Exhibit 4.5


 


Execution Version


 


Dated 29 July 2016


 


$71,374,000


 


TERM LOAN FACILITY


 


Saltee Shipco
llc


blasket shipco
llc


ballycotton
shipco llc


killary shipco
llc


 


as joint and several Borrowers

and Hedge Guarantors


 


and


 


ardmore shipping
llc


as Corporate Guarantor


 


and


 


ardmore shIpping
corporation


as Parent Guarantor


 


and


 


the banks and
financial institutions


listed in Schedule 1, Part B

as Lenders


 


and


 


the banks and
financial institutions


listed in Schedule 1, Part B

as Hedge Counterparties


 


and


 


abn amro bank
n.v.


as Mandated Lead Arranger


 


and


 


abn amro bank
n.v.


as Bookrunner


 


and


 





 



     

     


    

 


Execution Version


 


abn amro bank
n.v.


as Facility Agent


 


and


 


abn amro bank
n.v.


as Security Agent


 


facility agreement


 


relating to the financing of m.t.s

"FRONT ARROW", "FRONT AVON", "FRONT CLYDE" and "FRONT DEE"


 




     

     


    

 


Execution Version


 


Index


 


	Clause		Page
	 	 	
	Section 1 Interpretation	2
	1	Definitions and Interpretation	2
	Section 2 The Facility	23
	2	The Facility	23
	3	Purpose	24
	4	Conditions of Utilisation	24
	Section 3 Utilisation	25
	5	Utilisation	25
	Section 4 Repayment, Prepayment and Cancellation	27
	6	Repayment	27
	7	Payment and Cancellation	27
	Section 5 Costs of Utilisation	33
	8	Interest	33
	9	Interest Periods	35
	10	Changes to the Calculation of Interest	36
	11	Fees	38
	Section 6 Additional Payment Obligations	39
	12	Tax Gross Up and Indemnities	39
	13	Increased Costs	42
	14	Other Indemnities	44
	15	Mitigation by the Finance Parties	47
	16	Costs and Expenses	47
	Section 7 Guarantees and Joint and Several Liability of Borrowers	48
	17	Guarantee and Indemnity – Guarantors	48
	18	Joint and Several Liability of the Guarantors	50
	19	Joint and Several Liability of the Borrowers	52
	Section 8 Guarantee and Indemnity - Hedge Guarantors	54
	20	Guarantee and Indemnity – Hedge Guarantors	54
	Section 9 Representations, Undertakings and Events of Default	57
	21	Representations	57
	22	Information Undertakings	63
	23	Financial Covenants	66
	24	General Undertakings	68
	25	Insurance Undertakings	74
	26	MOA Undertakings	79
	27	General Ship Undertakings	80
	28	Security Cover	85
	29	Application of Earnings	87
	30	Events of Default	87
	Section 10 Changes to Parties	91
	31	Changes to the Lenders	91
	32	Changes to the Obligors	95
	Section 11 The Finance Parties	96
	33	The Facility Agent and the Mandated Lead Arranger	96
	34	The Security Agent	104
	35	Conduct of Business by the Finance Parties	116
	36	Contractual Recognition of Bail-In	116
	37	Sharing Among the Finance Parties	116
	Section 12 Administration	118
	38	Payment Mechanics	118
	39	Set-Off	121
	40	Notices	121
	41	Calculations and Certificates	123
	42	Partial Invalidity	123


 




     

     


    

 


Execution Version


 


	43	Remedies and Waivers	124
	44	Settlement or Discharge Conditional	124



	45	Irrevocable Payment	124
	46	Amendments and Waivers	124
	47	Confidentiality	126
	48	Counterparts	129
	Section 13 Governing Law and Enforcement	130
	49	Governing Law	130
	50	Enforcement	130



 


Schedules


 


	Schedule 1 The Parties	131
	Part A The Obligors	131
	Part B The Original Lenders	132
	Part C The Servicing Parties	133
	Schedule 2 Conditions Precedent	134
	Part A Conditions Precedent to Initial Utilisation Request	134
	Part B Conditions Precedent to Utilisation of an Advance	136
	Schedule 3 Requests	138
	Part A Utilisation Request	138
	Part B Selection Notice	139
	Schedule 4 Form of Transfer Certificate	140
	Schedule 5 Form of Assignment Agreement	142
	Schedule 6 Form of Compliance Certificate	144
	Schedule 7 Ships	145
	Schedule 8 List of Approved Valuers	146
	Schedule 9 Timetables	147
	 	 
	Execution	 
	 	 
	Execution Pages	148


 




     

     


    

 


THIS AGREEMENT is made on 29 July 2016


 


PARTIES


 


		(1)	SALTEE SHIPCO LLC, BLASKET SHIPCO LLC, BALLYCOTTON SHIPCO LLC, and KILLARY SHIPCO LLC,
each a limited liability company formed in the Republic of the Marshall Islands whose registered address is at The Trust Company
of the Marshall Islands, Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as joint and
several borrowers (together the "Borrowers" and each a "Borrower")



 


		(2)	ARDMORE SHIPPING LLC, a limited liability company formed in the Republic of the Marshall
Islands whose registered office is at The Trust Company of the Marshall Islands, Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, Marshall Islands MH 96960 as a guarantor (the "Corporate Guarantor")



 


		(3)	ARDMORE SHIPPING CORPORATION, a corporation incorporated in the Republic of the Marshall
Islands whose registered office is at The Trust Company of the Marshall Islands, Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, Marshall Islands MH 96960 as a guarantor (the "Parent Guarantor")



 


		(4)	THE COMPANIES listed in Part A of Schedule 1 (The Parties) as hedge guarantors
(the "Hedge Guarantors")



 


		(5)	ABN AMRO BANK N.V., as mandated lead arranger (the "Mandated Lead Arranger")



 


		(6)	ABN AMRO BANK N.V. as bookrunner (the "Bookrunner")



 


		(7)	THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties) as lenders
(the "Original Lenders")



 


		(8)	THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties) as hedge
counterparties (the "Hedge Counterparties")



 


		(9)	ABN AMRO BANK N.V., acting in such capacity through its office at Daalsesingel 71, 3511
SW Utrecht, The Netherlands as agent for the other Finance Parties (the "Facility Agent")



 


		(10)	ABN AMRO BANK N.V., acting in such capacity through its office at Daalsesingel 71, 3511
SW Utrecht, The Netherlands as security agent for the Secured Parties (the "Security Agent")



 


BACKGROUND


 


		(A)	The Lenders have agreed to make available to the Borrowers a facility of up to $71,374,000 for
the purposes of financing part of the acquisition costs of the Ships, by way of a loan in a principal amount not exceeding the
lower of (i) 60 per cent. of the aggregate Fair Market Value of the Ships and (ii) $71,374,000.



 


		(B)	The Hedge Counterparties may enter into interest rate swap transactions with the Borrowers from
time to time to hedge the Borrowers' exposure under this Agreement to interest rate fluctuations.



 




     

     


    

 


Section
1


 


Interpretation


 


		1	Definitions and Interpretation



 


		1.1	Definitions



 


In this Agreement:


 


"Account
Bank" means Nordea Bank AB, London Branch acting through its office at 55 Basinghall Street, London, EC2V
5NB, England or any other bank acceptable to the Majority Lenders.


 


"Account
Security" means a document creating Security over any Earnings Account in agreed form.


 


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


 


"Affected
Lender" has the meaning given to it in Clause 10.2 (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.


 


"Approved
Brokers" means such insurance companies and/or underwriters or, in the case of war risks and protection and indemnity
risks, war risks and protection and indemnity risks associations as have been approved by the Facility Agent, acting with the authorisation
of the Majority Lenders in writing in advance.


 


"Approved
Classification" means, in relation to a Ship, as at the date of this Agreement, the classification in relation
to that Ship specified in Schedule 7 (Ships) with the classification in relation to that Ship specified in Schedule 7 (Ships)
or the equivalent classification with another Approved Classification Society.


 


"Approved
Classification Society" means, in relation to a Ship, as at the date of this Agreement, either Lloyd's Register
of Shipping or American Bureau of Shipping or any other classification society approved in writing by the Facility Agent acting
with the authorisation of the Majority Lenders and which authorisation shall not be withheld in the case of any classification
society which is a member of the International Association of Classification Societies.


 


"Approved
Commercial Manager" means, in relation to a Ship, Ardmore Shipping (Bermuda) Limited and its Subsidiaries, the
Corporate Guarantor, an Affiliate of the Corporate Guarantor, or any other person approved in writing by the Facility Agent acting
with the authorisation of the Majority Lenders, as the commercial manager of that Ship and, for the avoidance of doubt, this shall
include Mansel Ltd. as the pool manager under the Pool Agreement or any pool manager under another pool agreement in relation to
the Ships which may be approved by the Facility Agent acting with the authorisation of the Majority Lenders.


 


"Approved
Flag" means, in relation to a Ship, Marshall Islands, Singapore or such other flag approved in writing by the Facility
Agent acting with the authorisation of all the Lenders.


 


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


 




    	 	2	 



     


    

 


"Approved
Technical Manager" means, in relation to a Ship, Univan Ship Management Ltd (or an Affiliate of Univan Ship Management
Ltd), Thome Ship Management Pte. Ltd. (or an Affiliate of Thome Ship Management Pte Ltd), Ardmore Shipping (Bermuda) Limited and
its Subsidiaries or any other person approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders,
as the technical manager of that Ship.


 


"Approved
Valuer" means, in relation to a Ship, at any time during the Security Period, any of the firms listed in Schedule
8 (List of Approved Valuers) or any other firm or firms of shipbrokers approved in writing by the Facility Agent acting
with the authorisation of the Majority Lenders.


 


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


 


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


 


"Availability
Period" means the period from and including the date of this Agreement to and including 31 December 2016.


 


"Available
Commitment" means a Lender's Commitment minus:


 


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



 


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



 


"Available
Facility" means the aggregate for the time being of each Lender's Available Commitment.


 


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


 


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


 


“Borrower
A” means Saltee Shipco LLC a limited liability company formed in the Republic of the Marshall Islands whose registered
address is at The Trust Company of the Marshall Islands, Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall
Islands MH 96960


 


“Borrower
B” means Blasket Shipco LLC, a limited liability company formed in the Republic of the Marshall Islands whose registered
address is at The Trust Company of the Marshall Islands, Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall
Islands MH 96960


 


“Borrower
C” means Ballycotton Shipco LLC, a limited liability company formed in the Republic of the Marshall Islands whose registered
address is at The Trust Company of the Marshall Islands, Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall
Islands MH 96960


 


“Borrower
D” means Killary Shipco LLC, a limited liability company formed in the Republic of the Marshall Islands whose registered
address is at The Trust Company of the Marshall Islands, Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall
Islands MH 96960


 




    	 	3	 



     


    

 


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


 


		(a)	the interest which a Lender should have received for the period from the date of receipt of all
or any part of its participation in the Loan or 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 Relevant Interbank Market for a period starting on the
Business Day following receipt or recovery and ending on the last day of the current Interest Period.



 


"Business
Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Cork,
Curacao, Rotterdam and New York.


 


"Charged
Property" means all of the assets which from time to time are, or are expressed to be, the subject of the Transaction
Security.


 


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


 


"Closing
Date" means the earlier of (i) the date on which all conditions precedent are satisfied pursuant to Part A
of Schedule 2 (Conditions Precedent) or (ii) 31 July 2016.


 


"Code"
means the United States Internal Revenue Code of 1986.


 


"Commitment"
means:


 


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



 


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



 


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


 


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


 


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


 


		(a)	any member of the Group or any of its advisers; or



 


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



 




    	 	4	 



     


    

 


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 information that:


 


		(i)	is or becomes public information other than as a direct or indirect result of any breach by that
Finance Party of Clause 47 (Confidentiality)); or



 


		(ii)	is identified in writing at the time of delivery as non-confidential by any member of the Group
or any of its advisers; or



 


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



 


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


 


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


 


"Default"
means an Event of Default or a Potential Event of Default.


 


"Defaulting
Lender" means any Lender:


 


		(a)	which has failed to make available the relevant proportion of its Commitment in respect of any
part of the Loan or has given notice to the Facility Agent that it will not make such amount available by the Utilisation Date
pursuant to Clause 5.4 (Lenders' participation); 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.



 


"Delegate"
means any delegate, agent, attorney, co-trustee or other person appointed by the Security Agent.


 


"Disruption
Event" means either or both of:


 


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



 




    	 	5	 



     


    

 


		(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 either such case) is
not caused by, and is beyond the control of, the Party whose operations are disrupted.


 


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


 


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


 


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


 


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



 


		(i)	all freight, hire and passage moneys;



 


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



 


		(iii)	remuneration for salvage and towage services;



 


		(iv)	demurrage and detention moneys;



 


		(v)	damages for breach (or payments for variation or termination) of any charterparty or other contract
for the employment of that Ship;



 


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



 


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



 


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



 


"Earnings
Account" means, in relation to a Borrower:


 


		(a)	an account in the name of that Borrower with the Account Bank designated "Earnings Account";
or



 


		(b)	any other account (with that or another office of the Account Bank or with a bank or financial
institution other than the Account Bank) which is designated by the Facility Agent as the Earnings Account of that Borrower for
the purposes of this Agreement.



 




    	 	6	 



     


    

 


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


 


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


 


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


 


"Environmental
Incident" means:


 


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



 


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



 


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



 


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


 


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


 


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


 


"Event
of Default" means any event or circumstance specified as such in Clause 30 (Events of Default).


 


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


 




    	 	7	 



     


    

 


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


 


"Fair
Market Value" means, in relation to a Ship, at any date, the market value of that Ship shown by the arithmetic
average of two valuations each prepared:


 


		(a)	as at a date not more than 30 days previously;



 


		(b)	by an Approved Valuer appointed by the Borrowers;



 


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



 


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



 


after deducting the estimated amount
of the usual and reasonable expenses which would be incurred in connection with the sale.


 


"FATCA"
means:


 


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



 


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



 


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



 


"FATCA
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;



 


		(b)	in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code
(which relates to "gross proceeds" from the disposition of property of a type that can produce interest from sources
within the US), 1 January 2019; or



 


		(c)	in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling
within paragraphs (a) or (b) above, 1 January 2019,



 


or, in each case, such other date
from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after
the date of this Agreement.


 


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


 


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


 




    	 	8	 



     


    

 


"Fee
Letter" means any letter or letters dated on or about the date of this Agreement between the Facility Agent and
the Borrowers or Guarantor setting out any of the fees referred to in Clause 11 (Fees).


 


"Finance
Document" means:


 


		(a)	this Agreement;



 


		(b)	any Fee Letter;



 


		(c)	the Membership Interests Security;



 


		(d)	any Mortgage;



 


		(e)	any General Assignment;



 


		(f)	any Accounts Security;



 


		(g)	any Manager's Undertaking;



 


		(h)	any Hedging Agreement;



 


		(i)	any Hedging Agreement Assignment;



 


		(j)	any Compliance Certificate;



 


		(k)	any other document (whether or not it creates Security) which is executed as security for, or for
the purpose of establishing any priority or subordination arrangement in relation to, the Secured Liabilities; or



 


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



 


"Finance
Party" means the Facility Agent, the Security Agent, the Mandated Lead Arranger, the Bookrunner, a Lender or a
Hedge Counterparty.


 


"Financial
Indebtedness" means any indebtedness for or in relation to:


 


		(a)	moneys borrowed and debit balances at banks or other financial institutions;



 


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



 


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



 


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



 


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



 


		(f)	any amount raised under any other transaction (including any forward sale or purchase, sale and
sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowing under
GAAP;



 


		(g)	any derivative transaction entered into in connection with protection against or benefit from fluctuation
in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken
into account);



 




    	 	9	 



     


    

 


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



 


		(i)	any amount raised by the issue of shares which are redeemable (other than at the option of the
Issuer) before the Termination Date or are otherwise classified as borrowings under GAAP; and



 


		(j)	the amount of any liability in relation to any guarantee or indemnity for any of the items referred
to in paragraphs (a) to (i) above without duplication.



 


"GAAP"
means generally accepted accounting principles in the United States of America.


 


"General
Assignment" means, in relation to a Ship, the general assignment creating Security over that Ship's Earnings, its
Insurances and any Requisition Compensation in relation to that Ship and any charter entered into or to be entered into with a
term exceeding or capable of exceeding 14 months and any supporting guarantee in relation to such charter in agreed form.


 


“Green
Passport” means an inventory or similar document of all potentially hazardous materials on board a ship.


 


"Group"
means, at any time, the Parent Guarantor and its Subsidiaries at that time.


 


"Guarantor"
means the Corporate Guarantor or the Parent Guarantor.


 


"Hedging
Agreement" means any master agreement, confirmation, transaction, schedule, off-balance sheet instrument or other
agreement in agreed form entered into or to be entered into by a Borrower or the Borrowers for the purpose of hedging interest
payable under this Agreement.


 


"Hedging
Agreement Assignment" means, in relation to a Borrower, a first assignment of that Borrower's rights and interests
in any Hedging Agreement, in agreed form.


 


"Hedging
Close Out Liabilities" means, as at any relevant date, the aggregate amount certified by each Hedge Counterparty
to the Facility Agent as the net aggregate amount in dollars which would be payable by any Borrower under the Hedging Agreements
to which it is a party at the relevant determination date as a result of termination or closing out under such Hedging Agreements.


 


"Hedging
Prepayment Proceeds" means any amount payable to a Borrower as a result of termination or closing out under a Hedging
Agreement.


 


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


 


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


 


"Insurances"
means, in relation to a Ship:


 


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



 


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



 




    	 	10	 



     


    

 


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


 


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


 


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



 


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



 


each as of the Specified Time on
the Quotation Day for the currency of that Advance, the Loan, that part of the Loan or that Unpaid Sum.


 


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


 


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


 


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


 


"Lender"
means:


 


		(a)	any Original Lender; and



 


		(b)	any bank, financial institution, trust, fund or other entity which has become a Party in accordance
with Clause 31 (Changes to the Lenders),



 


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


 


"LIBOR"
means, in relation to any Advance, the Loan, any part of the Loan or any Unpaid Sum:


 


		(a)	the applicable Screen Rate;



 


		(b)	(if no Screen Rate is available for the Interest Period of that Advance, the Loan, that part of
the Loan or that Unpaid Sum), the applicable Interpolated Screen Rate; or



 


		(c)	if:



 


		(i)	no Screen Rate is available for the currency of that Advance, the Loan, that part of the Loan or
that Unpaid Sum); or



 


		(ii)	no Screen Rate is available for the Interest Period of that Advance, the Loan, that part of the
Loan or that Unpaid Sum and it is not possible to calculate an Interpolated Screen Rate for that Advance, the Loan, that part of
the Loan or that Unpaid Sum,



 




    	 	11	 



     


    

 


the Reference Bank Rate,


 


as of, in the case of paragraphs
(a) and (c) above, the Specified Time on the Quotation Day for dollars for that Advance, the Loan, that part of the Loan or that
Unpaid Sum and for a period equal in length to the Interest Period of that Advance, the Loan, that part of the Loan or that Unpaid
Sum and, if any such rate is below zero, LIBOR shall be deemed to be zero.


 


"Limitation
Acts" means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.


 


"LMA"
means the Loan Market Association.


 


"Loan"
means the loan to be made available under the Facility or the aggregate principal amount outstanding for the time being of the
borrowings under the Facility.


 


"Major
Casualty" means, in relation to a Ship, any casualty to that Ship in relation to which the claim or the aggregate
of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $500,000 or the equivalent
in any other currency.


 


"Majority
Lenders" means:


 


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



 


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



 


"Manager's
Undertaking" means, in relation to a Ship, the letter of undertaking from its Approved Technical Manager and the
letter of undertaking from its Approved Commercial Manager subordinating the rights of such Approved Technical Manager and such
Approved Commercial Manager respectively against that Ship and the relevant Borrower to the rights of the Finance Parties in agreed
form.


 


"Mandatory
Costs" has the meaning given to it in Clause 14.3 (Mandatory Cost);


 


"Margin"
means 2.75 per cent. per annum.


 


"Market
Disruption Event" has the meaning given to it in Clause 10.2 (Market disruption).


 


"Material
Adverse Effect" means, in the reasonable opinion of the Majority Lenders, a material adverse effect on:


 


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



 


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



 


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



 




    	 	12	 



     


    

 


"Membership
Interests Security" means, in relation to a Borrower, a document creating Security in respect of the membership
interests in that Borrower in agreed form.


 


“MOA”
means each of:


 


		(a)	the memorandum of agreement dated 6 June 2016 and made between (i) Borrower A as buyer and (ii)
the Seller for the purchase of Ship A by Borrower A;



 


		(b)	the memorandum of agreement dated 6 June 2016 and made between (i) Borrower B as buyer and (ii)
the Seller for the purchase of Ship B by Borrower B;



 


		(c)	the memorandum of agreement dated 6 June 2016 and made between (i) Borrower C as buyer and (ii)
the Seller for the purchase of Ship C by Borrower C;



 


		(d)	the memorandum of agreement dated 6 June 2016 and made between (i) Borrower D as buyer and (ii)
the Seller for the purchase of Ship D by Borrower D.



 


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


 


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



 


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



 


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



 


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


 


"Mortgage"
means, in relation to a Ship, a first preferred or priority ship mortgage (as applicable for the Approved Flag of that Ship) and,
if applicable for the Approved Flag of the Ship, a deed of covenant collateral to the said mortgage in agreed form.


 


"Non-Consenting
Lender" means any Lender which does not and continues not to consent or agree to a request of the Borrowers or
the Facility Agent (at the request of the Borrowers) to give a consent in relation to, or to agree to a waiver or amendment of,
any provision of the Finance Documents when:


 


		(a)	the consent, waiver or amendment in question requires the approval of all of the Lenders; and



 


		(b)	Lenders whose commitments aggregate more than 66 per cent. of the Total Commitments have consented
or agreed to such waiver or amendment.



 


"Obligor"
means a Borrower, a Hedge Guarantor, the Parent Guarantor or the Corporate Guarantor.


 


"Operating
Costs" means, in relation to a Ship, the costs and expenses in respect of the technical and commercial operation,
insurance, repair and maintenance of that Ship, all payments due under each of the management agreements for that Ship and any
other day-to-day running costs in relation to that Ship (including Voyage Expenses but not including any dry docking or special
survey costs).


 




    	 	13	 



     


    

 


"Original
Financial Statements" means in relation to the Parent Guarantor, the unaudited consolidated financial statements
of the Group for its financial year ended 31 December 2015.


 


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


 


"Parallel
Debt" means any amount which an Obligor owes to the Security Agent under Clause 34.3 (Parallel Debt (Covenant
to pay the Security Agent))).


 


"Party"
means a party to this Agreement.


 


"Permitted
Charter" means, in relation to a Ship, a charter:


 


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



 


		(b)	the duration of which does not exceed and is not capable of exceeding, by virtue of any optional
extensions, 14 months;



 


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



 


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



 


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


 


"Permitted
Financial Indebtedness" means:


 


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



 


		(b)	any Financial Indebtedness that is subordinated to all Financial Indebtedness incurred under the
Finance Documents in a manner and on terms satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders);
and



 


		(c)	any Financial Indebtedness reasonably incurred in connection with the normal commercial operation
of the Ship.



 


"Permitted
Security" means:


 


		(a)	Security created by the Finance Documents;



 


		(b)	any netting or set-off arrangement entered into by any member of the Group in the ordinary course
of its banking arrangements for the purpose of netting debit and credit balances, any netting or right of pledge under the general
base conditions of a Lender and any right of pledge and set off in connection with permitted cash pool arrangements;



 


		(c)	liens for unpaid master's and crew's wages in accordance with usual maritime practice;



 


		(d)	liens for salvage;



 


		(e)	liens for master's disbursements incurred in the ordinary course of trading, provided such liens
do not secure amounts more than 30 days overdue; and



 


		(f)	any other lien arising by operation of law or otherwise in the ordinary course of the operation,
repair or maintenance of any Ship and not as a result of any default or omission by any Borrower, provided such liens do not secure
amounts more than 30 days overdue (unless the overdue amount is being contested in good faith by appropriate steps) and subject,
in the case of liens for repair or maintenance, to Clause 27.16 (Restrictions on chartering, appointment of managers etc.).



 




    	 	14	 



     


    

 


"Pool
Agreement" means any pool agreement to which a Borrower may be a participant.


 


"Potential
Event of Default" means any event or circumstance specified in Clause 30 (Events of Default) which would
(with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination
of any of the foregoing) be an Event of Default.


 


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


 


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


 


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


 


"Receiver"
means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.


 


"Reference
Bank Rate" means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility
Agent at its request by the Reference Banks as the rate at which the relevant Reference Bank could borrow funds in the London interbank
market in dollars for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable
market size in that currency and for that period.


 


"Reference
Banks" means the principal London offices of Barclays Bank plc, HSBC Bank plc and Lloyds Bank plc or such other
banks as may be appointed by the Facility Agent in consultation with the Borrowers.


 


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


 


"Relevant
Interbank Market" means the London interbank market.


 


"Relevant
Jurisdiction" means, in relation to a Transaction Obligor:


 


		(a)	its jurisdiction of incorporation;



 


		(b)	any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction
Security created, or intended to be created, under the Finance Documents to which it is a party is situated;



 


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



 


		(d)	the jurisdiction whose laws govern the perfection of any of the Transaction Security created, or
intended to be created, under the Finance Documents to which it is a party.



 




    	 	15	 



     


    

 


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


 


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


 


"Repeating
Representation" means each of the representations set out in Clause 21 (Representations) except Clause 21.10
(Insolvency) and Clause 21.12 (Deduction of Tax) and any representation of any Transaction Obligor made in any other
Finance Document that is expressed to be a "Repeating Representation" or is otherwise expressed to be repeated.


 


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


 


"Requisition"
means, in relation to a Ship:


 


		(a)	any expropriation, confiscation, requisition 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 one year without any right to an extension) unless it is within 30 days
redelivered to the full control of the relevant Borrower; and



 


		(b)	any arrest, capture, seizure or detention of that Ship (including any hijacking or theft) unless
it is within 30 days redelivered to the full control of the relevant Borrower.



 


"Requisition
Compensation" includes all compensation or other moneys payable by reason of any Requisition.


 


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


 


"Restricted
Person" means a person that is (i) listed on, or owned or controlled by a person listed on any Sanctions List;
(ii) located in, incorporated under the laws of, or owned or controlled by, or acting on behalf of, a person located in or organised
under the laws of a country or territory that is the target of country-wide Sanctions; or (iii) otherwise a target of Sanctions.


 


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


 


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


 


"Sanctions"
means any economic or trade sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by:


 


		(a)	the United States government;



 


		(b)	the United Nations;



 


		(c)	the European Union or its Member States, including without limitation, the United Kingdom;



 


		(d)	any country to which any Obligor, or any other member of the Group or any Affiliate of any of them
is bound; or



 


		(e)	the respective governmental institutions and agencies of any of the foregoing, including without
limitation, the Office of Foreign Assets Control of the US Department of Treasure ("OFAC"), the United States
Department of State, and her Majesty's Treasury ("HMT") (together "Sanctions Authorities").



 




    	 	16	 



     


    

 


"Sanctions
List" means the "Specially Designated Nationals and Blocked Persons" list issued by OFAC, the
"Consolidated List of Financial Sanctions Targets and Investment Ban List" issued by HMT, or any similar list
issued or maintained or made public by any of the Sanctions Authorities.


 


"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 on pages LIBOR01 or LIBOR02
of the Reuters screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information
service which publishes that rate from time to time in place of Reuters. If such page or service ceases to be available, the Facility
Agent may specify another page or service displaying the relevant rate after consultation with the Borrowers.


 


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


 


"Secured
Party" means each Finance Party from time to time party to this Agreement and any Receiver or Delegate.


 


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


 


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


 


"Security
Property" means:


 


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



 


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



 


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



 


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



 


except:


 


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



 


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



 




    	 	17	 



     


    

 


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


 


"Seller"
means:


 


		(a)	Sea Hull S1595 Corp, in the case of Ship A, a corporation incorporated in Liberia whose registered
office is at 80 Broad Street, Monrovia, London.



 


		(b)	Sea Hull S1595 Corp, in the case of Ship B, a corporation incorporated in Liberia whose registered
office is at 80 Broad Street, Monrovia, London.



 


		(c)	Sea Hull S1595 Corp, in the case of Ship C, a corporation incorporated in Liberia whose registered
office is at 80 Broad Street, Monrovia, London.



 


		(d)	Sea Hull S1595 Corp, in the case of Ship D, a corporation incorporated in Liberia whose registered
office is at 80 Broad Street, Monrovia, London.



 


"Servicing
Party" means the Facility Agent or the Security Agent.


 


"Ship
A" means the Ship described as such in further details in Schedule 7 (Ships).


 


"Ship
B" means the Ship described as such in further details in Schedule 7 (Ships).


 


"Ship
C" means the Ship described as such in further details in Schedule 7 (Ships).


 


"Ship
D" means the Ship described as such in further details in Schedule 7 (Ships).


 


"Ship"
means Ship A, Ship B, Ship C or Ship D.


 


"Specified
Time" means a time determined in accordance with Schedule 9 (Timetables).


 


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


 


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


 


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


 


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


 


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


 


"Termination
Date" means, in relation to each Tranche, the earlier of:


 


		(a)	84 Months from the Utilisation Date of that Tranche; and



 


		(b)	31 July 2023.



 


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


 


"Total
Commitments" means the aggregate of the Commitments, being a maximum of $71,400,000 at the date of this Agreement.


 


"Total
Loss" means, in relation to a Ship:


 


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



 




    	 	18	 



     


    

 


		(b)	any Requisition.



 


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


 


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



 


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



 


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



 


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



 


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



 


"Tranche"
means Tranche A, Tranche B, Tranche C, Tranche D, Tranche E or Tranche F.


 


"Tranche
A" means that part of the Loan made or to be made available to the Borrowers to finance up to 60 per cent. of the
Fair Market Value of Ship A, or if less $17,374,000,


 


"Tranche
B" means that part of the Loan made or to be made available to the Borrowers to finance up to 60 per cent. of the
Fair Market Value of Ship B, or if less, $17,374,000.


 


"Tranche
C" means that part of the Loan made or to be made available to the Borrowers to finance up to 60 per cent. of the
Fair Market Value of Ship C, or if less, $18,313,000.


 


"Tranche
D" means that part of the Loan made or to be made available to the Borrowers to finance up 60 per cent. of the
Fair Market Value of Ship D, or if less, $18,313,000.


 


"Transaction
Document" means:


 


		(a)	a Finance Document;



 


		(b)	the Pool Agreement; or



 


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



 


"Transaction
Obligor" means an Obligor, an Approved Manager which is a member of the Group or any other person, except a Finance
Party who executes a Finance Document.


 


"Transaction
Security" means the Security created or intended to be created in favour of the Security Agent pursuant to the
Finance Documents.


 


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


 


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


 


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



 




    	 	19	 



     


    

 


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



 


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


 


"Unpaid
Sum" means any sum due and payable but unpaid by an Obligor under the Finance Documents.


 


"US
Tax Obligor" means:


 


		(a)	a Borrower which is resident for tax purposes in the United States; or



 


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



 


"Utilisation"
means a utilisation of the Facility.


 


"Utilisation
Date" means the date of a Utilisation, being the date on which the relevant Advance is to be made.


 


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


 


"VAT"
means:


 


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



 


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



 


"Voyage
Expenses" means, in relation to a Ship, expenses and disbursements incurred by a Borrower or an Approved Manager
in respect of that Ship for port dues, canal dues, pilotage, towage and other charges and/or taxes customarily charged to that
Ship under a normal voyage charter together with the cost of repositioning for the next voyage and the cost of bunker fuel and
lubrication oil consumed on such voyage or in repositioning and including insurance premiums and reimbursement where applicable.


 


"Write-down
and Conversion Powers" means 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.


 


		1.2	Construction



 


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



 


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



 


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



 




    	 	20	 



     


    

 


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



 


		(iv)	"document" includes a deed and also a letter, fax or telex;



 


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



 


		(vi)	a "Finance Document" or "Transaction Document" or any other agreement
or instrument is a reference to that Finance Document or Transaction Document or other agreement or instrument as amended or novated;



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 




    	 	21	 



     


    

 


		1.3	Construction of insurance terms



 


In this Agreement:


 


"approved"
means, for the purposes of Clause 25 (Insurance Undertakings), approved in writing by the Facility Agent;


 


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


 


"obligatory
insurances" means all insurances effected, or which any Borrower is obliged to effect, under Clause 25 (Insurance Undertakings)
or any other provision of this Agreement or of another Finance Document;


 


"policy"
includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms;


 


"protection
and indemnity risks" means the usual risks covered by a protection and indemnity association managed in London, including
pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not
recoverable under the hull and machinery policies by reason of the incorporation in them of clause 1 of the Institute Time Clauses
(Hulls) (1/10/82) or clause 8 of the Institute Time Clauses (Hulls) (1/11/1995) or the Institute Amended Running Down Clause (1/10/71)
or any equivalent provision; and


 


"war risks"
includes the risk of mines and all risks excluded by clause 23 of the Institute Time Clauses (Hulls)(1/10/83) or clause 24 of the
Institute Time Clauses (Hulls) (1/11/1995).


 


		1.4	Agreed forms of Finance Documents



 


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


 


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



 


		(b)	in any other form agreed in writing between each Borrower and the Facility Agent acting with the
authorisation of the Majority Lenders or, where Clause 46.2 (All Lender matters) applies, all the Lenders.



 


		1.5	Third party rights



 


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



 


		(b)	Notwithstanding any term of any Finance Document, the consent of any person who is not a Party
is not required to rescind or vary this Agreement at any time.



 


		(c)	Any Receiver, Delegate or any other person described in paragraph (d) of Clause 14.2 (Other indemnities),
paragraph (b) of Clause 33.10 (Exclusion of liability) or Clause 34.17 (No proceedings) may, subject to this Clause
1.5 (Third party rights) and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights
on it.





    	 	22	 



     


    

 


Section
2


 


The
Facility


 


		2	The Facility



 


		2.1	The Facility



 


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


 


		2.2	Finance Parties' rights and obligations



 


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



 


		(b)	The rights of each Finance Party under or in connection with the Finance Documents are separate
and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate
and independent debt.



 


		(c)	A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its
rights under the Finance Documents.



 


		(d)	Notwithstanding any other provision of the Finance Documents, a Finance Party may separately sue
for any Unpaid Sum due to it without the consent of any other Finance Party or joining any other Finance Party to the relevant
proceedings.



 


		2.3	Increase commitment option



 


		(a)	The Obligors may, prior to 31 July 2017, request by written notice to the Facility Agent an
increase in the Total Commitments for the purpose of financing the acquisition of an additional ship or ships provided always that
the financial covenants set out in Clause 23 (Financial Covenants) are complied with measured on a pro forma basis immediately
prior to and following such increase in the Total Commitments and subject always to:



 


		(i)	such terms and conditions as the Lenders may require in relation to any such increase;



 


		(ii)	such ship being in all respects satisfactory to the Lenders;



 


		(iii)	no Event of Default having occurred or being continuing;



 


		(iv)	such amendments to the Finance Documents and such additional security and collateral documentation
being executed in favour of the Finance Parties to the satisfaction of the Facility Agent (acting on the instructions of all Lenders);
and



 


		(v)	delivery to the Facility Agent of all of the conditions precedent which the Facility Agent would
be entitled to receive pursuant to paragraph (e) of Clause 4.2 (Further conditions precedent) mutatis mutandis.



 


		(b)	The Lenders may in their discretion agree to provide the increase in Total Commitments set out
in paragraph (a) of Clause 2.3 (Increase commitment option) but have no obligation to do so.



 




    	 	23	 



     


    

 


		3	Purpose



 


		3.1	Purpose



 


Each Borrower shall apply all amounts
borrowed by it under the Facility only for the purpose stated in the preamble (Background) to this Agreement.


 


		3.2	Monitoring



 


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


 


		4	Conditions of Utilisation



 


		4.1	Initial conditions precedent



 


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


 


		4.2	Further conditions precedent



 


The Lenders will only be obliged
to comply with Clause 5.4 (Lenders' participation) if on the date of the Utilisation Request and on the proposed Utilisation
Date and before the Advance is made available:


 


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



 


		(b)	the Repeating Representations to be made by each Obligor are true;



 


		(c)	no event described in paragraph (b) of Clause 7.5 (Mandatory prepayment on sale or Total Loss)
has occurred in relation to the Ship in respect of which such Advance is to be made;



 


		(d)	the provisions of paragraph (c) of Clause 10.3 (Alternative basis of interest or funding, suspension)
do not apply; and



 


		(e)	the Facility Agent has received on or before the relevant Utilisation Date, or is satisfied it
will receive when the Advance is made available, all of the documents and other evidence listed in Part B of Schedule 2 (Conditions
Precedent) in form and substance satisfactory to the Facility Agent.



 


		4.3	Notification of satisfaction of conditions precedent



 


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



 


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



 


		4.4	Waiver of conditions precedent



 


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


 




    	 	24	 



     


    

 


Section
3


 


Utilisation


 


		5	Utilisation



 


		5.1	Delivery of a Utilisation Request



 


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



 


		(b)	The Borrowers may not deliver more than one Utilisation Request in respect of a Tranche.



 


		5.2	Completion of a Utilisation Request



 


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



 


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



 


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



 


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



 


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



 


		5.3	Currency and amount



 


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



 


		(b)	The amount of a proposed Advance under:



 


		(i)	Tranche A must be an amount which, on the proposed Utilisation Date, does not exceed the lesser
of (i) 60 per cent. of the Fair Market Value of Ship A, or (ii) $17,374,000;



 


		(ii)	Tranche B must be an amount which, on the proposed Utilisation Date, does not exceed the lesser
of (i) 60 per cent. of the Fair Market Value of Ship B, or (ii) $17,374,000;



 


		(iii)	Tranche C must be an amount which, on the proposed Utilisation Date, does not exceed the lesser
of (i) 60 per cent. of the Fair Market Value of Ship C, or (ii) $18,313,000; and



 


		(iv)	Tranche D must be an amount which, on the proposed Utilisation Date, does not exceed the lesser
of (i) 60 per cent. of the Fair Market Value of Ship D, or (ii) $18,313,000.



 


		(c)	The amount of the proposed Advance must be an amount which, when aggregated with any previous Advances
utilised under this Facility, is not more than the Available Facility.



 


		(d)	The amount of the proposed Advance must be an amount which would not oblige the Borrowers to provide
additional security or prepay part of the Advance if the ratio set out in Clause 28 (Security Cover) were applied and notice
was given by the Facility Agent under Clause 28.1 (Minimum required security cover) immediately after the Loan was made.



 




    	 	25	 



     


    

 


		5.4	Lenders' participation



 


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



 


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



 


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



 


		5.5	Cancellation of Commitments



 


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


 


		5.6	Payment to third parties



 


The Facility Agent shall, on each
Utilisation Date, pay to, or for the account of, the relevant Borrower or the relevant Seller which is to utilise the Advance the
amounts which the Facility Agent receives from the Lenders in respect of the Advance. That payment shall be made in like funds
as the Facility Agent received from the Lenders in respect of the Advance to the account which the Borrowers specify in the relevant
Utilisation Request.


 


		5.7	Disbursement of Advance to third party



 


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


 


		5.8	Prepositioning of funds



 


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


 


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



 


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



 




    	 	26	 



     


    

 


Section
4


 


Repayment,
Prepayment and Cancellation


 


		6	Repayment



 


		6.1	Repayment of Loan



 


		(a)	The Borrowers shall repay each Tranche on a linear quarterly basis reflecting a repayment profile
whereby each Tranche will be fully repaid once the age of the relevant Ship relating to that Tranche is 15 years, the first repayment
to be repaid on the date falling 3 Months after the Utilisation Date for that Tranche, and the last on the Termination Date, together
with a balloon instalment of all outstanding amounts relating to that Tranche repayable at the same time as the last quarterly
instalment (each a "Repayment Instalment").



 


		(b)	The Borrowers may, at their option, but subject to the consent of the Facility Agent, acting with
the approval of the Majority Lenders, such approval not to be unreasonably withheld, synchronise the Repayment Dates of the Tranches
by matching the Repayment Dates of any Tranche utilised under this Agreement to the Repayment Dates of another Tranche.



 


		(c)	The Majority Lenders may, at their option, but subject to the consent of the Borrowers, such approval
not to be unreasonably withheld, synchronise the Repayment Dates of the Tranches by matching the Repayment Dates of any Tranche
utilised under this Agreement to the Repayment Dates of another Tranche.



 


		6.2	Termination Date



 


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


 


		6.3	Reborrowing



 


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


 


		7	Payment and Cancellation



 


		7.1	Illegality



 


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



 


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



 


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



 


		(iii)	the Borrowers shall repay that Lender's participation in the Loan on the last day of the Interest
Period for the Loan occurring after the Facility Agent has notified the Borrowers or, if earlier, the date specified by the Lender
in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law).



 




    	 	27	 



     


    

 


		(b)	Any partial prepayment under this Clause 7.1 (Illegality) shall reduce pro rata the
amount of each Repayment Instalment falling after that prepayment by the amount prepaid.



 


		7.2	Change of control



 


		(a)	If, without the Lenders' prior consent, any person or group of persons acting in concert gains
control of the Parent Guarantor:



 


		(i)	the Parent Guarantor shall promptly notify the Facility Agent upon becoming aware of that event;
and



 


		(ii)	irrespective of whether notice is given under Clause 7.2 (a)(i) (Change of control) above,
if the Majority Lenders so require, the Facility Agent shall, by no less than 30 days' notice to the Borrowers, cancel the Facility
and declare the Loan, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due
and payable, whereupon the Facility will be cancelled and all such outstanding amounts will become immediately due and payable.



 


		(b)	For the purpose of paragraph (a) above "control" means:



 


		(i)	the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:



 


		(A)	cast, or control the casting of, more than 25 per cent. of the maximum number of votes that might
be cast at a general meeting of the Parent Guarantor; or



 


		(B)	appoint or remove all, or the majority, of the directors or other equivalent officers of the Parent
Guarantor; or



 


		(C)	give directions with respect to the operating and financial policies of the Parent Guarantor with
which the directors or other equivalent officers of the Parent Guarantor are obliged to comply; and/or



 


		(ii)	the holding (beneficially) of more than 25 per cent. of the issued share capital of the Parent
Guarantor (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a
distribution of either profits or capital); and/or



 


		(iii)	the merger or consolidation of the Parent Guarantor; and/or



 


		(iv)	the approval of a complete liquidation or dissolution of the Parent Guarantor.



 


		(c)	For the purpose of paragraph (a) above "acting in concert" means a group of persons who,
pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition directly or
indirectly of shares in the Parent Guarantor by any of them, either directly or indirectly, to obtain or consolidate control of
the Parent Guarantor.



 


		7.3	Voluntary and automatic cancellation



 


		(a)	The Borrowers may, if they give the Facility Agent not less than 15 Business Days' (or such shorter
period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of $500,000) of the
Available Facility. Any cancellation under this Clause 7.3 (Voluntary and automatic cancellation) shall reduce the Commitments
of the Lenders and the amount of each Tranche then unutilised rateably.



 




    	 	28	 



     


    

 


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



 


		7.4	Voluntary prepayment of Loan



 


		(a)	The Borrowers may, if they give the Facility Agent not less than 15 Business Days' (or such shorter
period as the Majority Lenders may agree) prior notice, prepay the whole or any part of the Loan (but, if in part, being an amount
that reduces the amount of the Loan by a minimum amount of $500,000 or a multiple of that amount).



 


		(b)	The Loan may only be prepaid after the last day of the last Availability Period (or, if earlier,
the day on which the Available Facility is zero) Provided that any amount advanced to the Borrowers prior to the last day
of the Availability Period may be prepaid subject to payment by the Borrowers of any Breakage Costs and the other provisions of
this Clause 7.4 (Voluntary prepayment of Loan).



 


		(c)	Any partial prepayment under this Clause 7.4 (Voluntary prepayment of Loan) shall be applied
as follows:



 


		(i)	50 per cent. of the amount prepaid shall reduce in inverse order of maturity the amount of each
Repayment Instalment for the relevant Tranche falling after that prepayment; and



 


		(ii)	50 per cent. of the amount prepaid may be applied on a pro-rata basis towards satisfaction of the
Repayment Instalments set out in Clause 6.1 (Repayment of Loan).



 


		(d)	Subject to Lenders consent, such consent not to be unreasonably withheld, the Borrowers may request
to apply a voluntary prepayment towards full or partial repayment of a particular Tranche and, in the case of a full repayment
only, a release of the Ship securing that Tranche, Provided that the security cover as determined pursuant to Clause 28.1
(Minimum required security cover) does not decrease by more than 2.5 per cent. and the Facility Agent shall have the right
to request the Borrowers to, and the Borrowers shall within 15 Business Days of such request, (i) provide additional security acceptable
to the Lenders and/or (ii) make a prepayment of the Loan so that the security cover does not decrease by more than 2.5 per cent..
Any such prepayment shall be applied first against the Tranche to which the ship relates and then pro rata against the remaining
Tranches and against each such remaining Tranche in inverse order of maturity. This sub-paragraph (d) is subject to payment by
the Borrowers of any Breakage Costs.



 


		7.5	Mandatory prepayment on sale or Total Loss



 


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



 


		(b)	On the Relevant Date, the Borrowers shall also prepay such part of the Loan as shall eliminate
any shortfall arising if the ratio set out in Clause 28 (Security Cover) were applied immediately following the payment
referred to in paragraph (a) above.



 


		(c)	Provided that no Default has occurred and is continuing, any remaining proceeds of the sale or
Total Loss of the Ship after the prepayment referred to in paragraph (a) and paragraph (b) above has been made together with all
other amounts that are payable on any such prepayment pursuant to the Finance Documents shall be paid to the Borrower that owned
the relevant Ship.



 


		(d)	Immediately following a sale or Total Loss of the Ship the Borrowers may enter into negotiations
with the Lenders at the absolute discretion of the Lenders to replace the Ship with a ship of similar specifications to the Ship
subject to the following conditions:



 




    	 	29	 



     


    

 


		(i)	the Borrowers shall provide the Lenders with cash collateral to be paid to the Earnings Accounts
in an aggregate amount equal to the outstanding amount of the Loan on the date of the sale or Total Loss;



 


		(ii)	if, within 14 days, or as otherwise agreed with the Facility Agent, of the sale or Total Loss,
the Borrowers and the Lenders agree on a replacement ship, the Borrowers and the Guarantors shall enter such amendments to the
Finance Documents and provide similar security over the replacement ship to that granted in relation to the Ship in such form as
the Facility Agent shall require and, If such security is granted, the cash collateral shall be released to the Borrowers; and



 


		(iii)	if the Lenders do not agree to take security over the replacement ship, the Borrowers shall prepay
the Loan and the cash collateral shall be released to the Borrowers.



 


		(e)	In this Clause 7.5 (Mandatory prepayment on sale or Total Loss):



 


"Relevant
Date" means:


 


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



 


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



 


		(A)	the date falling 150 days after the Total Loss Date; and



 


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



 


		(f)	Any partial prepayment of the Loan under this Clause 7.5 (Mandatory prepayment on sale or Total
Loss) shall reduce in inverse order of maturity the amount of each Repayment Instalment falling after that prepayment by the
amount prepaid.



 


		7.6	Mandatory prepayment of Hedging Payment Proceeds



 


Any Hedging Prepayment Proceeds arising
as a result of any cancellation or prepayment under this Agreement shall, following payment into the Earnings Account in accordance
with Clause 29.1 (Payment of Earnings), be applied on the last day of the Interest Period which ends on or after such
payment in, in prepayment of the Loan and shall reduce pro rata the amount of each Repayment Instalment falling after that
prepayment by the amount prepaid.


 


		7.7	Right of replacement or repayment and cancellation in relation to a single Lender



 


		(a)	If:



 


		(i)	any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of
Clause 12.2 (Tax gross-up); or



 


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



 


		(iii)	the Facility Agent receives notification from an Affected Lender under paragraph (b)(iii)
of Clause 10.2 (Market disruption),



 




    	 	30	 



     


    

 


the Borrowers may:


 


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



 


		(B)	whilst in the case of paragraph (iii) above the Market Disruption Event in relation to the Affected
Lender continues,



 


give the Facility Agent notice of
cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender's participation in the
Loan or give the Facility Agent notice of its intention to replace that Lender in accordance with paragraph (e) below.


 


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



 


		(c)	On the last day of each Interest Period which ends after the Borrowers have given notice of cancellation
under paragraph (a) above in relation to a Lender (or, if earlier, the date specified the Borrowers in that notice), the Borrowers
shall repay that Lender's participation in the Loan.



 


		(d)	Any partial prepayment under this Clause 7.7 (Right of replacement or repayment and cancellation
in relation to a single Lender) shall reduce pro rata the amount of each Repayment Instalment falling after that prepayment
by the amount prepaid.



 


		(e)	The Borrowers may, in the circumstances set out in paragraph (a) above, on 10 Business Days' prior
notice to the Facility Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by
law, that Lender shall) transfer pursuant to Clause 31 (Changes to the Lenders) all (and not part only) of its rights and
obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the
Borrowers which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance
with Clause 31 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer
equal to the outstanding principal amount of such Lender's participation in the Loan and all accrued interest (to the extent that
the Facility Agent has not given a notification under Clause 31.9 (Pro rata interest settlement)), Break Costs and other
amounts payable in relation thereto under the Finance Documents.



 


		(f)	The replacement of a Lender pursuant to paragraph (e) above shall be subject to the following conditions:



 


		(i)	the Borrowers shall have no right to replace a Servicing Party;



 


		(ii)	neither the Facility Agent nor any Lender shall have any obligation to find a replacement Lender;



 


		(iii)	in no event shall the Lender replaced under paragraph (e) above be required to pay or surrender
any of the fees received by such Lender pursuant to the Finance Documents; and



 


		(iv)	the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (e)
above 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.



 


		(g)	A Lender shall perform the checks described in paragraph (f)(iv) above as soon as reasonably practicable
following delivery of a notice referred to in paragraph (e) above and shall notify the Facility Agent and the Borrowers when it
is satisfied that it has complied with those checks.



 




    	 	31	 



     


    

 


		7.8	Restrictions



 


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



 


		(b)	Any prepayment under this Agreement shall be made together with accrued interest on the amount
prepaid and amounts (if any) payable under the Hedging Agreements in connection with that prepayment and, subject to any Break
Costs, without premium or penalty.



 


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



 


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



 


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



 


		(f)	If the Facility Agent receives a notice under this Clause 7 (Payment and Cancellation) it
shall promptly forward a copy of that notice to either the Borrowers or the affected Lenders and/or Hedge Counterparties, as appropriate.



 




    	 	32	 



     


    

 


Section
5


 


Costs
of Utilisation


 


		8	Interest



 


		8.1	Calculation of interest



 


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


 


		(a)	the Margin;



 


		(b)	LIBOR; and



 


		(c)	Mandatory Costs (if any).



 


		8.2	Payment of interest



 


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



 


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



 


		8.3	Default interest



 


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



 


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



 


		(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; and



 


		(ii)	the rate of interest applying to that Unpaid Sum during that first Interest Period shall be two
per cent. 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.



 


		8.4	Notification of rates of interest



 


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




    	 	33	 



     


    

 


		8.5	Hedging



 


		(a)	The Borrowers may enter into Hedging Agreements and shall after that date maintain such Hedging
Agreements in accordance with this Clause 8.5 (Hedging).



 


		(b)	The Hedge Counterparties will in its sole discretion have a right of first refusal, pro rata based
on their respective Commitments, to enter into a Hedging Agreement with a Borrower but will not be obliged to do so.



 


		(c)	Each Hedging Agreement shall:



 


		(i)	be with a Hedge Counterparty and each Hedge Counterparty shall also be a Lender;



 


		(ii)	be for a term ending on or before the Termination Date;



 


		(iii)	have settlement dates coinciding with the Interest Payment Dates;



 


		(iv)	be in agreed form;



 


		(v)	provide for two-way payments in the event of a termination of a transaction in respect of a Hedging
Agreement, whether on a Termination Event (as defined in the relevant Hedging Agreement) or on an Event of Default (as defined
in the relevant Hedging Agreement); and



 


		(vi)	provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars.



 


		(d)	The rights of each Borrower under the Hedging Agreements shall be assigned by way of security under
a Hedging Agreement Assignment.



 


		(e)	The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement.



 


		(f)	Neither a Hedge Counterparty nor a Borrower may amend, supplement, extend or waive the terms of
any Hedging Agreement without the consent of the Facility Agent.



 


		(g)	Paragraph (f) above shall not apply to an amendment, supplement or waiver that is administrative
and mechanical in nature and does not give rise to a conflict with any provision of this Agreement.



 


		(h)	If, at any time, the aggregate notional principal amount of the transactions in respect of the
Hedging Agreements exceeds or, as a result of any repayment or prepayment under this Agreement, will exceed 100 per cent. of the
Loan at that time, the Borrowers must promptly notify the Facility Agent and must reduce the aggregate notional amount of those
transactions by an amount and in a manner satisfactory to the Hedge Counterparties so that it no longer exceeds or will not exceed
100 per cent. of the Loan then or that will be outstanding.



 


		(i)	Any reductions in the aggregate notional amount of the transactions in respect of the Hedging Agreements
in accordance with paragraph (h) above will be apportioned as between those transactions pro rata.



 


		(j)	Subject to paragraph (m) below, neither a Hedge Counterparty nor a Borrower may terminate or close
out any transactions in respect of any Hedging Agreement (in whole or in part) except:



 


		(i)	in accordance with paragraph (h) above;



 




    	 	34	 



     


    

 


		(ii)	on the occurrence of an Illegality, (as such expression is defined in the relevant Hedging Agreement);



 


		(iii)	in the case of termination or closing out by a Hedge Counterparty, if the Facility Agent makes
a demand for repayment of the Loan but irrespective as to whether such payment is made pursuant to that demand;



 


		(iv)	in the case of any other termination or closing out by a Hedge Counterparty or a Borrower, with
the consent of the Facility Agent;



 


		(v)	if the Secured Liabilities (other than in respect of the Hedging Agreements) have been irrevocably
and unconditionally paid and discharged in full;



 


		(vi)	if an Obligor does not pay on the due date any amount payable pursuant to a Finance Document;



 


		(vii)	if a notice is served pursuant to Clause 30.17 (Acceleration);



 


		(viii)	if ABN AMRO Bank N.V. ceases to be a Lender; or



 


		(ix)	if an Obligor becomes insolvent as referred to in Clause 30.7 (Insolvency).



 


		(k)	If a Hedge Counterparty is entitled to terminate or close out any transaction in respect of any
Hedging Agreement under paragraph (j)(iii) above, such Hedge Counterparty shall promptly terminate or close out such transaction
following a request to do so by the Security Agent.



 


		(l)	A Hedge Counterparty may only suspend making payments under a transaction in respect of a Hedging
Agreement if a Borrower is in breach of its payment obligations under any transaction in respect of that Hedging Agreement.



 


		(m)	Each Hedge Counterparty consents to, and acknowledges notices of, the assigning by way of security
by each Borrower pursuant to the relevant Hedging Agreement Assignment of its rights under the Hedging Agreements to which it is
party in favour of the Security Agent.



 


		(n)	Any such assigning by way of security is without prejudice to, and after giving effect to, the
operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement.



 


		(o)	The Security Agent shall not be liable for the performance of any of a Borrower's obligations under
a Hedging Agreement.



 


		9	Interest Periods



 


		9.1	Selection of Interest Periods



 


		(a)	The Borrowers may select the Interest Period for each Tranche in the Utilisation Request for that
Tranche. Subject to paragraph (f) below, the Borrowers may select each subsequent Interest Period in respect of each Tranche in
a Selection Notice.



 


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



 


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



 




    	 	35	 



     


    

 


		(d)	Subject to this Clause 9 (Interest Periods), the Borrowers may select an Interest Period
of 1, 3, 6, 9 or 12 Months or any other period agreed between the Borrowers and the Facility Agent (acting on the instructions
of all the Lenders) provided that the number of one month Interest Periods in any year shall not exceed three one month
Interest Periods.



 


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



 


		(f)	In respect of a Repayment Instalment, an Interest Period for a part of the Loan equal to such Repayment
Instalment shall end on the Repayment Date relating to it if such date is before the end of the Interest Period then current.



 


		(g)	The first Interest Period for a Tranche shall start on the first Utilisation Date for that Tranche
and each subsequent Interest Period shall start on the last day of the preceding Interest Period.



 


		(h)	Except for the purposes of paragraph (f) above, each Tranche shall have one Interest Period only
at any time.



 


		9.2	Changes to Interest Periods



 


		(a)	If after the Borrowers have selected and the Lenders have agreed an Interest Period longer than
three months, any Lender notifies the Facility Agent within two Business Days after the Specified Time relating to the relevant
Utilisation Request or Selection Notice that it is not satisfied that deposits in dollars for a period equal to the Interest Period
will be available to it in the Relevant Interbank Market when the Interest Period commences, the Facility Agent shall shorten the
Interest Period to three months.



 


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



 


		(c)	The Borrowers may, at their option, but subject to the consent of the Facility Agent, acting with
the approval of the Majority Lenders, such approval not to be unreasonably withheld, synchronise the Interest Period s of the Tranches
by matching the Interest Periods of any Tranche utilised under this Agreement to the Interest Periods of another Tranche.



 


		(d)	The Majority Lenders may, at their option, but subject to the consent of the Borrowers, such approval
not to be unreasonably withheld, synchronise the Interest Periods of the Tranches by matching the Interest Periods of any Tranche
utilised under this Agreement to the Interest Periods of another Tranche.



 


		9.3	Non-Business Days



 


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


 


		10	Changes to the Calculation of Interest



 


		10.1	Absence of quotations



 


Subject to Clause 10.2 (Market
disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation
by the Specified Time on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining
Reference Banks.


 




    	 	36	 



     


    

 


		10.2	Market disruption



 


		(a)	If a Market Disruption Event occurs in relation to the Loan or any Advance for any Interest Period,
then the rate of interest on each Lender's share of the Loan or such Advance for the Interest Period shall be the rate per annum
which is the sum of:



 


		(i)	the Margin; and



 


		(ii)	the rate notified to the Facility Agent by that Lender as soon as practicable and in any event
before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum
the cost to that Lender of funding its participation in the Loan or such Advance from whatever source it may reasonably select.



 


		(b)	In this Agreement "Market Disruption Event" means:



 


		(i)	at or about noon on the Quotation Day for the relevant Interest Period, LIBOR is to be determined
by reference to the Reference Banks and none or only one of the Reference Banks supplies a rate to the Facility Agent to determine
LIBOR for dollars for the relevant Interest Period; or



 


		(ii)	before close of business in London on the Quotation Day for the relevant Interest Period, the Facility
Agent receives notifications from a Lender or Lenders (whose participations in the Loan exceed 30 per cent. of the Loan) that the
cost to it or them of obtaining matching deposits in the Relevant Interbank Market would be in excess of LIBOR; or



 


		(iii)	at least one Business Day before the start of an Interest Period, the Facility Agent receives notification
from a Lender (the "Affected Lender") that for any reason it is unable to obtain dollars in the Relevant Interbank
Market in order to fund its participation in the Loan or any Advance.



 


		10.3	Alternative basis of interest or funding, suspension



 


		(a)	If a Market Disruption Event occurs and the Facility Agent or the Borrowers so require, the Facility
Agent and the Borrowers shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute
basis for determining the rate of interest or (as the case may be) an alternative basis for funding.



 


		(b)	Any substitute or alternative basis agreed pursuant to paragraph (a) above shall, with the prior
consent of all the Lenders and the Borrowers, be binding on all Parties.



 


		(c)	If a Market Disruption Event occurs before an Advance is made:



 


		(i)	in circumstances falling within paragraph (b)(i) of Clause 10.2 (Market disruption) or paragraph (b)(ii)
of Clause 10.2 (Market disruption), the Lenders' obligation to make that Advance; or



 


		(ii)	in circumstances falling within paragraph (b)(iii) of Clause 10.2 (Market disruption), the
Affected Lender's obligation to participate in that Advance,



 


shall be suspended while the circumstances
giving rise to the Market Disruption Event continue.


 


		10.4	Break Costs



 


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



 




    	 	37	 



     


    

 


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



 


		11	Fees



 


		11.1	Commitment fee



 


		(a)	The Borrowers shall pay to the Facility Agent (for the account of each Lender) a fee computed at
the rate of 40 per cent. of the Margin payable quarterly in arrears on the undrawn and un-cancelled portion of the Loan from the
date of this Agreement.



 


		(b)	If a Tranche or part of a Tranche is cancelled, the accrued commitment fee is payable on the cancelled
amount of the relevant Lender's Commitment at the time the cancellation is effective.



 


		11.2	Upfront Fee



 


The Borrowers shall
pay to the Facility Agent for distribution to the Mandated Lead Arranger and the Bookrunner an upfront fee in the amount and at
the times agreed in a Fee Letter.


 


		11.3	Security Agent and Facility Agent fee



 


The Borrowers shall pay to the Facility
Agent (for distribution to the Security Agent as agreed between the Security Agent and the Facility Agent) a facility and security
agency fee in the amount and at the times agreed in a Fee Letter.


 




    	 	38	 



     


    

 


Section
6


 


Additional
Payment Obligations


 


		12	Tax Gross Up and Indemnities



 


		12.1	Definitions



 


		(a)	In this Agreement:



 


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


 


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


 


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


 


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


 


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



 


		(c)	This Clause 12 (Tax Gross Up and Indemnities) shall not apply to any Hedging Agreement.



 


		12.2	Tax gross-up



 


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



 


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



 


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



 


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



 


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



 




    	 	39	 



     


    

 


		12.3	Tax indemnity



 


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



 


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



 


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



 


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



 


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



 


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


 


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



 


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


 


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



 


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



 


		12.4	Tax Credit



 


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


 


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



 


		(b)	that Finance Party has obtained and utilised that Tax Credit,



 


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


 


		12.5	Stamp taxes



 


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


 


		12.6	VAT



 


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



 




    	 	40	 



     


    

 


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



 


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



 


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



 


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



 


		(d)	Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when such Party
is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference
to any member of such group at such time.



 


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



 


		12.7	FATCA Information



 


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



 


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



 


		(A)	a FATCA Exempt Party; or



 


		(B)	not a FATCA Exempt Party; and



 


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



 




    	 	41	 



     


    

 


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



 


		(i)	any law or regulation;



 


		(ii)	any fiduciary duty; or



 


		(iii)	any duty of confidentiality.



 


		(d)	If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation
or other information requested in accordance with 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.



 


		12.8	FATCA Deduction



 


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



 


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



 


		12.9	Lender FATCA compliance



 


Each Lender agrees to make reasonable
efforts to become FATCA compliant.


 


		13	Increased Costs



 


		13.1	Increased costs



 


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



 


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



 


		(ii)	compliance with any law or regulation made,



 


in each case after the date of this
Agreement; or


 




    	 	42	 



     


    

 


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



 


		(b)	In this Agreement:



 


		(i)	"Basel III" means:



 


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



 


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



 


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



 


		(ii)	"CRD IV" means:



 


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



 


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



 


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



 


		(iii)	"Increased Costs" means:



 


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



 


		(B)	an additional or increased cost; or



 


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



 


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


 


		13.2	Increased cost claims



 


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



 


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



 




    	 	43	 



     


    

 


		13.3	Exceptions



 


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


 


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



 


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



 


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



 


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



 


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



 


		(f)	incurred by a Hedge Counterparty in its capacity as such.



 


		14	Other Indemnities



 


		14.1	Currency indemnity



 


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



 


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



 


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



 


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


 


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



 


		(c)	This Clause 14.1 (Currency indemnity) does not apply to any sum due to a Hedge Counterparty
in its capacity as such.



 


		14.2	Other indemnities



 


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



 


		(i)	the occurrence of any Event of Default;



 


		(ii)	a failure by an Obligor to pay any amount due under a Finance Document on its due date, including
without limitation, any cost, loss or liability arising as a result of Clause 37 (Sharing Among the Finance Parties);



 




    	 	44	 



     


    

 


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



 


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



 


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



 


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



 


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



 


		(ii)	in connection with any Environmental Claim.



 


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



 


		14.3	Mandatory Cost



 


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


 


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



 


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



 


which, in each case, is referable
to that Lender's participation in the Loan.


 




    	 	45	 



     


    

 


		14.4	Indemnity to the Servicing Parties



 


Each Obligor shall, on demand, indemnify
each Servicing Party against any reasonable cost, loss or liability incurred by that Servicing Party (acting reasonably) as a result
of:


 


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



 


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



 


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



 


		14.5	Indemnity to the Facility Agent



 


Each Obligor shall, on demand, indemnify
the Facility Agent against any reasonable cost, loss or liability incurred by the Facility Agent (otherwise than by reason of the
Facility Agent's gross negligence or wilful misconduct) or, in the case of any cost, loss or liability pursuant to Clause 38.11
(Disruption to Payment Systems etc.) notwithstanding the Facility Agent's negligence, gross negligence or any other category
of liability whatsoever but not including any claim based on the fraud of the Facility Agent in acting as Facility Agent under
the Finance Documents.


 


		14.6	Indemnity to the Security Agent



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(b)	The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured
Parties, indemnify itself out of the Charged Property in respect of, and pay and retain, all sums necessary to give effect to the
indemnity in this Clause 14.6 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the
proceeds of the enforcement of the Transaction Security for all monies payable to it.



 




    	 	46	 



     


    

 


		15	Mitigation by the Finance Parties



 


		15.1	Mitigation



 


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



 


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



 


		15.2	Limitation of liability



 


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



 


		(b)	A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the
opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.



 


		16	Costs and Expenses



 


		16.1	Transaction expenses



 


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


 


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



 


		(b)	the Transaction Security; and



 


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



 


		16.2	Amendment costs



 


If:


 


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



 


		(b)	an amendment is required pursuant to Clause 38.9 (Change of currency); or



 


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



 


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


 


		16.3	Enforcement and preservation costs



 


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


 




    	 	47	 



     


    

 


Section
7


 


Guarantees
and Joint and Several Liability of Borrowers


 


		17	Guarantee and Indemnity – Guarantors



 


		17.1	Guarantee and indemnity



 


Each Guarantor irrevocably and unconditionally:


 


		(a)	guarantees to each Finance Party punctual performance by each Obligor other than the Guarantors
of all such other Obligor's obligations under the Finance Documents;



 


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



 


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



 


		17.2	Continuing guarantee



 


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


 


		17.3	Reinstatement



 


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


 


		17.4	Waiver of defences



 


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


 


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



 


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



 




    	 	48	 



     


    

 


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



 


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



 


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



 


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



 


		(g)	any insolvency or similar proceedings.



 


		17.5	Immediate recourse



 


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


 


		17.6	Appropriations



 


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


 


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



 


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



 




    	 	49	 



     


    

 


		17.7	Deferral of Guarantors' rights



 


All rights which the Guarantors at
any time have (whether in respect of this guarantee, a mortgage or any other transaction) against any Borrower, any other Obligor
or their respective assets shall be fully subordinated to the rights of the Secured Parties under the Finance Documents and until
the end of the Security Period and unless the Facility Agent otherwise directs, the Guarantors will not exercise any rights which
they may have (whether in respect of any Finance Document to which it is a Party or any other transaction) by reason of performance
by the Guarantors of their obligations under the Finance Documents or by reason of any amount being payable, or liability arising,
under this Clause 17 (Guarantee and Indemnity – Guarantors):


 


		(a)	to be indemnified by an Obligor;



 


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



 


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



 


		(d)	to bring legal or other proceedings for an order requiring any Obligor to make any payment, or
perform any obligation, in respect of which the Guarantors have given a guarantee, undertaking or indemnity under Clause 17 (Guarantee
and Indemnity – Guarantors);



 


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



 


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



 


If the Guarantors receive any benefit,
payment or distribution in relation to such rights they shall hold that benefit, payment or distribution to the extent necessary
to enable all amounts which may be or become payable to the Secured Parties by the Obligors under or in connection with the Finance
Documents to be repaid in full on trust for the Secured Parties and shall promptly pay or transfer the same to the Facility Agent
or as the Facility Agent may direct for application in accordance with Clause 38 (Payment Mechanics).


 


		17.8	Additional security



 


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


 


		17.9	Applicability of provisions of Guarantee to other Security



 


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


 


		18	Joint and Several Liability of the Guarantors



 


		18.1	Joint and several liability



 


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


 




    	 	50	 



     


    

 


		18.2	Waiver of defences



 


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


 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(j)	any insolvency or similar proceedings.



 


		18.3	Principal Debtor



 


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


 


		18.4	Guarantor restrictions



 


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



 


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



 


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



 




    	 	51	 



     


    

 


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



 


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



 


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



 


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



 


		18.5	Deferral of Guarantors' rights



 


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


 


		(a)	to be indemnified by the other Guarantor; or



 


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



 


		19	Joint and Several Liability of the Borrowers



 


		19.1	Joint and several liability



 


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


 


		19.2	Waiver of defences



 


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


 


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



 


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



 


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



 


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



 


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



 


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



 


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



 




    	 	52	 



     


    

 


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



 


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



 


		(j)	any insolvency or similar proceedings.



 


		19.3	Principal Debtor



 


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


 


		19.4	Borrower restrictions



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		19.5	Deferral of Borrowers' rights



 


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


 


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



 


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



 




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Section
8


 


Guarantee
and Indemnity - Hedge Guarantors


 


		20	Guarantee and Indemnity – Hedge Guarantors



 


		20.1	Guarantee and indemnity



 


Each Hedge Guarantor irrevocably
and unconditionally:


 


		(a)	guarantees to each Finance Party punctual performance by each Borrower of all that Borrower's obligations
under the Hedging Agreements;



 


		(b)	undertakes with each Finance Party that whenever a Borrower does not pay any amount when due under
or in connection with any Hedging Agreement, that Hedge Guarantor shall immediately on demand pay that amount as if it were the
principal obligor; and



 


		(c)	agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable,
invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against
any cost, loss or liability it incurs as a result of a Borrower not paying any amount which would, but for such unenforceability,
invalidity or illegality, have been payable by it under any Hedging Agreement on the date when it would have been due. The amount
payable by a Hedge Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 20 (Guarantee
and Indemnity – Hedge Guarantors) if the amount claimed had been recoverable on the basis of a guarantee.



 


		20.2	Continuing guarantee



 


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


 


		20.3	Reinstatement



 


If any discharge, release or arrangement
(whether in respect of the obligations of any Borrower or any security for those obligations or otherwise) is made by a Secured
Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency,
liquidation, administration or otherwise, without limitation, then the liability of each Hedge Guarantor under this Clause 20 (Guarantee
and Indemnity – Hedge Guarantors) will continue or be reinstated as if the discharge, release or arrangement had not
occurred.


 


		20.4	Waiver of defences



 


The obligations of each Hedge Guarantor
under this Clause 20 (Guarantee and Indemnity – Hedge Guarantors) (and in respect of any Transaction Security will
not be affected or discharged by an act, omission, matter or thing which, but for this Clause 20.4 (Waiver of defences),
would reduce, release or prejudice any of its obligations under this Clause 20 (Guarantee and Indemnity – Hedge Guarantors))
or in respect of any Transaction Security (without limitation and whether or not known to it or any Secured Party) including:


 


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



 


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



 




    	 	54	 



     


    

 


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



 


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



 


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



 


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



 


		(g)	any insolvency or similar proceedings.



 


		20.5	Immediate recourse



 


Each Hedge Guarantor waives any right
it may have of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed against or enforce any other
rights or security or claim payment from any person (including without limitation to commence any proceedings under any Finance
Document or to enforce any Transaction Security) before claiming or commencing proceedings under this Clause 20 (Guarantee and
Indemnity – Hedge Guarantors).


 


This waiver applies irrespective
of any law or any provision of a Finance Document to the contrary.


 


		20.6	Appropriations



 


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


 


		(a)	refrain from applying or enforcing any other moneys, security or rights held or received by that
Secured Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner
and order as it sees fit (whether against those amounts or otherwise) and no Hedge Guarantor shall be entitled to the benefit of
the same; and



 


		(b)	hold in an interest-bearing suspense account any moneys received from any Hedge Guarantor or on
account of any Hedge Guarantor's liability under this Clause 20 (Guarantee and Indemnity – Hedge Guarantors).



 


		20.7	Deferral of Hedge Guarantors' rights



 


All rights which each Hedge Guarantor
at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against any Borrower, any other Obligor
or their respective assets shall be fully subordinated to the rights of the Secured Parties under the Finance Documents and until
the end of the Security Period and unless the Facility Agent otherwise directs, no Hedge Guarantor will exercise any rights which
it may have (whether in respect of any Finance Document to which it is a Party or any other transaction) by reason of performance
by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this
Clause 20 (Guarantee and Indemnity – Hedge Guarantors):


 




    	 	55	 



     


    

 


		(a)	to be indemnified by an Obligor;



 


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



 


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



 


		(d)	to bring legal or other proceedings for an order requiring any Obligor to make any payment, or
perform any obligation, in respect of which any Hedge Guarantor has given a guarantee, undertaking or indemnity under Clause 19
(Joint and Several Liability of the Borrowers);



 


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



 


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



 


If a Hedge Guarantor receives any
benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary
to enable all amounts which may be or become payable to the Secured Parties by the Obligors under or in connection with the Finance
Documents to be repaid in full on trust for the Secured Parties and shall promptly pay or transfer the same to the Facility Agent
or as the Facility Agent may direct for application in accordance with Clause 38 (Payment Mechanics).


 


		20.8	Additional security



 


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


 


		20.9	Applicability of provisions of Guarantee to other Security



 


Clauses 20.2 (Continuing guarantee),
20.3 (Reinstatement), 20.4 (Waiver of defences), 20.5 (Immediate recourse), 20.6 (Appropriations),
20.7 (Deferral of Hedge Guarantors' rights) and 20.8 (Additional security) shall apply, with any necessary modifications,
to any Security which a Hedge Guarantor creates (whether at the time at which it signs this Agreement or at any later time) to
secure the Secured Liabilities or any part of them.


 




    	 	56	 



     


    

 


Section
9


 


Representations,
Undertakings and Events of Default


 


		21	Representations



 


		21.1	General



 


Each Obligor makes the representations
and warranties set out in this Clause 21 (Representations) to each Finance Party on the date of this Agreement.


 


		21.2	Status



 


		(a)	In the case of each Borrower and the Corporate Guarantor, it is a limited liability company, duly
formed and validly existing in good standing under the law of its jurisdiction of incorporation and in the case of the Parent Guarantor
it is a corporation, duly incorporated and validly existing in good standing under the law of its jurisdiction of incorporation.



 


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



 


		21.3	Membership interests and ownership



 


		(a)	The aggregate membership interests expressed in terms of shares authorised to be issued by each
Borrower is one hundred LLC shares, which shares are uncertified.



 


		(b)	The legal title to and beneficial interest in the membership interests in each Borrower is held
free of any Security or any other claim by the Corporate Guarantor.



 


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



 


		(d)	The legal title to and beneficial interest in the membership interests in the Corporate Guarantor
is held free of any Security or any other claim by the Parent Guarantor.



 


		21.4	Binding obligations



 


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


 


		21.5	Validity, effectiveness and ranking of Security



 


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



 


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



 


		(c)	The Transaction Security granted by it to the Security Agent or any other Secured Party has or
will when created or intended to be created have first ranking priority or such other priority it is expressed to have in the Finance
Documents and is not subject to any prior ranking or pari passu ranking security.



 


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



 




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		21.6	Non-conflict with other obligations



 


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


 


		(a)	any law or regulation applicable to it;



 


		(b)	the constitutional documents of any member of the Group; or



 


		(c)	any agreement or instrument binding upon it or any member of the Group or any member of the Group's
assets or constitute a default or termination event (however described) under any such agreement or instrument.



 


		21.7	Power and authority



 


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



 


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



 


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



 


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



 


		21.8	Validity and admissibility in evidence



 


All Authorisations required or desirable:


 


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



 


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



 


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


 


		21.9	Governing law and enforcement



 


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



 


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



 


		21.10	Insolvency



 


No:


 


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



 


		(b)	creditors' process described in Clause 7.2 (Change of control),



 


has been taken or, to its knowledge,
threatened in relation to a member of the Group; and none of the circumstances described in Clause 30.7 (Insolvency) applies
to a member of the Group.


 




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		21.11	No filing or stamp taxes



 


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


 


		21.12	Deduction of Tax



 


It is not required to make any deduction
for or on account of a Tax Deduction from any payment it may make under any Finance Document to which it is a party.


 


		21.13	No default



 


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



 


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



 


		21.14	No misleading information



 


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



 


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



 


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



 


		21.15	Financial Statements



 


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



 


		(b)	Its Original Financial Statements give a true and fair view of its financial condition and operations
(consolidated in the case of the Parent Guarantor) during the relevant financial year.



 


		(c)	There has been no material adverse change in its assets, business or financial condition (or the
assets, business or consolidated financial condition of the Group, in the case of the Parent Guarantor) since 31 December 2015.



 




    	 	59	 



     


    

 


		(d)	Its most recent financial statements delivered pursuant to Clause 22.2 (Financial statements):



 


		(i)	have been prepared in accordance with Clause 22.4 (Requirements as to financial statements);
and



 


		(ii)	give a true and fair view of (if audited) or fairly represent (if unaudited) its financial condition
and operations (consolidated in the case of the Guarantor) during the relevant financial year.



 


		(e)	Since the date of the most recent financial statements delivered pursuant to Clause 22.2 (Financial
statements) there has been no material adverse change in its business, assets or financial condition (or the business or consolidated
financial condition of the Group, in the case of the Guarantor).



 


		21.16	Pari passu ranking



 


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


 


		21.17	No proceedings pending or threatened



 


No litigation, arbitration or administrative
proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code
or of the ISPS Code) of or before any court, arbitral body or agency have (to the best of its knowledge and belief (having made
due and careful enquiry)) been started or threatened against it.


 


		21.18	Validity and completeness of the MOAs



 


		(a)	The MOAs each constitute legal, valid, binding and enforceable obligations of the parties to it.



 


		(b)	The copies of each of the MOAs delivered to the Facility Agent before the date of this Agreement
is a true and complete copy.



 


		(c)	No material amendments or additions to any of the MOAs have been agreed nor have any rights under
and of the MOAs been waived.



 


		21.19	Valuations



 


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



 


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



 


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



 




    	 	60	 



     


    

 


		21.20	No breach of laws



 


It has not breached any law or regulation
which breach has had or could reasonably be expected to have a Material Adverse Effect.


 


		21.21	No Charter



 


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


 


		21.22	Compliance with Environmental Laws



 


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


 


		21.23	No Environmental Claim



 


No Environmental Claim has been made
or threatened against any member of the Group or any Ship.


 


		21.24	No Environmental Incident



 


No Environmental Incident has occurred
and no person has claimed that an Environmental Incident has occurred.


 


		21.25	ISM and ISPS Code compliance



 


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


 


		21.26	Taxes paid



 


		(a)	It is not and no other member of the Group is materially overdue in the filing of any Tax returns
and it is not (and no other member of the Group is) overdue in the payment of any amount in respect of Tax.



 


		(b)	No claims or investigations are being, or could reasonably be expected to be, made or conducted
against it (or any other member of the Group) with respect to Taxes.



 


		21.27	Financial Indebtedness



 


No Borrower has any Financial Indebtedness
outstanding other than as permitted by this Agreement.


 


		21.28	Overseas companies



 


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


 


		21.29	Good title to assets



 


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


 




    	 	61	 



     


    

 


		21.30	Ownership



 


		(a)	On and from the Utilisation Date of Tranche A, Saltee Shipco LLC will be the sole legal and beneficial
owner of Ship A, its Earnings and its Insurances.



 


		(b)	On and from the Utilisation Date of Tranche B, Blasket Shipco LLC will be the sole legal and beneficial
owner of Ship B, its Earnings and its Insurances.



 


		(c)	On and from the Utilisation Date of Tranche C, Ballycotton Shipco LLC will be the sole legal and
beneficial owner of Ship C, its Earnings and its Insurances.



 


		(d)	On and from the Utilisation Date of Tranche D, Killary Shipco LLC will be the sole legal and beneficial
owner of Ship D, its Earnings and its Insurances.



 


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



 


		21.31	Centre of main interests and establishments



 


For the purposes of The Council of
the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the "Regulation"), its centre of main interest
(as that term is used in Article 3(1) of the Regulation) is situated in Bermuda and it has no "establishment" (as that
term is used in Article 2(h) of the Regulation) in any other jurisdiction save as disclosed to, and agreed by, the Lenders.


 


		21.32	Place of business



 


No Obligor has a place of business
in any countries other than as delivered to the Facility Agent in writing, and agreed to by the Lenders, on or around the date
of this Agreement.


 


		21.33	No employee or pension arrangements



 


No Obligor has any employees (other
than as disclosed to the Lenders) or any liabilities under any pension scheme.


 


		21.34	Sanctions



 


		(a)	No Transaction Obligor:



 


		(i)	is a Prohibited Person;



 


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



 


		(iii)	owns or controls a Prohibited Person.



 


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



 


		21.35	US Tax Obligor



 


No Transaction Obligor is a US Tax
Obligor.


 




    	 	62	 



     


    

 


		21.36	Repetition



 


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


 


		22	Information Undertakings



 


		22.1	General



 


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


 


		22.2	Financial statements



 


The Obligors shall ensure that there
are provided to the Facility Agent in sufficient copies for all the Lenders:


 


		(a)	as soon as they become available, but in any event within 120 days after the end of each of its
respective financial years the audited consolidated financial statements of the Parent Guarantor for that financial year.



 


		(b)	as soon as the same become available, but in any event within 60 days after the end of each quarter
of each of their respective financial years the consolidated financial statement of the Parent Guarantor for that financial quarter
year.



 


		22.3	Compliance Certificate



 


		(a)	The Parent Guarantor shall supply to the Facility Agent, with each set of financial statements
delivered pursuant to paragraph (a) or (b) of Clause 22.2 (Financial statements), a Compliance Certificate setting out (in
reasonable detail) computations as to compliance with Clause 23 (Financial Covenants) as at the date as at which those financial
statements were drawn up.



 


		(b)	Each Compliance Certificate shall be signed by both one director and one senior officer of the
Parent Guarantor.



 


		22.4	Requirements as to financial statements



 


		(a)	Each set of financial statements delivered by a Borrower pursuant to Clause 22.2 (Financial
statements) shall be certified by a director or officer of the relevant company as giving a true and fair view (if audited)
or fairly representing (if unaudited) its financial condition and operations as at the date as at which those financial statements
were drawn up.



 


		(b)	The Borrowers shall procure that each set of financial statements delivered pursuant to Clause 22.2
(Financial statements) is prepared using GAAP.



 


		(c)	The Borrowers shall procure that each set of financial statements of an Obligor delivered pursuant
to Clause 22.2 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent
with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financial
statements, it notifies the Facility Agent that there has been a change in GAAP, the accounting practices or reference periods
and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Facility Agent:



 




    	 	63	 



     


    

 


		(i)	a description of any change necessary for those financial statements to reflect the GAAP, accounting
practices and reference periods upon which that Obligor's Original Financial Statements were prepared; and



 


		(ii)	sufficient information, in form and substance as may be reasonably required by the Facility Agent,
to enable the Lenders to determine whether Clause 23 (Financial Covenants) has been complied with and make an accurate comparison
between the financial position indicated in those financial statements and that Obligor's Original Financial Statements.



 


Any reference in this Agreement to
those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon
which the Original Financial Statements were prepared.


 


		22.5	Information: miscellaneous



 


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


 


		(a)	all material documents dispatched by it to its shareholders (or any class of them) or its creditors
generally at the same time as they are dispatched;



 


		(b)	promptly upon becoming aware of them, the details of any litigation, arbitration or administrative
proceedings (including proceedings relating to any alleged or actual breach of the ISM Code or of the ISPS Code) which are current,
threatened or pending against any member of the Group, and which might have a Material Adverse Effect;



 


		(c)	promptly, such further information and/or documents regarding:



 


		(i)	each Ship, its Earnings and its Insurances;



 


		(ii)	the Charged Property;



 


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



 


		(iv)	the financial condition, business and operations of any member of the Group,



 


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


 


		22.6	Notification of Default



 


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



 


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



 


		22.7	Use of websites



 


		(a)	Each Obligor may satisfy its obligation under the Finance Documents to which it is a party to deliver
any information in relation to those Lenders (the "Website Lenders") which accept this method of communication
by posting this information onto an electronic website designated by the Borrowers and the Facility Agent (the "Designated
Website") if:



 




    	 	64	 



     


    

 


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



 


		(ii)	both the relevant Obligor and the Facility Agent are aware of the address of and any relevant password
specifications for the Designated Website; and



 


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



 


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


 


		(b)	The Facility Agent shall supply each Website Lender with the address of and any relevant password
specifications for the Designated Website following designation of that website by the Obligors or any of them and the Facility
Agent.



 


		(c)	An Obligor shall promptly upon becoming aware of its occurrence notify the Facility Agent if:



 


		(i)	the Designated Website cannot be accessed due to technical failure;



 


		(ii)	the password specifications for the Designated Website change;



 


		(iii)	any new information which is required to be provided under this Agreement is posted onto the Designated
Website;



 


		(iv)	any existing information which has been provided under this Agreement and posted onto the Designated
Website is amended; or



 


		(v)	if that Obligor becomes aware that the Designated Website or any information posted onto the Designated
Website is or has been infected by any electronic virus or similar software.



 


If an Obligor notifies the Facility
Agent under paragraph (c)(i) or paragraph (c)(v) above, all information to be provided by the Obligors under this Agreement after
the date of that notice shall be supplied in paper form unless and until the Facility Agent and each Website Lender is satisfied
that the circumstances giving rise to the notification are no longer continuing.


 


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



 


		22.8	"Know your customer" checks



 


		(a)	If:



 


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



 


		(ii)	any change in the status of an Obligor after the date of this Agreement; or



 


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



 




    	 	65	 



     


    

 


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


 


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



 


		23	Financial Covenants



 


		23.1	Financial covenants



 


The Parent Guarantor shall at all
times during the Security Period (save that in the case of paragraph (b) this shall apply from the first Utilisation Date throughout
the remainder of the Security Period) on a consolidated basis maintain:


 


		(a)	a minimum Solvency of at least 30 per cent.;



 


		(b)	minimum Cash and Cash Equivalents of an amount the greater of:



 


		(i)	$750,000 per Fleet Vessel; and



 


		(ii)	5 per cent. of the Total Consolidated Long Term Debt;



 


		(c)	a positive Working Capital excluding balloon maturities;



 


		(d)	an Adjusted Net Worth of not less than $150,000,000; and



 


		(e)	a ratio of EBITDA plus one third of cash in excess of minimum Cash and Cash Equivalents to Total
Interest Expenses, computed on a trailing 4 quarter basis shall at all times exceed 2.25:1.0.



 


The financial covenants contained
in this Clause 23.1 (Financial covenants) shall be tested semi-annually on the basis of the annual and semi-annual financial
statements provided under Clause 22.2 (Financial statements) and shall be confirmed in the relevant compliance certificate
referred to in Clause 22.3 (Compliance Certificate).


 


		23.2	Financial covenant definitions



 


The expressions used in this Clause
23 (Financial Covenants) shall be construed in accordance with GAAP as applicable, or for the purposes of this Agreement:


 


"Adjusted
Net Worth" means at any relevant time the amount by which the Consolidated Adjusted Total Assets of the Group exceed Consolidated
Adjusted Total Liabilities of the Group.


 




    	 	66	 



     


    

 


"Cash and
Cash Equivalents" means, at any relevant time:


 


		(a)	cash in hand or held with banks or financial institutions of the Parent Guarantor in Dollars or
another currency freely convertible in Dollars, which is free of any Security;



 


		(b)	any cash equivalent of the Parent Guarantor and/or its Subsidiaries; and



 


		(c)	any marketable securities of the Parent Guarantor and/or its Subsidiaries which is free of any
Security,



 


		(d)	as stated in the most recent financial statements of the Group provided in accordance with Clause
22.2 (Financial statements) and determined in accordance with GAAP.



 


"Consolidated
Adjusted Total Assets" means the Total Assets adjusted as follows:


 


		(a)	By using the Market Values Adjusted Total Assets value for the Fleet Vessels; and



 


		(b)	By excluding intangible assets (including goodwill but not long-term contract revenue is acquired
as part of a business combination).



 


"Consolidated
Adjusted Total Liabilities" means the Total Consolidated Long Term Debt plus the Current Liabilities (excluding current
portion long term debt).


 


"Current
Assets" means the current assets of the Parent Guarantor on a consolidated basis as stated in the most recent financial
statements of the Group provided in accordance with Clause 22.2 (Financial statements) and determined in accordance
with GAAP.


 


"Current
Liabilities" means the current liabilities of the Parent Guarantor on a consolidated basis as stated in the most recent
financial statements of the Group provided in accordance with Clause 22.2 (Financial statements) and determined in accordance
with GAAP.


 


"EBITDA"
means consolidated earnings before interest, taxes depreciation and amortisation.


 


"Financial
Statements" means the financial statements of the Group provided in accordance with Clause 22.2 (Financial statements).


 


"Fleet
Vessels" means any ship (including the Ships) from time to time wholly owned, leased or chartered in by the Parent Guarantor
(directly or indirectly) (excluding vessels under construction and vessels chartered in for period shorter than 24 months) (each
a "Fleet Vessel").


 


"Market
Value Adjusted Total Assets" means, at any relevant time, the Total Assets adjusted to reflect the difference of the book
value of the Fleet Vessels (as evidenced in the most recent financial statements of the Group provided in accordance with Clause
22.2 (Financial statements)) and the Fair Market Value of the Fleet Vessels.


 


"Solvency"
means Adjusted Net Worth to Market Value Adjusted Total Assets.


 


"Working
Capital" means the Current Assets less the Current Liabilities.


 


"Total
Assets" means at any relevant time, the total assets of the Parent Guarantor on a consolidated basis as stated in the
most recent financial statements of the Group provided in accordance with Clause 22.2 (Financial statements)) and determined
in accordance with GAAP.


 




    	 	67	 



     


    

 


"Total
Consolidated Long Term Debt" means, at any relevant time, the amount of the total liabilities of the Parent Guarantor
on a consolidated basis (including without limitation any liability in respect of any lease or hire purchase contract) which would
be included in the applicable Financial Statements of the Parent Guarantor as total long term debt in accordance with GAAP including
the current portion of long term debt.


 


"Total
Interest Expenses" means, in respect of any period and at any relevant time, the aggregate (calculated on a consolidated
basis of the Parent Guarantor) of:


 


		(a)	the amounts charged and posted (or estimated to be charged and posted) as a current accrual accrued
during such period by way of interest on all financial indebtedness in accordance with GAAP; and



 


		(b)	net payments in relation to interest rate hedging arrangements in respect of financial indebtedness
in accordance with GAAP (after deducting net income in relation to such interest rate hedging arrangements).



 


		23.3	Most favoured Lenders



 


In the event that the Parent Guarantor
agrees to the incorporation of any additional financial covenants or financial covenants which are more onerous than those contained
in Clause 23.1 (Financial covenants) into any financial contract or financial document relating to any other senior secured
indebtedness of the Parent Guarantor, the Parent Guarantor shall immediately notify the Facility Agent and those financial covenants
shall be deemed to apply to this Agreement as if set out in full herein with effect from the date of such financial contract or
financial document and during the currency of that financial contract or financial document. The Parent Guarantor shall enter into
additional documentation as the Facility Agent may reasonably require in respect of such incorporation.


 


		24	General Undertakings



 


		24.1	General



 


The undertakings in this Clause 24
(General Undertakings) remain in force throughout the Security Period except as the Facility Agent, acting with the authorisation
of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.


 


		24.2	Authorisations



 


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


 


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



 


		(b)	supply certified copies to the Facility Agent of any Authorisation required under any law or regulation
of a Relevant Jurisdiction or the state of the Approved Flag at any time of each Ship to enable it to:



 


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



 


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



 


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



 




    	 	68	 



     


    

 


		24.3	Compliance with laws



 


Each Obligor shall, and shall procure
that each other member of the Group and each Affiliate of any of them shall, comply in all respect with all laws and regulations
to which it may be subject, including Sanctions.


 


		24.4	Environmental compliance



 


Each Obligor shall, and shall procure
that each other Transaction Obligor will, and the Parent Guarantor shall ensure that each other member of the Group will:


 


		(a)	comply with all Environmental Laws;



 


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



 


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



 


in relation to a member of the Group
not including an Obligor only, where failure to do so has had or could reasonably be expected to have a Material Adverse Effect.


 


		24.5	Environmental claims



 


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


 


		(a)	any Environmental Claim against any member of the Group which is current, pending or threatened;
and



 


		(b)	any facts or circumstances which are reasonably likely to result in any Environmental Claim being
commenced or threatened against any member of the Group,



 


where the claim against a member
of the Group not including an Obligor, has had or could reasonably be expected to have a Material Adverse Effect.


 


		24.6	Taxation



 


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



 


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



 


		(ii)	adequate reserves are maintained for those Taxes and the costs required to contest them which have
been disclosed in its latest financial statements delivered to the Facility Agent under Clause 22.2 (Financial statements);
and



 


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



 


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



 


		24.7	Overseas companies



 


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


 




    	 	69	 



     


    

 


		24.8	Pari passu ranking



 


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


 


		24.9	Title



 


		(a)	From the Utilisation Date of Tranche A, Saltee Shipco LLC shall hold the legal title to, and own
the entire beneficial interest in Ship A, its Earnings and its Insurances;



 


		(b)	From the Utilisation Date of Tranche B, Blasket Shipco LLC shall hold the legal title to, and own
the entire beneficial interest in Ship B, its Earnings and its Insurances;



 


		(c)	From the Utilisation Date of Tranche C, Ballycotton Shipco LLC shall hold the legal title to, and
own the entire beneficial interest in Ship C, its Earnings and its Insurances;



 


		(d)	From the Utilisation Date of Tranche D, Killary Shipco LLC shall hold the legal title to, and own
the entire beneficial interest in Ship D, its Earnings and its Insurances;



 


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



 


		24.10	Negative pledge



 


		(a)	No Obligor shall create or permit to subsist any Security over any of its assets which are the
subject of the Security created or intended to be created by the Finance Documents.



 


		(b)	No Borrower shall:



 


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



 


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



 


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



 


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


 


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



 


		24.11	Disposals



 


		(a)	No Borrower shall enter into a single transaction or a series of transactions (whether related
or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset (including without limitation
any Ship, its Earnings or its Insurances) and, for the avoidance of doubt, this does not apply to the sale, lease, transfer or
otherwise disposal of any ships other than the Ships financed under this Agreement.



 


		(b)	Paragraph (a) above does not apply to any charter of a Ship to which Clause 27.16 (Restrictions
on chartering, appointment of managers etc.) applies.



 




    	 	70	 



     


    

 


		24.12	Merger



 


No Obligor shall enter into any amalgamation,
demerger, merger, consolidation or corporate reconstruction Provided that this restriction shall not apply if there is no
change of control of the Obligors and the Obligors are in compliance with Clause 7.2 (Change of control) after any such
amalgamation, demerger, merger, consolidation or corporate reconstruction.


 


		24.13	Change of business



 


		(a)	The Parent Guarantor shall procure that no substantial change is made to the general nature of
the business of the Parent Guarantor or the Group from that carried on at the date of this Agreement.



 


		(b)	No Borrower shall engage in any business other than the ownership and operation of its Ship.



 


		24.14	Financial Indebtedness



 


The Borrowers shall not incur any
Financial Indebtedness except for Permitted Financial Indebtedness.


 


		24.15	Expenditure



 


No Borrower shall incur any expenditure,
except for expenditure reasonably incurred in the ordinary course of owning, operating, maintaining and repairing its Ship.


 


		24.16	Membership interests



 


No Borrower shall:


 


		(a)	purchase, cancel or redeem any of its membership interests;



 


		(b)	increase or reduce its authorised membership interests;



 


		(c)	issue any membership interests except to the Corporate Guarantor and provided such new membership
interests are made subject to the terms of the relevant Membership Interests Security applicable to that Borrower immediately upon
the issue thereof in a manner satisfactory to the Facility Agent and the terms of that Membership Interests Security are complied
with;



 


		(d)	appoint any further director or officer of that Borrower (unless the provisions of the Membership
Interests Security applicable to that Borrower are complied with).



 


		24.17	Dividends



 


Each Obligor may make or pay any
dividend or other distribution (in cash or in kind) in respect of its membership interests provided always that no Default has
occurred and is continuing or would result from the making of any such payment and for the avoidance of doubt, provided there is
no breach of Clause 23 (Financial Covenants) resulting from a payment of any such dividend.


 


		24.18	Accounts



 


No Borrower shall open or maintain
any account with any bank or financial institution except its Earnings Account and accounts with the Account Bank, the Facility
Agent or the Security Agent for the purposes of the Finance Documents.


 




    	 	71	 



     


    

 


		24.19	Other transactions



 


No Borrower shall:


 


		(a)	be the creditor in respect of any loan or any form of credit to any person other than another Obligor
and where such loan or form of credit is Permitted Financial Indebtedness;



 


		(b)	give or allow to be outstanding any guarantee or indemnity to or for the benefit of any person
in respect of any obligation of any other person or enter into any document under which that Borrower assumes any liability of
any other person other than any guarantee or indemnity given under the Finance Documents.



 


		(c)	enter into any material agreement other than:



 


		(i)	the Transaction Documents;



 


		(ii)	any other agreement expressly allowed under any other term of this Agreement; and



 


		(d)	enter into any transaction on terms which are, in any respect, less favourable to that Borrower
than those which it could obtain in a bargain made at arms' length; or



 


		(e)	acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit
issued by major North American or European banks.



 


		24.20	Unlawfulness, invalidity and ranking; Security imperilled



 


No Obligor shall and the Obligors
shall procure that no other Transaction Obligor will, do (or fail to do) or cause or permit another person to do (or omit to do)
anything which could be expected to:


 


		(a)	make it unlawful for an Obligor to perform any of its obligations under the Transaction Documents;



 


		(b)	cause any obligation of an Obligor under the Transaction Documents to cease to be legal, valid,
binding or enforceable;



 


		(c)	cause any Transaction Document to cease to be in full force and effect;



 


		(d)	cause any Transaction Security to rank after, or lose its priority to, any other Security; and



 


		(e)	imperil or jeopardise the Transaction Security.



 


		24.21	Further assurance



 


		(a)	Each Obligor shall promptly, and in any event within the time period specified by the Security
Agent do all such acts (including procuring or arranging any registration, notarisation or authentication or the giving of any
notice) or execute or procure execution of all such documents (including assignments, transfers, mortgages, charges, notices, instructions,
acknowledgments, proxies and powers of attorney), as the Security Agent may specify (and in such form as the Security Agent may
require in favour of the Security Agent or its nominee(s)):



 


		(i)	to create, perfect, vest in favour of the Security Agent or protect the priority of the Security
or any right of any kind created or intended to be created under or evidenced by the Finance Documents (which may include the execution
of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject
of the Transaction Security) or for the exercise of any rights, powers and remedies of the Security Agent, any Receiver or the
Secured Parties provided by or pursuant to the Finance Documents or by law;



 




    	 	72	 



     


    

 


		(ii)	to confer on the Security Agent or confer on the Secured Parties Security over any property and
assets of that Transaction Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by
or pursuant to the Finance Documents;



 


		(iii)	to facilitate or expedite the realisation and/or sale of, the transfer of title to or the grant
of, any interest in or right relating to the assets which are, or are intended to be, the subject of the Transaction Security or
to exercise any power specified in any Finance Document in respect of which the Security has become enforceable; and/or



 


		(iv)	to enable or assist the Security Agent to enter into any transaction to commence, defend or conduct
any proceedings and/or to take any other action relating to any item of the Security Property.



 


		(b)	Each Obligor shall, and shall procure that each other Transaction Obligor will, (and the Parent
Guarantor shall procure that each member of the Group will) take all such action as is available to it (including making all filings
and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred
or intended to be conferred on the Security Agent or the Secured Parties by or pursuant to the Finance Documents.



 


		(c)	At the same time as a Transaction Obligor delivers to the Security Agent any document executed
under this Clause 24.21 (Further assurance), that Transaction Obligor shall deliver to the Security Agent a certificate
signed by two of that Transaction Obligor's directors or officers which shall:



 


		(i)	set out the text of a resolution of that Transaction Obligor's directors specifically authorising
the execution of the document specified by the Security Agent; and



 


		(ii)	state that either the resolution was duly passed at a meeting of the directors validly convened
and held, throughout which a quorum of directors entitled to vote on the resolution was present, or that the resolution has been
signed by all the directors of officers and is valid under that Transaction Obligor's articles of association or other constitutional
documents.



 


		24.22	Sanctions



 


		(a)	Each Obligor shall comply in all respects with all Sanctions.



 


		(b)	No Obligor shall use any revenue or benefit derived from any activity or dealing with a Restricted
Person in discharging any obligation due or owing to the Finance Parties.



 


		(c)	Each Obligor shall procure that no proceeds from any activity or dealing with a Restricted Person
are credited to any bank account held with any Finance Party in its name.



 


		(d)	Each Obligor shall, to the extent permitted by law, promptly upon becoming aware of them supply
to the Facility Agent details of any claim, action, suit, proceedings or investigation against it with respect to Sanctions by
any Sanctions Authority.



 


		(e)	The Obligors shall not, and shall not permit or authorise any other person to, directly or indirectly,
make available any proceeds to the Facility to fund or facilitate trade, business or other activities (i) involving or for the
benefit of any Restricted Person or (ii) in any other manner that could result in any Obligor or a Finance Party being in breach
of any Sanctions or becoming a Restricted Person.



 




    	 	73	 



     


    

 


		24.23	Use of proceeds



 


		(a)	The Obligors shall not, and shall procure that each other member of the Group and any Affiliate
of any of them shall not, permit or authorise any other person to, directly or indirectly, use, lend, make payments of, contribute
or otherwise make available, all or any part of the proceeds of the Facility or other transactions contemplated by this Agreement
to fund or facilitate trade, business or other activities: (i) involving or for the benefit of any Restricted Person; or (ii) in
any other manner that could result in any Obligor or a Finance Party being in breach of any Sanctions or becoming a Restricted
Person.



 


		(b)	Each Party acknowledges and agrees that the Obligors do not undertake under paragraph (a) above
in favour of any Lender incorporated or having its registered office in the Federal Republic of Germany and no such Lender shall
have any right thereunder and shall be deemed not to be a party to the provisions of this Clause 24.23 (Use of proceeds).



 


		24.24	Anti-corruption law



 


		(a)	No Obligor shall (and the Parent Guarantor shall ensure that no other member of the Group will)
directly or indirectly use the proceeds of the Facility for any purpose which would breach the Bribery Act 2010, the United States
Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.



 


		(b)	Each Obligor shall (and the Parent Guarantor shall ensure that each other member of the Group will):



 


		(i)	conduct its business in compliance with applicable anti-corruption laws; and



 


		(ii)	maintain policies and procedures designed to promote and achieve compliance with such laws.



 


		24.25	No variation, release etc. of Pool Agreement



 


No Obligor shall, without notice
to the Lenders, whether by a document, by conduct, by acquiescence or in any other way:


 


		(a)	vary the terms of the Pool Agreement in any material respect;



 


		(b)	release, waive, suspend or subordinate or permit to be lost or impaired any interest or right of
any kind which such Obligor has at any time to, in or in connection with Pool Agreement or in relation to any matter arising out
of or in connection with the Pool Agreement;



 


		(c)	waive any person's breach of the Pool Agreement; or



 


		(d)	rescind or terminate the Pool Agreement or treat itself as discharged or relieved from further
performance of any of its obligations or liabilities under the Pool Agreement.



 


		25	Insurance Undertakings



 


		25.1	General



 


In respect of a Ship, the undertakings
in this Clause 25 (Insurance Undertakings) shall apply and remain in force on and from the Utilisation Date in relation
to the relevant Tranche and throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation
of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.


 




    	 	74	 



     


    

 


		25.2	Maintenance of obligatory insurances



 


Each Borrower shall keep the Ship
owned by it insured at its expense against:


 


		(a)	fire and usual marine risks (including hull and machinery, increased value and excess risks);



 


		(b)	war risks (including blocking and trapping);



 


		(c)	protection and indemnity risks; and



 


		(d)	any other risks against which the Facility Agent acting on the instructions of the Majority Lenders
considers, having regard to practices and other circumstances prevailing at the relevant time, it would be reasonable for that
Borrower to insure and which are specified by the Facility Agent by notice to that Borrower.



 


		25.3	Terms of obligatory insurances



 


In respect of each Ship, the Borrowers
shall effect such insurances:


 


		(a)	in dollars;



 


		(b)	in the case of fire and usual marine risks and war risks, in an amount on an agreed value basis
at least the greater of:



 


		(i)	when aggregated with the insured values of the other Ships then subject to a Mortgage, 110 per
cent. of the Loan; and



 


		(ii)	the market value of that Ship;



 


		(c)	in the case of oil pollution liability risks, for an aggregate amount equal to the highest level
of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance
market;



 


		(d)	in the case of protection and indemnity risks, in respect of the full tonnage of its Ship;



 


		(e)	on approved terms; and



 


		(f)	through Approved Brokers and with approved insurance companies and/or underwriters or, in the case
of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations.



 


		25.4	Further protections for the Finance Parties



 


In addition to the terms set out
in Clause 25.3 (Terms of obligatory insurances), each Borrower shall procure that the obligatory insurances effected by
it shall:


 


		(a)	subject always to paragraph (b), name that Borrower as the sole named insured unless the interest
of every other named insured is limited:



 


		(i)	in respect of any obligatory insurances for hull and machinery and war risks:



 


		(A)	to any provable out-of-pocket expenses that it has incurred and which form part of any recoverable
claim on underwriters; and



 


		(B)	to any third party liability claims where cover for such claims is provided by the policy (and
then only in respect of discharge of any claims made against it); and



 




    	 	75	 



     


    

 


		(ii)	in respect of any obligatory insurances for protection and indemnity risks, to any recoveries it
is entitled to make by way of reimbursement following discharge of any third party liability claims made specifically against it;



 


and every other named insured has
undertaken in writing to the Security Agent (in such form as it requires) that any deductible shall be apportioned between that
Borrower and every other named insured in proportion to the gross claims made or paid by each of them and that it shall do all
things necessary and provide all documents, evidence and information to enable the Security Agent to collect or recover any moneys
which at any time become payable in respect of the obligatory insurances;


 


		(b)	whenever the Facility Agent requires, name (or be amended to name) the Security Agent as additional
named insured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against
the Security Agent, but without the Security Agent thereby being liable to pay (but having the right to pay) premiums, calls or
other assessments in respect of such insurance Provided that this paragraph (b) shall not apply to the protection and indemnity
risks;



 


		(c)	name the Security Agent as loss payee with such directions for payment as the Facility Agent may
specify;



 


		(d)	provide that all payments by or on behalf of the insurers under the obligatory insurances to the
Security Agent shall be made without set off, counterclaim or deductions or condition whatsoever;



 


		(e)	provide that the obligatory insurances shall be primary without right of contribution from other
insurances which may be carried by the Security Agent or any other Finance Party; and



 


		(f)	provide that the Security Agent may make proof of loss if that Borrower fails to do so.



 


		25.5	Renewal of obligatory insurances



 


Each Borrower shall:


 


		(a)	at least 21 days before the expiry of any obligatory insurance effected by it:



 


		(i)	notify the Facility Agent of the Approved Brokers (or other insurers) and any protection and indemnity
or war risks association through or with which it proposes to renew that obligatory insurance and of the proposed terms of renewal;
and



 


		(ii)	obtain the Facility Agents' approval to the matters referred to in sub-paragraph (i) of paragraph
(a) above;



 


		(b)	at least 14 days before the expiry of any obligatory insurance, renew that obligatory insurance
in accordance with the Facility Agent's approval pursuant to paragraph (a) above; and



 


		(c)	procure that the Approved Brokers and/or the approved war risks and protection and indemnity associations
with which such a renewal is effected shall promptly after the renewal notify the Facility Agent in writing of the terms and conditions
of the renewal.



 


		25.6	Copies of policies; letters of undertaking



 


Each Borrower shall ensure that the
Approved Brokers provide the Security Agent with:


 


		(a)	pro forma copies of all policies relating to the obligatory insurances which they are to
effect or renew; and



 




    	 	76	 



     


    

 


		(b)	a letter or letters or undertaking in a form required by the Facility Agent and including undertakings
by the Approved Brokers that:



 


		(i)	they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice
of assignment complying with the provisions of Clause 25.4 (Further protections for the Finance Parties);



 


		(ii)	they will hold such policies, and the benefit of such insurances, to the order of the Security
Agent in accordance with such loss payable clause;



 


		(iii)	they will advise the Security Agent immediately of any material change to the terms of the obligatory
insurances;



 


		(iv)	they will, if they have not received notice of renewal instructions from the relevant Borrower
or its agents, notify the Security Agent not less than 14 days before the expiry of the obligatory insurances;



 


		(v)	if they receive instructions to renew the obligatory insurances, they will promptly notify the
Facility Agent of the terms of the instructions;



 


		(vi)	they will not set off against any sum recoverable in respect of a claim relating to the Ship owned
by that Borrower under such obligatory insurances any premiums or other amounts due to them or any other person whether in respect
of that Ship or otherwise, they waive any lien on the policies, or any sums received under them, which they might have in respect
of such premiums or other amounts and they will not cancel such obligatory insurances by reason of non-payment of such premiums
or other amounts; and



 


		(vii)	they will arrange for a separate policy to be issued in respect of the Ship owned by that Borrower
forthwith upon being so requested by the Facility Agent.



 


		25.7	Copies of certificates of entry



 


Each Borrower shall ensure that any
protection and indemnity and/or war risks associations in which the Ship owned by it is entered provide the Security Agent with:


 


		(a)	a certified copy of the certificate of entry for that Ship;



 


		(b)	a letter or letters of undertaking in such form as may be required by the Facility Agent acting
on the instructions of Majority Lenders; and



 


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



 


		25.8	Deposit of original policies



 


Each Borrower shall ensure that all
policies relating to obligatory insurances effected by it are deposited with the Approved Brokers through which the insurances
are effected or renewed.


 


		25.9	Payment of premiums



 


Each Borrower shall punctually pay
all premiums or other sums payable in respect of the obligatory insurances effected by it and produce all relevant receipts when
so required by the Facility Agent or the Security Agent.


 




    	 	77	 



     


    

 


		25.10	Guarantees



 


Each Borrower shall ensure that any
guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force and effect.


 


		25.11	Compliance with terms of insurances



 


		(a)	No Borrower shall do or omit to do (nor permit to be done or not to be done) any act or thing which
would or might render any obligatory insurance invalid, void, voidable or unenforceable or render any sum payable under an obligatory
insurance repayable in whole or in part.



 


		(b)	Without limiting paragraph (a) above, each Borrower shall:



 


		(i)	take all necessary action and comply with all requirements which may from time to time be applicable
to the obligatory insurances, and (without limiting the obligation contained in sub-paragraph (iii) of paragraph (b) of Clause
25.6 (Copies of policies; letters of undertaking)) ensure that the obligatory insurances are not made subject to any exclusions
or qualifications to which the Facility Agent has not given its prior approval;



 


		(ii)	not make any changes relating to the classification or classification society or manager or operator
of the Ship owned by it approved by the underwriters of the obligatory insurances;



 


		(iii)	make (and promptly supply copies to the Facility Agent of) all quarterly or other voyage declarations
which may be required by the protection and indemnity risks association in which the Ship owned by it is entered to maintain cover
for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990
or any other applicable legislation); and



 


		(iv)	not employ the Ship owned by it, nor allow it to be employed, otherwise than in conformity with
the terms and conditions of the obligatory insurances, without first obtaining the consent of the insurers and complying with any
requirements (as to extra premium or otherwise) which the insurers specify.



 


		25.12	Alteration to terms of insurances



 


No Borrower shall make or agree to
any alteration to the terms of any obligatory insurance or waive any right relating to any obligatory insurance.


 


		25.13	Settlement of claims



 


Each Borrower shall:


 


		(a)	not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for
a Major Casualty; and



 


		(b)	do all things necessary and provide all documents, evidence and information to enable the Security
Agent to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.



 


		25.14	Provision of copies of communications



 


Each Borrower shall provide the Security
Agent, at the time of each such communication, with copies of all written communications between that Borrower and:


 


		(a)	the Approved Brokers;



 




    	 	78	 



     


    

 


		(b)	the approved protection and indemnity and/or war risks associations; and



 


		(c)	the approved insurance companies and/or underwriters,



 


which relate directly or indirectly
to:


 


		(i)	that Borrower's obligations relating to the obligatory insurances including, without limitation,
all requisite declarations and payments of additional premiums or calls; and



 


		(ii)	any credit arrangements made between that Borrower and any of the persons referred to in paragraphs
(a) or (b) above relating wholly or partly to the effecting or maintenance of the obligatory insurances.



 


		25.15	Provision of information



 


Each Borrower shall promptly provide
the Facility Agent (or any persons which it may designate) with any information which the Facility Agent (or any such designated
person) requests for the purpose of:


 


		(a)	obtaining or preparing any report from an independent marine insurance broker as to the adequacy
of the obligatory insurances effected or proposed to be effected; and/or



 


		(b)	effecting, maintaining or renewing any such insurances as are referred to in Clause 25.16 (Mortgagee's
interest, rights and additional perils insurances) or dealing with or considering any matters relating to any such insurances,



 


and the Borrowers shall, forthwith
upon demand, indemnify the Security Agent in respect of all fees and other expenses incurred by or for the account of the Security
Agent in connection with any such report as is referred to in paragraph (a) above.


 


		25.16	Mortgagee's interest, rights and additional perils insurances



 


		(a)	The Security Agent shall be entitled from time to time to effect, maintain and renew a mortgagee's
interest marine insurance mortgagee's rights and a mortgagee's interest additional perils insurance in such amounts (but not exceeding
110 per cent. of the Loan), on such terms, through such insurers and generally in such manner as the Security Agent acting on the
instructions of the Majority Lenders may from time to time consider appropriate.



 


		(b)	The Borrowers shall upon demand fully indemnify the Security Agent and the Lenders (as the case
may be) in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting, maintaining
or renewing any insurance referred to in paragraph (a) above or dealing with, or considering, any matter arising out of any such
insurance.



 


		(c)	The Borrowers shall have the right to present quotes from other brokers if such brokers are acceptable
to the Facility Agent and to agree with the Facility Agent on the broker to be used for arranging any insurance referred to in
paragraph (a) above.



 


		26	MOA Undertakings



 


		26.1	General



 


The undertaking in this Clause 26
(MOA Undertakings) remain in force throughout the Security Period except as the Facility Agent, acting with the authorisation
of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.


 




    	 	79	 



     


    

 


		26.2	No variation, release etc. of MOA



 


No Borrower shall, in respect of
the MOA relating to it, whether by a document, by conduct, by acquiescence or in any other way:


 


		(a)	vary the MOA; or



 


		(b)	release, waive, suspend, subordinate or permit to be lost or impaired any interest or right of
any kind which that Borrower has at any time to, or in connection with, the MOA or in relation to any matter arising out of or
in connection with the MOA.



 


		26.3	Provision of information relating to the MOA



 


Without prejudice to Clause 22.5
(Information: miscellaneous), each Borrower shall:


 


		(a)	immediately inform the Facility Agent if any breach of the MOA relating to it, occurs or a serious
risk of such a breach arises and of any other event or matter affecting such MOA which has or is reasonably likely to have a Material
Adverse Effect; and



 


		(b)	upon the reasonable request of the Facility Agent, keep the Facility Agent informed as to any notice
of readiness of delivery of the Ship.



 


		26.4	No assignment etc. of the MOA



 


No Borrower shall assign, novate,
transfer or dispose of any of its rights or obligations under the MOA relating to it.


 


		27	General Ship Undertakings



 


		27.1	General



 


In respect of a Ship, the undertakings
in this Clause 27 (General Ship Undertakings) shall apply and remain in force on and from the Utilisation Date in relation
to the relevant Tranche and throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation
of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.


 


		27.2	Ships' names and registration



 


Each Borrower shall, in respect of
the Ship owned by it:


 


		(a)	keep that Ship registered in its name under an Approved Flag from time to time at its port of registration;



 


		(b)	not do or allow to be done anything as a result of which such registration might be suspended,
cancelled or imperilled; and



 


		(c)	not change the name of that Ship,



 


provided that any change of
flag of a Ship shall be subject to:


 


		(i)	that Ship being registered on an Approved Flag and remaining subject to Security securing the Secured
Liabilities created by a first priority or preferred ship mortgage on that Ship and, if appropriate, a first priority deed of covenant
collateral to that mortgage (or equivalent first priority Security) on substantially the same terms as the Mortgage on that Ship
and on such other terms and in such other form as the Facility Agent, acting with the authorisation of the Majority Lenders, shall
approve or require; and



 




    	 	80	 



     


    

 


		(ii)	the execution of such other documentation amending and supplementing the Finance Documents as the
Facility Agent, acting with the authorisation of the Majority Lenders, shall approve or require.



 


		27.3	Repair and classification



 


Each Borrower shall keep the Ship
owned by it in a good and safe condition and state of repair:


 


		(a)	consistent with first class ship ownership and management practice; and



 


		(b)	so as to maintain the Approved Classification free of overdue recommendations and conditions affecting
that Ship's class.



 


		27.4	Modifications



 


No Borrower shall unless after consultation,
and agreement, with the Facility Agent, make any modification or repairs to, or replacement of, any Ship or equipment installed
on it which would or might materially alter the structure, type or performance characteristics of that Ship or materially reduce
its value save for changes or modifications that are required to be made in order to satisfy updated rules and regulations from
time to time applicable to that Ship.


 


		27.5	Removal and installation of parts



 


		(a)	Subject to paragraph (b) below, no Borrower shall remove any material part of any Ship, or any
item of equipment installed on any Ship unless:



 


		(i)	the part or item so removed is forthwith replaced by a suitable part or item which is in the same
condition as or better condition than the part or item removed;



 


		(ii)	the replacement part or item is free from any Security in favour of any person other than the Security
Agent; and



 


		(iii)	the replacement part or item becomes, on installation on that Ship, the property of that Borrower
and subject to the security constituted by the Mortgage on that Ship.



 


		(b)	A Borrower may install equipment owned by a third party if the equipment can be removed without
any risk of damage to the Ship owned by that Borrower.



 


		27.6	Surveys



 


Each Borrower shall submit the Ship
owned by it regularly to all periodic or other surveys which may be required for classification purposes and, if so required by
the Facility Agent acting on the instructions of the Majority Lenders, provide the Facility Agent, with copies of all survey reports
and, in addition, the Facility Agent shall have the right to have a technical survey carried out at any time on each Ship and the
Borrowers shall pay the cost of 1 such survey of each Ship per year at the Facility Agent's request.


 


		27.7	Inspection



 


		(a)	Each Borrower shall permit the Security Agent (acting through surveyors or other persons appointed
by it for that purpose) to board the Ship owned by it at all reasonable times to inspect its condition or to satisfy themselves
about proposed or executed repairs and shall afford all proper facilities for such inspections.



 


		(b)	If an Event of Default has occurred which is continuing, the Security Agent shall be permitted
to conduct any number of inspections at any time at the cost of the Borrowers.



 




    	 	81	 



     


    

 


		27.8	Prevention of and release from arrest



 


		(a)	Each Borrower shall, in respect of the Ship owned by it, promptly discharge amounts due in respect
of:



 


		(i)	all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable
against that Ship, its Earnings or its Insurances;



 


		(ii)	all Taxes, dues and other amounts charged in respect of that Ship, its Earnings or its Insurances;
and



 


		(iii)	all other outgoings whatsoever in respect of that Ship, its Earnings or its Insurances.



 


		(b)	Each Borrower shall immediately and, forthwith upon receiving notice of the arrest of the Ship
owned by it or of its detention in exercise or purported exercise of any lien or claim, procure its release by providing bail or
otherwise as the circumstances may require.



 


		27.9	Compliance with laws etc.



 


Each Borrower shall:


 


		(a)	comply, or procure compliance with all laws or regulations:



 


		(i)	relating to its business generally; and



 


		(ii)	relating to the Ship owned by it, its ownership, employment, operation, management and registration,



 


including the ISM Code, the ISPS
Code, all Environmental Laws, all Sanctions and the laws of the Approved Flag;


 


		(b)	obtain, comply with and do all that is necessary to maintain in full force and effect any Environmental
Approvals; and



 


		(c)	without limiting paragraph (a) above, not employ the Ship owned by it nor allow its employment,
operation or management in any manner contrary to any law or regulation including but not limited to the ISM Code, the ISPS Code,
all Environmental Laws and all Sanctions.



 


		27.10	ISPS Code



 


Without limiting paragraph (a) of
Clause 27.9 (Compliance with laws etc.), each Borrower shall:


 


		(a)	procure that the Ship owned by it and the company responsible for that Ship's compliance with the
ISPS Code comply with the ISPS Code; and



 


		(b)	maintain an ISSC for that Ship; and



 


		(c)	notify the Facility Agent immediately in writing of any actual or threatened withdrawal, suspension,
cancellation or modification of the ISSC.



 


		27.11	Green Passport



 


Each Borrower shall
ensure, at all times, that the Ship owned by it carries on board a Green Passport and shall promptly deliver to the Facility Agent
upon its request a copy of the same.


 




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		27.12	Trading in war zones



 


In the event of hostilities in any
part of the world (whether war is declared or not), no Borrower shall cause or permit any Ship to enter or trade to any zone which
is declared a war zone by any government or by that Ship's war risks insurers unless:


 


		(a)	that Ship's war risks insurers have agreed to cover such transit or trade under the annual war
risks policy on terms and conditions not less restrictive than those already in place (it being understood the requirement for
an additional premium does not constitute a restriction); or



 


		(b)	the prior written consent of the Security Agent acting on the instructions of the Majority Lenders
has been given; and



 


		(c)	that Borrower has (at its expense) effected any special, additional or modified insurance cover
which the Security Agent acting on the instructions of the Majority Lenders may require.



 


		27.13	Dismantling of Ship



 


Each Borrower shall,
in respect of the Ship owned by it, ensure, in the event that the Ship is taken out of service, that the Ship is dismantled in
a safe, sustainable and socially and environmentally responsible manner.


 


		27.14	Provision of information



 


Without prejudice to Clause 22.5
(Information: miscellaneous) each Borrower shall, in respect of the Ship owned by it, promptly provide the Facility Agent
with any information which it requests regarding:


 


		(a)	that Ship, its employment, position and engagements;



 


		(b)	the Earnings and payments and amounts due to its master and crew;



 


		(c)	any expenditure incurred, or likely to be incurred, in connection with the operation, maintenance
or repair of that Ship and any payments made by it in respect of that Ship;



 


		(d)	any towages and salvages; and



 


		(e)	its compliance, the Approved Manager's compliance and the compliance of that Ship with the ISM
Code and the ISPS Code,



 


and, upon the Facility Agent's request,
provide copies of any current charter relating to that Ship, of any current guarantee of any such charter, the Ship's Safety Management
Certificate and any relevant Document of Compliance.


 


		27.15	Notification of certain events



 


Each Borrower shall, in respect of
the Ship owned by it, immediately notify the Facility Agent by fax, confirmed forthwith by letter of:


 


		(a)	any casualty to that Ship which is or could reasonably be expected to be or to become a Major Casualty;



 


		(b)	any occurrence as a result of which that Ship has become or could reasonably be expected, by the
passing of time or otherwise, to become a Total Loss;



 


		(c)	any requisition of that Ship for hire;



 




    	 	83	 



     


    

 


		(d)	any requirement or recommendation made in relation to that Ship by any insurer or classification
society or by any competent authority which is not immediately complied with;



 


		(e)	any arrest or detention of that Ship, any exercise or purported exercise of any lien on that Ship
or the Earnings or any requisition of that Ship for hire;



 


		(f)	any intended dry docking of that Ship;



 


		(g)	any Environmental Claim made against that Borrower or in connection with that Ship, or any Environmental
Incident;



 


		(h)	any claim for breach of the ISM Code or the ISPS Code being made against that Borrower, an Approved
Manager or otherwise in connection with that Ship; or



 


		(i)	any other matter, event or incident, actual or threatened, the effect of which will or could lead
to the ISM Code or the ISPS Code not being complied with,



 


and each Borrower shall keep the
Facility Agent advised in writing on a regular basis and in such detail as the Facility Agent shall require as to that Borrower's,
any such Approved Manager's or any other person's response to any of those events or matters.


 


		27.16	Restrictions on chartering, appointment of managers etc.



 


No Borrower shall, in relation to
the Ship owned by it:


 


		(a)	let that Ship on demise charter for any period;



 


		(b)	enter into any time or consecutive voyage charter in respect of that Ship other than a Permitted
Charter;



 


		(c)	appoint a manager of that Ship other than the Approved Commercial Manager and the Approved Technical
Manager or agree to any alteration to the terms of an Approved Manager's appointment;



 


		(d)	de activate or lay up that Ship; or



 


		(e)	other than in the event of a scheduled drydocking put that Ship into the possession of any person
for the purpose of work being done upon it in an amount exceeding or likely to exceed $500,000 (or the equivalent in any other
currency) unless that person has first given to the Security Agent and in terms satisfactory to it a written undertaking not to
exercise any lien on that Ship or its Earnings for the cost of such work or for any other reason.



 


		27.17	Notice of Mortgage



 


Each Borrower shall keep the relevant
Mortgage registered against the Ship owned by it as a valid first priority or preferred mortgage, carry on board that Ship a certified
copy of the relevant Mortgage and place and maintain in a conspicuous place in the navigation room and the master's cabin of that
Ship a framed printed notice stating that that Ship is mortgaged by that Borrower to the Security Agent.


 


		27.18	Sharing of Earnings



 


No Borrower shall enter into any
agreement or arrangement for the sharing of any Earnings except for any internal agreement between a Borrower and Ardmore Shipping
(Asia) Pte Ltd or pursuant to a time charter entered into by a Borrower with a third party which includes profit sharing agreements,
which, in any case, are on terms approved by the Lenders, or the Pool Agreement or any other pool that the Ships may be employed
in from time to time subject to the consent of the Facility Agent, acting with the authorisation of the Majority Lenders.


 




    	 	84	 



     


    

 


		27.19	Notification of compliance



 


Each Borrower shall promptly provide
the Facility Agent from time to time with evidence (in such form as the Facility Agent requires) that it is complying with this
Clause 27 (General Ship Undertakings).


 


		28	Security Cover



 


		28.1	Minimum required security cover



 


Clause 28.2 (Provision of additional
security; prepayment) applies if, on or after the Delivery Date, the Facility Agent notifies the Borrowers that:


 


		(a)	the aggregate Fair Market Value of each Ship then subject to a Mortgage and which has not become
a Total Loss; plus



 


		(b)	the net realisable value of additional Security previously provided under this Clause 28 (Security
Cover),



 


is below 130 per cent. of the Loan.


 


		28.2	Provision of additional security; prepayment



 


		(a)	If the Facility Agent serves a notice on the Borrowers under Clause 28.1 (Minimum required security
cover), the Borrowers shall, on or before the date falling 15 Business Days after the date (the "Prepayment Date")
on which the Facility Agent's notice is served, prepay such part of the Loan as shall eliminate the shortfall.



 


		(b)	A Borrower may, instead of making a prepayment as described in paragraph (a) above, provide, or
ensure that a third party has provided, additional security which, in the opinion of the Facility Agent acting on the instructions
of the Majority Lenders:



 


		(i)	has a net realisable value at least equal to the shortfall; and



 


		(ii)	is documented in such terms as the Facility Agent may approve or require,



 


before the Prepayment Date; and conditional
upon such security being provided in such manner, it shall satisfy such prepayment obligation.


 


		28.3	Value of additional vessel security



 


The net realisable value of any additional
security which is provided under Clause 28.2 (Provision of additional security; prepayment) and which consists of Security
over a vessel shall be the Fair Market Value of the vessel concerned.


 


		28.4	Valuations binding



 


Any valuation under this Clause 28
(Security Cover) shall be binding and conclusive as regards each Borrower.


 


		28.5	Provision of information



 


		(a)	Each Borrower shall promptly provide the Facility Agent and any shipbroker acting under this Clause
28 (Security Cover) with any information which the Facility Agent or the shipbroker may request for the purposes of the
valuation.



 




    	 	85	 



     


    

 


		(b)	If a Borrower fails to provide the information referred to in paragraph (a) above by the date specified
in the request, the valuation may be made on any basis and assumptions which the shipbroker or the Facility Agent considers prudent.



 


		28.6	Prepayment mechanism



 


Any prepayment pursuant to Clause
28.2 (Provision of additional security; prepayment) shall be:


 


		(a)	made in accordance with the relevant provisions of Clause 7 (Payment and Cancellation) but
ignoring any restriction as to prepayments being made on the last day of the Interest Period;



 


		(b)	applied as follows:



 


		(i)	50 per cent. of the amount prepaid shall reduce in inverse order of maturity the amount of each
Repayment Instalment for the relevant Tranche falling after that prepayment; and



 


		(ii)	50 per cent. of the amount prepaid shall be applied on a pro-rata basis towards satisfaction of
the Repayment Instalments for the relevant Tranche set out in Clause 6.1 (Repayment of Loan).



 


		28.7	Provision of valuations



 


		(a)	Each Borrower shall provide the Facility Agent with valuations of the Ship owned by it or that
will be owned by it on the relevant Utilisation Date and any other vessel over which additional Security has been created in accordance
with Clause 28.3 (Value of additional vessel security), from an Approved Valuer, to enable the Facility Agent to determine
the Fair Market Value of that Ship.



 


		(b)	The valuations referred to in this Clause 28.7 (Provision of valuations) are to be obtained:



 


		(i)	on or before the Utilisation Date in respect of the Ship to which such Utilisation Date relates
(not to be obtained earlier than 30 days prior to the Utilisation Date) and shown, in respect of such Ship when not on or before
a Utilisation Date, in June and December of each year during the Facility Period; or



 


		(ii)	at any other time requested by the Facility Agent in its absolute discretion.



 


		(c)	The valuations referred to in paragraph (b)(i) and (b)(ii) of Clause 28.7 (Provision of valuations)
shall be at the Borrowers' cost, but no more than twice per year, unless the valuations provided under paragraph (b)(i) and (b)(ii)
of Clause 28.7 (Provision of valuations) show a breach of Clause 28.1 (Minimum required security cover), in which
case any additional valuations will be at the Borrowers' cost.



 


		(d)	If the higher of the two valuations is more than 110 per cent. of the lower of the two valuations,
a third valuation shall be carried out at Borrowers' cost and on the same terms as the first two valuations. The Fair Market Value
of that Ship shall then be determined as the arithmetic average of the three valuations.



 




    	 	86	 



     


    

 


		29	Application of Earnings



 


		29.1	Payment of Earnings



 


Each Borrower shall ensure that:


 


		(a)	subject only to the provisions of the General Assignment to which it is a party, all the Earnings
in respect of the Ship owned by it are paid in to its Earnings Account and applied as follows:



 


		(i)	first, towards payment of all Operating Costs and Voyage Expenses;



 


		(ii)	secondly, in or towards payment of any amounts then due and payable under this Agreement,
except for principal and interest;



 


		(iii)	thirdly, in or towards payment of debt service obligations and compliance with any (financial)
covenants pursuant to this Agreement;



 


		(iv)	fourthly, in or towards payment of obligations pursuant to a Hedging Agreement; and



 


		(v)	fifthly, whilst there is no Event of Default which is continuing, any surplus shall be released
to the Borrowers.



 


		29.2	Use of credit balances on the Earnings Account



 


Each Borrower may withdraw moneys
from the Earnings Account in its name provided that no Default is continuing.


 


		29.3	Location of accounts



 


Each Borrower shall promptly:


 


		(a)	comply with any requirement of the Facility Agent as to the location or relocation of its Earnings
Account (or any of them); and



 


		(b)	execute any documents which the Facility Agent specifies to create or maintain in favour of the
Security Agent Security over (and/or rights of set-off, consolidation or other rights in relation to) the Earnings Accounts.



 


		30	Events of Default



 


		30.1	General



 


Each of the events or circumstances
set out in this Clause 30 (Events of Default) is an Event of Default except for Clause 30.17 (Acceleration) and Clause
30.18 (Enforcement of security and other rights).


 


		30.2	Non-payment



 


An Obligor does not pay on the due
date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable
unless:


 


		(a)	its failure to pay is caused by:



 


		(i)	administrative or technical error; or



 


		(ii)	a Disruption Event; and



 




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		(b)	payment is made within 3 Business Days of its due date.



 


		30.3	Specific obligations



 


A breach occurs of Clause 4.4 (Waiver
of conditions precedent), Clause 23 (Financial Covenants), Clause 24.9 (Title), Clause 24.10 (Negative pledge),
Clause 24.20 (Unlawfulness, invalidity and ranking; Security imperilled), Clause 24.22 (Sanctions), Clause 25.2 (Maintenance
of obligatory insurances), Clause 25.3 (Terms of obligatory insurances), Clause 25.5 (Renewal of obligatory
insurances) or Clause 28.2 (Provision of additional security; prepayment).


 


		30.4	Other obligations



 


		(a)	A Transaction Obligor does not comply with any provision of the Finance Documents (other than those
referred to in Clause 30.2 (Non-payment) and Clause 30.3 (Specific obligations)).



 


		(b)	No Event of Default under paragraph (a) above will occur if the failure to comply is capable of
remedy and is remedied within 10 Business Days of the Facility Agent giving notice to the Borrowers or (if earlier) any Transaction
Obligor becoming aware of the failure to comply.



 


		30.5	Misrepresentation



 


Any representation or statement made
or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Transaction
Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed
to be made and which has had or could reasonably be expected to have a Material Adverse Effect.


 


		30.6	Cross default



 


		(a)	Any Financial Indebtedness of any Obligor is not paid when due nor within any originally applicable
grace period.



 


		(b)	Any Financial Indebtedness of any Obligor is declared to be or otherwise becomes due and payable
prior to its specified maturity as a result of an event of default (however described).



 


		(c)	Any commitment for any Financial Indebtedness of any Obligor is cancelled or suspended by a creditor
of any Obligor as a result of an event of default (however described).



 


		(d)	Any creditor of any Obligor becomes entitled to declare any Financial Indebtedness of any Obligor
due and payable prior to its specified maturity as a result of an event of default (however described).



 


		(e)	No Event of Default will occur under this Clause 30.6 (Cross default) if the aggregate amount
of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than, in
respect of each Borrower, $500,000 (or its equivalent in any other currency) and in respect of each of the Corporate Guarantor
or Parent Guarantor and other members of the Group, $5,000,000 (or its equivalent in any other currency in aggregate).



 


		30.7	Insolvency



 


		(a)	An Obligor:



 


		(i)	is unable or admits inability to pay its debts as they fall due;



 


		(ii)	is deemed to, or is declared to, be unable to pay its debts under applicable law;



 




    	 	88	 



     


    

 


		(iii)	suspends or threatens to suspend making payments on any of its debts; or



 


		(iv)	by reason of actual or anticipated financial difficulties, commences negotiations with one or more
of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.



 


		(b)	The value of the assets of any Obligor is less than its liabilities (taking into account contingent
and prospective liabilities).



 


		(c)	A moratorium is declared in respect of any indebtedness of any Obligor. If a moratorium occurs,
the ending of the moratorium will not remedy any Event of Default caused by that moratorium.



 


		30.8	Insolvency proceedings



 


		(a)	Any corporate action, legal proceedings or other procedure or step is taken in relation to:



 


		(i)	the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration
or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any member of the Group other than a
solvent liquidation or reorganisation of any member of the Group which is not an Obligor;



 


		(ii)	a composition, compromise, assignment or arrangement with any creditor of any member of the Group;



 


		(iii)	the appointment of a liquidator (other than in respect of a solvent liquidation of a member of
the Group which is not an Obligor), receiver, administrator, administrative receiver, compulsory manager or other similar officer
in respect of any member of the Group or any of its assets; or



 


		(iv)	enforcement of any Security over any assets of any member of the Group,



 


or any analogous procedure or step
is taken in any jurisdiction.


 


		(b)	Paragraph (a) above shall not apply to any winding-up petition which is frivolous or vexatious
and is discharged, stayed or dismissed within 14 days of commencement.



 


		30.9	Creditors' process



 


Any expropriation, attachment, sequestration,
distress or execution (or any analogous process in any jurisdiction) affects any asset or assets of an Obligor.


 


		30.10	Unlawfulness, invalidity and ranking



 


		(a)	It is or becomes unlawful for a Transaction Obligor to perform any of its obligations under the
Finance Documents.



 


		(b)	Any obligation of a Transaction Obligor under the Finance Documents is not or ceases to be legal,
valid, binding or enforceable if that cessation individually or together with any other cessations materially or adversely affects
the interests of the Secured Parties under the Finance Documents.



 


		(c)	Any Finance Document ceases to be in full force and effect or to be continuing or is or purports
to be determined or any Transaction Security is alleged by a party to it (other than a Finance Party) to be ineffective.



 




    	 	89	 



     


    

 


		(d)	Any Transaction Security proves to have ranked after, or loses its priority to, any other Security.



 


		30.11	Security imperilled



 


Any Security created or intended
to be created by a Finance Document is in any way imperilled or in jeopardy.


 


		30.12	Cessation of business



 


Any Obligor suspends or ceases to
carry on (or threatens to suspend or ceases to carry on) all or a material part of its business.


 


		30.13	Expropriation



 


The authority or ability of any member
of the Group to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation,
intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in
relation to any member of the Group or any of its assets.


 


		30.14	Repudiation and rescission of agreements



 


An Obligor (or any other relevant
party) rescinds or purports to rescind or repudiates or purports to repudiate a Transaction Document or any of the Transaction
Security or evidences an intention to rescind or repudiate a Transaction Document or any Transaction Security.


 


		30.15	Litigation



 


Any litigation, arbitration, administrative,
governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened in relation to any of the
Transaction Documents or the transactions contemplated in any of the Transaction Documents or against any member of the Group or
its assets which has or may have a Material Adverse Effect and, for the avoidance of doubt, this Clause shall not apply to any
proceeding or dispute which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement.


 


		30.16	Material adverse change



 


Any event or circumstance occurs
which has or could reasonably be expected to have a Material Adverse Effect.


 


		30.17	Acceleration



 


On and at any time after the occurrence
of an Event of Default which is continuing the Facility Agent may, and shall if so directed by the Majority Lenders, by notice
to the Borrowers:


 


		(a)	cancel the Total Commitments, whereupon they shall immediately be cancelled;



 


		(b)	declare that all or part of the Loan, together with accrued interest, and all other amounts accrued
or outstanding under the Finance Documents be immediately due and payable, whereupon it shall become immediately due and payable;
and/or



 


		(c)	declare that all or part of the Loan be payable on demand, whereupon it shall immediately become
payable on demand by the Facility Agent acting on the instructions of the Majority Lenders,



 


and the Facility Agent may serve
notices under paragraphs (a), (b) and (c) above simultaneously or on different dates and the Security Agent may take any action
referred to in Clause 30.18 (Enforcement of security and other rights) if no such notice is served or simultaneously with
or at any time after the service of any of such notice.


 


		30.18	Enforcement of security and other rights



 


On and at any time after the occurrence
of an Event of Default which is continuing the Security Agent may, and shall if so directed by the Majority Lenders, take any action
which, as a result of the Event of Default or any notice served under Clause 30.17 (Acceleration), the Security Agent is
entitled to take under any Finance Document or any applicable law or regulation.


 




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Section
10


 


Changes
to Parties


 


		31	Changes to the Lenders



 


		31.1	Assignments and transfers by the Lenders



 


Subject to this Clause 31 (Changes
to the Lenders), a Lender (the "Existing Lender") may:


 


		(a)	assign any of its rights; or



 


		(b)	transfer by novation any of its rights and obligations,



 


under the Finance Documents to another
bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose
of making, purchasing or investing in loans, securities or other financial assets (except for a hedge fund) (the "New Lender")
but in no event to a member of the Group or a holding company, or holding company acting in concert, of the Parent Guarantor.


 


		31.2	Conditions of assignment or transfer



 


		(a)	The consent of the Borrowers is required for an assignment or transfer by an Existing Lender, unless
the assignment or transfer is:



 


		(i)	to another Lender or an Affiliate of a Lender;



 


		(ii)	if the Existing Lender is a fund, to a fund which is a Related Fund; or



 


		(iii)	made at a time when a Default is continuing,



 


in which cases an assignment by an
Existing Lender may be done freely.


 


		(b)	The consent of the Borrowers to an assignment or transfer must not be unreasonably withheld or
delayed. Each Borrower will be deemed to have given its consent five Business Days after the Existing Lender has requested it unless
consent is expressly refused by that Borrower within that time.



 


		(c)	The consent of a Borrower to an assignment or transfer must not be withheld solely because the
assignment or transfer may result in an increase to any amount payable under Clause 14.3 (Mandatory Cost).



 


		(d)	An assignment will only be effective on:



 


		(i)	receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation
from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations
to the other Secured Parties as it would have been under if it were an Original Lender; and



 


		(ii)	performance by the Facility Agent of all necessary "know your customer" or other similar
checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Facility
Agent shall promptly notify to the Existing Lender and the New Lender.



 


		(e)	A transfer will only be effective if the procedure set out in Clause 31.5 (Procedure for transfer)
is complied with.



 




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		(f)	If:



 


		(i)	a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes
its Facility Office; and



 


		(ii)	as a result of circumstances existing at the date the assignment, transfer or change occurs, an
Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax
Gross Up and Indemnities) or Clause 13 (Increased Costs),



 


then the New Lender or Lender acting
through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender
or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.


 


		(g)	Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms,
for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been
approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which
the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same
extent as the Existing Lender would have been had it remained a Lender.



 


		31.3	Assignment or transfer fee



 


The New Lender shall, on the date
upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of $5,000 unless the assignment
or transfer is to an Affiliate of the Existing Lender.


 


		31.4	Limitation of responsibility of Existing Lenders



 


		(a)	Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty
and assumes no responsibility to a New Lender for:



 


		(i)	the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the
Transaction Security or any other documents;



 


		(ii)	the financial condition of any Transaction Obligor;



 


		(iii)	the performance and observance by any Transaction Obligor of its obligations under the Finance
Documents or any other documents; or



 


		(iv)	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.


 


		(b)	Each New Lender confirms to the Existing Lender and the other Finance Parties and the Secured Parties
that it:



 


		(i)	has made (and shall continue to make) its own independent investigation and assessment of the financial
condition and affairs of each Transaction Obligor and its related entities in connection with its participation in this Agreement
and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection
with any Finance Document or the Transaction Security; and



 




    	 	92	 



     


    

 


		(ii)	will continue to make its own independent appraisal of the creditworthiness of each Transaction
Obligor and its related entities throughout the Security Period.



 


		(c)	Nothing in any Finance Document obliges an Existing Lender to:



 


		(i)	accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned
or transferred under this Clause 31 (Changes to the Lenders); or



 


		(ii)	support any losses directly or indirectly incurred by the New Lender by reason of the non-performance
by any Transaction Obligor of its obligations under the Finance Documents or otherwise.



 


		31.5	Procedure for transfer



 


		(a)	Subject to the conditions set out in Clause 31.2 (Conditions of assignment or transfer),
a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer
Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below
as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply
with this Agreement and delivered in accordance with this Agreement, execute that Transfer Certificate.



 


		(b)	The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the
Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other
similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.



 


		(c)	Subject to Clause 31.9 (Pro rata interest settlement), on the Transfer Date:



 


		(i)	to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation
its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Obligors and the
Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the
Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction
Security shall be cancelled (being the "Discharged Rights and Obligations");



 


		(ii)	each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire
rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender
have assumed and/or acquired the same in place of that Obligor and the Existing Lender;



 


		(iii)	the Facility Agent, the Security Agent, each Mandated Lead Arranger, the New Lender and other Lenders
shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as
they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or
assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent, the each Mandated Lead Arranger
and the Existing Lenders shall each be released from further obligations to each other under the Finance Documents; and



 


		(iv)	the New Lender shall become a Party as a "Lender".



 


		31.6	Procedure for assignment



 


		(a)	Subject to the conditions set out in Clause 31.2 (Conditions of assignment or transfer)
an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed
Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph
(b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face
to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment
Agreement.



 




    	 	93	 



     


    

 


		(b)	The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by
the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or
other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.



 


		(c)	Subject to Clause 31.9 (Pro rata interest settlement), on the Transfer Date:



 


		(i)	the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents
and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;



 


		(ii)	the Existing Lender will be released from the obligations (the "Relevant Obligations")
expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound
in respect of the Transaction Security); and



 


		(iii)	the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent
to the Relevant Obligations.



 


		(d)	Lenders may utilise procedures other than those set out in this Clause 31.6 (Procedure for assignment)
to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance
with Clause 31.5 (Procedure for transfer), to obtain a release by that Obligor from the obligations owed to that Obligor
by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions
set out in Clause 31.2 (Conditions of assignment or transfer).



 


		31.7	Copy of Transfer Certificate or Assignment Agreement to Borrowers



 


The Facility Agent shall, as soon
as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Obligors a copy
of that Transfer Certificate or Assignment Agreement.


 


		31.8	Security over Lenders' rights



 


In addition to the other rights provided
to Lenders under this Clause 31 (Changes to the Lenders), each Lender may without consulting with or obtaining consent from
any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all
or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:


 


		(a)	any charge, assignment or other Security to secure obligations to a federal reserve or central
bank; and



 


		(b)	in the case of any Lender which is a fund, any charge, assignment or other Security granted to
any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for
those obligations or securities,



 


except that no such charge, assignment
or Security shall:


 


		(i)	release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary
of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or



 




    	 	94	 



     


    

 


		(ii)	require any payments to be made by an Obligor other than or in excess of, or grant to any person
any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.



 


		31.9	Pro rata interest settlement



 


If the Facility Agent has notified
the Lenders that it is able to distribute interest payments on a "pro rata basis" to Existing Lenders and New
Lenders then (in respect of any transfer pursuant to Clause 31.5 (Procedure for transfer) or any assignment pursuant to
Clause 31.6 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification
and is not on the last day of an Interest Period):


 


		(a)	any interest or fees in respect of the relevant participation which are expressed to accrue by
reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date
("Accrued Amounts") and shall become due and payable to the Existing Lender (without further interest accruing
on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the
dates which falls at six Monthly intervals after the first day of that Interest Period); and



 


		(b)	The rights assigned or transferred by the Existing Lender will not include the right to the Accrued
Amounts, so that, for the avoidance of doubt:



 


		(i)	when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing
Lender; and



 


		(ii)	the amount payable to the New Lender on that date will be the amount which would, but for the application
of this Clause 31.9 (Pro rata interest settlement), have been payable to it on that date, but after deduction of the Accrued
Amounts.



 


		31.10	Replacement of Lender by Borrowers



 


		(a)	The Borrowers may, at any time (other than where an Event of Default or a Potential Event of Default
has occurred and is continuing) in respect of:



 


		(i)	a Lender whose costs of funds charged to the Borrowers are (in the Borrowers' reasonable opinion)
materially higher than those of the other Lenders generally;



 


		(ii)	a Lender which is a Defaulting Lender; or



 


		(iii)	a Lender which is a Non-Consenting Lender,



 


by giving 10 Business Days' notice
to the Facility 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 31.5 (Procedure for transfer) 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
Borrowers and which is acceptable to the Facility 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.


 


		(b)	Any transfer of rights and obligations of an Outgoing Lender under this Clause is subject to the
following conditions:



 


		(i)	neither the Facility Agent nor the Outgoing Lender will have any obligation to the Borrowers to
find a Replacement Lender;



 


		(ii)	the transfer must take place no later than 10 Business Days after the Borrowers' notice referred
to above; and



 


		(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.



 


		32	Changes to the Obligors



 


No Obligor may assign any of its
rights or transfer any of its rights or obligations under the Finance Documents.


 




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Section
11


 


The
Finance Parties


 


		33	The Facility Agent and the Mandated Lead Arranger



 


		33.1	Appointment of the Facility Agent



 


		(a)	Each other Finance Party appoints the Facility Agent to act as its agent under and in connection
with the Finance Documents.



 


		(b)	Each other Finance Party authorises the Facility Agent to exercise the rights, powers, authorities
and discretions specifically given to the Facility Agent under, or in connection with, the Finance Documents together with any
other incidental rights, powers, authorities and discretions.



 


		33.2	Duties of the Facility Agent



 


		(a)	Subject to paragraph (b) below, the Facility Agent shall promptly forward to a Party the original
or a copy of any document which is delivered to the Facility Agent for that Party by any other Party.



 


		(b)	Without prejudice to Clause 31.7 (Copy of Transfer Certificate or Assignment Agreement to Borrowers),
paragraph (a) above shall not apply to any Transfer Certificate or to any Assignment Agreement.



 


		(c)	Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged
to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.



 


		(d)	If the Facility Agent receives notice from a Party referring to this Agreement, describing a Default
and stating that the circumstance described is a Default, it shall promptly notify the Finance Parties.



 


		(e)	If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or
other fee payable to a Finance Party (other than the Facility Agent or the Mandated Lead Arranger or the Security Agent) under
this Agreement it shall promptly notify the other Finance Parties.



 


		(f)	The Facility Agent's duties under the Finance Documents are solely mechanical and administrative
in nature.



 


		33.3	Role of the Mandated Lead Arranger



 


Except as specifically provided in
the Finance Documents, no Mandated Lead Arranger has any obligations of any kind to any other Party under, or in connection with,
any Finance Document.


 


		33.4	No fiduciary duties



 


		(a)	The Facility Agent shall not have any liability to any person in respect of its obligations and
duties under this Agreement or the other Finance Documents except as expressly set out in Clause 33.5 (Application of receipts),
and as excluded or limited by Clauses 33.8 (Instructions), 33.9 (Responsibility for documentation), 33.10 (Exclusion
of liability), 33.11 (Lenders' indemnity to the Facility Agent) and 33.19 (Full freedom to enter into transactions).



 




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		(b)	The provisions of paragraph (a) above shall apply even if, notwithstanding and contrary to paragraph
(a) above, any provision of this Agreement or any other Finance Document by operation of law has the effect of constituting the
Facility Agent as a fiduciary.



 


		(c)	Nothing in the Finance Documents constitutes the Facility Agent or either Mandated Lead Arranger
a trustee or fiduciary of any other person.



 


		(d)	Neither the Facility Agent nor either Mandated Lead Arranger shall be bound to account to any Secured
Party for any sum or the profit element of any sum received by it for its own account.



 


		33.5	Application of receipts



 


Except as expressly stated to the
contrary in any Finance Document, any moneys which the Facility Agent receives or recovers in its capacity as Facility Agent shall
be applied by the Facility Agent in accordance with Clause 38.5 (Application of receipts; partial payments).


 


		33.6	Business with the Group



 


The Facility 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.


 


		33.7	Rights and discretions of the Facility Agent



 


		(a)	The Facility Agent may rely on:



 


		(i)	any representation, notice or document believed by it to be genuine, correct and appropriately
authorised; and



 


		(ii)	any statement made by a director, authorised signatory or employee of any person regarding any
matters which may reasonably be assumed to be within his knowledge or within his power to verify.



 


		(b)	The Facility Agent may assume (unless it has received notice to the contrary in its capacity as
agent for the Lenders) that:



 


		(i)	no Default has occurred (unless it has actual knowledge of a Default arising under Clause 30.2
(Non-payment));



 


		(ii)	any right, power, authority or discretion vested in any Party or the Majority Lenders has not been
exercised; and



 


		(iii)	any notice or request made by any Borrower (other than a Utilisation Request or a Selection Notice)
is made on behalf of and with the consent and knowledge of all the Obligors.



 


		(c)	The Facility Agent may engage, pay for and rely on the advice or services of any lawyers, accountants,
surveyors or other experts.



 


		(d)	The Facility Agent may act in relation to the Finance Documents through its personnel and agents.



 


		(e)	The Facility Agent may disclose to any other Party any information it reasonably believes it has
received as agent under this Agreement.



 


		(f)	Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility
Agent nor either Mandated Lead Arranger is obliged to do or omit to do anything if it would or might, in its reasonable opinion,
constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.



 




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		33.8	Instructions



 


		(a)	The Facility Agent shall:



 


		(i)	unless a contrary indication appears in a Finance Document, exercise or refrain from exercising
any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by:



 


		(A)	all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and



 


		(B)	in all other cases, the Majority Lenders; and



 


		(ii)	not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with
sub-paragraph (i) above (or, if this Agreement stipulates the matter is a decision for any other Finance Party or group of Finance
Parties, in accordance with instructions given to it by that Finance Party or group of Finance Parties).



 


		(b)	The Facility Agent shall be entitled to request instructions, or clarification of any instruction,
from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party
or group of Finance Parties, from that Finance Party or group of Finance Parties) as to whether, and in what manner, it should
exercise or refrain from exercising any right, power, authority or discretion and the Facility Agent may refrain from acting unless
and until it receives any such instructions or clarification that it has requested.



 


		(c)	Save in the case of decisions stipulated to be a matter for any other Finance Party or group of
Finance Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions
given to the Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and
will be binding on all Finance Parties.



 


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



 


		(i)	where a contrary indication appears in a Finance Document;



 


		(ii)	where a Finance Document requires the Facility Agent to act in a specified manner or to take a
specified action;



 


		(iii)	in respect of any provision which protects the Facility Agent's own position in its personal capacity
as opposed to its role of Facility Agent for the relevant Finance Parties.



 


		(e)	If giving effect to instructions given by the Majority Lenders would in the Facility Agent's opinion
have an effect equivalent to an amendment or waiver referred to in Clause 46 (Amendments and Waivers) the Facility Agent
shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the
Facility Agent) whose consent would have been required in respect of that amendment or waiver.



 


		(f)	In exercising any discretion to exercise a right, power or authority under the Finance Documents
where it has not received any instructions as to the exercise of that discretion the Facility Agent shall do so having regard to
the interests of all the Finance Parties.



 


		(g)	The Facility Agent may refrain from acting in accordance with any instructions of any Finance Party
or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which
may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss
or liability (together with any applicable VAT) which it may incur in complying with those instructions.



 




    	 	98	 



     


    

 


		(h)	Without prejudice to the remainder of this Clause 33.8 (Instructions), in the absence of
instructions, the Facility Agent shall not be obliged to take any action (or refrain from taking action) even if it considers acting
or not acting to be in the best interests of the Finance Parties. The Facility Agent may act (or refrain from acting) as it considers
to be in the best interest of the Finance Parties.



 


		(i)	The Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining
that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall
not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security
Documents or enforcement of the Transaction Security or Security Documents.



 


		33.9	Responsibility for documentation



 


Neither the Facility Agent nor the
Mandated Lead Arranger:


 


		(a)	is responsible for the adequacy, accuracy and/or completeness of any information (whether oral
or written) supplied by the Facility Agent, the Mandated Lead Arranger, an Obligor or any other person given in, or in connection
with, any Transaction Document;



 


		(b)	is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Transaction
Document or the Transaction Security or any other agreement, arrangement or document entered into or made or executed in anticipation
of, or in connection with, any Transaction Document or the Transaction Security; or



 


		(c)	is responsible for any determination as to whether any information provided or to be provided to
any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating
to insider dealing or otherwise.



 


		33.10	Exclusion of liability



 


		(a)	Without limiting paragraph (b) below (and without prejudice to the provisions of paragraph (e)
of Clause 38.11 (Disruption to Payment Systems etc.), the Facility Agent will not be liable for any action taken or inaction
by it under or in connection with any Finance Document or the Transaction Security, unless directly caused by its gross negligence
or wilful misconduct.



 


		(b)	No Party other than the Facility Agent may take any proceedings against any officer, employee or
agent of the Facility Agent in respect of any claim it might have against the Facility Agent or in respect of any act or omission
of any kind by that officer, employee or agent in relation to any Finance Document and each officer, employee or agent of the Facility
Agent may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.



 


		(c)	The Facility Agent will not be liable for any delay (or any related consequences) in crediting
an account with an amount required under the Finance Documents to be paid by it if it 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 it for that purpose.



 


		(d)	Nothing in this Agreement shall oblige the Facility Agent or the Mandated Lead Arranger to carry
out any "know your customer" or other checks in relation to any person on behalf of any Lender and each Lender confirms
to the Facility 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 Facility Agent or the Mandated Lead Arranger.



 




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		33.11	Lenders' indemnity to the Facility Agent



 


Each Lender shall (in proportion
to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately
prior to their reduction to zero) indemnify the Facility Agent, within three Business Days of demand, against any cost, loss or
liability incurred by the Facility Agent (otherwise than by reason of its gross negligence or wilful misconduct) (or, in the case
of any cost, loss or liability pursuant to Clause 38.11 (Disruption to Payment Systems etc.) notwithstanding the Facility
Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud
of the Facility Agent) in acting as Facility Agent under the Finance Documents (unless the Facility Agent has been reimbursed by
an Obligor pursuant to a Finance Document).


 


		33.12	Resignation of the Facility Agent



 


		(a)	The Facility Agent may resign and appoint one of its Affiliates as successor by giving notice to
the other Finance Parties and the Borrowers.



 


		(b)	Alternatively, the Facility Agent may resign by giving 30 days' notice to the other Finance Parties
and the Borrowers, in which case the Majority Lenders may appoint a successor Facility Agent.



 


		(c)	If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph
(b) above within 20 days after notice of resignation was given, the retiring Facility Agent may appoint a successor Facility Agent.



 


		(d)	The retiring Facility Agent shall, at its own cost, make available to the successor Facility Agent
such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes
of performing its functions Facility Agent under the Finance Documents.



 


		(e)	The Facility Agent's resignation notice shall only take effect upon the appointment of a successor.



 


		(f)	Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further
obligation in respect of the Finance Documents but shall remain entitled to the benefit of Clause 14.4 (Indemnity to the Servicing
Parties) and Clause 14.5 (Indemnity to the Facility Agent) and this Clause 33 (The Facility Agent and the Mandated
Lead Arranger) and any other provisions of a Finance Document which are expressed to limit or exclude its liability in acting
as Facility Agent. 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 Facility Agent, require it to resign in accordance with
paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.



 


		(h)	The consent of any Borrower (or any other Obligor) is not required for an assignment or transfer
of rights and/or obligations by the Facility Agent.



 


		(i)	The Facility Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable,
shall use reasonable endeavours to appoint a successor Facility 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 Facility Agent under the Finance
Documents, either:



 




    	 	100	 



     


    

 


		(i)	the Facility Agent fails to respond to a request under Clause 12.7 (FATCA Information) and
a Borrower or a Lender reasonably believes that the Facility 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 Facility Agent pursuant to Clause 12.7 (FATCA Information)
indicates that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application
Date; or



 


		(iii)	the Facility Agent notifies the Borrowers and the Lenders that the Facility Agent will not be (or
will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;



 


		(j)	and (in each case) the Borrowers or a Lender reasonably believes that a Party will be required
to make a FATCA Deduction that would not be required if the Facility Agent were a FATCA Exempt Party, and the Borrowers or that
Lender, by notice to the Facility Agent, requires it to resign.



 


		33.13	Confidentiality



 


		(a)	In acting as Facility Agent for the Finance Parties, the Facility Agent shall be regarded as acting
through its agency division which shall be treated as a separate entity from any other of its divisions or departments.



 


		(b)	If information is received by a division or department of the Facility Agent other than that division
or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be
treated as confidential to that division or department, and the Facility Agent shall not be deemed to have notice of it nor shall
it be obliged to disclose such information to any Party.



 


		33.14	Relationship with the Lenders



 


		(a)	Subject to Clause 31.9 (Pro rata interest settlement), the Facility Agent may treat the
person shown in its records as Lender or Hedge Counterparty at the opening of business (in the place of the Facility Agent's principal
office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office or, as the case may
be, the Hedge Counterparty:



 


		(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 Hedge Counterparty to the contrary in accordance with the terms of this Agreement.


 


		(b)	Each Lender shall supply the Facility Agent with any information required by the Facility Agent
in order to calculate the Mandatory Cost.



 


		(c)	Each Lender and each Hedge Counterparty shall supply the Facility Agent with any information that
the Security Agent may reasonably specify (through the Facility Agent) as being necessary or desirable to enable the Security Agent
to perform its functions as Security Agent. Each Lender and Hedge Counterparty shall deal with the Security Agent exclusively through
the Facility Agent and shall not deal directly with the Security Agent.



 




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		(d)	Any Lender may by notice to the Facility Agent appoint a person to receive on its behalf all notices,
communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall
contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 40.5
(Electronic communication)) electronic mail address and/or any other information required to enable the sending and receipt
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 notification of a substitute address, fax number, electronic mail address, department and officer by that
Lender for the purposes of Clause 40.2 (Addresses) and paragraph (a)(ii) of Clause 40.5 (Electronic communication)
and the Facility Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications,
information and documents as though that person were that Lender.



 


		33.15	Credit appraisal by the Lenders



 


Without affecting the responsibility
of any Transaction Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender
and Hedge Counterparty confirms to the Facility Agent and each 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 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 and the
Transaction Security 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 Transaction Security;



 


		(c)	whether that Lender 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 or the Transaction Security, 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;



 


		(d)	the adequacy, accuracy and/or completeness of any information provided by the Facility Agent, any
Party or by any other person under, or in connection with, any Finance Document, 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; and



 


		(e)	the right or title of any person in or to or the value or sufficiency of any part of the Charged
Property, the priority of any of the Transaction Security or the existence of any Security affecting the Charged Property.



 


		33.16	Reference Banks



 


If a Reference Bank (or, if a Reference
Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Facility Agent shall (in consultation
with the Borrowers) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.


 




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		33.17	Facility Agent's management time



 


Any amount payable to the Facility
Agent under Clause 14.4 (Indemnity to the Servicing Parties), Clause 14.5 (Indemnity to the Facility Agent), Clause
16 (Costs and Expenses) and Clause 33.11 (Lenders' indemnity to the Facility Agent) shall include the reasonable
cost of utilising the Facility Agent's management time or other resources to the extent that this relates to extraordinary matters,
such as requests for waivers or amendments and/or a potential Default or Event of Default, and the reasonable compensation payable
to the Facility Agent for such use of its management time shall, upon the Facility Agent's request, be agreed between the Borrowers
and the Facility Agent and will be payable by the Borrowers in addition to any fee paid or payable to the Facility Agent under
Clause 11 (Fees).


 


		33.18	Deduction from amounts payable by the Facility Agent



 


If any Party owes an amount to the
Facility Agent under the Finance Documents, the Facility Agent may, after giving notice to that Party, deduct an amount not exceeding
that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the Finance Documents
and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party
shall be regarded as having received any amount so deducted.


 


		33.19	Full freedom to enter into transactions



 


Notwithstanding any rule of law or
equity to the contrary, the Facility Agent shall be absolutely entitled:


 


		(a)	to enter into and arrange banking, derivative, investment and/or other transactions of every kind
with or affecting any Transaction Obligor or any person who is party to, or referred to in, a Finance Document (including, but
not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate
agent and/or security agent for, and/or participating in, other facilities to such Transaction Obligor or any person who is party
to, or referred to in, a Finance Document);



 


		(b)	to deal in and enter into and arrange transactions relating to:



 


		(i)	any securities issued or to be issued by any Transaction Obligor or any other person; or



 


		(ii)	any options or other derivatives in connection with such securities; and



 


		(c)	to provide advice or other services to any Borrower or any person who is a party to, or referred
to in, a Finance Document,



 


and, in particular, the Facility
Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and
in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation)
any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such
dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit
all profits and benefits derived from the dealings transactions or other matters.


 


		33.20	Period without role for Facility Agent



 


		(a)	In this Clause 33.20 (Period without role for Facility Agent), a "Non-Agent Period"
means the period in which the Facility Agent has no role pursuant to paragraph (b) below.



 


		(b)	The Facility Agent shall not have a role under this Agreement, other than entering into the Finance
Documents in its capacity as Facility Agent, and the other provisions of this Clause 33.20 (Period without role for Facility
Agent) shall not apply to the extent that they relate to the Facility Agent until one of the following conditions is satisfied:



 




    	 	103	 



     


    

 


		(i)	the Facility Agent receives notice from the relevant Lender (with a copy to the Borrowers) that
the Lenders are not only the Original Lender; or



 


		(ii)	the Facility Agent receives notice from the Borrowers (with a copy to the Original Lender) requesting
the Agent to commence acting in its role as agent.



 


The Facility Agent shall commence
acting in its role as agent at the date of receipt of the relevant notice.


 


		(c)	During a Non-Agent Period:



 


		(i)	subject to paragraph (c)(iii) below, all references to "the Facility Agent" (other than
in this Clause 33.20 (Period without role for Facility Agent)) and all references to "a Party" in any Finance
Document shall, where it relates to the Facility Agent, be construed as references to "the Original Lender";



 


		(ii)	all payments which are expressed to be made to, received by or made available to or by the Facility
Agent (as applicable), must be made to, received by or made available to or by the Original Lender;



 


		(iii)	the reference to "the Facility Agent" in Clause 33.9 (Responsibility for documentation),
Clause 33.10 (Exclusion of liability), Clause 14 (Other Indemnities) and Clause 16 (Costs and Expenses), must
at all times be construed and include the Original Lender in respect of actions taken during the Non-Agent Period pursuant to paragraph
(c)(i) above.



 


		(d)	Until the date the Facility Agent commences acting in its role as agent, no agency fee or other
fees will be payable to the Facility Agent.



 


		(e)	ABN AMRO Bank N.V. will be under no obligation to commence acting in its role as facility agent
under this Agreement prior to having agreed with the Borrowers the agency fees payable to it in its capacity as Facility Agent.



 


		34	The Security Agent



 


		34.1	Appointment of the Security Agent



 


		(a)	Each other Finance Party appoints the Security Agent to act as security agent under and in connection
with the Finance Documents.



 


		(b)	Each other Finance Party authorises the Security Agent to exercise the rights, powers, authorities
and discretions specifically given to the Security Agent under, or in connection with, the Finance Documents together with any
other incidental rights, powers, authorities and discretions.



 


		34.2	Trust



 


		(a)	The Security Agent declares that it shall hold the Security Property on trust for the Secured Parties
on the terms contained in this Agreement and shall deal with the Security Property in accordance with this Clause 34 (The Security
Agent) and the other provisions of the Finance Documents.



 


		(b)	Each of the parties to this Agreement agrees that the Security Agent shall have only those duties,
obligations and responsibilities expressly specified in this Agreement or in the Finance Documents (and no others shall be implied).



 




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		34.3	Parallel Debt (Covenant to pay the Security Agent)



 


		(a)	Each Obligor irrevocably and unconditionally undertakes to pay to the Security Agent its Parallel
Debt which shall be amounts equal to, and in the currency or currencies of, its Corresponding Debt.



 


		(b)	The Parallel Debt of an Obligor:



 


		(i)	shall become due and payable at the same time as its Corresponding Debt;



 


		(ii)	is independent and separate from, and without prejudice to, its Corresponding Debt.



 


		(c)	For purposes of this Clause 34.3 (Parallel Debt (Covenant to pay the Security Agent)), the
Security Agent:



 


		(i)	is the independent and separate creditor of each Parallel Debt;



 


		(ii)	acts in its own name and not as agent, representative or trustee of the Finance Parties and its
claims in respect of each Parallel Debt shall not be held on trust; and



 


		(iii)	shall have the independent and separate right to demand payment of each Parallel Debt in its own
name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications
for and voting in any kind of insolvency proceeding).



 


		(d)	The Parallel Debt of an Obligor shall be:



 


		(i)	decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid
or discharged; and



 


		(ii)	increased to the extent that its Corresponding Debt has increased,



 


and the Corresponding Debt of an Obligor
shall be:


 


		(A)	decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or
discharged; and



 


		(B)	increased to the extent that its Parallel Debt has increased,



 


in each case provided that the Parallel
Debt of an Obligor shall never exceed its Corresponding Debt.


 


		(e)	All amounts received or recovered by the Security Agent in connection with this Clause 34.3 (Parallel
Debt (Covenant to pay the Security Agent)) to the extent permitted by applicable law, shall be applied in accordance with Clause
38.5 (Application of receipts; partial payments).



 


		(f)	This Clause 34.3 (Parallel Debt (Covenant to pay the Security Agent)) shall apply, with
any necessary modifications, to each Finance Document.



 


		34.4	No fiduciary duties



 


		(a)	Nothing in any Finance Document constitutes the Security Agent as an agent, trustee or fiduciary
of any Transaction Obligor.



 


		(b)	The Security Agent shall not be bound to account to any other Secured Party for any sum or the
profit element of any sum received by it for its own account.



 




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		34.5	No independent power



 


The Secured Parties shall not have
any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any rights or powers arising
under the Finance Documents creating the Transaction Security except through the Security Agent.


 


		34.6	Application of receipts



 


		(a)	Except as expressly stated to the contrary in any Finance Document, any moneys which the Security
Agent receives or recovers and which are, or are attributable to, Security Property (for the purposes of this Clause 34 (The
Security Agent), the "Recoveries") shall be transferred to the Facility Agent for application in accordance
with Clause 38.5 (Application of receipts; partial payments).



 


		(b)	Paragraph (a) above is without prejudice to the rights of the Security Agent, each Receiver and
each Delegate:



 


		(i)	under Clause 14.6 (Indemnity to the Security Agent) to be indemnified out of the Charged
Property; and



 


		(ii)	under any Finance Document to credit any moneys received or recovered by it to any suspense account.



 


		(c)	Any transfer by the Security Agent to the Facility Agent in accordance with paragraph (a) above
shall be a good discharge, to the extent of that payment, by the Security Agent.



 


		(d)	The Security Agent is under no obligation to make the payments to the Facility Agent under paragraph
(a) of this Clause 34.6 (Application of receipts) in the same currency as that in which the obligations and liabilities
owing to the relevant Finance Party are denominated.



 


		34.7	Deductions from receipts



 


		(a)	Before transferring any moneys to the Facility Agent under Clause 34.6 (Application of receipts),
the Security Agent may, in its discretion:



 


		(i)	deduct any sum then due and payable under this Agreement or any other Finance Documents to the
Security Agent or any Receiver or Delegate and retain that sum for itself or, as the case may require, pay it to another person
to whom it is then due and payable;



 


		(ii)	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



 


		(iii)	pay all Taxes which may be assessed against it in respect of any of the Security Property, or as
a consequence of performing its duties, or by virtue of its capacity as Security Agent under any of the Finance Documents or otherwise
(other than in connection with its remuneration for performing its duties under this Agreement).



 


		(b)	For the purposes of paragraph (a)(i) above, if the Security Agent has become entitled to require
a sum to be paid to it on demand, that sum shall be treated as due and payable, even if no demand has yet been served.



 




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		34.8	Prospective liabilities



 


Following acceleration of any of
the Transaction Security, the Security Agent may, in its discretion, or at the request of the Facility Agent, hold any Recoveries
in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including
itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) for later payment
to the Facility Agent for application in accordance with Clause 38.5 (Application of receipts; partial payments) in respect
of:


 


		(a)	any sum to the Security Agent, any Receiver or any Delegate; and



 


		(b)	any part of the Secured Liabilities,



 


that the Security Agent or, in the
case of paragraph (b) only, the Facility Agent, reasonably considers, in each case, might become due or owing at any time in the
future.


 


		34.9	Investment of proceeds



 


Prior to the payment of the proceeds
of the Recoveries to the Facility Agent for application in accordance with Clause 38.5 (Application of receipts; partial payments)
the Security Agent may, in its discretion, hold all or part of those proceeds in an interest bearing suspense or impersonal account(s)
in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall
think fit (the interest being credited to the relevant account) pending the payment from time to time of those moneys in the Security
Agent's discretion in accordance with the provisions of this Clause 34.9 (Investment of proceeds).


 


		34.10	Instructions to Security Agent and exercise of discretion



 


		(a)	Subject to paragraph (d) below, the Security Agent shall act in accordance with any instructions
given to it by the Facility Agent (acting on the instructions of the Majority Lenders or all the Lenders (as appropriate)) or,
if so instructed by the Facility Agent (acting on the instructions of the Majority Lenders or all the Lenders (as appropriate)),
refrain from exercising any right, power, authority or discretion vested in it as Security Agent and shall be entitled to assume
that:



 


		(i)	any instructions received by it from the Facility Agent (acting on the instructions of the Majority
Lenders or all the Lenders (as appropriate)) are duly given in accordance with the terms of the Finance Documents; and



 


		(ii)	unless it has received actual notice of revocation, that those instructions or directions have
not been revoked.



 


		(b)	The Security Agent shall be entitled to request instructions, or clarification of any direction,
from the Facility Agent (acting on the instructions of the Majority Lenders or all the Lenders (as appropriate)) as to whether,
and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security
Agent may refrain from acting unless and until those instructions or clarification are received by it.



 


		(c)	Any instructions given to the Security Agent by the Facility Agent (acting on the instructions
of the Majority Lenders or all the Lenders (as appropriate)) shall override any conflicting instructions given by any other Party.



 


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



 


		(i)	where a contrary indication appears in this Agreement;



 


		(ii)	where this Agreement requires the Security Agent to act in a specified manner or to take a specified
action;



 




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		(iii)	in respect of any provision which protects the Security Agent's own position in its personal capacity
as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clause
34.12 (Security Agent's discretions) to Clause 34.30 (Full freedom to enter into transactions); and



 


		(iv)	in respect of the exercise of the Security Agent's discretion to exercise a right, power or authority
under any of Clause 34.7 (Deductions from receipts) and Clause 34.8 (Prospective liabilities).



 


		34.11	Security Agent's Actions



 


Without prejudice to the provisions
of Clause 34.6 (Application of receipts), the Security Agent may (but shall not be obliged to), in the absence of any instructions
to the contrary, take such action in the exercise of any of its powers and duties under the Finance Documents as it considers in
its discretion to be appropriate.


 


		34.12	Security Agent's discretions



 


		(a)	The Security Agent may:



 


		(i)	assume (unless it has received actual notice to the contrary from the Facility Agent) that (i)
no Default has occurred and no Obligor is in breach of or default under its obligations under any of the Finance Documents and
(ii) any right, power, authority or discretion vested by any Finance Document in any person has not been exercised;



 


		(ii)	any notice or request made by any Borrower (other than the Utilisation Request or a Selection Notice)
is made on behalf of and with the consent and knowledge of all the Obligors;



 


		(iii)	if it receives any instructions or directions to take any action in relation to the Transaction
Security, assume that all applicable conditions under the Finance Documents for taking that action have been satisfied;



 


		(iv)	engage, pay for and rely on the advice or services of any legal advisers, accountants, tax advisers,
surveyors or other experts (whether obtained by the Security Agent or by any other Secured Party) whose advice or services may
at any time seem necessary, expedient or desirable;



 


		(v)	act in relation to the Finance Documents through its personnel and agents;



 


		(vi)	disclose to any other Party any information it reasonably believes it has received as security
agent under this Agreement;



 


		(vii)	rely upon any communication or document believed by it to be genuine and, as to any matters of
fact which might reasonably be expected to be within the knowledge of a Secured Party or an Obligor, upon a certificate signed
by or on behalf of that person; and



 


		(viii)	refrain from acting in accordance with the instructions of any Party (including bringing any legal
action or proceeding arising out of or in connection with the Finance Documents) until it has received any indemnification and/or
security that it may in its discretion require (whether by way of payment in advance or otherwise) for all costs, losses and liabilities
which it may incur in so acting.



 


		(b)	Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent
is not obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or
regulation or a breach of a fiduciary duty or duty of confidentiality.



 




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		34.13	Security Agent's obligations



 


The Security Agent shall promptly:


 


		(a)	copy to the Facility Agent the contents of any notice or document received by it from any Obligor
under any Finance Document;



 


		(b)	forward to a Party the original or a copy of any document which is delivered to the Security Agent
for that Party by any other Party provided that, except where a Finance Document expressly provides otherwise, the Security Agent
is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party; and



 


		(c)	inform the Facility Agent of the occurrence of any Default or any default by a Debtor in the due
performance of or compliance with its obligations under any Finance Document of which the Security Agent has received notice from
any other party to this Agreement.



 


The Security Agent's duties under
the Finance Documents are solely mechanical and administrative in nature.


 


		34.14	Excluded obligations



 


Notwithstanding anything to the contrary
expressed or implied in the Finance Documents, the Security Agent shall not:


 


		(a)	be bound to enquire as to (i) whether or not any Default has occurred or (ii) the performance,
default or any breach by a Transaction Obligor of its obligations under any of the Finance Documents;



 


		(b)	be bound to account to any other Party for any sum or the profit element of any sum received by
it for its own account;



 


		(c)	be bound to disclose to any other person (including but not limited to any Secured Party) (i) any
confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach
of any law or be a breach of fiduciary duty;



 


		(d)	have or be deemed to have any relationship of trust or agency with, any Obligor.



 


		34.15	Responsibility for documentation



 


None of the Security Agent, any Receiver
nor any Delegate shall accept responsibility or be liable for:


 


		(a)	the adequacy, accuracy or completeness of any information (whether oral or written) supplied by
the Security Agent 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;



 


		(b)	the legality, validity, effectiveness, adequacy or enforceability of 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;



 


		(c)	any losses to any person or any liability arising as a result of taking or refraining from taking
any action in relation to any of the Finance Documents, the Security Property or otherwise, whether in accordance with an instruction
from the Facility Agent or otherwise unless directly caused by its gross negligence or wilful misconduct;



 




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		(d)	the exercise of, or the failure to exercise, any judgment, discretion or power given to it by or
in connection with any of the Finance Documents, the Security Property or any other agreement, arrangement or document entered
into, made or executed in anticipation of, under or in connection with, the Finance Documents or the Security Property; or



 


		(e)	any shortfall which arises on the enforcement or realisation of the Security Property.



 


		34.16	Exclusion of liability



 


		(a)	Without limiting Clause 34.17 (No proceedings), none of the Security Agent, any Receiver
or any Delegate will be liable for any action taken by it or not taken by it under or in connection with any Finance Document or
the Transaction Security, unless directly caused by its gross negligence or wilful misconduct.



 


		(b)	The Security Agent will not be liable for any delay (or any related consequences) in crediting
an account with an amount required under the Finance Documents to be paid by it if it 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 it for that purpose.



 


		(c)	Nothing in this Agreement shall oblige the Security Agent to carry out any "know your customer"
or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Security Agent that it is solely
responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks
made by the Security Agent.



 


		34.17	No proceedings



 


No Party (other than the Security
Agent, that Receiver or that Delegate) may take any proceedings against any officer, employee or agent of the Security Agent, a
Receiver or a Delegate in respect of any claim it might have against the Security Agent, a Receiver or a Delegate or in respect
of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Security Property
and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5
(Third party rights) and the provisions of the Third Parties Rights Act.


 


		34.18	Lenders' indemnity to the Security Agent



 


Each Lender shall (in proportion
to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately
prior to their reduction to zero) indemnify the Security Agent and every Receiver and every Delegate, within three Business Days
of demand, against any cost, loss or liability incurred by any of them (otherwise than by reason of the relevant Security Agent's,
Receiver's or Delegate's gross negligence or wilful misconduct) in acting as Security Agent, Receiver or Delegate under the Finance
Documents (unless the relevant Security Agent, Receiver or Delegate has been reimbursed by a Transaction Obligor pursuant to a
Finance Document).


 


		34.19	Own responsibility



 


Without affecting the responsibility
of any Transaction Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Secured
Party confirms to the Security Agent that it has been, and will continue to be, solely responsible for making its own independent
appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:


 


		(a)	the financial condition, status and nature of each member of the Group;



 




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		(b)	the legality, validity, effectiveness, adequacy and 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 Secured 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 and/or completeness of any information provided by the Security Agent 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 Charged
Property, the priority of any of the Transaction Security or the existence of any Security affecting the Charged Property,



 


and each Secured Party warrants to
the Security Agent that it has not relied on and will not at any time rely on the Security Agent in respect of any of these matters.


 


		34.20	No responsibility to perfect Transaction Security



 


The Security Agent shall not be liable
for any failure to:


 


		(a)	require the deposit with it of any deed or document certifying, representing or constituting the
title of any Transaction Obligor to any of the Charged Property;



 


		(b)	obtain any licence, consent or other authority for the execution, delivery, legality, validity,
enforceability or admissibility in evidence of any of the Finance Documents 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 applicable laws in any jurisdiction or to give notice to any person of the execution
of any of the Finance Documents or of the Transaction Security;



 


		(d)	take, or to require any of the Transaction Obligors to take, any steps to perfect its title to
any of the Charged Property or to render the Transaction Security effective or to secure the creation of any ancillary Security
under the laws of any jurisdiction; or



 


		(e)	require any further assurances in relation to any of the Finance Documents creating the Transaction
Security.



 


		34.21	Insurance by Security Agent



 


		(a)	The Security Agent shall not be under any obligation to insure any of the Charged Property, to
require any other person to maintain any insurance or to verify any obligation to arrange or maintain insurance contained in the
Finance Documents. The Security Agent shall not be responsible for any damages, costs or losses which may be suffered by any person
as a result of the lack of or inadequacy of any such insurance.



 


		(b)	Where the Security Agent is named on any insurance policy as an insured party, it shall not be
responsible for any damages, costs or losses which may be suffered by reason of, directly or indirectly, 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
Facility Agent shall have requested it to do so in writing and the Security Agent shall have failed to do so within 14 days after
receipt of that request.



 




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		34.22	Custodians and nominees



 


The Security Agent may appoint and
pay any person to act as a custodian or nominee on any terms in relation to any assets of the trust as the Security Agent may determine,
including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under this
Agreement and the Security Agent shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings
incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be
bound to supervise the proceedings or acts of any person.


 


		34.23	Acceptance of title



 


The Security Agent shall be entitled
to accept without enquiry, and shall not be obliged to investigate, any right and title that any of the Transaction Obligors may
have to any of the Charged Property and shall not be liable for or bound to require any Transaction Obligor to remedy any defect
in its right or title.


 


		34.24	Refrain from illegality



 


Notwithstanding anything to the contrary
expressed or implied in the Finance Documents, the Security Agent may refrain from doing anything which in its opinion will or
may be contrary to any relevant law, directive or regulation of any jurisdiction and the Security Agent may do anything which is,
in its opinion, necessary to comply with any such law, directive or regulation.


 


		34.25	Business with the Group



 


The Security Agent may accept deposits
from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.


 


		34.26	Winding up of trust



 


If the Security Agent, with the approval
of the Facility Agent determines that (a) all of the Secured Liabilities and all other obligations secured by the Finance Documents
creating the Transaction Security have been fully and finally discharged and (b) none of the Secured Parties is under any commitment,
obligation or liability (actual or contingent) to make advances or provide other financial accommodation to any Obligor pursuant
to the Finance Documents:


 


		(a)	the trusts set out in this Agreement shall be wound up and the Security Agent shall release, without
recourse or warranty, all of the Transaction Security and the rights of the Security Agent under each of the Finance Documents
creating the Transaction Security; and



 


		(b)	any Retiring Security Agent shall release, without recourse or warranty, all of its rights under
each of the Finance Documents creating the Transaction Security.



 


		34.27	Powers supplemental



 


The rights, powers and discretions
conferred upon the Security Agent under or in connection with the Finance Documents shall be supplemental to the Trustee Act 1925
and the Trustee Act 2000 and in addition to any which may be vested in the Security Agent by general law or otherwise.


 




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		34.28	Trustee division separate



 


		(a)	In acting as trustee for the Secured Parties, the Security Agent shall be regarded as acting through
its trustee division which shall be treated as a separate entity from any of its other divisions or departments.



 


		(b)	If information is received by another division or department of the Security Agent, it may be treated
as confidential to that division or department and the Security Agent shall not be deemed to have notice of it nor shall it be
obliged to disclose such information to any Party.



 


		34.29	Disapplication



 


In addition to its rights under or
by virtue of this Agreement and the other Finance Documents, the Security Agent shall have all the rights conferred on a trustee
by the Trustee Act 1925, the Trustee Delegation Act 1999, the Trustee Act 2000 and by general law or otherwise, provided that:


 


		(a)	Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation
to the trusts constituted by this Agreement and the other Finance Documents; and



 


		(b)	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 allowed by law, prevail and, in the case of any inconsistency with the Trustee Act 2000, such provisions shall constitute
a restriction or exclusion for the purposes of the Trustee Act 2000.



 


		34.30	Full freedom to enter into transactions



 


Notwithstanding any rule of law or
equity to the contrary, the Security Agent shall be absolutely entitled:


 


		(a)	to enter into and arrange banking, derivative, investment and/or other transactions of every kind
with or affecting any Transaction Obligor or any person who is party to, or referred to in, a Finance Document (including, but
not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate
agent and/or security agent for, and/or participating in, other facilities to such Transaction Obligor or any person who is party
to, or referred to in, a Finance Document);



 


		(b)	to deal in and enter into and arrange transactions relating to:



 


		(i)	any securities issued or to be issued by any Transaction Obligor or any other person; or



 


		(ii)	any options or other derivatives in connection with such securities; and



 


		(c)	to provide advice or other services to any Borrower or any person who is a party to, or referred
to in, a Finance Document,



 


and, in particular, each Servicing
Party 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.


 




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		34.31	Resignation of the Security Agent



 


		(a)	The Security Agent may resign and appoint one of its affiliates as successor by giving notice to
the Borrowers and each Finance Party.



 


		(b)	Alternatively the Security Agent may resign by giving notice to the other Parties in which case
the Majority Lenders may appoint a successor Security Agent.



 


		(c)	If the Majority Lenders have not appointed a successor Security Agent in accordance with paragraph
(b) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the Facility Agent)
may appoint a successor Security Agent.



 


		(d)	The retiring Security Agent (the "Retiring Security Agent") shall, at its own
cost, make available to the successor Security Agent such documents and records and provide such assistance as the successor Security
Agent may reasonably request for the purposes of performing its functions as Security Agent under the Finance Documents.



 


		(e)	The Security Agent'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 of the Security Property to that successor.



 


		(f)	Upon the appointment of a successor, the Retiring Security Agent shall be discharged, by way of
a document executed as a deed, from any further obligation in respect of the Finance Documents (other than its obligations under
paragraph (b) of Clause 34.26 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission
by it whilst it was the Security Agent, remain entitled to the benefit of Clause 34 (The Security Agent), Clause 14.6 (Indemnity
to the Security Agent), Clause 34.18 (Lenders' indemnity to the Security Agent) and any other provisions of a Finance
Document which are expressed to limit or exclude its liability in acting as Security Agent. Its successor and each of the other
Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original
Party.



 


		(g)	The Majority Lenders may, by notice to the Security Agent, require it to resign in accordance with
paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred
to in paragraph (d) above shall be for the account of the Borrowers.



 


		(h)	The consent of any Borrower (or any other Obligor) is not required for an assignment or transfer
of rights and/or obligations by the Security Agent.



 


		34.32	Delegation



 


		(a)	Each of the Security Agent, any Receiver and any Delegate may, at any time, delegate by power of
attorney or otherwise to any person for any period, all or any of the rights, powers and discretions vested in it by any of the
Finance Documents.



 


		(b)	That delegation may be made upon any terms and conditions (including the power to sub delegate)
and subject to any restrictions that the Security Agent, that Receiver or that Delegate (as the case may be) may, in its discretion,
think fit in the interests of the Secured Parties and it shall not be bound to supervise, or be in any way responsible for any
damages, costs and losses incurred by reason of any misconduct or default on the part of any such delegate or sub delegate.



 




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		34.33	Additional Security Agents



 


		(a)	The Security Agent may at any time appoint (and subsequently remove) any person to act as a separate
trustee or as a co-trustee jointly with it:



 


		(i)	if it considers that appointment to be in the interests of the Secured Parties; or



 


		(ii)	for the purposes of conforming to any legal requirements, restrictions or conditions which the
Security Agent deems to be relevant; or



 


		(iii)	for obtaining or enforcing any judgment in any jurisdiction,



 


and the Security Agent shall give
prior notice to the Borrowers and the Facility Agent of that appointment.


 


		(b)	Any person so appointed shall have the rights, powers and discretions (not exceeding those conferred
on the Security Agent by the Finance Documents) and the duties and obligations that are conferred or imposed by the instrument
of appointment.



 


		(c)	The remuneration that the Security Agent may pay to that person, and any costs and expenses (together
with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes
of this Agreement, be treated as costs and expenses incurred by the Security Agent.



 


		34.34	Security Agent's management time and additional remuneration



 


		(a)	Any amount payable to the Security Agent under Clause 14.6 (Indemnity to the Security Agent)
and this Clause 34.34 (Security Agent's management time and additional remuneration) shall include the cost of utilising
the Security Agent's management time or other resources and will be calculated on the basis of such reasonably daily or hourly
rates as the Security Agent may notify to the Borrowers and the Lenders, and is in addition to any other fee paid or payable by
the Security Agent.



 


		(b)	Without prejudice to paragraph (a) above, in the event of:



 


		(i)	a Default;



 


		(ii)	the Security Agent being requested by an Obligor or the Majority Lenders to undertake duties which
the Security Agent and the Borrowers agree to be of an exceptional nature or outside the scope of the normal duties of the Security
Agent under the Finance Documents; or



 


		(iii)	the Security Agent and the Borrowers agreeing that it is otherwise appropriate in the circumstances,



 


the Borrowers shall pay to the Security
Agent any additional remuneration that may be agreed between them.


 


		34.35	Lenders and Obligors: Power of Attorney



 


Each Lender and Obligor by way of
security for its obligations under this Agreement irrevocably appoints the Security Agent to be its attorney to do anything which
that Lender or that Obligor has authorised the Security Agent or any Party to do under this Agreement or is itself required to
do under this Agreement but has failed to do (and the Security Agent may delegate that power on such terms as it sees fit).


 




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		35	Conduct of Business by the Finance Parties



 


No provision of this Agreement will:


 


		(a)	interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever
manner it thinks fit;



 


		(b)	oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available
to it or the extent, order and manner of any claim; or



 


		(c)	oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise)
or any computations in respect of Tax.



 


		36	Contractual Recognition of Bail-In



 


Notwithstanding any other term of
any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts
that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In
Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:


 


		(a)	any Bail-In Action in relation to any such liability, including (without limitation):



 


		(i)	a reduction, in full or in part, in the principal amount, or outstanding amount due (including
any accrued but unpaid interest) in respect of any such liability;



 


		(ii)	a conversion of all, or part of, any such liability into shares or other instruments of ownership
that may be issued to, or conferred on, it; and



 


		(iii)	a cancellation of any such liability; and



 


		(b)	a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In
Action in relation to any such liability.



 


		37	Sharing Among the Finance Parties



 


		37.1	Payments to Finance Parties



 


If a Finance Party (a "Recovering
Finance Party") receives or recovers any amount from an Obligor other than in accordance with Clause 38 (Payment Mechanics)
(a "Recovered Amount") and applies that amount to a payment due to it under the Finance Documents then:


 


		(a)	the Recovering Finance Party shall, within three Business Days, notify details of the receipt or
recovery, to the Facility Agent;



 


		(b)	the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the
Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed
in accordance with Clause 38 (Payment Mechanics), without taking account of any Tax which would be imposed on the Facility
Agent in relation to the receipt, recovery or distribution; and



 


		(c)	the Recovering Finance Party shall, within three Business Days of demand by the Facility Agent,
pay to the Facility Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount
which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in
accordance with Clause 38.5 (Application of receipts; partial payments).



 




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		37.2	Redistribution of payments



 


The Facility Agent shall treat the
Sharing Payment as if it had been paid by the relevant Obligor and distribute it among the Finance Parties (other than the Recovering
Finance Party) (the "Sharing Finance Parties") in accordance with Clause 38.5 (Application of receipts; partial
payments) towards the obligations of that Obligor to the Sharing Finance Parties.


 


		37.3	Recovering Finance Party 's rights



 


On a distribution by the Facility
Agent under Clause 37.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from an Obligor,
as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment
will be treated as not having been paid by that Obligor.


 


		37.4	Reversal of redistribution



 


If any part of the Sharing Payment
received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:


 


		(a)	each Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility Agent
for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together
with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment
which that Recovering Finance Party is required to pay) (the "Redistributed Amount"); and



 


		(b)	as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the
relevant Redistributed Amount will be treated as not having been paid by that Obligor.



 


		37.5	Exceptions



 


		(a)	This Clause 37 (Sharing Among the Finance Parties) shall not apply to the extent that the
Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against
the relevant Obligor.



 


		(b)	A Recovering Finance Party is not obliged to share with any other Finance Party any amount which
the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:



 


		(i)	it notified that other Finance Party of the legal or arbitration proceedings; and



 


		(ii)	that other Finance Party had an opportunity to participate in those legal or arbitration proceedings
but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.



 




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Section
12


 


Administration


 


		38	Payment Mechanics



 


		38.1	Payments to the Facility Agent



 


		(a)	On each date on which an Obligor or a Lender is required to make a payment under a Finance Document,
that Obligor or Lender shall make an amount equal to such payment available to the Facility Agent (unless a contrary indication
appears in a Finance Document) for value on the due date at the time and in such funds specified by the Facility Agent as being
customary at the time for settlement of transactions in the relevant currency in the place of payment.



 


		(b)	Payment shall be made to such account in the principal financial centre of the country of that
currency and with such bank as the Facility Agent, in each case, specifies.



 


		38.2	Distributions by the Facility Agent



 


Each payment received by the Facility
Agent under the Finance Documents for another Party shall, subject to Clause 38.3 (Distributions to an Obligor) and Clause
38.4 (Clawback and pre-funding) be made available by the Facility Agent as soon as practicable after receipt to the Party
entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office),
to such account as that Party may notify to the Facility Agent by not less than five Business Days' notice with a bank specified
by that Party in the principal financial centre of the country of that currency, as specified by that Party or, in the case of
an Advance, to such account of such person as may be specified by the Borrowers in a Utilisation Request.


 


		38.3	Distributions to an Obligor



 


The Facility Agent may (with the
consent of the Obligor or in accordance with Clause 39 (Set-Off)) apply any amount received by it for that Obligor in or
towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents
or in or towards purchase of any amount of any currency to be so applied.


 


		38.4	Clawback and pre-funding



 


		(a)	Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party,
the Facility Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract)
until it has been able to establish to its satisfaction that it has actually received that sum.



 


		(b)	Unless paragraph (c) below applies, if the Facility Agent pays an amount to another Party and it
proves to be the case that the Facility Agent had not actually received that amount, then the Party to whom that amount (or the
proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent
together with interest on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the
Facility Agent to reflect its cost of funds.



 




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		(c)	If the Facility Agent is willing to make available amounts for the account of the Borrowers before
receiving funds from the Lenders then if and to the extent that the Facility Agent does so but it proves to be the case that it
does not then receive funds from a Lender in respect of a sum which it paid to the Borrowers:



 


		(i)	the Borrowers shall on demand refund it to the Facility Agent; and



 


		(ii)	the Lender by whom those funds should have been made available or, if the Lender fails to do so,
the Borrowers to whom that sum was made available, shall on demand pay to the Facility Agent the amount (as certified by the Facility
Agent) which will indemnify the Facility Agent against any funding cost incurred by it as a result of paying out that sum before
receiving those funds from that Lender.



 


		38.5	Application of receipts; partial payments



 


		(a)	If the Facility Agent receives a payment that is insufficient to discharge all the amounts then
due and payable by a Transaction Obligor under the Finance Documents, the Facility Agent shall apply that payment towards the obligations
of that Transaction Obligor under the Finance Documents in the following order:



 


		(i)	first, in or towards payment pro rata of any unpaid fees, costs and expenses of,
and any other amounts owing to, the Facility Agent, the Security Agent, any Receiver and any Delegate under the Finance Documents;



 


		(ii)	secondly, in or towards payment pro rata of:



 


		(A)	any accrued interest and fees due but unpaid to the Lenders under this Agreement; and



 


		(B)	any periodical payments (not being payments as a result of termination or closing out) due but
unpaid to the Hedge Counterparties under the Hedging Agreements;



 


		(iii)	thirdly, in or towards payment pro rata of:



 


		(A)	any principal due but unpaid to the Lenders under this Agreement; and



 


		(B)	any payments as a result of termination or closing out due but unpaid to the Hedge Counterparties
under the Hedging Agreements; and



 


		(iv)	fourthly, in or towards payment pro rata of any other sum due to any Finance Party
but unpaid under the Finance Documents.



 


		(b)	The Facility Agent shall, if so directed by the Majority Lenders and the Hedge Counterparties,
vary the order set out in paragraphs (ii) to (iv) of paragraph (a) above.



 


		(c)	Paragraphs (a) and (b) above will override any appropriation made by an Obligor.



 


		38.6	No set-off by Obligors



 


		(a)	All payments to be made by an Obligor under the Finance Documents shall be calculated and be made
without (and free and clear of any deduction for) set-off or counterclaim.



 


		(b)	Paragraph (a) above shall not affect the operation of any payment or close-out netting in respect
of any amounts owing under any Hedging Agreement.



 




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		38.7	Business Days



 


		(a)	Any payment which is due to be made on a day that is not a Business Day shall be made on the next
Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).



 


		(b)	During any extension of the due date for payment of any principal or an Unpaid Sum under this Agreement
interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.



 


		38.8	Currency of account



 


		(a)	Subject to paragraphs (b) and (c) below, dollars is the currency of account and payment for any
sum due from an Obligor under any Finance Document.



 


		(b)	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the
costs, expenses or Taxes are incurred.



 


		(c)	Any amount expressed to be payable in a currency other than dollars shall be paid in that other
currency.



 


		38.9	Change of currency



 


		(a)	Unless otherwise prohibited by law, if more than one currency or currency unit are at the same
time recognised by the central bank of any country as the lawful currency of that country, then:



 


		(i)	any reference in the Finance Documents to, and any obligations arising under the Finance Documents
in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated
by the Facility Agent (after consultation with the Borrowers); and



 


		(ii)	any translation from one currency or currency unit to another shall be at the official rate of
exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down
by the Facility Agent (acting reasonably).



 


		(b)	If a change in any currency of a country occurs, this Agreement will, to the extent the Facility
Agent (acting reasonably and after consultation with the Borrowers) specifies to be necessary, be amended to comply with any generally
accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.



 


		38.10	Currency Conversion



 


		(a)	For the purpose of, or pending any payment to be made by any Servicing Party under any Finance
Document, such Servicing Party may convert any moneys received or recovered by it from one currency to another, at a market rate
of exchange.



 


		(b)	The obligations of any Obligor to pay in the due currency shall only be satisfied to the extent
of the amount of the due currency purchased after deducting the costs of conversion.



 




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		38.11	Disruption to Payment Systems etc.



 


If either the Facility Agent determines
(in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower that a Disruption Event
has occurred:


 


		(a)	the Facility Agent may, and shall if requested to do so by a Borrower, consult with the Borrowers
with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Facility Agent
may deem necessary in the circumstances;



 


		(b)	the Facility Agent shall not be obliged to consult with the Borrowers in relation to any changes
mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall
have no obligation to agree to such changes;



 


		(c)	the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in
paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;



 


		(d)	any such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not it is
finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be,
waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 46 (Amendments and Waivers);



 


		(e)	the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution
in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability
whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing
to take, any actions pursuant to or in connection with this Clause 38.11 (Disruption to Payment Systems etc.); and



 


		(f)	the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph
(d) above.



 


		39	Set-Off



 


A Finance Party may set off any obligation
due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation
owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation.
If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in
its usual course of business for the purpose of the set-off.


 


		40	Notices



 


		40.1	Communications in writing



 


Any communication to be made under
or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.


 


		40.2	Addresses



 


The address and fax number (and the
department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document
to be made or delivered under or in connection with the Finance Documents are:


 


		(a)	in the case of the Borrowers, that specified in Schedule 1 (The Parties);



 




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		(b)	in the case of each Lender, each Hedge Counterparty or any other Obligor, that specified in Schedule
1 (The Parties) or, if it becomes a Party after the date of this Agreement, that notified in writing to the Facility Agent
on or before the date on which it becomes a Party;



 


		(c)	in the case of the Facility Agent, that specified in Schedule 1 (The Parties); and



 


		(d)	in the case of the Security Agent, that specified in Schedule 1 (The Parties),



 


or any substitute address, fax number
or department or officer as the Party may notify to the Facility Agent (or the Facility Agent may notify to the other Parties,
if a change is made by the Facility Agent) by not less than five Business Days' notice.


 


		40.3	Delivery



 


		(a)	Any communication or document made or delivered by one person to another under or in connection
with the Finance Documents will only be effective:



 


		(i)	if by way of fax, when received in legible form; or



 


		(ii)	if by way of letter, when it has been left at the relevant address or five Business Days after
being deposited in the post postage prepaid in an envelope addressed to it at that address,



 


and, if a particular department or
officer is specified as part of its address details provided under Clause 40.2 (Addresses), if addressed to that department
or officer.


 


		(b)	Any communication or document to be made or delivered to a Servicing Party will be effective only
when actually received by that Servicing Party and then only if it is expressly marked for the attention of the department or officer
of that Servicing Party specified in Schedule 1 (The Parties) (or any substitute department or officer as that Servicing
Party shall specify for this purpose).



 


		(c)	All notices from or to an Obligor shall be sent through the Facility Agent unless otherwise specified
in any Finance Document.



 


		(d)	Any communication or document made or delivered to the Borrowers in accordance with this Clause
will be deemed to have been made or delivered to each of the Obligors.



 


		(e)	Any communication or document which becomes effective, in accordance with paragraphs (a) to (d)
above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.



 


		40.4	Notification of address and fax number



 


Promptly upon receipt of notification
of an address and fax number or change of address or fax number pursuant to Clause 40.2 (Addresses) or changing its own
address or fax number, the Facility Agent shall notify the other Parties.


 


		40.5	Electronic communication



 


		(a)	Any communication to be made between any two Parties under or in connection with the Finance Documents
may be made by electronic mail or other electronic means, to the extent that those two Parties agree that, unless and until notified
to the contrary, this is to be an accepted form of communication and if those two Parties:



 


		(i)	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



 




    	 	122	 



     


    

 


		(ii)	notify each other of any change to their address or any other such information supplied by them
by not less than five Business Days' notice.



 


		(b)	Any electronic communication made between those two Parties will be effective only when actually
received in readable form and in the case of any electronic communication made by a Party to the Facility Agent only if it is addressed
in such a manner as the Facility Agent shall specify for this purpose.



 


		(c)	Any electronic communication which becomes effective, in accordance with paragraph (b) above, after
5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.



 


		40.6	English language



 


		(a)	Any notice given under or in connection with any Finance Document must be in English.



 


		(b)	All other documents provided under or in connection with any Finance Document must be:



 


		(i)	in English; or



 


		(ii)	if not in English, and if so required by the Facility Agent, accompanied by a certified English
translation prepared by a translator approved by the Facility Agent and, in this case, the English translation will prevail unless
the document is a constitutional, statutory or other official document.



 


		40.7	Hedging Agreement



 


Notwithstanding anything in Clause
1.1 (Definitions), references to the Finance Documents or a Finance Document in this Clause do not include any Hedging Agreement
entered into by the Borrower with the Hedge Counterparty in connection with the Facility.


 


		41	Calculations and Certificates



 


		41.1	Accounts



 


In any litigation or arbitration
proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party
are prima facie evidence of the matters to which they relate.


 


		41.2	Certificates and determinations



 


Any certification or determination
by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of
the matters to which it relates.


 


		41.3	Day count convention



 


Any interest, commission or fee accruing
under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a
year of 360 days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice.


 


		42	Partial Invalidity



 


If, at any time, any provision of
the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither
the legality, validity or enforceability of the remaining provisions under the law of that jurisdiction nor the legality, validity
or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.


 




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		43	Remedies and Waivers



 


No failure to exercise, nor any delay
in exercising, on the part of any Secured Party, any right or remedy under the Finance Documents shall operate as a waiver of any
such right or remedy or constitute an election to affirm any of the Finance Documents. No election to affirm any of the Finance
Documents on the part of a Secured Party shall be effective unless it is in writing. No single or partial exercise of any right
or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided
in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.


 


		44	Settlement or Discharge Conditional



 


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


 


		45	Irrevocable Payment



 


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


 


		46	Amendments and Waivers



 


		46.1	Required consents



 


		(a)	Subject to Clause 46.2 (All Lender matters) and Clause 46.3 (Other exceptions) any
term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and, in the case of an amendment,
the Obligors and any such amendment or waiver will be binding on all Parties.



 


		(b)	The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted
by this Clause 46 (Amendments and Waivers).



 


		(c)	Without prejudice to the generality of Clause 33.7 (Rights and discretions of the Facility Agent)
and Clause 34.12 (Security Agent's discretions), the Facility Agent may engage, pay for and rely on the services of lawyers
in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement.



 


		46.2	All Lender matters



 


An amendment of or waiver or consent
in relation to any term of any Finance Document that has the effect of changing or which relates to:


 


		(a)	the definition of "Majority Lenders" in Clause 1.1 (Definitions);



 


		(b)	a postponement to or extension of the date of payment of any amount under the Finance Documents
(other than in relation to Clause 7.4 (Voluntary prepayment of Loan) in respect of a prepayment made pursuant to Clause
28.2 (Provision of additional security; prepayment), Clause 7.5 (Mandatory prepayment on sale or Total Loss) or Clause
7.6 (Mandatory prepayment of Hedging Payment Proceeds);



 




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		(c)	a reduction in the Margin or the amount of any payment of principal, interest, fees or commission
payable;



 


		(d)	a change in currency of payment of any amount under the Finance Documents;



 


		(e)	an increase in any Commitment or the Total Commitments (including any increase in Total Commitments
set out in Clause 2.3 (Increase commitment option)), an extension of any Availability Period or any requirement that a cancellation
of Commitments reduces the Commitments rateably under the Facility;



 


		(f)	a change to any Obligor;



 


		(g)	any provision which expressly requires the consent of all the Lenders;



 


		(h)	this Clause 46 (Amendments and Waivers);



 


		(i)	any amendment to the definition of Sanctions or any amendment or waiver of the Sanctions provisions
within this Agreement;



 


		(j)	any change to the preamble (Background), Clause 2 (The Facility), Clause 3 (Purpose),
Clause 5 (Utilisation), Clause 8 (Interest), Clause 29 (Application of Earnings), Clause 7.2 (Change
of control), Clause 31 (Changes to the Lenders), Clause 49 (Governing Law) or Clause 50 (Enforcement);



 


		(k)	any release of, or material variation to, any Transaction Security, guarantee, indemnity or subordination
arrangement set out in a Finance Document (except in the case of a release of Transaction Security as it relates to the disposal
of an asset which is the subject of the Transaction Security and where such disposal is expressly permitted by the Majority Lenders
or otherwise under a Finance Document);



 


		(l)	(other than as expressly permitted by the provisions of any Finance Document), the nature or scope
of:



 


		(i)	the guarantees and indemnities granted under Clause 17 (Guarantee and Indemnity – Guarantors)
or Clause 20 (Guarantee and Indemnity – Hedge Guarantors) and the joint and several liability of the Guarantors under
Clauses 18 (Joint and Several Liability of the Guarantors) and 19 (Joint and Several Liability of the Borrowers);



 


		(ii)	the Charged Property; or



 


		(iii)	the manner in which the proceeds of enforcement of the Transaction Security are distributed,



 


(except in the case of paragraphs (ii)
and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where
such sale or disposal is expressly permitted under this Agreement or any other Finance Document);


 


		(m)	the release of the guarantees and indemnities granted under Clause 17 (Guarantee and Indemnity
– Guarantors) or of any Transaction Security unless permitted under this Agreement or another Finance Document or relating
to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted
under this Agreement or any other Finance Document,



 


shall not be made, or given, without
the prior consent of all the Lenders.


 




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		46.3	Other exceptions



 


		(a)	An amendment or waiver which relates to the rights or obligations of a Servicing Party or either
Mandated Lead Arranger (each in their capacity as such) may not be effected without the consent of that Servicing Party or, as
the case may be, that Mandated Lead Arranger.



 


		(b)	An amendment or waiver which relates to the rights or obligations of a Hedge Counterparty (in its
capacity as such) may not be effected without the consent of that Hedge Counterparty.



 


		(c)	The Borrowers and the Facility Agent, either Mandated Lead Arranger or the Security Agent, as applicable,
may amend or waive a term of a Fee Letter to which they are party.



 


		(d)	If any Lender fails to respond to a request for a consent, waiver, amendment of or in relation
to any of the terms of any Finance Document or other vote of Lenders under the terms of this Agreement within 10 Business Days
of such request (unless the Borrowers and the Facility Agent agree to a longer time period in relation to any request), (i) its
Commitment shall not be included for the purpose of calculating the Total Commitments under the relevant Facility when ascertaining
whether any relevant percentage (including for the avoidance of doubt, unanimity) 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.



 


		47	Confidentiality



 


		47.1	Confidential Information



 


Each Finance Party agrees to keep
all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 47.2 (Disclosure
of Confidential Information) and Clause 47.3 (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.


 


		47.2	Disclosure of Confidential Information



 


Any Finance Party may disclose:


 


		(a)	to any of its Affiliates and Related Funds and any of its or their officers, directors, employees,
professional advisers, insurance brokers, auditors, partners and Representatives such Confidential Information as that Finance
Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a)
is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive
information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations
to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the
Confidential Information;



 


		(b)	to any person:



 


		(i)	to (or through) whom it assigns or transfers (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
Facility Agent or Security Agent 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 payments are to be made or may be made by reference
to, one or more Finance Documents and/or one or more Obligors and to any of that person's Affiliates, Related Funds, Representatives
and professional advisers;



 




    	 	126	 



     


    

 


		(iii)	appointed by any Finance Party or by a person to whom paragraph (b)(i) or (ii) 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 33.14 (Relationship with the Lenders));



 


		(iv)	who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly
or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;



 


		(v)	to whom information is required or requested to be disclosed by any court of competent jurisdiction
or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange
or pursuant to any applicable law or regulation;



 


		(vi)	to whom information is required to be disclosed in connection with, and for the purposes of, any
litigation, arbitrations, administrative or other investigations, proceedings or disputes;



 


		(vii)	to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security
(or may do so) pursuant to Clause 31.8 (Security over Lenders' rights);



 


		(viii)	who is a Party, a member of the Group or any related entity of an Obligor;



 


		(ix)	as a result of the registration of any Finance Document as contemplated by any Finance Document
or any legal opinion obtained in connection with any Finance Document; or



 


		(x)	with the consent of the Parent Guarantor;



 


in each case, such Confidential Information
as that Finance Party shall consider appropriate if:


 


		(A)	in relation to paragraphs (b)(i), (b)(ii) and (b)(iii) 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 paragraph (b)(iv) 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;



 


		(C)	in relation to paragraphs (b)(v), (b)(vi), and (b)(vii) above, the person to whom the Confidential
Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be
price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it
is not practicable so to do in the circumstances;



 




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		(c)	to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (b)(ii)
above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without
limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as
may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c)
if the service provider to whom the Confidential Information is to be given has entered in to a confidentiality agreement substantially
in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other
form of confidentiality undertaking agreed between the Borrowers and the relevant Finance Party;



 


		(d)	to any rating agency (including its professional advisers) such Confidential Information as may
be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents
and/or the Obligors;



 


		(e)	to the U.S. Securities and Exchange Commissioning (the "SEC") such Confidential
Information as may be required to be disclosed to the SEC.



 


		47.3	Disclosure to numbering service providers



 


		(a)	Any Finance Party may disclose to any national or international numbering service provider appointed
by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more
Obligors the following information:



 


		(i)	names of Obligors;



 


		(ii)	country of domicile of Obligors;



 


		(iii)	place of incorporation of Obligors;



 


		(iv)	date of this Agreement;



 


		(v)	the names of the Facility Agent and each Mandated Lead Arranger;



 


		(vi)	date of each amendment and restatement of this Agreement;



 


		(vii)	amount of Total Commitments;



 


		(viii)	currency of the Facility;



 


		(ix)	type of Facility;



 


		(x)	ranking of Facility;



 


		(xi)	Termination Date for Facility;



 


		(xii)	changes to any of the information previously supplied pursuant to paragraphs (i) to (xi) above;
and



 


		(xiii)	such other information agreed between such Finance Party and the Borrowers,



 


to enable such numbering service
provider to provide its usual syndicated loan numbering identification services.


 


		(b)	The Parties acknowledge and agree that each identification number assigned to this Agreement, the
Facility and/or one or more Obligors by a numbering service provider and the information associated with each such number may be
disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.



 




    	 	128	 



     


    

 


		(c)	Each Obligor represents that none of the information set out in paragraphs (a)(i) to (a)(xiii)
above is, nor will at any time be, unpublished price-sensitive information.



 


		(d)	The Facility Agent shall notify each Obligor and the other Finance Parties of:



 


		(i)	the name of any numbering service provider appointed by the Facility Agent in respect of this Agreement,
the Facility and/or one or more Obligors; and



 


		(ii)	the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or one
or more Obligors by such numbering service provider.



 


		47.4	Entire agreement



 


This Clause 47 (Confidentiality)
constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents
regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.


 


		47.5	Inside information



 


Each of the Finance Parties acknowledges
that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information
may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse
and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.


 


		47.6	Notification of disclosure



 


Each of the Finance Parties agrees
(to the extent permitted by law and regulation) to inform the Borrowers:


 


		(a)	of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v)
of Clause 47.2 (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 47
(Confidentiality).



 


		47.7	Continuing obligations



 


The obligations in this 46 (Confidentiality)
are continuing and , in particular, shall survive and remain binding on each Finance Party for a period of 12 months from the earlier
of:


 


		(a)	the date on which all amounts payable by the Obligors under or in connection with this Agreement
have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and



 


		(b)	the date on which such Finance Party otherwise ceases to be a Finance Party.



 


		48	Counterparts



 


Each Finance Document may be executed
in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the
Finance Document.


 




    	 	129	 



     


    

 


Section
13



Governing Law and Enforcement


 


		49	Governing Law



 


This Agreement and any non-contractual
obligations arising out of or in connection with it are governed by English law.


 


		50	Enforcement



 


		50.1	Jurisdiction



 


		(a)	The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection
with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or any non-contractual
obligation arising out of or in connection with this Agreement) (a "Dispute").



 


		(b)	The Obligors accept that the courts of England are the most appropriate and convenient courts to
settle Disputes and accordingly no Obligor will argue to the contrary.



 


		(c)	This Clause 50.1 (Jurisdiction) is for the benefit of the Secured Parties only. As a result,
no Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the
extent allowed by law, the Secured Parties may take concurrent proceedings in any number of jurisdictions.



 


		50.2	Service of process



 


		(a)	Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other
than an Obligor incorporated in England and Wales):



 


		(i)	irrevocably appoints WFW Legal Services Limited at its registered office presently at 15 Appold
Street, London, EC2A 2HB as its agent for service of process in relation to any proceedings before the English courts in connection
with any Finance Document; and



 


		(ii)	agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate
the proceedings concerned.



 


		(b)	If any person appointed as an agent for service of process is unable for any reason to act as agent
for service of process, the Borrowers (on behalf of all the Obligors) must immediately (and in any event within 3 days of such
event taking place) appoint another agent on terms acceptable to the Facility Agent. Failing this, the Facility Agent may appoint
another agent for this purpose.



 


This Agreement has been entered into on
the date stated at the beginning of this Agreement.


 




    	 	130	 



     


    

 


Schedule
1


 


The
Parties


 


Part A


 


The
Obligors


 


	Name of Borrower	Place of 

Incorporation	Registration number

(or equivalent if any)	Address for 

Communication
	 	 	 	 
	Saltee Shipco LLC	The Marshall Islands	963545	c/o Ardmore Shipping Services (Ireland) Limited
	Blasket Shipco LLC	The Marshall Islands	963539	 
	Ballycotton Shipco LLC	The Marshall Islands	963538	Unit 1102, One Albert Quay, Cork T12X8N6 Ireland
	Killary Shipco LLC	The Marshall Islands	963542	 
	 	 	 	Fax: +353 21 240 9501
	 	 	 	Attn: Mr Paul Tivnan


 


	Name of Parent 

Guarantor	Place of 

Incorporation	Registration number

(or equivalent if any)	Address for 

Communication
	 	 	 	 
	Ardmore Shipping Corporation	The Marshall Islands	61477	c/o Ardmore Shipping Services (Ireland) Limited
	 	 	 	 
	 	 	 	Unit 1102, One Albert Quay, Cork T12X8N6 Ireland
	 	 	 	 
	 	 	 	Fax: +353 21 240 9501
	 	 	 	Attn: Mr Paul Tivnan


 


	Name of Corporate 

Guarantor	Place of 

Incorporation	Registration number

(or equivalent if any)	Address for 

Communication
	 	 	 	 
	Ardmore Shipping LLC	The Marshall Islands	961622	c/o Ardmore Shipping Services (Ireland) Limited
	 	 	 	 
	 	 	 	Unit 1102, One Albert Quay, Cork T12X8N6 Ireland
	 	 	 	 
	 	 	 	Fax: +353 21 240 9501
	 	 	 	Attn: Mr Paul Tivnan


 


	Name of Hedge 

Guarantor	Place of 

Incorporation	Registration number

(or equivalent if any)	Address for 

Communication
	 	 	 	 
	Saltee Shipco LLC	The Marshall Islands	963545	c/o Ardmore Shipping Services (Ireland) Limited
	Blasket Shipco LLC	 	963539	Unit 1102, One Albert Quay, Cork T12X8N6 
	Ballycotton Shipco LLC	 	963538	Ireland
	 	 	 	 
	Killary Shipco LLC	 	963542	Fax: +353 21 240 9501
	 	 	 	 
	 	 	 	Attn: Mr Paul Tivnan


 




    	 	131	 



     


    

 


Part B


 


The
Original Lenders


 


	Name of Original Lender	Commitment	Address for Communication
	 	 	 
	ABN AMRO Bank N.V.	$71,374,000	PAC: GL1610
	 	 	Coolsingel 93
	 	 	3012 AE, Rotterdam
	 	 	The Netherlands
	 	 	 
	 	 	Attn: Amit Wynalda/
	 	 	Marjolein Goense
	 	 	Fax: +31(0) 104015323


 


THE HEDGE COUNTERPARTIES


 


	Name of Original Hedge Counterparty	Address for Communication
	 	 
	ABN AMRO Bank N.V.	(HQ7216)
	 	c/o Markets Documentation Unit
	 	Gustav Mahleraan 10
	 	NL – 1082PP Amsterdam
	 	The Netherlands
	 	 
	 	Fax: +31(0) 1045 90538


 




    	 	132	 



     


    

 


Part C


The
Servicing Parties


 


	Name of Facility Agent	Address for Communication
	 	 
	ABN AMRO Bank N.V.	Agency Syndicated Loans (EA8550) 
	 	Daalsesingel 71
	 	3511 SW Utrecht
	 	The Netherlands
	 	 
	 	Email: abn.amro.agency.team.1@nl.abnamro.com


 


	Name of Security Agent	Address for Communication
	 	 
	ABN AMRO Bank N.V.	Agency Syndicated Loans (EA8550) 
	 	Daalsesingel 71
	 	3511 SW Utrecht
	 	The Netherlands
	 	 
	 	Email: abn.amro.agency.team.1@nl.abnamro.com


 




    	 	133	 



     


    

 


Schedule
2


 


Conditions
Precedent


 


Part A


 


Conditions
Precedent to Initial Utilisation Request


 


		1	Obligors



 


		1.1	A copy of the constitutional documents of each Obligor.



 


		1.2	A copy of a resolution of the board of directors of each Obligor:



 


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



 


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



 


		(c)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents
and notices (including, if relevant, a Utilisation Request and each Selection Notice) to be signed and/or despatched by it under,
or in connection with, the Finance Documents to which it is a party.



 


		1.3	An original of the power of attorney of any Obligor authorising a specified person or persons to
execute the Finance Documents to which it is a party.



 


		1.4	A copy of a resolution signed by the Corporate Guarantor as the holder of the membership interests
in each Borrower, approving the terms of, and the transactions contemplated by, the Finance Documents to which that Borrower is
a party.



 


		1.5	A certificate of each Obligor (signed by a director) confirming that borrowing or guaranteeing,
as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on that Transaction
Obligor to be exceeded.



 


		1.6	A certificate of each Obligor that is incorporated outside the UK (signed by a director) certifying
either that (i) it has not delivered particulars of any UK Establishment to the Registrar of Companies as required under the Overseas
Regulations or (ii) it has a UK Establishment and specifying the name and registered number under which it is registered with the
Registrar of Companies.



 


		1.7	A certificate of an authorised signatory of the relevant Obligor certifying that each copy document
relating to it specified in this Part A of Schedule 2 (Conditions Precedent) is correct, complete and in full force
and effect as at a date no earlier than the date of this Agreement.



 


		2	Pool Agreement and other Documents



 


		2.1	If relevant copies of the Pool Agreement and of all documents signed by the Borrowers in connection
with it.



 


		2.2	Copies of all MOAs and of all documents signed by the relevant Borrowers and the Sellers in connection
with the MOAs.



 


		2.3	Copies of each Hedging Agreement executed by a Hedge Counterparty and the relevant Borrower.



 




    	 	134	 



     


    

 


		3	Finance Documents



 


A duly executed original of this
Agreement.


 


		4	Security



 


		4.1	A duly executed original of the Accounts Security in relation to each Earnings Account and of the
Membership Interests Security in respect of each Borrower (and of each document to be delivered under each of them).



 


		4.2	A duly executed original of the Hedging Agreement Assignment in respect of each Borrower (and of
each document to be delivered under each of them).



 


		5	Legal opinions



 


		5.1	A legal opinion of Watson, Farley & Williams LLP, legal advisers to the Mandated Lead Arranger,
the Facility Agent and the Security Agent in England, substantially in the form distributed to and agreed by the Original Lenders
before signing this Agreement.



 


		5.2	If a Transaction Obligor is incorporated in a jurisdiction other than England and Wales, a legal
opinion of the legal advisers to the Mandated Lead Arranger, the Facility Agent and the Security Agent in the relevant jurisdiction,
substantially in the form distributed and agreed by to the Original Lenders before signing this Agreement.



 


		6	Other documents and evidence



 


		6.1	Evidence that any process agent referred to in Clause 50.2 (Service of process), if not
an Obligor, has accepted its appointment.



 


		6.2	A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent
considers to be necessary or desirable (if it has notified the Borrowers accordingly) in connection with the entry into and performance
of the transactions contemplated by any Transaction Document, or for the validity and enforceability of any Transaction Document.



 


		6.3	The Original Financial Statements of each Borrower and the Parent Guarantor.



 


		6.4	The original of any mandates or other documents required in connection with the opening or operation
of the Earnings Accounts.



 


		6.5	Evidence that the fees, costs and expenses then due from the Borrowers pursuant to Clause 11
(Fees) and Clause 16 (Costs and Expenses) have been paid or will be paid by the first Utilisation Date.



 


		6.6	Such evidence as the Facility Agent may require for the Finance Parties to be able to satisfy each
of their "know your customer" or similar identification procedures in relation to the transactions contemplated by the
Finance Documents.



 




    	 	135	 



     


    

 


Part B


 


Conditions
Precedent to Utilisation of an Advance


 


For the purposes of this Schedule 2 (Conditions
Precedent), Part B:


 


"Relevant Advance"
means the borrowing of the Tranche relating to the Relevant Ship.


 


"Relevant Borrower"
means the Borrower which is the owner of the Relevant Ship.


 


“Relevant Seller”
means the Seller which is the seller of the Relevant Ship.


 


"Relevant Ship"
means the Ship that is the subject of the Utilisation Request.


 


		1	Relevant Borrower



 


A certificate of an authorised signatory
of the Relevant Borrower certifying that each copy document which it is required to provide under this Part B of Schedule
2 (Conditions Precedent) is correct, complete and in full force and effect as at the Utilisation Date of the Relevant Advance.


 


		2	Ship and other security



 


		2.1	A duly executed original of the Mortgage, the General Assignment in the name of the Relevant Borrower
(if applicable) in respect of the Relevant Ship and of each document to be delivered under or pursuant to each of them together
with documentary evidence that the Mortgage in respect of the Relevant Ship has been duly registered as a valid first preferred
or priority (as applicable) ship mortgage in accordance with the laws of the jurisdiction of its Approved Flag.



 


		2.2	Documentary evidence that the Relevant Ship:



 


		(a)	has been unconditionally delivered by the Relevant Seller to, and accepted by the Relevant Borrower
under the MOA relating to it, and that the full purchase price payable and all other sums due to the Relevant Seller under the
MOA in connection with the acquisition of the Relevant Ship, other than the sums to be financed pursuant to the relevant Advance
have been paid to the Relevant Seller;



 


		(b)	is definitively and permanently registered in the name of the Relevant Borrower under the Approved
Flag;



 


		(c)	is in the absolute and unencumbered ownership of the Relevant Borrower save as contemplated by
the Finance Documents;



 


		(d)	maintains the Approved Classification with the Approved Classification Society free of all overdue
recommendations and conditions of the Approved Classification Society; and



 


		(e)	is insured in accordance with the provisions of this Agreement and all requirements in this Agreement
in respect of insurances have been complied with.



 


		2.3	Documents establishing that the Relevant Ship will, as from the Utilisation Date of the Relevant
Advance, be managed commercially by its Approved Commercial Manager and managed technically by its Approved Technical Manager on
terms acceptable to the Facility Agent acting with the authorisation of all of the Lenders, together with:



 


		(a)	a Manager's Undertaking for each of the Approved Technical Manager and the Approved Commercial
Manager; and



 




    	 	136	 



     


    

 


		(b)	copies of the Approved Technical Manager's Document of Compliance and of the Relevant Ship's Safety
Management Certificate (together with any other details of the applicable safety management system which the Facility Agent requires)
and of any other documents required under the ISM Code and the ISPS Code in relation to the Relevant Ship including without limitation
an ISSC and IAPPC.



 


		2.4	A “green passport” for the Ship listing all potentially hazardous materials on board
the Ship or an equivalent document acceptable to the Facility Agent.



 


		2.5	An opinion from an independent insurance consultant acceptable to the Facility Agent on such matters
relating to the Insurances as the Facility Agent may require.



 


		2.6	Two valuations of the Relevant Ship addressed to the Facility Agent on behalf of the Finance Parties,
stated to be for the purposes of this Agreement and dated not earlier than 14 days before the Utilisation Date for the Relevant
Advance from an Approved Valuer which shows a value for the Relevant Ship of not less than 130 per cent. of the Relevant Advance
(after the Relevant Advance has been made).



 


		3	Legal opinions



 


Legal opinions of the legal advisers
to the Mandated Lead Arranger, the Facility Agent and the Security Agent in England and Wales, the jurisdiction of the Approved
Flag of the relevant Ship and the Marshall Islands and such other relevant jurisdictions as the Facility Agent may require and
in substance and form acceptable to the Lenders.


 


		4	Other documents and evidence



 


Evidence that the fees, costs and
expenses then due from the Borrowers pursuant to Clause 11 (Fees) and Clause 16 (Costs and Expenses) have been
paid or will be paid by the Utilisation Date for the Loan.


 




    	 	137	 



     


    

 


Schedule
3


 


Requests


 


Part A


 


Utilisation
Request


 


		From:	SALTEE SHIPCO LLC, BLASKET SHIPCO LLC, BALLYCOTTON SHIPCO LLC and KILLARY SHIPCO LLC



 


		To:	ABN Amro Bank N.V.



as Facility Agent


 


Date: [l]


 


Dear Sirs


 


SALTEE SHIPCO LLC, BLASKET SHIPCO LLC, 

BALLYCOTTON SHIPCO LLC and KILLARY SHIPCO LLC - 

$71,374,000 Facility Agreement

dated [l] 2016 (the "Agreement")


 


		1	We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the
same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.



 


		2	We wish to borrow the Advance under Tranche [A]/[B]/[C]/[D] on the following terms:



 


	 	Proposed Utilisation Date:	[l] 2016 (or, if that is not a Business Day, the next Business Day)
	 	 	 
	 	Amount:	[l] or, if less, the Available Facility
	 	 	 
	 	Interest Period for the first Advance:	[l]


 


		3	We confirm that each condition specified in Clause 4.1 (Initial conditions precedent) and
Clause 4.2 (Further conditions precedent) as they relate to the Advance to which this utilisation request refers of the
Agreement is satisfied on the date of this Utilisation Request.



 


		4	We represent and warrant that the representations and warranties in Clause 21 (Representations)
remain true by reference to the facts and circumstances existing at the date of this, Utilisation Request.



 


		5	The proceeds of this Advance should be credited to [account].



 


		6	This Utilisation Request is irrevocable.



 


Yours faithfully


 


authorised signatory for

SALTEE SHIPCO LLC


 


authorised signatory for

BLASKET SHIPCO LLC


 


authorised signatory for

BALLYCOTTON SHIPCO LLC


 


authorised signatory for

KILLARY SHIPCO LLC


 




    	 	138	 



     


    

 


Part B


 


Selection
Notice


 


		From:	SALTEE SHIPCO LLC, BLASKET SHIPCO LLC, BALLYCOTTON SHIPCO LLC and KILLARY SHIPCO LLC



 


		To:	ABN Amro Bank N.V.



as Facility Agent


 


Date: [l]


 


Dear Sirs


 


SALTEE SHIPCO LLC, BLASKET SHIPCO LLC, 

BALLYCOTTON SHIPCO LLC and KILLARY SHIPCO LLC - 

$71,374,000 Facility Agreement

dated [l] 2016 (the "Agreement")


 


		1	We refer to the Agreement. This is a Selection Notice. Terms
defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.



 


		2	We request that, subject to paragraph (f) of Clause 9.1 (Selection of Interest Periods)
of the Agreement, the next Interest Period for Tranche [A]/[B]/[C]/[D] be [l].



 


		3	This Selection Notice is irrevocable.



 


Yours faithfully


 


authorised signatory for

SALTEE SHIPCO LLC


 


authorised signatory for

BLASKET SHIPCO LLC


 


authorised signatory for

BALLYCOTTON SHIPCO LLC


 


authorised signatory for

KILLARY SHIPCO LLC


 




    	 	139	 



     


    

 


Schedule
4



Form of Transfer Certificate


 


		To:	ABN Amro Bank N.V. as Facility Agent



 


		From:	[The Existing Lender] (the "Existing Lender")
and [The New Lender] (the "New Lender")



 


Dated: [l]


 


SALTEE SHIPCO LLC, BLASKET SHIPCO LLC, 

BALLYCOTTON SHIPCO LLC and KILLARY SHIPCO LLC – 

$71,374,000 Facility Agreement

dated [l] 2016 (the "Agreement")


 


		1	We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have
the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.



 


		2	We refer to Clause 31.5 (Procedure for transfer) of the Agreement:



 


		(a)	The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender
by novation all of the Existing Lender's rights and obligations under the Agreement and the other Finance Documents which relate
to that portion of the Existing Lender's Commitment and participation in the Loan under the Agreement as specified in the Schedule
in accordance with Clause 31.5 (Procedure for transfer) of the Agreement.



 


		(b)	The proposed Transfer Date is [l].



 


		(c)	The Facility Office and address, fax number and attention details for notices of the New Lender
for the purposes of Clause 40.2 (Addresses) of the Agreement are set out in the Schedule.



 


		3	The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set
out in paragraph (c) of Clause 31.4 (Limitation of responsibility of Existing Lenders) of the Agreement.



 


		4	This Transfer Certificate may be executed in any number of counterparts and this has the same effect
as if the signatures on the counterparts were on a single copy of this Transfer Certificate.



 


		5	This Transfer Certificate and any non-contractual obligations arising out of or in connection with
it are governed by English law.



 


		6	This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer
Certificate.



 


Note: The execution of this Transfer Certificate
may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is
the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer
of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those
documents and completion of those formalities.


 




    	 	140	 



     


    

 


THE SCHEDULE


 


Commitment/rights and obligations to be transferred


 


[insert relevant details]


 


[Facility Office address, fax number and attention
details

for notices and account details for payments.]


 


	[Existing Lender]	[New Lender]
	 	 
	By: [l]	By: [l]


 


This Transfer Certificate is accepted by the
Facility Agent and the Transfer Date is confirmed as [l].


 


[Facility Agent]


 


By: [l]


 




    	 	141	 



     


    

 


Schedule
5


 


Form
of Assignment Agreement


 


		To:	SALTEE SHIPCO LLC, BLASKET SHIPCO LLC, BALLYCOTTON SHIPCO LLC and KILLARY SHIPCO LLC



 


		From:	[the Existing Lender] (the "Existing Lender")
and [the New Lender] (the "New Lender")



 


Date: [l]


 


SALTEE SHIPCO LLC, BLASKET SHIPCO LLC, 

BALLYCOTTON SHIPCO LLC and KILLARY SHIPCO LLC – 

$71,374,000 Facility Agreement

dated [l] 2016 (the "Agreement")


 


		1	We refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement have
the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.



 


		2	We refer to Clause 31.6 (Procedure for assignment):



 


		(a)	The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender
under the Agreement, the other Finance Documents and in respect of the Transaction Security which correspond to that portion of
the Existing Lender's Commitment and participations in the Loan under the Agreement as specified in the Schedule.



 


		(b)	The Existing Lender is released from all the obligations of the Existing Lender which correspond
to that portion of the Existing Lender's Commitments and participations in the Loan under the Agreement specified in the Schedule.



 


		(c)	The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from
which the Existing Lender is released under paragraph (b) above.



 


		3	The proposed Transfer Date is [l].



 


		4	On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.



 


		5	The Facility Office and address, fax, number and attention details for notices of the New Lender
for the purposes of Clause 40.2 (Addresses) are set out in the Schedule.



 


		6	The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set
out in paragraph (c) of Clause 31.4 (Limitation of responsibility of Existing Lenders).



 


		7	This Assignment Agreement acts as notice to the Facility Agent (on behalf of each Finance Party)
and, upon delivery in accordance with Clause 31.7 (Copy of Transfer Certificate or Assignment Agreement to Borrowers), to
the Borrowers (on behalf of each Obligor) of the assignment referred to in this Assignment Agreement.



 


		8	This Assignment Agreement may be executed in any number of counterparts and this has the same effect
as if the signatures on the counterparts were on a single copy of this Assignment Agreement.



 


		9	This Assignment Agreement and any non-contractual obligations arising out of or in connection with
it are governed by English law.



 


		10	This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment
Agreement.



 




    	 	142	 



     


    

 


Note: The execution of this Assignment Agreement
may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is
the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer
of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those
documents and completion of those formalities.


 


THE SCHEDULE


 


Commitment rights and obligations to be transferred
by assignment, release and accession


 


[insert relevant details]


 


[Facility office address, fax number and attention
details for notices

and account details for payments]


 


	[Existing Lender]	[New Lender]
	 	 
	By: [l]	By: [l]


 


This Assignment Agreement is accepted by the
Facility Agent and the Transfer Date is confirmed as [l].


 


Signature of this Assignment Agreement by the
Facility Agent constitutes confirmation by the Facility Agent of receipt of notice of the assignment referred to herein, which
notice the Facility Agent receives on behalf of each Finance Party.


 


[Facility Agent]


 


By: [l]


 




    	 	143	 



     


    

 


Schedule
6


 


Form
of Compliance Certificate


 


		To:	ABN Amro Bank N.V. as Facility Agent



 


		From:	Ardmore Shipping Corporation



 


Dated: [l]


 


Dear Sirs


 


SALTEE SHIPCO LLC, BLASKET SHIPCO LLC, 

BALLYCOTTON SHIPCO LLC and KILLARY SHIPCO LLC – 

$71,374,000 Facility Agreement

dated [l] 2016 (the "Agreement")


 


		1	We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have
the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.



 


		2	We confirm that we have maintained the following financial covenants pursuant to Clause 23.1
(Financial covenants) of the Agreement:



 


		(a)	a minimum Solvency of at least 30 per cent.;



 


		(b)	minimum Cash and Cash Equivalents of an amount the greater of:



 


		(i)	$750,000 per Fleet Vessel; and



 


		(ii)	5 per cent. of the Total Consolidated Long Term Debt;



 


		(c)	a positive Working Capital excluding balloon maturities; and



 


		(d)	a ratio of EBITDA plus one third of cash in excess of minimum Cash and Cash Equivalents to Total
Interest Expenses, computed on a trailing 4 quarter basis shall at all times exceed 2.25:1.0.



 


Please refer to the attached documents which
confirm the calculation for the above financial covenants and the accompanying Financial Statements.


 


	Signed:  	 	 	 
	 	Director	 	Director
	 	of	 	of
	 	Ardmore Shipping Corporation	 	Ardmore Shipping Corporation


 




    	 	144	 



     


    

 


Schedule
7


 


Ships


 


	Ship	 	Owner	 	Vessel Name	 	Vessel Type/ 
 Capacity	 	GRT	 	NRT	 	Approved 
 Classification	 	Approved 
 Flat	 	Approved 
 Commercial 
 Manager	 	Approved 
 Technical 
 Manager
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ship A	 	SALTEE SHIPCO LLC	 	"FRONT ARROW"
 to be renamed "ARDMORE ENTERPRISE"	 	CSR Tanker	 	29,993	 	13,738	 	DNV-GL	 	The Marshall Islands	 	Ardmore Shipping (Bermuda) Limited	 	Univan Ship Management Limited
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ship B	 	BLASKET SHIPCO LLC	 	"FRONT AVON"
 to be renamed "ARDMORE ENDURANCE"	 	CSR Tanker	 	29,993	 	13,738	 	DNV-GL	 	The Marshall Islands	 	Ardmore Shipping (Bermuda) Limited	 	Univan Ship Management Limited
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ship C	 	BALLYCOTTON SHIPCO LLC	 	"FRONT CLYDE"
 to be renamed "ARDMORE EXPLORER"	 	CSR Tanker	 	29,993	 	13,738	 	DNV-GL	 	The Marshall Islands	 	Ardmore Shipping (Bermuda) Limited	 	Univan Ship Management Limited
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ship D	 	KILLARY SHIPCO LLC	 	"FRONT DEE"
 to be renamed "ARDMORE ENCOUNTER"	 	CSR Tanker	 	29,993	 	13,738	 	DNV-GL	 	The Marshall Islands	 	Ardmore Shipping (Bermuda) Limited	 	Univan Ship Management Limited



 




    	 	145	 



     


    

 


Schedule
8


 


List of Approved
Valuers


 


	Shipbroker	Country
	 	 
	RS Platou (Asia) Pte Ltd	Singapore
	 	 
	Simpson Spence & Young	United Kingdom
	 	 
	Arrow Valuation Ltd	United Kingdom
	 	 
	Fearnleys AS	Norway /Singapore
	 	 
	Clarksons	United Kingdom/ Greece
	 	 
	Braemar ACM Valuations Limited	United Kingdom


 




    	 	146	 



     


    

 


Schedule
9


 


Timetables


 


	
        Delivery of a duly completed
Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request)) or a Selection Notice 9.1 (Selection of Interest
Periods))
	 	Five Business Days before the intended Utilisation Date (Clause 5.1 (Delivery of a Utilisation Request)) or the expiry of the preceding Interest Period (Clause 9.1 (Selection of Interest Periods))
	 	 	 
	Facility Agent notifies the Lenders of the Advance in accordance with Clause 5.4 (Lenders' participation)	 	Three Business Days before the intended Utilisation Date.
	 	 	 
	LIBOR is fixed	 	Quotation Day as of 11:00 am London time


 




    	 	147	 



     


    

 


Execution Pages


 


BORROWERS


 


	SIGNED by	)	/s/ Chloe Goodwin
	duly authorised	)	Attorney-in-Fact
	for and on behalf of	)	 
	SALTEE SHIPCO LLC	)	 
	in the presence of:	)	 
	 	 	 
	Witness' signature:	) 	/s/ Natalia Golovataya
	Witness' name:	)	Solicitor
	Witness' address:	) 	London EC2A 2HB


 


	SIGNED by 	)	/s/ Chloe Goodwin
	duly authorised	) 	Attorney-in-Fact
	for and on behalf of	)	 
	BLASKET SHIPCO LLC	)	 
	in the presence of:	)	 
	 	 	 
	Witness' signature:	)	/s/ Natalia Golovataya
	Witness' name:	)	Solicitor
	Witness' address:	) 	London EC2A 2HB


 


	SIGNED by 	) 	/s/ Chloe Goodwin
	duly authorised	)	Attorney-in-Fact
	for and on behalf of	)	 
	BALLYCOTTON SHIPCO LLC	)	 
	in the presence of:	)	 
	 	 	 
	Witness' signature:	)	/s/ Natalia Golovataya
	Witness' name:	) 	Solicitor
	Witness' address:	)  	London EC2A 2HB


 


	SIGNED by	) 	/s/ Chloe Goodwin
	duly authorised	)	Attorney-in-Fact
	for and on behalf of	)	 
	KILLARY SHIPCO LLC	)	 
	in the presence of:	)	 
	 	 	 
	Witness' signature:	)	/s/ Natalia Golovataya
	Witness' name:	) 	Solicitor
	Witness' address:	) 	London EC2A 2HB


 




    	 	148	 



     


    

 


HEDGE GUARANTORS


 


	SIGNED by	)	/s/ Chloe Goodwin
	duly authorised	)	Attorney-in-Fact
	for and on behalf of	)	 
	SALTEE SHIPCO LLC	)	 
	in the presence of:	)	 
	 	 	 
	Witness' signature:	)	/s/ Natalia Golovataya
	Witness' name:	)	Solicitor
	Witness' address:	)	London EC2A 2HB


 


	SIGNED by	)	/s/ Chloe Goodwin
	duly authorised	) 	Attorney-in-Fact
	for and on behalf of	)	 
	BLASKET SHIPCO LLC	)	 
	in the presence of:	)	 
	 	 	 
	Witness' signature:	)	/s/ Natalia Golovataya
	Witness' name:	)	Solicitor
	Witness' address:	)	London EC2A 2HB


 


	SIGNED by	) 	/s/ Chloe Goodwin
	duly authorised	) 	Attorney-in-Fact
	for and on behalf of	)	 
	BALLYCOTTON SHIPCO LLC	)	 
	in the presence of:	)	 
	 	 	 
	Witness' signature:	)	/s/ Natalia Golovataya
	Witness' name:	)	Solicitor
	Witness' address:	) 	London EC2A 2HB


 


	SIGNED by	) 	/s/ Chloe Goodwin
	duly authorised	)	Attorney-in-Fact
	for and on behalf of	)	 
	KILLARY SHIPCO LLC	)	 
	in the presence of:	)	 
	 	 	 
	Witness' signature:	) 	/s/ Natalia Golovataya
	Witness' name:	)	Solicitor
	Witness' address:	)	London EC2A 2HB


 




    	 	149	 



     


    

 


PARENT GUARANTOR


 


	SIGNED by	)	/s/ Chloe Goodwin
	duly authorised	)	Attorney-in-Fact
	for and on behalf of	)	 
	ARDMORE SHIPPING CORPORATION	)	 
	in the presence of:	)	 
	 	 	 
	Witness' signature:	) 	/s/ Natalia Golovataya
	Witness' name:	)	Solicitor
	Witness' address:	)	London EC2A 2HB


 


CORPORATE GUARANTOR


 


	SIGNED by	)	/s/ Chloe Goodwin
	duly authorised	)	Attorney-in-Fact
	for and on behalf of	)	 
	ARDMORE SHIPPING LLC	)	 
	in the presence of:	)	 
	 	 	 
	Witness' signature:	)	/s/ Natalia Golovataya
	Witness' name:	) 	Solicitor
	Witness' address:	)	London EC2A 2HB


 


ORIGINAL LENDERS


 


	SIGNED by	)	/s/ Kathryn Palmer
	duly authorised	)	Attorney-in-Fact
	for and on behalf of	)	 
	ABN AMRO BANK N.V.	)	 
	in the presence of:	)	 
	 	 	 
	Witness' signature:	)	/s/ Natalia Golovataya
	Witness' name:	)	Solicitor
	Witness' address:	)	London EC2A 2HB


 




    	 	150	 



     


    

 


ORIGINAL HEDGE COUNTERPARTIES


 


	SIGNED by	)	/s/ Kathryn Palmer
	duly authorised	)	Attorney-in-Fact
	for and on behalf of	)	 
	ABN AMRO BANK N.V.	)	 
	in the presence of:	)	 
	 	 	 
	Witness' signature:	) 	/s/ Natalia Golovataya
	Witness' name:	)	Solicitor
	Witness' address:	)	London EC2A 2HB


 


MANDATED LEAD ARRANGER


 


	SIGNED by	)	/s/ Kathryn Palmer
	duly authorised	)	Attorney-in-Fact
	for and on behalf of	)	 
	ABN AMRO BANK N.V.	)	 
	in the presence of:	)	 
	 	 	 
	Witness' signature:	)	/s/ Natalia Golovataya
	Witness' name:	) 	Solicitor
	Witness' address:	)	London EC2A 2HB
	 	 	 


BOOKRUNNER


 


	SIGNED by	)	/s/ Kathryn Palmer
	duly authorised	)	Attorney-in-Fact
	for and on behalf of	)	 
	ABN AMRO BANK N.V.	)	 
	in the presence of:	)	 
	 	 	 
	Witness' signature:	)	/s/ Natalia Golovataya
	Witness' name:	)	Solicitor
	Witness' address:	)	London EC2A 2HB


 




    	 	151	 



     


    

 


FACILITY AGENT


 


	SIGNED by	)	/s/ Kathryn Palmer
	duly authorised	)	Attorney-in-Fact
	for and on behalf of	)	 
	ABN AMRO BANK N.V.	)	 
	in the presence of:	)	 
	 	 	 
	Witness' signature:	)	/s/ Natalia Golovataya
	Witness' name:	)	Solicitor
	Witness' address:	)	London EC2A 2HB


 


SECURITY AGENT


 


	SIGNED by	)	/s/ Kathryn Palmer
	duly authorised	) 	Attorney-in-Fact
	for and on behalf of	)	 
	ABN AMRO BANK N.V.	)	 
	in the presence of:	)	
	 	 	 
	Witness' signature:	)	/s/ Natalia Golovataya
	Witness' name:	)	Solicitor
	Witness' address:	)	London EC2A 2HB


 




    	 	152