EX-4.20





 Exhibit 4.20 

1(a) 
 Execution Version 

Dated 11 August 2017 

US$19,500,000 
 TERM
LOAN FACILITY 
 LEONIDAS MARINE LLC 

as Borrower 
 and 

POSEIDON CONTAINERS HOLDINGS LLC 

as Guarantor 
 and 

WILMINGTON TRUST, NATIONAL ASSOCIATION 

as Facility Agent 
 and 

WILMINGTON TRUST, NATIONAL ASSOCIATION 

as Security Agent 
 FACILITY
AGREEMENT 
 relating to 

the refinancing certain existing indebtedness 

secured on m.v. “AGIOS DIMITRIOS” 

  
 WATSON FARLEY 

& 
 WILLIAMS 













 Index 
  

							
	Clause	 	 	  	Page	 
	 Section 1 Interpretation
	  	 	2	 
	 1
	 	Definitions and Interpretation	  	 	2	 
	 Section 2 The Facility
	  	 	26	 
	 2
	 	The Facility	  	 	26	 
	 3
	 	Purpose	  	 	27	 
	 4
	 	Conditions of Utilisation	  	 	27	 
	 Section 3 Utilisation
	  	 	29	 
	 5
	 	Utilisation	  	 	29	 
	 Section 4 Repayment, Prepayment and Cancellation
	  	 	31	 
	 6
	 	Repayment	  	 	31	 
	 7
	 	Prepayment and Cancellation	  	 	31	 
	 Section 5 Costs of Utilisation
	  	 	36	 
	 8
	 	Interest	  	 	36	 
	 9
	 	Interest Periods	  	 	37	 
	 10
	 	Changes to the Calculation of Interest	  	 	37	 
	 11
	 	Fees	  	 	39	 
	 Section 6 Additional Payment Obligations
	  	 	40	 
	 12
	 	Tax Gross Up and Indemnities	  	 	40	 
	 13
	 	Increased Costs	  	 	44	 
	 14
	 	Other Indemnities	  	 	46	 
	 15
	 	Mitigation by the Finance Parties	  	 	48	 
	 16
	 	Costs and Expenses	  	 	49	 
	 Section 7 Guarantee
	  	 	50	 
	 17
	 	Guarantee and Indemnity	  	 	50	 
	 Section 8 Representations, Undertakings and Events of Default
	  	 	53	 
	 18
	 	Representations	  	 	53	 
	 19
	 	Information Undertakings	  	 	59	 
	 20
	 	Financial Covenants	  	 	63	 
	 21
	 	General Undertakings	  	 	64	 
	 22
	 	Insurance Undertakings	  	 	71	 
	 23
	 	Ship Undertakings	  	 	76	 
	 24
	 	Security Cover	  	 	81	 
	 25
	 	Earnings Account and Application of Earnings	  	 	83	 
	 26
	 	Events of Default	  	 	84	 
	 Section 9 Changes to Parties
	  	 	89	 
	 27
	 	Changes to the Lenders	  	 	89	 
	 28
	 	Changes to the Transaction Obligors	  	 	93	 
	 Section 10 The Finance Parties
	  	 	94	 
	 29
	 	The Facility Agent and the Reference Banks	  	 	94	 
	 30
	 	The Security Agent	  	 	104	 
	 31
	 	Conduct of Business by the Finance Parties	  	 	118	 
	 32
	 	Sharing among the Finance Parties	  	 	118	 
	 Section 11 Administration
	  	 	120	 
	 33
	 	Payment Mechanics	  	 	120	 
	 34
	 	Set-Off	  	 	122	 
	 35
	 	Bail-In	  	 	123	 
	 36
	 	Notices	  	 	123	 
	 37
	 	Calculations and Certificates	  	 	125	 
	 38
	 	Partial Invalidity	  	 	125	 
	 39
	 	Remedies and Waivers	  	 	125	 
	 40
	 	Settlement or Discharge Conditional	  	 	126	 
	 41
	 	Irrevocable Payment	  	 	126	 
	 42
	 	Amendments and Waivers	  	 	126	 
	 43
	 	Confidential Information	  	 	128	 














							
	 44
	 	 Confidentiality of Funding Rates and Reference
Bank Quotations
	  	 	131	 
	 45
	 	 Counterparts
	  	 	133	 
	 Section 12 Governing Law and Enforcement
	  	 	134	 
	 46
	 	 Governing Law
	  	 	134	 
	 47
	 	 Enforcement
	  	 	134	 
	 48
	 	 Patriot Act Notice
	  	 	134	 
			
	Schedules	 		  			
		
	 Schedule 1 The Parties
	  	 	135	 
	 Part A The Obligors
	  	 	135	 
	 Part B The Original Lenders
	  	 	136	 
	 Part C The Servicing Parties
	  	 	137	 
	 Schedule 2 Conditions Precedent
	  	 	138	 
	 Part A Conditions precedent to Utilisation Request
	  	 	138	 
	 Part B Conditions precedent to Utilisation
	  	 	140	 
	 Schedule 3 Requests
	  	 	142	 
	 Part A Utilisation Request
	  	 	142	 
	 Schedule 4 Form of Transfer Certificate
	  	 	143	 
	 Schedule 5 Form of Assignment Agreement
	  	 	145	 
	 Schedule 6 Form of Compliance Certificate
	  	 	148	 
	 Schedule 7 Timetables
	  	 	149	 
	 Schedule 8 Equity Contribution Dated and amounts
	  	 	150	 
			
	Execution	 		  			
		
	 Execution Pages
	  	 	151	 













 Execution Version 

THIS AGREEMENT is made on 11 August 2017 
 PARTIES

  

	(1)	 LEONIDAS MARINE LLC, a limited liability company formed in the Marshall Islands whose registered office
is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as borrower (the “Borrower”) 


  

	(2)	 POSEIDON CONTAINERS HOLDINGS LLC, a limited liability company formed in the Marshall Islands whose
registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as guarantor (the “Guarantor”) 



 

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


  

	(4)	 WILMINGTON TRUST, NATIONAL ASSOCIATION as agent of the other Finance Parties (the “Facility
Agent”) 


  

	(5)	 WILMINGTON TRUST, NATIONAL ASSOCIATION as security agent for the Secured Parties (the “Security
Agent”) 


 BACKGROUND 

The Lenders have agreed to make available to the Borrower a facility of US$19,500,000 for the purpose of refinancing part of the Existing Indebtedness in
respect of the Ship. 
 OPERATIVE PROVISIONS 












 SECTION 1 

INTERPRETATION 
  

	1	 DEFINITIONS AND INTERPRETATION 



 

	1.1	 Definitions 



In this Agreement: 
 “ABN
Facility Agreement” means the loan or credit facility agreement entered or to be entered into by any member of the Group with, inter alia, ABN Amro Bank N.V. to refinance the Existing ABN Amro Facility Agreement on the relevant Refinancing
Date. 
 “Account Bank” means Joh. Berenberg, Gossler & Co. KG acting through its office at Neuer Jungfernstieg 20,
20354 Hamburg, Germany or any replacement bank or other financial institution as may be approved by the Facility Agent acting with the authorisation of the Majority Lenders. 

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

“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 any firm or firms of insurance brokers approved in writing
by the Facility Agent, acting with the authorisation of the Majority Lenders. 
 “Approved Classification” means I X HULL X MACH, Container ship, Unrestricted navigation, X VeriSTAR-HULL,
X AUT-UMS, X SYS-NEQ, INWATERSURVEY with the Approved Classification
Society or the equivalent classification with another Approved Classification Society. 
 “Approved Classification Society”
means Bureau Veritas or any other classification society approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders. 

“Approved Commercial Manager” means, Conchart Commercial Inc., a corporation incorporated in the Marshall
Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands, or any other person approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders as
the commercial manager of the Ship. 
 “Approved Flag” means the flag of the Republic of Liberia, Marshall Islands, Panama
or such other flag approved in writing by the Facility Agent acting with the authorisation of the Lenders. 
 “Approved Manager”
means the Approved Commercial Manager or the Approved Technical Manager. 
 “Approved Technical Manager” means Technomar
Shipping Inc., a corporation incorporated in the Republic of Liberia whose registered office is at 80 Broad Street, Monrovia, Liberia and with management office at 3-5 Menandrou Street, Kifissia 145 61,
Athens, Greece or any other person approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders as the technical manager of the Ship. 

“Approved Valuer” means Clarksons-Platou, Barry Rogliano Salles, Kontiki Marine and Howe Robinson and any other firm or firms
of independent sale and purchase shipbrokers approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders. 

  
 2 













 “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, assignee and the Facility Agent (acting with the authorisation of the Majority Lenders). 

“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 18
August 2017. 
 “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 the Loan 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: 

 

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


  

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


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

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


 exceeds 

 

	 	(b)	 the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or
Unpaid Sum received by it on deposit with a leading bank in the 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,
Frankfurt, Hamburg, New York and Athens. 
 “Cash Sweep End Date” means the date falling on the earlier of (i) the date
on which the aggregate amount of the Loan prepaid pursuant to Clause 7.7 (Excess Cash Flow) and/or Clause 7.3 (Voluntary prepayment of Loan) is at least $6,500,000 and (ii) 31 December 2020; 

  
 3 













 “Cash Sweep Period” has the meaning given to it in Clause 7.7 (Excess
Cash Flow); 
 “Charter” means any charter relating to the Ship, or other contract for its employment, whether or not
already in existence. 
 “Charter Assignment” means the assignment creating Security over any Charter which is for a term
which exceeds 12 months (including any optional extensions and any redelivery allowance) and any Charter Guarantee in agreed form. 

“Charter Guarantee” means, when applicable, any guarantee, bond, letter of credit or other instrument (whether or not already
issued) supporting a Charter, the form of which shall not be subject to the Facility Agent’s prior approval. 
 “Charterer”
means any person who, as charterer, is a party to a Charter. 
 “Code” means the US Internal Revenue Code of 1986. 

“Commercial Management Agreement” means the agreement entered into between the Guarantor and the Approved Commercial Manager
regarding the commercial management of the Ship. 
 “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 Guarantor and the Facility Agent (acting on the instructions of the Majority Lenders). 

“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, 


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

	 	(i)	 information that: 


  

	 	(A)	 is or becomes public information other than as a direct or indirect result of any breach by that Finance Party
of Clause 43 (Confidential Information); or 


  

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



  
 4 














	 	(C)	 is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs
(a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with 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; and 


  

	 	(ii)	 any Funding Rate or Reference Bank Quotation. 



“Confidentiality Undertaking” means a    confidentiality undertaking in substantially the appropriate form
recommended by the LMA from time to time or in any other agreed form. 
 “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. 
 “Debt Service”
has the meaning given to it in Clause 7.7 (Excess Cash Flow). 
 “Deed of Release” means a deed releasing the
Existing Security in a form acceptable to the Facility Agent (acting on the instructions of the Majority Lenders) and, in the plural, means both of them. 

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

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security
Agent. 
 “Dispute” has the meaning given to it in Clause 47.1 (Jurisdiction). 

“Disruption Event” means either or both of: 
  

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


  

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



 

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



 

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


 and which (in either such case) is not caused by, and is beyond the control of, the Party or,
if applicable, any Transaction Obligor whose operations are disrupted. 
 “Document of Compliance” has the meaning given to
it in the ISM Code. 
 “dollars” and “$” mean the lawful currency, for the time being, of the United States
of America. 

  
 5 













 “Earnings” means all moneys whatsoever which are now, or later become,
payable (actually or contingently) to the Borrower or the Security Agent and which arise out of or in connection with or relate to the use or operation of the 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
(acting on the instructions of the Majority Lenders), (such consent not to be unreasonably withheld by the Majority Lenders) pooled or shared with any other person: 



 

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


  

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



  

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


  

	 	(iv)	 remuneration for salvage and towage services; 



 

	 	(v)	 demurrage and detention moneys; 



 

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


  

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



  

	 	(b)	 if and whenever the Ship is employed on terms whereby any moneys falling within
sub-paragraphs (i) to (vii) 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 the Ship. 


 “Earnings Account” means: 

 

	 	(a)	 an account in the name of the Borrower with the Account Bank designated “Leonidas Marine LLC - Earnings
Account”; or 


  

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



 

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


 “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. 

  
 6 













 “Environmental Incident” means: 

 

	 	(a)	 any release, emission, spill or discharge of Environmentally Sensitive Material whether within a Ship or from a
Ship into any other vessel or into or upon the air, sea, land or soils (including the seabed) or surface water; 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 the Ship and which involves a collision between the Ship and such other vessel or some other incident of navigation or operation, in either case, in
connection with which the Ship is actually or potentially liable to be arrested, attached, detained or injuncted and/or the Ship and/or any Transaction Obligor and/or any operator or manager of the 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 the Ship and in connection with which the Ship is actually or potentially liable to be arrested and/or where any Transaction Obligor and/or any operator
or manager of the 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. 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor thereto. 

“ERISA Affiliate” means each person (and defined in Section 3(9) of ERISA) which together with the Borrower would be
deemed to be a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code. 
 “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 26 (Events of Default).

 “Excess Cash Flow” has the meaning given to it in Clause 7.7 (Excess Cash Flow).  

“Excess Cash Flow Date” has the meaning given to it in Clause 7.7 (Excess Cash Flow).  

“Excess Cash Flow Notice” has the meaning given to it in Clause 7.7 (Excess Cash Flow).  

“Excess Cash Flow Period” has the meaning given to it in Clause 7.7 (Excess Cash Flow). 

“Executive Order” means an executive order issued by the President of the United States of America. 

“Existing ABN Amro Facility Agreement” means the facility agreement dated 14 November 2016 entered into by, inter alia, ABN
Amro Bank N.V. (as a lender, agent, arranger, swap 

  
 7 













 
bank and security trustee) and Zeus One Marine LLC, lkaros Marine LLC, Tasman Marine LLC, Hudson Marine LLC and Drake Marine LLC (as joint and several borrowers) as amended and supplemented from
time to time. 
 “Existing Facility Agreement” means each of the Existing First Facility Agreement and the Existing Second
Facility Agreement and, in the plural, means both of them. 
 “Existing First Facility Agreement” means the facility
agreement dated 16 February 2011 (as amended and supplemented from time to time) and entered into between, amongst others, the Borrower as borrower and Unicredit Bank AG as arranger, agent and security agent, account bank, bank and swap provider to
finance the acquisition of the Ship. 
 “Existing Fleet Vessel” means any vessel (including the Ship) from time to time
wholly owned by the Guarantor (directly or indirectly) at any point during the Refinancing Period. 
 “Existing Group Facility
Agreement” means: 
  

	 	(a)	 the Existing ABN Amro Facility Agreement; and 



 

	 	(b)	 the Existing Facility Agreements; 



and in the plural means all of them. 

“Existing Indebtedness” means, at any date, the outstanding Financial Indebtedness of the Obligors on that date under the
Existing Facility Agreements. 
 “Existing Lender” has the meaning given to it in Clause 27.1 (Assignments and transfers
by the Lenders). 
 “Existing Second Facility Agreement” means the facility agreement dated 4 May 2011 (as amended and
supplemented from time to time) and entered into between Hephaestus Marine LLC and Pericles Marine LLC as joint and several borrowers and Credit Agricole Corporate and Investment Bank as lender. 

“Existing Security” means any Security created to secure the Existing Indebtedness. 

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

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

“FATCA” means: 
  

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



 

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


  

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



  
 8 













 “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. 

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

	 	(a)	 this Agreement; 


  

	 	(b)	 any Fee Letter; 


  

	 	(c)	 the Utilisation Request; 



 

	 	(d)	 any Security Document; 



 

	 	(e)	 any Subordination Agreement; 



 

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


  

	 	(g)	 any other document designated as such by the Facility Agent (acting on the instructions of the Majority
Lenders) and the Borrower. 


 “Finance Party” means the Facility Agent, the Security Agent or a Lender.
 
 “Financial Indebtedness” means any indebtedness for or in relation to: 

 

	 	(a)	 moneys borrowed; 


  

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



  

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


  

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



  
 9 














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


  

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


  

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


  

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


  

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


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

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

“General Assignment” means the general assignment creating Security over the Earnings, the Insurances and any Requisition
Compensation in agreed form. 
 “Group” means the Guarantor and its Subsidiaries from time to time. 

“Group Facility Agreements” means: 
  

	 	(a)	 the ABN Facility Agreement; and 



 

	 	(b)	 any other loan or credit facility agreement entered or to be entered into by any member of the Group with any
other bank or financial institution or other creditor party refinancing any of the Existing Group Facility Agreements on the relevant Refinancing Date and being secured by, inter alia, any Existing Fleet Vessel. 



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

“IFRS” means International Financial Reporting Standards promulgated by the International Accounting Standards Board, as
amended from time to time, together with its pronouncements thereon from time to time. 
 “Indemnified Person” means: 

 

	 	(a)	 for the purposes of Clause 14.2 (Other indemnities), each Finance Party, each Affiliate of a Finance
Party and each officer or employee of a Finance Party or its Affiliate; 


  

	 	(b)	 for the purposes of Clause 14.4 (Indemnity to the Facility Agent), the Facility Agent, each Affiliate of
the Facility Agent and each director, officer and employee; and 


  

	 	(c)	 for the purposes of Clause 14.5 (Indemnity to the Security Agent), the Security Agent and every Receiver
and Delegate, each Affiliate of the Security Agent, Receiver and Delegate and each director, officer and employee. 



  
 10 













 “Insurances” means, in relation to the Ship: 

 

	 	(a)	 all policies and contracts of insurance, including entries of the Ship in any protection and indemnity or war
risks association, effected for the account of the Borrower in relation to the Ship, the Earnings or otherwise in relation to the 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. 



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

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

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

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


  

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


 each as of the Specified Time for dollars. 

“IPO” means the initial public offering of part or all of the share capital of the Guarantor and the subsequent listing of
such share capital at a stock exchange acceptable to the Facility Agent (acting on the instructions of the Majority Lenders). 
 “ISM
Code” means the International Safety Management Code for the Safe Operation of Ship 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. 

“K&T Marine” means K&T Marine LLC, a limited liability company formed in the Marshall Islands whose registered office
is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands. 
 “K&T Loan Agreement”
means the loan facility agreement dated 4 May 2016 (as amended and supplemented from time to time) between K&T Marine and the Guarantor relating to a loan facility of up to $12,211,552.74 in agreed form. 

  
 11 













 “Legal Reservations” means: 

 

	 	(a)	 the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation
of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors; 


  

	 	(b)	 the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability
for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim; 



 

	 	(c)	 similar principles, rights and defences under the laws of any Relevant Jurisdiction; and 



 

	 	(d)	 any other matters which are set out as qualifications or reservations as to matters of law of general
application in the legal opinions delivered as conditions precedent to the funding of the Loan. 


 “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
27 (Changes to the Lenders), 


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

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

 

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


  

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



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

“LLC Shares”, in respect of the Borrower, shall have the meaning ascribed thereto in the Borrower’s limited liability
company agreement. 
 “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 that loan under the Facility and a “part of the Loan” means any part of the Loan as the context may require. 

“Major Casualty” means any casualty to the 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 the Loan has not yet been advanced, a Lender or Lenders whose Commitments aggregate more than 66% per cent.
of the Total Commitments; or 


  

	 	(b)	 at any other time, a Lender or Lenders whose participations in the Loan aggregate more than 66% 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 66% per cent. of the Loan
immediately before such repayment or prepayment. 



  
 12 













 “Management Agreement” means the Technical Management
Agreement or the Commercial Management Agreement. 
 “Manager’s Undertaking” means, in respect of each Management
Agreement, each letter of undertaking from the Approved Technical Manager and the Approved Commercial Manager subordinating the rights of the Approved Technical Manager and the Approved Commercial Manager respectively against the Ship and the
Borrower to the rights of the Finance Parties in agreed form. 
 “Margin” means 4 per cent. per annum. 

“Market Value” means, in relation to the Ship or any other vessel: 

 

	 	(a)	 at any time prior to the occurrence of an Event of Default which is continuing, an amount determined by the
Borrower and agreed to by the Majority Lenders in writing and subsequently notified to the Facility Agent; and 


  

	 	(b)	 at any time after the occurrence of an Event of Default which is continuing, an amount determined by the
Majority Lenders and notified to the Facility Agent, 


 as being an amount equal to the market value of the Ship or vessel
shown by the average of two valuations at the cost of the Borrower each prepared: 
  

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



 

	 	(ii)	 by two Approved Valuers (one of which is appointed by the Facility Agent (acting on the instructions of the
Majority Lenders) and the other which is appointed by the Borrower and if the Borrower fails to appoint one, both of which are appointed by the Facility Agent acting on the instructions of the Majority Lenders); 



 

	 	(iii)	 with or without physical inspection of the Ship or vessel (as the Facility Agent may require, acting on the
instructions of the Majority Lenders); and 


  

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


 Provided that: 

 

	 	(A)	 If one such valuation in respect of the Ship obtained pursuant to sub-paragraph (ii) above differs by at
least 10 per cent. from the lower valuation, then a third valuation for the Ship shall be obtained from an Approved Valuer, selected by the Borrower and appointed by the Facility Agent (acting on the instructions of the Majority Lenders) and
such valuation shall be addressed to the Facility Agent and the Market Value of the Ship shall be the arithmetic average of all three such valuations; and 


  

	 	(B)	 for the purpose of determining the compliance with the financial covenants set out in Clause 20 (Financial
Covenants) the market value of a vessel owned by a member of the Group (other than the Borrower) shall be determined in accordance with the relevant provisions of the credit facility agreement financing such vessel, 



and for the avoidance of doubt, the Facility Agent shall not be required to verify that any valuation is prepared on the criteria set out in sub-paragraphs (i) to (iv) above and shall be entitled to rely on any notification referred to in sub-paragraphs (a) and (b) above. 

  
 13 













 “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 Obligor; or



  

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



 

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



“Minimum Liquidity Amount” has the meaning given to it in Clause 20.1 (Borrower’s minimum liquidity). 

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

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



 

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


  

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


 The above rules will only apply to
the last Month of any period. 
 “Mortgage” means the first priority or preferred (as applicable) ship mortgage on the Ship
and, if applicable, the deed of covenant collateral thereto, in agreed form. 
 “New Lender” has the meaning
given to it in Clause 27.1 (Assignments and transfers by the Lenders). 
 “Obligor” means the Borrower or the
Guarantor. 
 “OFAC” means the Office of Foreign Assets Control of the US Department of Treasury. 

“Operating Expenses” means the appropriately and properly incurred costs and expenses of operating the Ship including expenses
for crewing, victualling, insuring, maintenance, accrued monthly dry-docking expenses (initiating one year before the next dry-docking of the Ship and actual dry-docking costs incurred and paid by the Borrower in relation to the Ship minus the total accrued monthly dry-docking cost for the Ship and the total cost of any
intermediate or special survey incurred and paid by the Borrower for the Ship and any repairs necessary for the seaworthiness and safe operation of the Ship), spares, management, operation and voyage (if payable by the Borrower) of the Ship. 

“Original Financial Statements” means: 
  

	 	(a)	 in relation to the Guarantor, the audited consolidated financial statements of the Group for its financial year
ended 31 December 2016; and 


  

	 	(b)	 in relation to the Borrower, its unaudited financial statements for its financial year ended 31 December 2016.




  
 14 













 “Original Jurisdiction” means, in relation to an Obligor, the jurisdiction
under whose laws that Obligor is incorporated as at the date of this Agreement. 
 “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 30.2 (Parallel Debt (Covenant to pay the Security Agent)) or under that clause as incorporated by reference or in full in any other Finance Document. 

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in
accordance with legislation of the European Union relating to Economic and Monetary Union. 
 “Party” means a party to this
Agreement. 
 “PATRIOT Act” means the United States Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Improvement and Reauthorization Act of 2005 (H.R. 3199). 
 “Permitted Charter”
means a Charter: 
  

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



 

	 	(b)	 the duration of which does not exceed and is not capable of exceeding, by virtue of any optional extensions, 12
months plus a redelivery allowance of not more than 30 days; 


  

	 	(c)	 which is entered into on bona fide arm’s length terms at the time at which the 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)	 until (and including) the Utilisation Date, the Existing Indebtedness; and 



 

	 	(c)	 any Financial Indebtedness that is subordinated to all Financial Indebtedness incurred under the Finance
Documents pursuant to the Subordination Agreement or otherwise and which is, in the case of any such Financial Indebtedness of the Borrower, the subject of Subordinated Debt Security. 



“Permitted Security” means: 
  

	 	(a)	 until the Utilisation Date, any Security created securing the Existing Indebtedness; 



 

	 	(b)	 Security created by the Finance Documents; 



 

	 	(c)	 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; 


  

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



  
 15 














	 	(e)	 liens for salvage; 


  

	 	(f)	 liens for master’s disbursements incurred in the ordinary course of trading; and 



 

	 	(g)	 any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or
maintenance of the Ship and not as a result of any default or omission by the Borrower and subject, in the case of liens for repair or maintenance, to Clause 23.15 (Restrictions on chartering, appointment of managers etc.).



 “Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA that is
subject to Title IV of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed to by any Obligor or any of their respective ERISA Affiliates. 

“Potential Event of Default” means any event or circumstance specified in Clause 26 (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 imposed. 
 “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 Security
Assets. 
 “Reference Bank Quotation” means any quotation supplied to the Facility Agent by a Reference Bank. 

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

	 	(a)	 if: 


  

	 	(i)	 the Reference Bank is a contributor to the Screen Rate; and 



 

	 	(ii)	 it consists of a single figure, 



as the rate (applied to the relevant Reference Bank and the relevant currency and period) which contributors to the Screen Rate are asked to
submit to the relevant administrator; or 
  

	 	(b)	 in any other case, as the rate at which the relevant Reference Bank could fund itself in dollars for the
relevant period with reference to the unsecured wholesale funding market. 


 “Reference Banks” means any
banks or other entities as may be appointed by the Facility Agent in consultation with the Borrower. 

  
 16 













 “Refinancing Date” means, in relation to any Existing Group Facility
Agreement, the date on which that Existing Group Facility Agreement is refinanced by the creditor(s) under the relevant Group Facility Agreement. 

“Refinancing Period” means the period commencing on the date of this Agreement and ending on the earlier of (i) 31 August 2017
(or such later date agreed by the Facility Agent acting on the instructions of the Majority Lenders) and (ii) on the occurrence of a Termination Event. 

“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 Original Jurisdiction; 



 

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


  

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



 

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



 “Relevant Period” means the period commencing on the date of this Agreement and ending on 31 December
2019. 
 “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 18 (Representations) except Clause
18.10 (Insolvency), Clause 18.11 (No filing or stamp taxes) and Clause 18.12 (Deduction of Tax) and Clause 18.26 (Financial Indebtedness) 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: 
  

	 	(a)	 any expropriation, confiscation, requisition (excluding a requisition for hire or use which does not involve a
requisition for title) or acquisition of the Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected (whether de jure or de facto) by any
government or official authority or by any person or persons claiming to be or to represent a government or official authority unless it is within 30 days redelivered to the full control of the Borrower (or any other period as the Facility Agent
(acting on the instructions of the Majority Lenders) may accept in writing); and 



  
 17 














	 	(b)	 any capture or seizure of the Ship (including any hijacking or theft) by any person whatsoever, unless it is
within 45 days redelivered to the full control of the Borrower (or any other period the Facility Agent may (acting on the instructions of the Majority Lenders) accept in writing). 



“Requisition Compensation” includes all compensation or other moneys payable to the Borrower by reason of any Requisition or
any arrest or detention of the Ship in the exercise or purported exercise of any lien or claim. 
 “Resolution Authority”
means any body which has authority to exercise any Write-down and Conversion Powers. 
 “Safety Management Certificate”
has the meaning given to it in the ISM Code. 
 “Safety Management System” has the meaning given to it in the ISM Code.

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

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


  

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



“Screen Rate” means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other
person which takes over the administration of that rate) for dollars for the relevant period displayed (before any correction, recalculation or republication by the administrator) on the Bloomberg BBAM (or any replacement Bloomberg 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 Bloomberg. If such page or service ceases to be available, the Facility Agent may (acting on the instructions of
the Majority Lenders) specify another page or service displaying the relevant rate after consultation with the Borrower. 
 “Secured
Liabilities” means all present and future obligations and liabilities, (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Transaction Obligor to any Secured Party under or in
connection with each Finance Document. 
 “Secured Party” means each Finance Party from time to time party to this
Agreement, a Receiver or any Delegate. 
 “Security” means a mortgage, pledge, lien, charge, assignment, hypothecation or
security interest or any other agreement or arrangement having the effect of conferring security. 
 “Security Assets” means
those assets of the Transaction Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security. 

“Security Document” means: 
  

	 	(a)	 any Shares Security; 



 

	 	(b)	 the Mortgage; 



  
 18 














	 	(c)	 the General Assignment; 



 

	 	(d)	 any Charter Assignment; 



 

	 	(e)	 the Account Security; 



 

	 	(f)	 any Manager’s Undertaking; 



 

	 	(g)	 any Subordinated Debt Security; 



 

	 	(h)	 any other document (whether or not it creates Security) which is executed as security for the Secured
Liabilities; or 


  

	 	(i)	 any other document designated as such by the Facility Agent (acting on the instructions of the Majority
Lenders) and the Borrower. 


 “Security Period” means the period starting on the date of this Agreement
and ending on the date on which the Facility Agent is satisfied (acting on the instructions of the Majority Lenders) 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. 


 “Servicing Party” means the
Facility Agent or the Security Agent. 
 “Shareholders” means, together: 

 

	 	(a)	 KEP VI (Newco Marine), Ltd, a company incorporated in the Cayman Islands; 



 

	 	(b)	 KIA VIII (Newco Marine), Ltd, a company incorporated in the Cayman Islands; 



 

	 	(c)	 MAAS Capital Investments B.V., a company incorporate in the Netherlands; and 



 

	 	(d)	 Management Investor Co, a corporation incorporated in the Marshall Islands. 



  
 19 













 “Shares Security” means a document creating Security over the LLC Shares in
the Borrower in agreed form. 
 “Ship” means the 2011-built Post-Panamax container carrier type of vessel of 6,572 TEU,
having IMO Number 9349605 and registered in the name of the Borrower under the Approved Flag with the name “AGIOS DIMITRIOS”. 

“Shortfall Amount” means the positive amount (if any) which when aggregated with the excess Earnings applied towards
prepayment of part of the Loan during the period commencing on 1 January 2019 and ending on 31 December 2019 pursuant to Clause 7.3 (Voluntary prepayment of Loan) and/or Clause 7.7 (Excess Cash Flow) is equal to $400,000. 

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

“Subordinated Creditor” means: 
  

	 	(a)	 an Obligor; or 


  

	 	(b)	 K&T Marine; or 


  

	 	(c)	 any other person who becomes a Subordinated Creditor in accordance with this Agreement. 



“Subordinated Debt Security” means a Security over Subordinated Liabilities granted or to be granted by a Subordinated
Creditor in favour of the Security Agent in an agreed form. 
 “Subordinated Finance Document” means: 

 

	 	(a)	 a Subordinated Loan Agreement; and 



 

	 	(b)	 any other document relating to or evidencing Subordinated Liabilities. 



“Subordinated Liabilities” means all indebtedness owed or expressed to be owed by the Borrower to the Subordinated Creditor
whether under the Subordinated Finance Documents or otherwise. 
 “Subordinated Loan Agreement” means: 

 

	 	(a)	 a loan agreement to be made between (i) the Borrower and (ii) a Subordinated Creditor; or



  

	 	(b)	 the K&T Loan Agreement. 



“Subordination Agreement” means a subordination agreement entered into or to be entered into by Subordinated Creditor and the
Security Agent in agreed form. 
 “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). 

  
 20 













 “Technical Management Agreement” means the agreement entered into between
the Borrower and the Approved Technical Manager regarding the technical management of the Ship. 
 “Termination Date” means
31 December 2020. 
 “Termination Event” means any of the following events or circumstances: 

 

	 	(a)	 any corporate action, legal proceedings or other procedure or step is taken in relation to:



  

	 	(i)	 winding-up, dissolution, administration or reorganisation (by way of
voluntary arrangement, scheme of arrangement or otherwise) of any borrower or other party providing security under any Group Facility Agreement; or 


  

	 	(ii)	 the enforcement of any security interest over any assets of any borrower or any other party providing security
under any Group Facility Agreement; or 


  

	 	(iii)	 any analogous procedure or step is taken in any jurisdiction; or 



 

	 	(b)	 any arrest or detention of any Existing Fleet Vessel securing the indebtedness under any Group Facility
Agreement or any exercise or purported exercise of any lien on any such Existing Fleet Vessel or any requisition of any such Existing Fleet Vessel, in each case by any creditor(s) under that Group Facility Agreement. 



“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 $19,500,000 at the date of this Agreement. 

“Total Loss” means: 
  

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



 

	 	(b)	 any Requisition of the Ship unless the Ship is returned to the full control of the Borrower within 30 days of
such Requisition (or such later period agreed by the Facility Agent acting with the authorisation of the Majority Lenders). 



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

 

	 	(a)	 in the case of an actual loss of the Ship, the date on which it occurred or, as notified to the Facility Agent
by an Obligor, or if that is unknown, the date when the Ship was last heard of; 


  

	 	(b)	 in the case of a constructive, compromised, agreed or arranged total loss of the 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 Borrower with the Ship’s
insurers in which the insurers agree to treat the 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
Majority Lenders that the event constituting the total loss occurred. 



  
 21 













 “Transaction Document” means: 

 

	 	(a)	 a Finance Document; or 



 

	 	(b)	 any other document designated as such by the Facility Agent (acting on the instructions of the Majority
Lenders) and the Borrower. 


 “Transaction Obligor” means an Obligor, any Approved Manager or any other
person who executes a Transaction Document (other than a Finance Party, any Charterer, K&T Marine and any Affiliate of the Guarantor which is a Subordinated Creditor). 

“Transaction Security” means the Security created or evidenced or expressed to be created or evidenced under the Security
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 parties to such transfer certificate. 

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

 

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



  

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



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

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

“US” means the United States of America. 

“US Tax Obligor” means: 
  

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



 

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


 “Utilisation” means the utilisation of the Facility. 

“Utilisation Date” means the date of the Utilisation, being the date on which the Loan is to be advanced. 

“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. 



  
 22 













 “Write-down and Conversion Powers” means: 

 

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


  

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



  

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



  

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



  

	1.2	 Construction 


  


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



 

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



 

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



  

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


  

	 	(iv)	 “document” includes a deed and also a letter, 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”, a “Security Document” or “Transaction
Document” or any other agreement or instrument is a reference to that Finance Document, Security Document or Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated;



  

	 	(vii)	 a “group of Lenders” includes all the Lenders; 



 

	 	(viii)	 “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; 


  

	 	(ix)	 “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 States of America, the United Nations or its Security Council; 



  
 23 














	 	(x)	 “proceedings” means, in relation to any enforcement prov1s1on of a Finance Document,
proceedings of any kind, including an application for a provisional or protective measure; 


  

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


  

	 	(xii)	 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; 



 

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


  

	 	(xiv)	 a time of day is a reference to New York time unless specified to the contrary; 



 

	 	(xv)	 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; 



 

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



 

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


  

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


  


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


  

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


  

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


  

	1.3	 Construction of insurance terms 



In this Agreement: 

“approved” means, for the purposes of Clause 22 (Insurance Undertakings), approved in writing by the Facility Agent
(acting on the instructions of the Majority Lenders). 
 “excess risks” means the proportion of claims for general average,
salvage and salvage charges not recoverable under the hull and machinery policies in respect of the Ship in consequence of its insured value being less than the value at which the Ship is assessed for the purpose of such claims. 

“obligatory insurances” means all insurances effected, or which the Borrower is obliged to effect, under Clause 22
(Insurance Undertakings) or any other provision of this Agreement or of another Finance Document. 

  
 24 













 “policy” includes a slip, cover note, certificate of entry or other
document evidencing the contract of insurance or its terms. 
 “protection and indemnity risks” means the usual risks
covered by a protection and indemnity association managed in London, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery
policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02) (1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/10/83) (1/11/95) or the Institute Amended Running Down Clause (1/10/71) or any
equivalent provision. 
 “war risks” includes the risk of mines and all risks excluded by clause 29 of the International
Hull Clauses (1/11/02 or 1/11/03), clause 24 of the Institute Time Clauses (Hulls) (1/11/95) or clause 23 of the Institute Time Clauses (Hulls)(1/10/83). 
  

	1.4	 Agreed forms of Finance Documents 



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

 

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


  

	(b)	 in any other form agreed in writing between the Borrower and the Facility Agent acting with the authorisation
of the Majority Lenders or, where Clause 42.2 (All Lender matters) applies, all the Lenders. 


  

	1.5	 Third party rights 



 

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


  


	(b)	 Subject to Clause 42.3 (Other exceptions) but otherwise notwithstanding any term of any Finance
Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time. 


  

	(c)	 Any Receiver, Delegate, Affiliate or for the purpose of Clause 14.2 (Other indemnities), Clause 14.4
(Indemnity to the Facility Agent) and Clause 14.5 (Indemnity to the Security Agent), any Indemnified Person, or any other person described in paragraph (b) of Clause 29.10 (Exclusion of liability), paragraph (b) of
Clause 30.11 (Exclusion of liability), Clause 29.21 (Role of Reference Banks) or Clause 29.22 (Third Party Reference Banks) may, subject to this Clause 1.5 (Third party rights) and the Third Parties Act, rely on any
Clause of this Agreement which expressly confers rights on it. 



  
 25 













 SECTION 2 

THE FACILITY 
  

	2	 THE FACILITY 


  


	2.1	 The Facility 



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

	2.2	 Finance Parties’ rights and obligations 



 

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



  

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



 

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


  

	2.3	 Borrower’s Agent 



 

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


  

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


  

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


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

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

  
 26 














	3	 PURPOSE 


  

	3.1	 Purpose 



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

	4.2	 Further conditions precedent 



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

 

	(a)	 on the date of the Utilisation Request and on the proposed Utilisation Date and before the Loan is advanced:



  

	 	(i)	 no Default (excluding, up to (and including) the relevant Refinancing Date, any Default having occurred and
being continuing in connection with and under any of the Existing Group Facility Agreements) is continuing or would result from the proposed Loan; and 


  

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



 

	(b)	 the Facility Agent has received on or before the Utilisation Date, or the Majority Lenders are satisfied they
will receive when the Loan 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 (acting on the instructions of the Majority
Lenders). 


  

	4.3	 Notification of satisfaction of conditions precedent 



 

	(a)	 The Facility Agent shall promptly send to the Lenders all of the conditions precedent referred to in Clause 4.1
(Initial conditions precedent) and Clause 4.2 (Further conditions precedent) which it has received. 


  

	(b)	 Each Lender shall promptly confirm to the Facility Agent in writing that it is 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). 


  

	(c)	 The Facility Agent shall notify the Borrowers and the Lenders promptly upon receipt of those confirmations
referred to in paragraph (b) above from all of the Lenders. 


  

	(d)	 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 (c) 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. 



  
 27 














	4.4	 Waiver of conditions precedent 



If the Majority Lenders, at their discretion, permit the Loan 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 Borrower shall ensure that that condition is satisfied within five Business Days after the Utilisation Date or such later date as
the Facility Agent, acting with the authorisation of the Majority Lenders, may agree in writing with the Borrower. 

  
 28 













 SECTION 3 

UTILISATION 
  

	5	 UTILISATION 


  

	5.1	 Delivery of Utilisation Request 



 

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


  

	(b)	 The Borrower may not deliver more than one Utilisation Request. 



 

	5.2	 Completion of Utilisation Request 



 

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



  

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



 

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



  

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



 

	(b)	 Only one advance may be requested in the Utilisation Request. 



 

	5.3	 Currency and amount 



 

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



 

	(b)	 The amount of the Loan must be an amount which is not more $19,500,000. 



 

	5.4	 Lenders’ participation 



 

	(a)	 If the conditions set out in this Agreement have been met or, as the case may be, waived,, each Lender shall
make its participation in the Loan available by the Utilisation Date through its Facility Office. 


  

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


  

	(c)	 Subject to receiving a Utilisation Request, the Facility Agent shall notify each Lender of the amount of the
Loan and the amount of its participation in the Loan by the Specified Time. 


  

	5.5	 Cancellation of Commitments 



The Commitments which are unutilised at the end of the Availability Period shall then be cancelled. 

 

	5.6	 Retentions and payment to third parties 



The Borrower irrevocably authorises the Facility Agent, to pay on the Utilisation Date to, or for the account of, the Borrower the amounts
which the Facility Agent receives from the Lenders in respect of the Loan. That payment shall be made: 
  

	(a)	 to the account which the Borrower specifies in the Utilisation Request; and 



  
 29 














	(b)	 in like funds as the Facility Agent received from the Lenders in respect of the Loan. 



 

	5.7	 Disbursement of Loan to third party 



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

 

	5.8	 Prepositioning of funds 



If, in respect of the Utilisation of the Loan, the Facility Agent (acting on the instructions of the Lenders), at the request of the Borrower
and on terms acceptable to all the Lenders and the Borrower, prepositions funds with any bank: 
  

	(a)	 the Lenders shall, prior to any such pre-positioning of funds, provide
an instruction letter to the Facility Agent in form and substance acceptable to the Facility Agent; and 


  

	(b)	 the Borrower and the Guarantor: 



 

	 	(i)	 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 the Loan after the Utilisation Date in respect of it or, if the Utilisation
Date does not occur, within three Business Days of demand by the Facility Agent (acting on the instructions of the Lenders); and 


  

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



  
 30 













 SECTION 4 

REPAYMENT, PREPAYMENT AND CANCELLATION 
  

	6	 REPAYMENT 


  

	6.1	 Repayment of Loan 



 

	(a)	 The Borrower shall repay the Loan by: 



 

	 	(i)	 4 equal consecutive quarterly instalments, each in the amount of $650,000 (the “Instalments”
and each an “Instalment”); and 


  

	 	(ii)	 a balloon instalment in the amount of $16,900,000 (the “Balloon Instalment” and together with
the Instalments, the “Repayment Instalments” and each a “Repayment Instalment”). 


  

	(b)	 The first Instalment shall be repaid on 31 March 2020, each subsequent Instalment shall be repaid at quarterly
intervals thereafter and the last Instalment, together with the Balloon Instalment, shall be repaid on the Termination Date. 


  

	6.2	 Effect of cancellation and prepayment on scheduled repayments 



 

	(a)	 If the Borrower cancels the whole or any part of any Available Commitment in accordance with Clause 7.5
(Right of repayment and cancellation in relation to a single Lender) or if the Available Commitment of any Lender is cancelled under Clause 7.1 (Illegality) then the Repayment Instalments falling after that cancellation will be reduced
pro rata by the amount of the Available Commitments so cancelled. 


  

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


  

	(c)	 If any part of the Loan is prepaid in accordance with Clause 7.3 (Voluntary prepayment of Loan) then the
amount of the Repayment Instalments for each Repayment Date falling after that repayment or prepayment will be reduced in inverse chronological order by the amount of the Loan repaid or prepaid. 



 

	6.3	 Termination Date 



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

	6.4	 Reborrowing 



The Borrower may not reborrow any part of the Facility which is repaid. 

 

	7	 PREPAYMENT AND CANCELLATION 



 

	7.1	 Illegality 



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

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



  
 31 














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


  

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


  

	7.2	 Change of control 



 

	(a)	 If the Shareholders cease to control directly or indirectly the Guarantor: 



 

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



  

	 	(ii)	 if the Majority Lenders so require, the Facility Agent shall (acting on the instructions of the Majority
Lenders), by not less than 7 days’ notice to the Borrower, 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 the Loan and all such outstanding interest and other 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, all of the votes that might be cast at a general meeting of the Guarantor; or



  

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



  

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


  

	 	(ii)	 the holding beneficially of all of the issued share capital of the 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). 


  

	7.3	 Voluntary prepayment of Loan 



 

	(a)	 Subject to paragraph (b) below, the Borrower may, if it gives the Facility Agent not less than 5 Business
Days’ (or such shorter period as the Majority Lenders and the Facility Agent may agree) prior written 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
$250,000 or a multiple of that amount). 


  

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


  

	7.4	 Mandatory prepayment on sale or Total Loss 



If the Ship is sold or becomes a Total Loss, the Borrower shall repay the Loan together with accrued interest, and all other amounts accrued
under the Finance Documents. Such repayment shall be made: 
  

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



  
 32 














	(b)	 in the case of a Total Loss, on the earlier of (i) the date falling 90 days after the Total Loss Date and
(ii) the date of receipt by the Security Agent of the proceeds of insurance relating to such Total Loss. 


  

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



 

	(a)	 If: 


  

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



 

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


  

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



 the Borrower may: 
  

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


  

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


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

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


  

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



 

	7.6	 Restrictions 


  


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


  

	(b)	 Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and,
subject to any Break Costs, without premium or penalty. 


  

	(c)	 The Borrower may not reborrow any part of the Facility which is prepaid. 



 

	(d)	 The Borrower shall not 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. 



  
 33 














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



  

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


  

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



 

	7.7	 Excess Cash Flow 



If on an Excess Cash Flow Date, the aggregate of the daily Earnings (for the avoidance of doubt, excluding the Minimum Liquidity Amount held in
the Earnings Account and any commission and brokerage fees not otherwise included in the Operating Expenses) for the Cash Sweep Period ending on such Excess Cash Flow Date exceeds the aggregate of: 

 

	(a)	 the aggregate of the Operating Expenses in respect of the Ship, for the Cash Sweep Period ending on such Excess
Cash Flow Date; and 


  

	(b)	 the sums incurred by the Borrower in respect of the payment of principal of, and accrued interest on, the Loan
and any accrued costs and expenses pursuant to this Agreement, during the Cash Sweep Period ending on such Excess Cash Flow Date, 



the Borrower shall pay such excess amount (the “Excess Cash Flow”), as evidenced in the Excess Cash Flow Notice relating to
such Excess Cash Flow Date, to the Facility Agent, on the next Interest Payment Date falling due after receipt of such relevant Excess Cash Flow Notice, such Excess Cash Flow to be applied in prepayment of the then outstanding Repayment Instalments
(including the Balloon Instalment) in inverse order of maturity. 
 This Clause shall only be applicable for the duration of the Excess Cash
Flow Period. 
 In this Clause 7.7 (Excess Cash Flow): 

“Cash Sweep Period” means each three-month period commencing on 1 January, 1 April, 1 July and 1 October in each financial
year of the Borrower. 
 “Excess Cash Flow Date” means the last day of each Cash Sweep Period; and 

“Excess Cash Flow Notice” means a certificate to be provided by the Borrower to the Facility Agent pursuant to Clause 19.2
(Financial statements) within 45 days from each Excess Cash Flow Date evidencing the Excess Cash Flow available on such date. 

“Excess Cash Flow Period” means the period commencing on the Utilisation Date and ending on the Cash Sweep End Date. 

 

	7.8	 Additional mandatory prepayment event 



If (a) the Cash Sweep End Date has not occurred on or prior to 31 December 2019 and (b) the aggregate of the excess Earnings applied in
prepayment of the Loan pursuant to Clause 7.7 (Excess Cash Flow) and/or Clause 7.3 (Voluntary prepayment of Loan) is less than $400,000 for the duration of the period commencing on 1 January 2019 until the Cash Sweep Period ending on
31 December 2019, the Guarantor shall procure that part of the shareholders’ equity (as provided in Clause 21.17 (Guarantor’s Equity Contribution)) is injected to the Borrower, and the Borrower shall be obliged to utilise such part
of the equity to prepay the Shortfall Amount to the Lenders on the next Interest Payment Date falling due after receipt of the Excess Cash Flow Notice relevant to the Cash Sweep Period ending on 31 December 2019. Such Shortfall Amount shall be
applied in or towards prepayment of the then outstanding Repayment Instalments in inverse order of maturity. 

  
 34 














	7.9	 Application of prepayments 



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

  
 35 













 SECTION 5 

COSTS OF UTILISATION 
  

	8	 INTEREST 


  

	8.1	 Calculation of interest 



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

  

	(a)	 the Margin; and 


  

	(b)	 LIBOR. 


  

	8.2	 Payment of interest 



 

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


  

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


  

	8.3	 Default interest 



 

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



  

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


  

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


  

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


  

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


  

	8.4	 Notification of rates of interest 



 

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


  

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



  
 36 














	9	 INTEREST PERIODS 



 

	9.1	 Commencement of Interest Periods 



The first Interest Period for the Loan shall start on the Utilisation Date and end on the last day of the current calendar quarter and each
subsequent Interest Period shall start on the last day of the preceding Interest Period. 
  

	9.2	 Duration of normal Interest Periods 



Each Interest Period (other than the first Interest Period, whose duration shall be determined in accordance with Clause 9.1 (Commencement
of Interest Periods)) shall be: 
  

	(a)	 3 months; or 


  

	(b)	 such other period as the Facility Agent may, with the authorisation of all the Lenders, agree with the
Borrower. 


  

	9.3	 Duration of Interest Period for Repayment Instalments 



In respect of the Repayment Instalments payable pursuant to Clause 6.1 (Repayment of Loan), an Interest Period shall end on the
Repayment Date of any such Repayment Instalment. 
  

	9.4	 Non-Business Days 



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

	10	 CHANGES TO THE CALCULATION OF INTEREST 



 

	10.1	 Unavailability of Screen Rate 



 

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



 

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



 

	 	(i)	 dollars; or 


  

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


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

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



  

	10.2	 Calculation of Reference Bank Rate 



 

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



  
 37 














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


  

	10.3	 Market disruption 



If before close of business in London on the Quotation Day for the relevant Interest Period the Facility Agent receives notification from a
Lender or Lenders (whose participations in the Loan or the relevant part of the Loan exceed 10 per cent. of the Loan or the relevant part of the Loan as appropriate) (the “Relevant Lender”) that the cost to it of funding
its participation in the Loan or that part of the Loan from whatever source it may reasonably select would be in excess of LIBOR then Clause 10.4 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for the
relevant Interest Period. 
  

	10.4	 Cost of funds 



 

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


  

	 	(i)	 the Margin; and 


  

	 	(ii)	 the weighted average of the rates notified to the Facility Agent by each 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 the relevant Lender of funding its participation in the Loan or that part of the Loan from whatever
source it may reasonably select. 


  

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


  

	(c)	 Subject to Clause 42.4 (Replacement of Screen Rate), any substitute or alternative basis agreed pursuant
to paragraph (ii) above shall, with the prior consent of all the Lenders, the Facility Agent and the Borrower, be binding on all Parties. 


  

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


  

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



  

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



 

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


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

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



  
 38 














	10.5	 Break Costs 


  

	(a)	 The Borrower 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 the Borrower on a day other than the last day of an Interest Period for the Loan, the relevant part of the Loan or that Unpaid Sum. 



 

	(b)	 Each Lender shall, provide a certificate confirming the amount of its Break Costs for any Interest Period in
which they accrue. 


  

	11	 FEES 


  

	11.1	 Servicing Parties fee 



The Borrower shall pay to each of the Facility Agent and the Security Agent (for its own account) an agency fee in the amount and at the times
agreed in a Fee Letter. 
  

	11.2	 Upfront fee 



The Borrower shall pay to the Facility Agent a non-refundable upfront fee (for the account of the
Lenders pro-rata to their Commitments) in the amount $292,500 (representing 1.5 per cent. of the Total Commitments) on the date of this Agreement. 

 

	11.3	 Additional fee 



The Borrower shall pay to the Facility Agent a non-refundable additional fee in the amount of
$5,000,000 (the “Additional Fee”) on the earlier of the date (the “Fee Payment Date”) on which (i) the Loan is prepaid or repaid in full (including but not limited to any mandatory
prepayments made pursuant to Clauses 7.2 (Change of control) and 7.4 (Mandatory prepayment on sale or Total Loss) and (ii) the Facility Agent (acting on the instructions of the Majority Lenders) takes any action as a result of the
occurrence of an Event of Default which is continuing and a notice is served under Clause 26.18 (Acceleration). 

  
 39 













 SECTION 6 

ADDITIONAL PAYMENT OBLIGATIONS 
  

	12	 TAX GROSS UP AND INDEMNITIES 



 

	12.1	 Definitions 


  

	(a)	 In this Agreement: 



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

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

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than
a FATCA Deduction. 
 “Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under
Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity). 
  

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


  


	12.2	 Tax gross-up 



 

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


  

	(b)	 The Borrower 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 Borrower 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. 


  

	12.3	 Tax indemnity 



 

	(a)	 The Obligors shall (within three Business Days of demand by the Facility Agent acting on the instructions of a
Protected Party or claiming on its own behalf) pay to a Protected Party an 



  
 40 














	 	
amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect
of a Finance Document. 

  

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



 

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



 

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


  

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


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

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



 

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


  

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



 

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


  

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


  

	12.4	 Tax Credit 



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

 

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


  

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



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

	12.6	 VAT 


  

	(a)	 All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or
in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply




  
 41 














	 	
made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party
(in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). 


 

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



 

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



 

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


  

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


  

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



  

	(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 



  
 42 














	 	(B)	 not a FATCA Exempt Party; and 



 

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


  

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


  

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



 

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



 

	 	(i)	 any law or regulation; 



 

	 	(ii)	 any fiduciary duty; or 



 

	 	(iii)	 any duty of confidentiality. 



 

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



  

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


  

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


  

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


  

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



 supply to the Facility Agent: 
  

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


  

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


  

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



  
 43 














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


  

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



  

	12.8	 FATCA Deduction 



 

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



 

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



  

	13	 INCREASED COSTS 



 

	13.1	 Increased costs 



 

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



  

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


  

	 	(ii)	 compliance with any law or regulation made, 



in each case after the date of this Agreement; or 
  

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


  

	(b)	 In this Agreement: 


  

	 	(i)	 “Basel lll” 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 



  
 44 














	 	(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. 
 Notwithstanding anything above to the
contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and all requests, rules, guidelines and directives promulgated thereunder, are deemed to have been introduced or adopted after the date of this Agreement, regardless of the
date enacted or adopted. 
  

	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 Borrower. 


  

	(b)	 Each Finance Party shall provide a certificate confirming the amount of its Increased Costs.



  

	13.3	 Exceptions 



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

 

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



 

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



 

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


  

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




  
 45 














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



  

	14	 OTHER INDEMNITIES 



 

	14.1	 Currency indemnity 



 

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


  

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



 

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



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

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


  

	14.2	 Other indemnities 



 

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


  

	 	(i)	 the occurrence of any Event of Default; 



 

	 	(ii)	 a failure by a Transaction Obligor to pay any amount due under a Finance Document on its due date, including
without limitation, any cost, loss or liability arising as a result of Clause 32 (Sharing among the Finance Parties); 


  

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



 

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


  

	(b)	 Each Obligor shall, on demand, indemnify each Finance Party, each 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, the 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 



  
 46 














	 	(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 



The Borrower shall, on demand by the Facility Agent (on the request of a relevant Lender), 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. 

 

	14.4	 Indemnity to the Facility Agent 



Each Obligor shall, on demand, indemnify each Indemnified Person against: 

 

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



 

	 	(i)	 investigating (acting on the instructions of the Majority Lenders) any event which the Majority Lenders
reasonably believes is a Default; or 


  

	 	(ii)	 instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as
permitted under the Finance Documents or as may be required by the Majority Lenders; and 


  

	(b)	 any cost, loss or liability incurred by the Indemnified Person (otherwise than by reason of the Indemnified
Person’s gross negligence or wilful misconduct) or, in the case of any cost, loss or liability pursuant to Clause 33.11 (Disruption to Payment Systems etc.) notwithstanding the Indemnified Person’s negligence, gross
negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent in acting as Facility Agent under the Finance Documents. 



 

	14.5	 Indemnity to the Security Agent 



 

	(a)	 Each Obligor shall, on demand, indemnify each Indemnified Person against any cost, loss or liability incurred
by any of them: 


  

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



 

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




  
 47 














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


  

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



  

	 	(D)	 the exercise of any of the rights, powers, discretions, authorities and remedies vested in that Indemnified
Person by the Finance Documents or by law; 


  

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


  

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


  

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


  

	 	(ii)	 acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of
the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Indemnified Person’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 Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the
proceeds of the enforcement of the Transaction Security for all monies payable to it. 


  

	15	 MITIGATION BY THE FINANCE PARTIES 



 

	15.1	 Mitigation 


  

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



 

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


  

	15.2	 Limitation of liability 



 

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


  

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



  

	 	(i)	 a Default has occurred and is continuing; or 



 

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




  
 48 














	16	 COSTS AND EXPENSES 



 

	16.1	 Transaction expenses 



The Obligors shall, on demand, pay the Facility Agent and the Security Agent the amount of all documented costs and expenses (including legal
fees (other than the fees of the Facility Agent’s legal counsel incurred up to the date of this Agreement which the Lenders have agreed to pay on a pro rata basis)) reasonably incurred by any Secured Party in connection with the negotiation,
preparation, printing, execution, syndication and perfection of: 
  

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



  

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



 

	16.2	 Amendment costs 



If: 
  

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



 

	(b)	 an amendment is required pursuant to Clause 33.9 (Change of currency); or 



 

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


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

	16.3	 Enforcement and preservation costs 



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

  
 49 













 SECTION 7 

GUARANTEE 
  

	17	 GUARANTEE AND INDEMNITY 



 

	17.1	 Guarantee and indemnity 



The Guarantor irrevocably and unconditionally: 
  

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


  

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



 

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


  

	17.2	 Continuing guarantee 



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

	17.3	 Reinstatement 



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

 

	17.4	 Waiver of defences 



The obligations of the Guarantor under this Clause 17 (Guarantee and Indemnity) 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) or in respect of
any Transaction Security (without limitation and whether or not known to it or any Secured Party) including: 
  

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



  

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



  
 50 














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



 

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


  

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


  

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


  

	(g)	 any insolvency or similar proceedings. 



 

	17.5	 Immediate recourse 



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

	17.6	 Appropriations 



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

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


  

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


  

	17.7	 Deferral of Guarantor’s rights 



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

	(a)	 to be indemnified by a Transaction Obligor; 



  
 51 














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


  

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



 

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


  


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


  

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



 If the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit,
payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Secured Parties by the Transaction Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Secured
Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct (acting on the instructions of the Majority Lenders) for application in accordance with Clause 33 (Payment Mechanics). 

 

	17.8	 Additional security 



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

	17.9	 Applicability of provisions of Guarantee to other Security 



Clauses 17.2 (Continuing guarantee), 17.3 (Reinstatement), 17.4 (Waiver of defences), 17.5 (Immediate recourse),
17.6 (Appropriations), 17.7 (Deferral of Guarantor’s rights) and 17.8 (Additional security) shall apply, with any necessary modifications, to any Security which the 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. 

  
 52 













 SECTION 8 

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT 
  

	18	 REPRESENTATIONS 



 

	18.1	 General 



Each Obligor makes the representations and warranties set out in this Clause 18 (Representations) to each Finance Party on the date of
this Agreement. 
  

	18.2	 Status 


  

	(a)	 It is a limited liability company, duly formed and validly existing in good standing under the law of its
Original Jurisdiction. 


  

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



 

	18.3	 LLC Shares and ownership 



 

	(a)	 In the case of the Borrower, its limited liability company interest is unitized into a maximum of 500 LLC
Shares, all of which have been issued to the Guarantor. 


  

	(b)	 In the case of the Guarantor, its limited liability company interest is unitized and no limitation on the
number of units is established within its limited liability company agreement. The legal title to and beneficial interest in the limited liability company interests in the Borrower is held free of any Security other than Permitted Security or any
other claim by the Guarantor. 


  

	(c)	 Its ultimate beneficial ownership and control is maintained by those person(s) advised to the Facility Agent in
writing prior to the date of this Agreement. 


  

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


  

	18.4	 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, subject to the
Legal Reservations which may be applicable at any relevant time, and enforceable obligations. 
  

	18.5	 Validity, effectiveness and ranking of Security 



 

	(a)	 Each Finance Document to which it is a party does now or, as the case may be, will upon execution and delivery
create the Security it purports to create over any assets to which such Security, by its terms, relates, and such Security will, subject to the Legal Reservations which may be applicable at any relevant time, 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 save for any security mandatorily
preferred by law. 


  

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



  
 53 














	18.6	 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 Obligor; or 



 

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


  

	18.7	 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 the Borrower, its registration of the Ship under the Approved Flag. 



 

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


  

	18.8	 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. 

 

	18.9	 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. 


  

	18.10	 Insolvency 



No: 
  

	(a)	 corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 26.8
(Insolvency proceedings); or 


  

	(b)	 creditors’ process described in Clause 26.9 (Creditors’ process or Ship arrest),




  
 54 













 
has been taken or, to its knowledge, threatened in relation to a Transaction Obligor (other than an Approved Manager); and none of the circumstances described in Clause 26.7 (Insolvency)
applies to a Transaction Obligor (other than an Approved Manager). 
  

	18.11	 No filing or stamp taxes 



Under the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents to which it is a party be registered, filed,
recorded, notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions
contemplated by those Finance Documents except registration of the Mortgage at the Approved Flag’s Ships Registry which registration filings and fees will be made and paid promptly after the date of Mortgage. 

 

	18.12	 Deduction of Tax 



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

 

	18.13	 No default 


  

	(a)	 No Event of Default and, on the date of this Agreement and on the Utilisation Date, no Default is continuing or
might reasonably be expected to result from the making of the Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document (excluding, for the duration of the Refinancing Period, any Events of
Default or any Default having occurred and continuing in connection with any of the Group Facility Agreements). 


  

	(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. 


  

	18.14	 No misleading information 



 

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


  

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


  

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


  

	18.15	 Financial Statements 



 

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



  

	(b)	 Its Original Financial Statements fairly present its financial condition as at the end of the relevant
financial year and results of operations during the relevant financial year (consolidated in the case of the Guarantor). 


  

	(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 since 31 December 2016. 



  
 55 














	(d)	 Its most recent financial statements delivered pursuant to Clause 19.2 (Financial statements):



  

	 	(i)	 have been prepared in accordance with Clause 19.4 (Requirements as to financial statements); and



  

	 	(ii)	 fairly present its financial condition as at the end of the relevant financial year and operations during the
relevant financial year (consolidated in the case of the Guarantor). 


  

	(e)	 Since the date of the most recent financial statements delivered pursuant to Clause 19.2 (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). 



 

	18.16	 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. 
  

	18.17	 No proceedings pending or threatened 



 

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


  

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



  

	18.18	 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. 



 

	18.19	 No breach of laws 



 

	(a)	 It has not breached any law or regulation which breach has a Material Adverse Effect. 



 

	(b)	 No Transaction Obligor is in violation of and nor shall it violate any of the country or list based economic
and trade sanctions administered and enforced by OFAC that are described or referenced at http://ustreas.gov/offices/enforcement/ofac or as otherwise published from time to time, in each case, as applicable to it. 



  
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	18.20	 No Charter 



Except as disclosed by the Borrower to the Facility Agent in writing on or before the date of this Agreement, the Ship is not subject to any
Charter other than a Permitted Charter. 
  

	18.21	 Compliance with Environmental Laws 



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

	18.22	 No Environmental Claim 



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

 

	18.23	 No Environmental Incident 



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

 

	18.24	 ISM and ISPS Code compliance 



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

	18.25	 Taxes paid 


  

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


  

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


  

	18.26	 Financial lndebtedness 



 

	(a)	 The Borrower has no Financial Indebtedness outstanding other than Permitted Financial Indebtedness incurred in
the ordinary course of its business of trading, chartering and operating the Ship. 


  

	(b)	 The Guarantor has no Financial Indebtedness outstanding other than Permitted Financial Indebtedness and any
Financial Indebtedness incurred in the ordinary course of its business (including, without limitation, any guarantees the Guarantor has issued or may issue at any time securing the obligations of any of its present or future Subsidiaries and any
other guarantee having been previously granted by the Guarantor as at the date of this Agreement and disclosed to the Lenders). 


  

	18.27	 Overseas companies 



No Transaction 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. 
  

	18.28	 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. 

  
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	18.29	 Ownership 


  

	(a)	 Subject to paragraph (e) below, the Borrower is the sole legal and beneficial owner of all rights and
interests which any charter creates in favour of the Borrower. 


  

	(b)	 Subject to paragraph (e) below, the Borrower is the sole legal and beneficial owner of the Ship, the
Earnings and the Insurances. 


  

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



 

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


  

	(e)	 Until (and including) the Utilisation Date the application of paragraphs (a) to (d) above is subject to
any rights granted by the Transaction Obligors securing obligations under the Existing Facility Agreements. 


  

	18.30	 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 Greece (other than the Guarantor) and it has no “establishment” (as that term is used in Article
2(h) of the Regulation) in any other jurisdiction. 
  

	18.31	 Place of business 



No Transaction Obligor has a place of business in any country other than Greece or, in respect of the Guarantor, the United States of America.

  

	18.32	 No employee or pension arrangements 



No Transaction Obligor (other than an Approved Manager) has any employees or any liabilities under any pension scheme. 

 

	18.33	 Sanctions 


  

	(a)	 No Transaction Obligor: 



 

	 	(i)	 is a Prohibited Person; 



 

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


  

	 	(iii)	 owns or controls a Prohibited Person; or 



 

	 	(iv)	 has, to the best of its knowledge, a Prohibited Person serving as a director, officer or employee.



  

	(b)	 No proceeds of 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. 



  
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	18.34	 US Tax Obligor 



No Transaction Obligor is a US Tax Obligor. 
  

	18.35	 Margin Regulations; Investment Company Act 



 

	(a)	 The Borrower is not engaged, nor will it engage, principally or as one of its important activities, in the
business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System of the United States. 



 

	(b)	 The Borrower is not, nor is it required to be, registered as an “investment company” under the United
States of America Investment Company Act of 1940 


  

	18.36	 Patriot Act 



To the extent applicable the Borrower is in compliance with (i) the Trading with the Enemy Act, and each of the foreign assets control
regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto and (ii) the PATRIOT Act. No part of the proceeds of the Loan will be used, directly
or indirectly, for any payments to any government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or
obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. 
  

	18.37	 Repetition 



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

	19	 INFORMATION UNDERTAKINGS 



 

	19.1	 General 



The undertakings in this Clause 19 (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. 
  

	19.2	 Financial statements 



The Borrower and the Guarantor shall supply to the Facility Agent in sufficient copies for all the Lenders: 

 

	(a)	 as soon as they become available, but in any event within 180 days after the end of each of its financial
years: 


  

	 	(i)	 the unaudited financial statements for that financial year of the Borrower; and 



 

	 	(ii)	 the audited consolidated financial statements for that financial year of the Guarantor; 



 

	(b)	 as soon as the same become available, but in any event within 45 days after the end of each quarter of each of
its financial years: 


  

	 	(i)	 the unaudited financial statements for that financial quarter of the Borrower; and 



  
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	 	(ii)	 the unaudited consolidated financial statement of the Guarantor for that financial quarter; and



  

	(c)	 as soon as possible, but in no event later than 90 days after the end of each financial year of the Borrower, a
budget in a format approved by the Facility Agent which shows all anticipated income and expenditure in respect of the Ship during the next financial year of the Borrower. 



 

	19.3	 Compliance Certificate 



 

	(a)	 After 1 January 2020, the Guarantor shall supply to the Facility Agent, with each set of financial statements
delivered pursuant to sub-paragraph (ii) of paragraph (b) of Clause 19.2 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with
Clause 20 (Financial Covenants) as at the date as at which those financial statements were drawn up. 


  

	(b)	 Each Compliance Certificate shall be signed by the chief financial officer of the Guarantor.



  

	19.4	 Requirements as to financial statements 



 

	(a)	 Each set of financial statements delivered by the Borrower pursuant to Clause 19.2 (Financial statements)
shall be certified by a senior officer of the Borrower or chief financial officer of the company as fairly presenting its financial condition and operations as at the date as at which those financial statements were drawn up.



  

	(b)	 The Borrower shall procure that each set of financial statements of a Transaction Obligor delivered pursuant to
Clause 19.2 (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:



  

	 	(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 20 (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. 
  

	19.5	 Information: miscellaneous 



Each Obligor shall and shall procure that each other Obligor shall supply to the Facility Agent (acting on the instructions of the Majority
Lenders) (in sufficient copies for all the Lenders, if the Facility Agent (acting on the instructions of the Majority Lenders) so requests): 
  

	(a)	 immediately upon the Facility Agent’s request, all 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
or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) which are current, threatened or pending against it, and which might, if adversely determined, have a Material
Adverse Effect; 



  
 60 














	(c)	 promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral tribunal or
other tribunal or any order or sanction of any governmental or other regulatory body which is made against it and which might have a Material Adverse Effect; 


  


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



 

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



 

	 	(i)	 the Ship, goods transported on the Ship, the Earnings or the Insurances; 



 

	 	(ii)	 the Security Assets; 



 

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



 

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



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

 

	(f)	 promptly, such further information and/or documents as any Finance Party (through the Facility Agent) may
reasonably request so as to enable such Finance Party to comply with any laws applicable to it or as may be required by any regulatory authority. 


  

	19.6	 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, (acting on the instructions of the Majority Lenders) the
Borrower shall supply to the Facility Agent a certificate signed by a senior officer on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).



  

	19.7	 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 Borrower and the Facility Agent (the
“Designated Website”) if: 


  

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


  

	 	(ii)	 both the relevant Obligor and the Facility Agent are aware of the address of 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 (acting on
the instructions of the Majority Lenders). 


 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. 

  
 61 














	(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 sub-paragraph (i) or (v) of paragraph (c) 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. 


  

	19.8	 “Know your customer” checks 



 

	(a)	 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 on behalf of any prospective new Lender) in order for such Finance Party or 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 including without limitation obtaining, verifying and recording certain information and documentation that will allow the Facility Agent and each of the Lenders to identify each Transaction Obligor in accordance with the requirements of
the PATRIOT Act. 


  

	(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. 



  
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	19.9	 Anti-money laundering 



The Borrower 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 a Servicing Party (for itself) in order for that Servicing Party to be satisfied it has complied with all applicable anti-money laundering laws. 
  

	20	 FINANCIAL COVENANTS 



 

	20.1	 Borrower’s minimum liquidity 



The Borrower shall maintain from the Utilisation Date and at all times throughout the Security Period at least $300,000 (the “Minimum
Liquidity Amount”) in the Earnings Account. 
  

	20.2	 Guarantor’s financial covenants 



The Guarantor shall maintain from the Utilisation Date and at all times during the Security Period (and, in respect of paragraphs (a) and
(a) below, as of 1 January 2020 and at all times thereafter during the Security Period): 
  

	(a)	 the Value Adjusted Leverage Ratio shall not exceed 75 per cent.; 



 

	(b)	 the minimum Net Worth shall not be less than $41,000,000; 



 

	(c)	 the Book Leverage Ratio shall not exceed during the period commencing on: 



 

	 	1.	 (i)    the Utilisation Date and ending on 31 December 2018 (inclusive), 85 per cent.;
and 


  

	 	2.	 (ii)    1 January 2019 and at all times thereafter, 75 per cent.; and



 The expressions used in this Clause shall be construed in accordance with IFRS, and for purposes of this Agreement: 

“Book Leverage Ratio” means the ratio of Total Consolidated Long Term Debt to Total Assets, as shown in the applicable
Financial Statements of the Guarantor for any accounting period and determined in accordance with IFRS. 
 “Financial
Statements” means the Financial Statements of the Guarantor and the Borrower provided in accordance with Clause 19.2 (Financial statements). 

“Fleet Vessels” means any vessel (including the Vessels) from time to time wholly owned by the Guarantor (directly or
indirectly) (each a “Fleet Vessel”). 
 “Fleet Market Value” means in relation to a Fleet Vessel, the
Market Value of such Fleet Vessel. 
 “Net Worth” means equity payments already advanced in respect of the Fleet Vessel less
accumulated dividends plus retained earnings of the Fleet Vessels, as each such term is defined in the applicable Financial Statements for the Guarantor determined in accordance with IFRS. 

“Total Assets” means, in respect of the Guarantor, the amount of total assets of the Guarantor at any time on a consolidated
basis which would be included in the applicable Financial Statements for the Guarantor as total assets determined in accordance with IFRS. 

“Total Consolidated Long Term Debt” means, in respect of the Guarantor, the amount of total liabilities of the Guarantor (as
such term is defined in the applicable Financial Statements of the Guarantor) at any time on a consolidated basis which would be included 

  
 63 













 
in the applicable Financial Statements of the Guarantor as total long term debt in accordance with IFRS including the current portion of long term debt (as such term is defined in the applicable
Financial Statements for the Guarantor). 
 “Value Adjusted leverage Ratio” means the ratio of Total Consolidated Long Term
Debt to Value Adjusted Total Assets, as shown in the applicable Financial Statement of the Guarantor for any accounting period and determined in accordance with IFRS. 

“Value Adjusted Total Assets” means the Total Assets of the Guarantor adjusted in each case for the difference of the book
value of the Fleet Vessels (as evidenced in the most recent Financial Statements) and the Fleet Market Value. 
  

	20.3	 Most favoured nation 



The Borrower and the Guarantor undertake to procure that, (i) during the Relevant Period in respect of items listed in sub-paragraphs (b), (d) and (f) and (ii) throughout the duration of the Security Period in respect of items listed in sub-paragraphs (a), (c) and (e), the Creditor
Parties shall receive no less favourable treatment under this Agreement than that provided or to be provided under any Group Facility Agreement (by way of amendment or supplement to, or refinancing of, that Group facility Agreement) in relation to:

  

	(a)	 any amendment to a maturity date under any such Group Facility Agreement as a result of which the maturity date
will fall before 31 December 2020 (save for the part of the loan made available under the ABN Facility Agreement which expires in June 2018); 


  

	(b)	 the existence of any amortization principal payment profile/schedule until 31 December 2019 (inclusive);



  

	(c)	 the provisions relevant to the calculation of the Excess Cash Flow and generally the cash sweep mechanism;



  

	(d)	 the waiver of the security cover ratio at the Borrowers’ level; 



 

	(e)	 the financial covenants relevant to the Value Adjusted Leverage Ratio, Book Leverage Ratio and minimum Net
Worth of the Guarantor; and 


  

	(f)	 any increase to the aggregate of any amounts to be paid in respect of interest solely related to margin
(howsoever defined) for the duration of the Relevant Period (calculated as at the date of that Group Facility Agreement). 



Accordingly, should any member of the Group or the Guarantor provide to any other creditor more favourable treatment in relation to (a) to
(f) above (and, in relation to subparagraphs (b), (d) and (f) for the duration of the Relevant Period) than those which the Creditor Parties have been provided with under this Agreement or any other Finance Document, the Borrower and the
Guarantor shall promptly advise the Facility Agent of those arrangements and covenants and shall, upon the Facility Agent’s request (acting on the instructions of the Lenders), enter into such documentation supplemental to the Finance
Documents, as the Lenders may require in order to achieve parity with the creditors under such relevant Group Facility Agreement. 
  

	21	 GENERAL UNDERTAKINGS 



 

	21.1	 General 



The undertakings in this Clause 21 (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 (and in the case of Clause 21.13 (Disposals), 21.16 (Financial Indebtedness) and 21.21 (b)(ii) (Other
transactions) such permission not to be unreasonably withheld by the Majority Lenders or the Lenders (as the case may be). 

  
 64 














	21.2	 Authorisations 



Each Obligor shall, and shall procure that each other Transaction Obligor will (where applicable), 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 the 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 the Ship of any Transaction Document to which it is a party; and 


  

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



 

	21.3	 Corporate Existence 



Each Obligor shall maintain its separate corporate existence, remain in goodstanding under the law of its jurisdiction of incorporation and
duly observe and conform to all requirements of any governmental authorities relating to the conduct of its business or to its properties or assets. 
  

	21.4	 Compliance with laws 



Each Obligor shall comply in all respects with all laws and regulations to which it may be subject if failure so to comply has or is reasonably
likely to have a Material Adverse Effect, including without limitation (i) the Trading with the Enemy Act and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) and any other
enabling legislation or executive order thereto) and (ii) the PATRIOT Act. 
  

	21.5	 Environmental compliance 



Each Obligor shall, and shall procure that each Approved Manager will: 

 

	(a)	 comply with all Environmental Laws; 



 

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



 

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



 where failure to do so has a Material Adverse Effect. 

 

	21.6	 Environmental Claims 



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

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




  
 65 














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


 where the claim, if determined against that Transaction Obligor, has a
Material Adverse Effect. 
  

	21.7	 Taxation 


  

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


  

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



 

	 	(ii)	 adequate reserves are maintained for those Taxes and the costs required to contest them and have been disclosed
in its latest financial statements delivered to the Facility Agent under Clause 19.2 (Financial statements); and 


  

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



  

	(b)	 The Obligors shall procure that no other Transaction Obligor will, change its residence for Tax purposes.



  

	21.8	 Overseas companies 



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

	21.9	 No change to centre of main interests 



No Obligor shall change the location of its centre of main interest (as that term is used in Article 3(1) of the Regulation) from that stated
in relation to it in Clause 18.30 (Centre of main interests and establishments) and it will create no “establishment” (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction. 

 

	21.10	 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 to which such Obligor or Transaction Obligor is a party 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. 
  

	21.11	 Title 


  

	(a)	 Following the release on the Utilisation Date of the Security securing the Existing Indebtedness, the Borrower
shall hold the legal title to, and own the entire beneficial interest in: 


  

	 	(i)	 the Ship, the Earnings and the Insurances; and 



  
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	 	(ii)	 with effect on and from its creation or intended creation, any other assets the subject of any Transaction
Security created or intended to be created by the Borrower. 


  

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


  

	21.12	 Negative pledge 



(a) 
  

	 	(i)	 The Borrower shall not create any form of Security over any of its assets or revenues other than Permitted
Security; and 


  

	 	(ii)	 the Guarantor shall not create any form of Security (other than Permitted Security), over any of its assets or
revenues unless it is reasonably incurred in the normal course of its business of acquiring and financing vessels to be owned by the Guarantor or any of its present or future Subsidiaries. 



 

	(b)	 No Obligor 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 any Obligor or any other member of the Group; 


  

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



 

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


  

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



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

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



 

	21.13	 Disposals 


  

	(a)	 The Borrower shall not 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 the Ship, the Earnings or the Insurances). 



 

	(b)	 Paragraph (a) above does not apply to any Charter as all Charters are subject to Clause 23.15
(Restrictions on chartering, appointment of managers etc.). 


  

	21.14	 Merger 



No Obligor shall enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction (save for an IPO). 

 

	21.15	 Change of business 



 

	(a)	 The Guarantor shall procure that no substantial change is made to the general nature of its business from that
carried on at the date of this Agreement. 


  

	(b)	 The Borrower shall not engage in any business other than the ownership and operation of the Ship.




  
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	21.16	 Financial lndebtedness 



No Obligor shall: 
  

	(a)	 in the case of the Borrower, incur or permit to be outstanding any Financial Indebtedness except
(A) Financial Indebtedness incurred in the normal course of its business of trading, chartering and operating the Ship and (B) Permitted Financial Indebtedness; and 



 

	(b)	 in the case of the Guarantor, incur or permit to be outstanding Financial Indebtedness except for
(A) Financial Indebtedness incurred in the ordinary course of its business (including, without limitation, the issuance of guarantees securing the obligations of any of its future or present Subsidiaries and any guarantee previously granted by
the Guarantor as at the date of this Agreement and disclosed to the Facility Agent), (B) Permitted Financial Indebtedness and (C) Financial Indebtedness incurred under the K&T Loan Agreement. 



 

	21.17	 Guarantor’s Equity Contribution 



 

	(a)	 The Guarantor shall procure that an equity contribution of $8,000,000 is paid in to the Group utilising funds
to be advanced to the Guarantor pursuant to the K&T Loan Agreement. 


  

	(b)	 The contribution shall be effected through quarterly payments commencing as of 31 August 2017, each in an
amount being the lesser of (i) such amount set out in Schedule 8 and (ii) the maximum amount the Guarantor would be entitled to request in its utilisation request under the K&T Loan Agreement at the relevant time if all conditions
precedent thereunder were satisfied, on such dates as set out in Schedule 8 (or as otherwise requested by the Borrower and agreed by the Facility Agent (acting on the instructions of the Majority Lenders) from time to time). 



 

	(c)	 In the event that the equity contribution is less than $8,000,000 on 31 December 2019, then the Guarantor will
contribute the difference between the actual capital contribution and $8,000,000 in the form of equity injection by 31 December 2019. 



The Guarantor shall procure that such contribution of $8,000,000 (in addition to the $5,000,000 contribution injected as a condition precedent
in item 5.6 of Part A of Schedule 2) shall be utilised in or towards payment of the Shortfall Amount and, as the case may, any cash flow shortfall in connection with the Ship, including, but not limited to, any operating expenses or any other cash
flow shortfall in connection with their operation, trading and financing under this Agreement or, as the case maybe, any Group Facility Agreement entered into during the Refinancing Period (as necessary). 

 

	21.18	 Expenditure 



The Borrower shall not incur any expenditure, except for expenditure reasonably incurred in the ordinary course of owning, operating,
maintaining and repairing the Ship. 
  

	21.19	 Limited liability company interests 



The Borrower shall not: 
  

	(a)	 purchase, cancel or redeem any of its LLC Shares; 



 

	(b)	 increase or reduce its LLC Shares; and 



 

	(c)	 issue any further LLC Shares except to the Guarantor and provided such new LLC Shares are made subject to the
terms of the relevant Shares Security immediately upon the issue of such new LLC Shares in a manner satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) and the terms of the relevant Shares Security are complied
with. 



  
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	21.20	 Dividends 



The Borrower shall not make or pay any dividend or other distribution (in cash or in kind) in respect of its LLC shares (i) prior to (and
including) the Cash Sweep End Date and (ii) thereafter, if an Event of Default has occurred and is continuing or if the making or payment of such dividend or distribution would result in the occurrence of an Event of Default. 

 

	21.21	 Other transactions 



The Borrower shall not: 
  

	(a)	 be the creditor in respect of any loan or any form of credit to any person other than another Transaction
Obligor and where such loan or form of credit creates 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 the Borrower assumes any liability of any other person other than (i) any guarantee or indemnity given under the Finance Documents or (ii) any guarantee and
indemnity issued in the ordinary course of its business of trading, chartering and operating the Ship having an aggregate maximum value of $1,000,000 in respect of the Borrower or such higher value as may be requested by the Borrower and approved in
writing by the Facility Agent (acting on the instructions of the Majority Lenders); 


  

	(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 or in the ordinary course of the
Borrower’s business of trading, operating and chartering the Ship; 


  

	(d)	 without the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders),
such consent not to be unreasonably withheld or delayed, enter into any transaction on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length provided further that
such consent of the Facility Agent (acting on the instructions of the Majority Lenders) shall not be required in the absence of an Event of Default having occurred and continuing; 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. 


  

	21.22	 Unlawfulness, invalidity and ranking; Security imperilled 



No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, do (or fail to do) or cause or permit another person
to do (or omit to do) anything which is likely to: 
  

	(a)	 make it unlawful for a Transaction Obligor to perform any of its obligations under the Transaction Documents;



  

	(b)	 cause any obligation of a Transaction Obligor under the Transaction Documents to cease to be legal, valid,
binding or enforceable; 


  

	(c)	 cause any Transaction Document to cease to be in full force and effect; 



 

	(d)	 cause any Transaction Security to rank after, or lose its priority to, any other Security; and



  

	(e)	 imperil or jeopardise the Transaction Security. 



  
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	21.23	 No Subsidiaries 



The Borrower shall not form or acquire any Subsidiaries. 
  

	21.24	 Employees and ERISA Compliance 



The Borrower shall not employ any individual nor sponsor, maintain or become obligated to contribute to any Plan. However, without prejudice to
the foregoing, the Borrower shall provide prompt written notice to the Facility Agent in the event that the Borrower becomes aware that it has incurred or is reasonably likely to incur any liability with respect to any Plan, that, individually or in
the aggregate with any other such liability, would be reasonably expected to have a Material Adverse Effect. 
  

	21.25	 Books and records 



The Borrower will keep proper books of record and account which will be accurate in all material respects and in which full, true and correct
entries in accordance with GAAP will be made of all dealings or transactions in relation to its business and activities. 
  

	21.26	 Group Facility Agreement 



The Guarantor undertakes to ensure that (i) each Group Facility Agreement secured on the Existing Fleet Vessels is duly executed by the
parties to it and (ii) the loan made or to be made available under each Group Facility Agreement is drawn by the relevant borrower in each case on or before the last day of the Refinancing Period, unless the relevant creditor(s) under the
relevant Existing Group Facility Agreement have given their written consent to an extension of drawdown under the relevant Group Facility Agreement past the last day of the Refinancing Period Provided that the Facility Agent (acting with the
authorisation of the Lenders) has also given its prior written consent to such corresponding extension of the Refinancing Period. 
  

	21.27	 Further assurance 



 

	(a)	 Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly, and in any event
within three (3) Business Days (or such other time period as may be specified by the Security Agent (acting on the instructions of the Facility Agent which is acting on the instructions of the Majority Lenders)) of demand by the Security Agent
(acting on the instructions of the Facility Agent which is acting on the instructions of the Majority Lenders) 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 (acting on the instructions of the
Facility Agent which is acting on the instructions of the Majority Lenders) (and in such form as the Security Agent may require (acting on the instructions of the Facility Agent which is acting on the instructions of the Majority Lenders) 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 to which such Transaction Obligor is a party (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 any of the Secured Parties provided by or pursuant to the Finance Documents or by law; 



 

	 	(ii)	 to confer on the Security Agent or confer on the Secured Parties Security over any property and assets of that
Transaction Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Finance Documents; 



  
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	 	(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, take all such action as is
available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Secured
Parties by or pursuant to the Finance Documents. 


  

	(c)	 At the same time as an Obligor delivers to the Security Agent any document executed by itself or another
Transaction Obligor pursuant to this Clause 21.27 (Further assurance), that Obligor shall deliver, or shall procure that such other Transaction Obligor will deliver, to the Security Agent a certificate signed by two of that Obligor’s or
Transaction Obligor’s directors or officers which shall: 


  

	 	(i)	 set out the text of a resolution of that Obligor’s or 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 or officers and is valid under that Obligor’s or Transaction Obligor’s articles of
association or other constitutional documents. 


  

	22	 INSURANCE UNDERTAKINGS 



 

	22.1	 General 



The undertakings in this Clause 22 (Insurance Undertakings) remain in force on and from the Utilisation Date 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. 
  

	22.2	 Maintenance of obligatory insurances 



The Borrower shall keep the Ship insured at its expense against: 
  

	(a)	 hull and machinery plus freight interest and hull interest and/or increased value and any other usual marine
risks (including excess risks); 


  

	(b)	 war risks (including the London Blocking and Trapping addendum or its equivalent); 



 

	(c)	 protection and indemnity risks (including liability for oil pollution for an amount of no less than
$1,000,000,000 and excess war risk P&I cover) on standard Club Rules, covered by a Protection and Indemnity association which is a member of the International Group of Protection and Indemnity Associations (or, if the International
Group ceases to exist, any other leading protection and indemnity association or other leading provider of protection and indemnity insurance) (including, without limitation, the proportion (if any) of any collision liability not covered under the
terms of the hull cover); 


  

	(d)	 freight, demurrage and defence; 



  
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	(e)	 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 the Borrower to insure and which are specified by the Facility Agent (acting on the instructions of the Majority Lenders) by notice to the
Borrower. 


  

	22.3	 Terms of obligatory insurances 



The Borrower shall effect such insurances: 
  

	(a)	 in dollars; 


  

	(b)	 in the case of hull and machinery and war risks, in an amount on an agreed value basis at least the greater of:



  

	 	(i)	 120 per cent. of the Loan; and 



 

	 	(ii)	 the Market Value of the 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 (such amount currently being $1,000,000,000); 



 

	(d)	 hull and machinery plus freight interest and hull interest and/or increased value and any other usual marine
risks (including excess risks); 


  

	(e)	 war risks (including the London Blocking and Trapping addendum or its equivalent, Terrorism and War Protection
and Indemnity); 


  

	(f)	 protection and indemnity risks (including liability for oil pollution for an amount of no less than
$1,000,000,000 and excess war risk P&I cover) on standard Club Rules, covered by a Protection and Indemnity association which is a member of the International Group of Protection and Indemnity Associations (or, if the International Group ceases
to exist, any other leading protection and indemnity association or other leading provider of protection and indemnity insurance) (including, without limitation, the proportion (if any) of any collision liability not covered under the terms of the
hull cover); 


  

	(g)	 freight, demurrage and defence; 



 

	(h)	 on approved terms; and 



 

	(i)	 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. 


  

	22.4	 Further protections for the Finance Parties 



In addition to the terms set out in Clause 22.3 (Terms of obligatory insurances), the Borrower shall procure that the obligatory
insurances shall: 
  

	(a)	 subject always to paragraph (b), name the Borrower as the sole named insured unless the interest of every other
named insured (including each Approved Manager as co-assured) 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 



  
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	 	(B)	 to any third party liability claims where cover for such claims is provided by the policy (and then only in
respect of discharge of any claims made against it); and 


  

	 	(ii)	 in respect of any obligatory insurances for protection and indemnity risks, to any recoveries it is entitled to
make by way of reimbursement following discharge of any third party liability claims made specifically against it; 


 and
every other named insured has undertaken in writing to the Security Agent (in such form as it requires (acting on the instructions of the Facility Agent acting on the instructions of the Majority Lenders) that any deductible shall be apportioned
between the 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 (acting on the instructions of the Majority Lenders), name (or be amended
to name) the Security Agent as additional named insured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against the Security Agent, but without the Security Agent being liable to pay (but
having the right to pay) premiums, calls or other assessments in respect of such insurance; 


  

	(c)	 name the Security Agent as loss payee with such directions for payment as the Facility Agent may specify
(acting on the instructions of the Majority Lenders); 


  

	(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 the Borrower fails to do so. 



 

	22.5	 Renewal of obligatory insurances 



The Borrower shall: 
  

	(a)	 at least 10 days before the expiry of any obligatory insurance: 



 

	 	(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 the Borrower proposes to renew that obligatory insurance and of the proposed terms of renewal; and 


  

	 	(ii)	 obtain the Facility Agents’ approval (acting on the instructions of the Majority Lenders) to the matters
referred to in sub-paragraph (i) 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. 



  
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	22.6	 Copies of policies; letters of undertaking 



The Borrower shall ensure that the Approved Brokers provide the Security Agent, upon the Security Agent’s request (acting on the
instructions of the Facility Agent acting on the instructions of the Majority Lenders), with: 
  

	(a)	 pro forma copies of all policies relating to the obligatory insurances which they are to effect or
renew; and 


  

	(b)	 a letter or letters or undertaking in a form required by the Facility Agent (acting on the instructions of the
Majority Lenders) 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 22.4 (Further protections for the Finance Parties); 


  

	 	(ii)	 they will hold such policies, and the benefit of such insurances, to the order of the Security Agent in
accordance with such loss payable clause; 


  

	 	(iii)	 they will advise the Security Agent immediately of any material change to the terms of the obligatory
insurances; 


  

	 	(iv)	 they will, if they have not received notice of renewal instructions from the Borrower or its agents, notify the
Security Agent not less than 14 days before the expiry of the obligatory insurances; 


  

	 	(v)	 if they receive instructions to renew the obligatory insurances, they will promptly notify the Facility Agent
of the terms of the instructions; 


  

	 	(vi)	 they will not set off against any sum recoverable in respect of a claim relating to the Ship under such
obligatory insurances any premiums or other amounts due to them or any other person whether in respect of the 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 forthwith upon being so requested
by the Facility Agent. 


  

	22.7	 Copies of certificates of entry 



The Borrower shall ensure that any protection and indemnity and/or war risks associations in which the Ship is entered provide the Security
Agent with: 
  

	(a)	 a certified copy of the certificate of entry for the 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 the Ship. 


  

	22.8	 Deposit of original policies 



The Borrower shall ensure that all policies relating to obligatory insurances are deposited with the Approved Brokers through which the
insurances are effected or renewed. 

  
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	22.9	 Payment of premiums 



The Borrower shall punctually pay all premiums or other sums payable in respect of the obligatory insurances and produce all relevant receipts
when so required by the Facility Agent (acting on the instructions of the Majority Lenders) or the Security Agent (acting on the instructions of the Facility Agent acting on the instructions of the Majority Lenders). 

 

	22.10	 Guarantees 



The 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. 
  

	22.11	 Compliance with terms of insurances 



 

	(a)	 The Borrower shall not do nor omit to do (nor permit to be done or not to be done) any act or thing which would
or might render any obligatory insurance 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, the 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 22.6 (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 (acting on the instructions of the Majority Lenders); 



 

	 	(ii)	 not make any changes relating to the classification or classification society or manager or operator of the
Ship 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 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, 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. 



 

	22.12	 Alteration to terms of insurances 



The Borrower shall not make or agree to any alteration to the terms of any obligatory insurance or waive any right relating to any obligatory
insurance. 
  

	22.13	 Settlement of claims 



The 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. 



  
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	22.14	 Provision of copies of communications 



The Borrower shall provide the Security Agent, immediately upon the Facility Agent’s request (acting on the instructions of the Majority
Lenders), with copies of all written communications between the Borrower and: 
  

	(a)	 the Approved Brokers; 



 

	(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)	 the 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 the 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. 


  

	22.15	 Provision of information 



The 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 (acting on the instructions of the Majority Lenders) 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 22.16 (Mortgagee’s
interest and additional perils insurances) or dealing with or considering any matters relating to any such insurances, 



and the Borrower shall, forthwith upon demand, indemnify the Facility Agent in respect of all fees and other expenses incurred by or for the
account of the Facility Agent in connection with any such report as is referred to in paragraph (a) above. 
  

	22.16	 Mortgagee’s interest and additional perils insurances 



 

	(a)	 The Security Agent shall be entitled from time to time to effect, maintain and renew a mortgagee’s
interest marine insurance and a mortgagee’s interest additional perils insurance each in an amount of up to 120 per cent. of the Loan, on such terms, through such insurers and generally in such manner as the Security Agent acting on the
instructions of the Majority Lenders may from time to time consider appropriate. 


  

	(b)	 The Borrower shall upon demand fully indemnify the Security Agent in respect of all premiums and other expenses
which are incurred in connection with or with a view to effecting, maintaining or renewing any insurance referred to in paragraph (a) above or dealing with, or considering, any matter arising out of any such insurance. 



 

	23	 SHIP UNDERTAKINGS 



 

	23.1	 General 



The undertakings in this Clause 23 (Ship Undertakings) remain in force on and from the date of this Agreement and throughout the rest of
the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit in writing (and in the case of Clauses 23.3 (Repair and classification), 23.4
(Modifications), 23.5 (Removal and installation of parts) and 23.15 (Restrictions on chartering, appointment of managers etc.) such permission not to be unreasonably withheld). 

  
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	23.2	 Ship’s names and registration 



The Borrower shall: 
  

	(a)	 keep the 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 the Ship, 



provided that any change of flag of the Ship shall be subject to: 

 

	 	(i)	 the Ship remaining subject to Security securing the Secured Liabilities created by a first priority or
preferred ship mortgage on the 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 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 


  

	 	(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. 


  

	23.3	 Repair and classification 



The Borrower shall keep the Ship 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.



  

	23.4	 Modifications 



The Borrower shall not make any modification or repairs to, or replacement of, the Ship or equipment installed on it which would or might
materially and adversely alter the structure, type or performance characteristics of the Ship or materially reduce its value. 
  

	23.5	 Removal and installation of parts 



 

	(a)	 Subject to paragraph (b) below, the Borrower shall not remove any material part of the Ship, or any item
of equipment installed on the Ship unless: 


  

	 	(i)	 the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as
or better condition than the part or item removed; 


  

	 	(ii)	 the replacement part or item is free from any Security in favour of any person other than the Security Agent;
and 


  

	 	(iii)	 the replacement part or item becomes, on installation on the Ship, the property of the Borrower and subject to
the security constituted by the Mortgage. 


  

	(b)	 The Borrower may install equipment owned by a third party if the equipment can be removed without any risk of
damage to the Ship. 



  
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	23.6	 Surveys 



The Borrower shall submit the Ship 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. 
  

	23.7	 Inspection 


  

	(a)	 The Borrower shall permit the Security Agent (acting on the instructions of the Facility Agent which is acting
on the instructions of the Majority Lenders) acting through surveyors or other persons appointed by it for that purpose to board the Ship at all reasonable times without interfering with the Ship’s trading schedule, to inspect its condition or
to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections. 


  

	(b)	 The cost of all inspections under this Clause 23.7 (Inspection) shall be for the account of the Borrower
once annually and at any time when an Event of Default has occurred and is continuing. 


  

	23.8	 Prevention of and release from arrest 



 

	(a)	 The Borrower shall promptly discharge: 



 

	 	(i)	 all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against
the Ship, the Earnings or the Insurances; 


  

	 	(ii)	 all Taxes, dues and other amounts charged in respect of the Ship, the Earnings or the Insurances; and



  

	 	(iii)	 all other outgoings whatsoever in respect of the Ship, the Earnings or the Insurances. 



 

	(b)	 The Borrower shall as soon as reasonably practicable upon receiving notice of the arrest of the Ship or of its
detention in exercise or purported exercise of any lien or claim, take all steps necessary to procure its release by providing bail or otherwise as the circumstances may require. 



 

	23.9	 Compliance with laws etc. 



The Borrower shall: 
  

	(a)	 comply, or procure compliance with all laws or regulations: 



 

	 	(i)	 relating to its business generally; and 



 

	 	(ii)	 relating to the Ship, its ownership, employment, operation, management and registration, 



including, but not limited to, the ISM Code, the ISPS Code, all Environmental Laws, all Sanctions and the laws of the Approved Flag; 

 

	(b)	 obtain, comply with and do all that is necessary to maintain in full force and effect any Environmental
Approvals; and 


  

	(c)	 without limiting paragraph (a) above, not employ the Ship 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 (or which would be contrary to Sanctions if Sanctions were binding on each Transaction
Obligor). 



  
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	23.10	 ISPS Code 



Without limiting paragraph (a) of Clause 23.9 (Compliance with laws etc.), the Borrower shall: 

 

	(a)	 procure that the Ship and the company responsible for the Ship’s compliance with the ISPS Code comply with
the ISPS Code; and 


  

	(b)	 maintain an ISSC for the Ship; and 



 

	(c)	 notify the Facility Agent immediately in writing of any actual or threatened withdrawal, suspension,
cancellation or modification of the ISSC. 


  

	23.11	 Sanctions and Ship trading 



Without limiting Clause 23.9 (Compliance with laws etc.), the Borrower shall procure: 

 

	(a)	 that the Ship shall not be used by or for the benefit of a Prohibited Person; 



 

	(b)	 that the Ship shall not be used in trading in any manner contrary to Sanctions (or which could be contrary to
Sanctions if Sanctions were binding on each Transaction Obligor); 


  

	(c)	 that the Ship shall not be traded in any manner which would trigger the operation of any sanctions limitation
or exclusion clause (or similar) in the Insurances; and 


  

	(d)	 that each charterparty in respect of the Ship shall contain, for the benefit of the Borrower, language which
gives effect to the provisions of paragraph (c) of Clause 23.9 (Compliance with laws etc.) as regards Sanctions and of this Clause 23.11 (Sanctions and Ship trading) and which permits refusal of employment or voyage orders
if compliance would result in a breach of Sanctions (or which would result in a breach of Sanctions if Sanctions were binding on each Transaction Obligor). 


  

	23.12	 Trading in war zones 



In the event of hostilities in any part of the world (whether war is declared or not including, without limitation, any civil war), the
Borrower shall not cause or permit the Ship to be employed in carrying any goods which may be declared to be contraband of war or which may render the Ship liable to confiscation, seizure, detention or destruction, nor shall the Borrower permit the
Ship to enter any area which is declared a war zone by any governmental authority or by the Ship’s insurers unless that employment or voyage is either (a) consented to in advance and in writing by the underwriters of the Ship’s war
risks insurances and fully covered by those insurances or (b) (to the extent not covered by those insurances) covered by additional insurance taken out by the Borrower at the Borrower’s expense, which additional insurance shall be deemed to be
part of the Insurances assigned under the General Assignment. 
  

	23.13	 Provision of information 



Without prejudice to Clause 19.5 (Information: miscellaneous) the Borrower shall promptly provide the Facility Agent with any
information which it requests (acting on the instructions of the Majority Lenders) regarding: 
  

	(a)	 the 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
the Ship and any payments made by it in respect of the Ship; 



  
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	(d)	 any towages and salvages; and 



 

	(e)	 its compliance, the Approved Manager’s compliance and the compliance of the Ship with the ISM Code and the
ISPS Code, 


 and, upon the Facility Agent’s request (acting on the instructions of the Majority Lenders), promptly
provide copies of any current Charter relating to the Ship, of any current guarantee of any such Charter, the Ship’s Safety Management Certificate and any relevant Document of Compliance. 

 

	23.14	 Notification of certain events 



The Borrower shall immediately notify the Facility Agent by email, confirmed forthwith by letter, of: 

 

	(a)	 any casualty to the Ship which is or is likely to be or to become a Major Casualty; 



 

	(b)	 any occurrence as a result of which the Ship has become or is, by the passing of time or otherwise, likely to
become a Total Loss; 


  

	(c)	 any requisition of the Ship for hire; 



 

	(d)	 any requirement or recommendation made in relation to the Ship by any insurer or classification society or by
any competent authority which is not immediately complied with; 


  

	(e)	 any arrest or detention of the Ship or any exercise or purported exercise of any lien on the Ship or the
Earnings; 


  

	(f)	 any intended dry docking of the Ship; 



 

	(g)	 any Environmental Claim made against the Borrower or in connection with the Ship, or any Environmental
Incident; 


  

	(h)	 any claim for breach of the ISM Code or the ISPS Code being made against the Borrower, an Approved Manager or
otherwise in connection with the 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 the Borrower shall keep the Facility Agent advised in writing on a
regular basis and in such detail as the Facility Agent shall require (acting on the instructions of the Majority Lenders) as to the Borrower’s, any such Approved Manager’s or any other person’s response to any of those events or
matters. 
  

	23.15	 Restrictions on chartering, appointment of managers etc. 



The Borrower shall not: 
  

	(a)	 let the Ship on demise charter for any period; 



 

	(b)	 enter into any time, voyage or consecutive voyage charter in respect of the Ship other than a Permitted
Charter; 


  

	(c)	 amend, supplement or terminate a Management Agreement; 



 

	(d)	 appoint a manager of the 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; 



  
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	(e)	 de activate or lay up the Ship; or 



 

	(f)	 put the 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 (acting on the instructions of the Facility Agent acting on the instructions of the Majority Lenders) and in
terms satisfactory to it a written undertaking not to exercise any lien on the Ship or the Earnings for the cost of such work or for any other reason. 


  

	23.16	 Notice of Mortgage 



The Borrower shall keep the Mortgage registered against the Ship as a valid first priority or preferred mortgage (as applicable), carry on
board the Ship a certified copy of the Mortgage and place and maintain in a conspicuous place in the navigation room and the master’s cabin of the Ship a framed printed notice stating that the Ship is mortgaged by the Borrower to the Security
Agent. 
  

	23.17	 Sharing of Earnings 



The Borrower shall not enter into any agreement or arrangement for the sharing of any Earnings. 

 

	23.18	 Charter assignment 



Provided that all approvals necessary under Clause 23.15 (Restrictions on chartering, appointment of managers etc.) have
been previously obtained, the Borrower shall: 
  

	(a)	 provide promptly to the Facility Agent a true and complete copy of any Charter (including all amendments) and
all other documents related thereto for a term which exceeds, or which by virtue of any optional extensions may exceed 12 months; and 


  

	(b)	 in respect of any Charter for a term which (excluding any optional extensions and any redelivery allowance)
exceeds, or which by virtue of any optional extensions may exceed 12 months, execute and deliver to the Facility Agent a Charter Assignment together with each of the documents required to be delivered pursuant to such Charter Assignment (each in the
agreed form). 


  

	23.19	 Notification of compliance 



The Borrower shall promptly provide the Facility Agent from time to time with evidence (in such form as the Facility Agent requires) (acting on
the instructions of the Majority Lenders) that it is complying with this Clause 23 (Ship Undertakings). 
  

	24	 SECURITY COVER 



 

	24.1	 Minimum required security cover 



Clause 24.2 (Provision of additional security; prepayment) applies if, at any time commencing on 1 January 2020 and throughout the
remainder of the Security Period, the Facility Agent (acting on the instructions of the Majority Lenders) notifies the Borrower that: 
  

	(a)	 the Market Value of the Ship; plus 



 

	(b)	 the net realisable value of additional Security previously provided under this Clause 24 (Security
Cover), 


 is below 115 per cent. of the Loan. 

  
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	24.2	 Provision of additional security; prepayment 



 

	(a)	 If the Facility Agent (acting on the instructions of the Majority Lenders) serves a notice on the Borrower
under Clause 24.1 (Minimum required security cover), the Borrower shall, on or before the date falling one Month 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)	 The 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 (acting on the instructions of the Majority Lenders) may
approve or require, 


 before the Prepayment Date; and conditional upon such security being provided in such manner, it
shall satisfy such prepayment obligation. 
  

	24.3	 Value of additional vessel security 



The net realisable value of any additional security which is provided under Clause 24.2 (Provision of additional security; prepayment)
and which consists of Security over a vessel shall be the Market Value of the vessel concerned. 
  

	24.4	 Valuations binding 



Any valuation under this Clause 24 (Security Cover) shall be binding and conclusive as regards the Borrower. 

 

	24.5	 Provision of information 



 

	(a)	 The Borrower shall promptly provide the Facility Agent and any Approved Valuer acting under this Clause 24
(Security Cover) with any information which the Facility Agent (acting on the instructions of the Majority Lenders) or the Approved Valuer may request for the purposes of the valuation. 



 

	(b)	 If the 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 Approved Valuer or the Facility Agent considers (acting on the instructions of the Majority Lenders) prudent. 



 

	24.6	 Prepayment mechanism 



Any prepayment pursuant to Clause 24.2 (Provision of additional security; prepayment) shall be made in accordance with the relevant
provisions of Clause 7 (Prepayment and Cancellation) and shall be treated as a voluntary prepayment pursuant to Clause 7.3 (Voluntary prepayment of Loan). 
  

	24.7	 Provision of valuations 



 

	(a)	 The Facility Agent shall, acting on the instructions of the Majority Lenders, obtain valuations of the Ship and
any other vessel over which additional Security has been created in accordance with Clause 24.2 (Provision of additional security; prepayment), from Approved Valuers, the first of which shall be selected by the Facility Agent (acting on the
instructions of the Majority Lenders) and the second of which shall be selected by the Borrowers, to enable the Borrowers to determine the Market Value of the Ship and any such vessel, subject to approval from the Majority Lenders in relation to
such determination, and following such approval in writing notify the Facility Agent in writing: 


  

	 	(i)	 at the same time as each Compliance Certificate is provided pursuant to Clause 19.3 (Compliance
Certificate); 



  
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	 	(ii)	 at the same time the Borrower serves the notices to the Facility Agent in respect of the renewal of the
obligatory insurances pursuant to Clause 22.5 (Renewal of obligatory insurances); and 


  

	 	(iii)	 in the case of sale or Total Loss of the Ship, pursuant to Clause 7.4 (Mandatory prepayment on sale or Total
Loss). 


  

	(b)	 In addition, whilst an Event of Default has occurred which is continuing, the Facility Agent shall be entitled
to obtain (acting on the instructions of the Majority Lenders) at any time valuations of the Ship and any other vessel over which additional Security has been created in accordance with Clause 24.2 (Provision of additional security; prepayment),
from Approved Valuers selected by the Facility Agent (acting on the instructions of the Majority Lenders), to enable the Majority Lenders to determine the Market Value of the Ship and each such vessel (which Market Value shall be notified to the
Facility Agent in writing). 


  

	(c)	 All valuations referred to in paragraphs (a) and (b) above shall be at the cost of the Borrower.



  

	25	 EARNINGS ACCOUNT AND APPLICATION OF EARNINGS 



 

	25.1	 Earnings Account 



The Borrower may not, without the prior consent of the Facility Agent (acting on the instructions of the Lenders), maintain any bank account
other than the Earnings Account. 
  

	25.2	 Payment of Earnings 



The Borrower shall ensure that, subject only to the provisions of the General Assignment, all the Earnings are paid in to the Earnings Account.

  

	25.3	 Application of Earnings 



The Borrower shall transfer from the Earnings Account to the Facility Agent: 

 

	(a)	 on each Repayment Date, the amount of the Repayment Instalment then due on that Repayment Date; and



  

	(b)	 on the last day of each Interest Period, the amount of interest then due on that date; and



  

	(c)	 on any day on which an amount is otherwise due from the Borrower under a Finance Document, an amount necessary
to meet that due amount, 


 and the Borrower irrevocably authorizes the Facility Agent to apply the transferred amounts in
payment of the relevant Repayment Instalment, interest amount or other amount due. 
 Any balance on the Earnings Account after the
application of the transferred amounts shall be available to the Borrower, unless there is an Event of Default which is continuing or unless an Event of Default would result from the withdrawal of any such balance (or any part thereof) from the
Earnings Account. 
  

	25.4	 Shortfall in Earnings 



 

	(a)	 If the credit balance on the Earnings Account is insufficient for the required amount to be transferred under
Clause 25.3 (Application of Earnings), the Borrower shall make up the amount of the insufficiency. 



  
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	(b)	 The Borrower may not make up all or any part of the insufficiency by utilising the Minimum Liquidity Amount in
the Earnings Account. 


  

	25.5	 Application of funds 



Until an Event of Default occurs which is continuing, the Facility Agent shall on each Repayment Date and on each Interest Payment Date
(provided it has received sufficient funds no later than 2:00 p.m. New York time on the relevant Repayment Date or Interest Payment Date (as the case may be)) distribute to the Finance Parties in accordance with Clause 33.2 (Distributions by the
Facility Agent) so much of the then balance on the Earnings Account as equals: 
  

	(a)	 the Repayment Instalment due on that Repayment Date; and 



 

	(b)	 the amount of interest payable on that Interest Payment Date, 



in discharge of the Borrower’s liability for that Repayment Instalment or that interest. 

 

	25.6	 Location of Earnings Account 



The Borrower shall promptly: 
  

	(a)	 comply with any requirement of the Facility Agent (acting on the instructions of the Majority Lenders) as to
the location or relocation of the Earnings Account; and 


  

	(b)	 execute any documents which the Facility Agent (acting on the instructions of the Majority Lenders) 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 Account. 



 

	26	 EVENTS OF DEFAULT 



 

	26.1	 General 



Each of the events or circumstances set out in this Clause 26 (Events of Default) is an Event of Default except for Clause 26.18
(Acceleration) and Clause 26.19 (Enforcement of security). 
  

	26.2	 Non-payment 



A Transaction Obligor (other than an Approved Manager) does not pay on the due date any amount payable pursuant to a Finance Document at the
place at and in the currency in which it is expressed to be payable unless: 
  

	(a)	 its failure to pay is caused by: 



 

	 	(i)	 administrative or technical error; or 



 

	 	(ii)	 a Disruption Event; and 



 

	(b)	 payment is made within 3 Business Days of its due date. 



 

	26.3	 Specific obligations 



A breach occurs of Clause 4.4 (Waiver of conditions precedent), Clause 20 (Financial Covenants), Clause 21.11 (Title),
Clause 21.12 (Negative pledge), Clause 21.22 (Unlawfulness, invalidity and ranking; Security imperilled), Clause 22.2 (Maintenance of obligatory insurances), Clause 22.3 (Terms of obligatory insurances), Clause 22.5
(Renewal of obligatory insurances), Clause 23.11 (Sanctions and Ship trading) or Clause 24 (Security Cover). 

  
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	26.4	 Other obligations 



 

	(a)	 A Transaction Obligor does not comply with any provision of the Finance Documents to which it is a party (other
than those referred to in Clause 26.2 (Non-payment) and Clause 26.3 (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 Borrower or (if earlier) any relevant Transaction Obligor becoming aware of the failure to comply. 



 

	26.5	 Misrepresentation 



Any representation or statement made or deemed to be made by a Transaction Obligor in the Finance Documents or any other document delivered by
or on behalf of any Transaction Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made and is not remedied within five Business Days of the Facility Agent (acting on
the instructions of the Majority Lenders) giving notice to the Borrower. 
  

	26.6	 Cross default 



 

	(a)	 Any Financial Indebtedness of any Transaction Obligor (other than an Approved Manager) is not paid when due nor
within any originally applicable grace period. 


  

	(b)	 Any Financial Indebtedness of any Transaction Obligor (other than an Approved Manager) 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) Provided that in the case of any Financial Indebtedness created under (i) any guarantee and indemnity of the
Guarantor, a demand is made by the relevant creditor(s) under such guarantee and indemnity or (ii) any guarantee and indemnity of the Guarantor securing the obligations of any Subsidiary, the guaranteed Financial Indebtedness of that Subsidiary
is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of that Subsidiary’s payment default and always provided that the relevant creditor has exercised any of its enforcement rights (the
“Action”) in connection with that payment default and, in the reasonable opinion of the Majority Lenders, that Action may adversely affect the ability of the Guarantor to comply with its obligations under Clause 16
(Costs and Expenses). 


  

	(c)	 Any commitment for any Financial Indebtedness of any Transaction Obligor (other than an Approved Manager) is
cancelled or suspended by a creditor of any Transaction Obligor (other than an Approved Manager) as a result of an event of default (however described). 


  

	(d)	 Any creditor of any Transaction Obligor (other than an Approved Manager) becomes entitled to declare any
Financial Indebtedness of any Transaction Obligor (other than an Approved Manager) due and payable prior to its specified maturity as a result of an event of default (however described) Provided that in the case of any Financial Indebtedness
created under any guarantee and indemnity of the Guarantor, a demand is made by the relevant creditor(s) under such guarantee and indemnity). 


  

	(e)	 No Event of Default will occur under this Clause 26.6 (Cross default) in respect of the Borrower if the
failure to comply is capable of remedy and is remedied within five Business Days of the Facility Agent giving notice to the Borrower or the Borrower becoming aware of the failure to comply with this Clause 26.6 (Cross default). In relation to
a cross-default for the Guarantor, no Event of Default will occur under this Clause 26.6 (Cross default) if failure to comply is capable of remedy and is remedied within two weeks of the Facility Agent giving notice (acting on the
instructions of the Majority Lenders) to the Borrower or the Borrower becoming aware of the failure to comply with this Clause 26.6 (Cross default). 


  

	26.7	 Insolvency 


  

	(a)	 A Transaction Obligor (other than an Approved Manager): 



 

	 	(i)	 is unable or admits inability to pay its debts as they fall due; 



  
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	 	(ii)	 is declared to be unable to pay its debts under applicable law; 



 

	 	(iii)	 suspends or threatens to suspend making payments on any of its debts; or 



 

	 	(iv)	 obtains or receives a deferral or suspension of payments, a rescheduling or re-organisation of debt (or certain
debt) or an arrangement with all or a substantial proportion (by number or value) of creditors or of any class of them in respect of such deferral, suspension, rescheduling or re-organisation, strictly by
court order or by the filing of documents with a court. 


  

	(b)	 A moratorium is officially declared (and, if applicable, registered with appropriate authorities) in respect of
any indebtedness of any Transaction Obligor (other than an Approved Manager), 


 Provided however that should a
Transaction Obligor (other than an Approved Manager), by any reason, including without limitation, any actual or anticipated financial difficulties, commence negotiations with one or more of its creditors (including any Finance Party in its capacity
as such) with a view to rescheduling, deferring, re-organising or suspending, any of its indebtedness, the existence of such negotiations or the entry, as a result of such negotiations, into any agreement or
contract with one or more creditors (including any Finance Party in its capacity as such) setting out the terms of any such rescheduling, deferral, reorganisation or suspension of its indebtedness, shall not in itself constitute an Event of Default.

  

	26.8	 Insolvency proceedings 



 

	(a)	 Any corporate action, legal proceedings or other similar legal procedure or similar legal step is taken in
relation to: 


  

	 	(i)	 the suspension of payments, a moratorium of any indebtedness,
winding-up, dissolution, administration or reorganisation of any Transaction Obligor (other than an Approved Manager); 



 

	 	(ii)	 a composition, compromise, assignment or arrangement with any creditor of any Transaction Obligor (other than
an Approved Manager); 


  

	 	(iii)	 the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other
similar officer in respect of any Transaction Obligor (other than an Approved Manager) or any of its assets (other than an Approved Manager); or 


  

	 	(iv)	 enforcement of any Security over any assets of any Transaction Obligor (other than an Approved Manager),



 or any analogous similar legal procedure or similar legal 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 30 days of commencement. 


  

	26.9	 Creditors’ process or Ship arrest 



 

	(a)	 Any expropriation, attachment, sequestration, distress or execution or any analogous process in any
jurisdiction affects any asset or assets of an Obligor and is not discharged within 21 days (or such later period agreed by the Facility Agent acting with the authorisation of the Majority Lenders in their absolute discretion) unless (i) the
Borrower provides evidence acceptable to the Facility Agent (acting on the instructions of the Majority Lenders in their absolute discretion) that that expropriation, attachment, sequestration, 



  
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distress or execution or any analogous process is being contested in good faith on substantial grounds and (ii) the Majority Lenders, in its reasonable opinion, considers that the relevant
Obligor has adequate reserves or the financial ability to satisfy any such claims. 

  

	(b)	 In the case of an arrest or detention of the Ship, the Ship is not redelivered to the full control of the
Borrower, on or before the date falling 21 days (or such later period agreed by the Facility Agent acting with the authorisation of the Majority Lenders in their absolute discretion) after the date of the arrest or detention. 



 

	26.10	 Ownership of the Borrower 



There is any change in the ultimate beneficial ownership or control of the Borrower from that advised in writing to the Facility Agent prior to
the date of this Agreement or there is any change in the direct legal or beneficial ownership or control of the Borrower from the Guarantor as owner of the LLC Shares and the voting rights attaching to the LLC Shares. 

 

	26.11	 Unlawfulness, invalidity and ranking 



 

	(a)	 It is or becomes unlawful for a Transaction Obligor to perform any of its obligations under the Finance
Documents. 


  

	(b)	 Any obligation of a Transaction Obligor under the Finance Documents is not or ceases to be legal, valid,
binding or enforceable 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. 


  

	(d)	 Any Transaction Security proves to have ranked after, or loses its priority to, any other Security.



  

	26.12	 Security imperilled 



Any Security created or intended to be created by a Finance Document is in any way imperilled or in jeopardy. 

 

	26.13	 Cessation of business 



Any Transaction Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.

  

	26.14	 Expropriation 



The authority or ability of a Transaction Obligor to conduct its business is limited or wholly or substantially curtailed by any seizure,
expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any member of the Group or any of its assets other than: 

 

	(a)	 an arrest or detention of the Ship referred to in Clause 26.9 (Creditors’ process or Ship arrest);
or 


  

	(b)	 any Requisition. 


  

	26.15	 Repudiation and rescission of agreements 



A Transaction Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Transaction
Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Transaction Document or any Transaction Security. 

  
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	26.16	 Litigation 



Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or
threatened, or any judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body is made, in relation to any of the Transaction Documents or the transactions contemplated in
any of the Transaction Documents or against any member of the Group or its assets which has a Material Adverse Effect. 
  

	26.17	 Material adverse change 



Any event or circumstance occurs which has a Material Adverse Effect. 

 

	26.18	 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 Borrower: 
  

	(a)	 cancel the Total Commitments, whereupon they shall immediately be cancelled; 



 

	(b)	 declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or
outstanding under the Finance Documents be immediately due and payable, whereupon it shall become immediately due and payable; 


  

	(c)	 declare that all or part of the Loan be payable on demand, whereupon it shall immediately become payable on
demand by the Facility Agent acting on the instructions of the Majority Lenders; and/or 


  

	(d)	 exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions
under the Finance Documents, 


 and the Facility Agent may serve notices under paragraphs (a), (b) and (c) above
simultaneously or on different dates and the Security Agent may take any action referred to in Clause 26.19 (Enforcement of security) if no such notice is served or simultaneously with or at any time after the service of any of such notice.

  

	26.19	 Enforcement of security 



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 26.18 (Acceleration), the Security Agent is entitled to take under any Finance Document or any applicable law or regulation. 

  
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 SECTION 9 

CHANGES TO PARTIES 
  

	27	 CHANGES TO THE LENDERS 



 

	27.1	 Assignments and transfers by the Lenders 



Subject to this Clause 27 (Changes to the Lenders), a Lender (the “Existing Lender”) may without the consent of
any Obligor: 
  

	 	(i)	 assign any of its rights; or 



 

	 	(ii)	 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 or, following the occurrence of an Event of Default which is continuing, to any other person (in each case, the “New
Lender”). 
  

	27.2	 Conditions of assignment or transfer 



 

	(a)	 An assignment will only be effective on: 



 

	 	(i)	 receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from
the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Secured Parties as it would have been under if it were an Original Lender; and 



 

	 	(ii)	 performance by the Facility Agent of all necessary “know your customer” or other similar checks under
all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender. 



 

	(b)	 Each Obligor on behalf of itself and each Transaction Obligor agrees that all rights and interests (present,
future or contingent) which the Existing Lender has under or by virtue of the Finance Documents are assigned to the New Lender absolutely, free of any defects in the Existing Lender’s title and of any rights or equities which the Borrower or
any other Transaction Obligor had against the Existing Lender. 


  

	(c)	 A transfer will only be effective if the procedure set out in Clause 27.5 (Procedure for transfer) is
complied with. 


  

	(d)	 If: 


  

	 	(i)	 a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its
Facility Office; and 


  

	 	(ii)	 as a result of circumstances existing at the date the assignment, transfer or change occurs, a Transaction
Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax Gross Up and Indemnities) or under that clause as incorporated by reference or in full in any other Finance
Document or Clause 13 (Increased Costs), 


 then the New Lender or Lender acting through its new
Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This
paragraph (d) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility. 

  
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	(e)	 Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the
avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which
the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender. 



 

	27.3	 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
$3,500. 
  

	27.4	 Limitation of responsibility of Existing Lenders 



 

	(a)	 Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no
responsibility to a New Lender for: 


  

	 	(i)	 the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents, the Transaction
Security or any other documents; 


  

	 	(ii)	 the financial condition of any Transaction Obligor; 



 

	 	(iii)	 the performance and observance by any Transaction Obligor of its obligations under the Transaction Documents or
any other documents; or 


  

	 	(iv)	 the accuracy of any statements (whether written or oral) made in or in connection with any Transaction Document
or any other document, 


 and any representations or warranties implied by law are excluded. 

 

	(b)	 Each New Lender confirms to the Existing Lender and the other Finance Parties and the Secured Parties that it:



  

	 	(i)	 has made (and shall continue to make) its own independent investigation and assessment of the financial
condition and affairs of each Transaction Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in
connection with any Transaction Document or the Transaction Security; and 


  

	 	(ii)	 will continue to make its own independent appraisal of the creditworthiness of each Transaction Obligor and its
related entities throughout the Security Period. 


  

	(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 27 (Changes to the Lenders); or 



 

	 	(ii)	 support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Transaction Obligor of its obligations under the Transaction Documents or otherwise. 



  
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	27.5	 Procedure for transfer 



 

	(a)	 Subject to the conditions set out in Clause 27.2 (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 in its sole discretion that 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 27.9 (Pro rata interest settlement), on the Transfer Date: 



 

	 	(i)	 to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and
obligations under the Finance Documents and in respect of the Transaction Security, each of the Transaction Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of
the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”);



  

	 	(ii)	 each of the Transaction Obligors and the New Lender shall assume obligations towards one another and/or acquire
rights against one another which differ from the Discharged Rights and Obligations only insofar as that Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Transaction Obligor and the Existing Lender;



  

	 	(iii)	 the Facility Agent, the Security Agent, the 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 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”. 



 

	27.6	 Procedure for assignment 



 

	(a)	 Subject to the conditions set out in Clause 27.2 (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. 


  

	(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 in its sole discretion that 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 27.9 (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; 



  
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	 	(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 27.6 (Procedure for assignment)
to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 27.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from
the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 27.2 (Conditions of assignment or transfer).



  

	27.7	 Copy of Transfer Certificate or Assignment Agreement to Borrower 



The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to
the Borrower a copy of that Transfer Certificate or Assignment Agreement. 
  

	27.8	 Security over Lenders’ rights 



In addition to the other rights provided to Lenders under this Clause 27 (Changes to the Lenders), each Lender may without consulting
with or obtaining consent from any Transaction Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that
Lender including, without limitation: 
  

	(a)	 any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and



  

	(b)	 any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of
obligations owed, or securities issued, by that Lender as security for those obligations or securities, 


 except that no
such charge, assignment or Security shall: 
  

	 	(i)	 release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the
relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or 


  

	 	(ii)	 require any payments to be made by a Transaction Obligor other than or in excess of, or grant to any person any
more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents. 


  

	27.9	 Pro rata interest settlement 



 

	(a)	 If the Facility Agent has notified the Lenders that it is able to distribute interest payments on a
“pro rata basis” to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 27.5 (Procedure for transfer) or any assignment pursuant to Clause 27.6 (Procedure for assignment) the Transfer
Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period): 


  

	 	(i)	 any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the
lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (“Accrued Amounts”) and shall become due and payable to the Existing Lender (without further interest
accruing on 



  
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them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates which falls at six Monthly intervals after the first day of
that Interest Period); and 

  

	 	(ii)	 The rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so
that, for the avoidance of doubt: 


  

	 	(A)	 when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and



  

	 	(B)	 the amount payable to the New Lender on that date will be the amount which would, but for the application of
this Clause 27.9 (Pro rata interest settlement), have been payable to it on that date, but after deduction of the Accrued Amounts. 


  

	(b)	 In this Clause 27.9 (Pro rata interest settlement) references to “Interest Period” shall be
construed to include a reference to any other period for accrual of fees. 


  

	(c)	 An Existing Lender which retains the right to the Accrued Amounts pursuant to this Clause 27.9 (Pro rata
interest settlement) but which does not have a Commitment shall be deemed not to be a Lender for the purposes of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve any request for a consent, waiver,
amendment or other vote of Lenders under the Finance Documents. 


  

	28	 CHANGES TO THE TRANSACTION OBLIGORS 



 

	28.1	 Assignment or transfer by Transaction Obligors 



No Transaction Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents. 

 

	28.2	 Release of security 



 

	(a)	 If a disposal of any asset subject to security created by a Security Document is made in the following
circumstances: 


  

	 	(i)	 the disposal is permitted by the terms of any Finance Document; 



 

	 	(ii)	 all the Lenders agree to the disposal; 



 

	 	(iii)	 the disposal is being made at the request of the Security Agent in circumstances where any security created by
the Security Documents has become enforceable; or 


  

	 	(iv)	 the disposal is being effected by enforcement of a Security Document, 



the Security Agent may release the asset(s) being disposed of from any security over those assets created by a Security Document. However, the
proceeds of any disposal (or an amount corresponding to them) must be applied in accordance with the requirements of the Finance Documents (if any). 
  

	(b)	 If the Security Agent is satisfied that a release is allowed under this Clause 28.2 (Release of security)
(at the request and expense of the Borrower) each Finance Party must enter into any document and do all such other things which are reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Agent
to enter into any such document. Any release will not affect the obligations of any other Transaction Obligor under the Finance Documents. 



  
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 SECTION 10 

THE FINANCE PARTIES 
  

	29	 THE FACILITY AGENT AND THE REFERENCE BANKS 



 

	29.1	 Appointment of the Facility Agent 



 

	(a)	 Each of the Lenders appoints the Facility Agent to act as its agent under and in connection with the Finance
Documents. 


  

	(b)	 Each of the Lenders authorises the Facility Agent to perform the duties, obligations and responsibilities and
to exercise the rights, powers, authorities and discretions specifically given to the Facility Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.



  

	29.2	 Instructions 


  


	(a)	 The Facility Agent shall: 



 

	 	(i)	 unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right,
power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by: 


  

	 	(A)	 all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and



  

	 	(B)	 in all other cases, the Majority Lenders; and 



 

	 	(ii)	 not be liable for any act (or omission) if it acts (or refrains from acting) (A) 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) or (B) in its capacity as Facility Agent under the Transaction Documents (otherwise than by reason of the Facility Agent’s gross negligence or wilful misconduct). 



 

	(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)	 Without prejudice to paragraph (a)(ii) above, paragraph (a)(i) above shall not apply 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)	 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. 



  
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	(f)	 Without prejudice to the remainder of this Clause 29.2 (Instructions), in the absence of instructions,
the Facility Agent shall not be obliged to take any action (or refrain from taking action) even if it considers acting or not acting to be in the best interests of the Finance Parties. 



 

	(g)	 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. 


  

	29.3	 Duties of the Facility Agent 



 

	(a)	 The Facility Agent’s duties under the Finance Documents are solely mechanical and administrative in
nature. 


  

	(b)	 Subject to paragraph (c) below, the Facility Agent shall promptly forward to a Party the original or a
copy of any document or notice which is delivered to the Facility Agent for that Party by any other Party. 


  

	(c)	 Without prejudice to Clause 27.7 (Copy of Transfer Certificate or Assignment Agreement to Borrower),
paragraph (b) above shall not apply to any Transfer Certificate or any Assignment Agreement. 


  

	(d)	 Notwithstanding anything set out in any Transaction Document, the Facility Agent is not obliged to review or
check the adequacy, accuracy or completeness of any document it forwards to another Party. 


  

	(e)	 If the Facility Agent receives notice from a Party referring to any Finance Document, describing a circumstance
and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties but shall not have any duty to verify whether the circumstance described has actually occurred or whether it constitutes a Default.



  

	(f)	 If the Facility Agent is aware of the non-payment of any principal,
interest or any fee payable to a Finance Party under this Agreement, it shall promptly notify the other Finance Parties. 


  

	(g)	 The Facility Agent shall provide to the Borrower within 5 Business Days of a request by the Borrower (but no
more frequently than once per calendar quarter), a list (which may be in electronic form) setting out the names of the Lenders as at that Business Day, their respective Commitments, the address and fax number (and the department or officer, if any,
for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to
enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each
Lender for any payment to be distributed by the Facility Agent to that Lender under the Finance Documents. 


  

	(h)	 The Facility Agent shall have only those duties, obligations and responsibilities expressly specified in the
Finance Documents to which it is expressed to be a party (and no others shall be implied). 


  

	29.4	 No fiduciary duties 



 

	(a)	 Nothing in any Finance Document constitutes the Facility Agent as a trustee or fiduciary of any other person.




  
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	(b)	 The Facility Agent shall not be bound to account to other Finance Party for any sum or the profit element of
any sum received by it for its own account. 


  

	29.5	 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 33.5 (Application of receipts; partial payments). 
  

	29.6	 Business with the Group 



The Facility 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. 
  

	29.7	 Rights and discretions 



 

	(a)	 The Facility Agent may: 



 

	 	(i)	 rely on any representation, communication, notice or document believed by it to be genuine, correct and
appropriately authorised; 


  

	 	(ii)	 assume that: 


  

	 	(A)	 any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties
are duly given in accordance with the terms of the Finance Documents; and 


  

	 	(B)	 unless it has received notice of revocation, that those instructions have not been revoked; and



  

	 	(iii)	 rely on a certificate from any person: 



 

	 	(A)	 as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that
person; or 


  

	 	(B)	 to the effect that such person approves of any particular dealing, transaction, step, action or thing,



 as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and
accuracy of that certificate. 
  

	(b)	 The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the
Finance Parties) that: 


  

	 	(i)	 no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.2 (Non-payment)); 


  

	 	(ii)	 any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been
exercised; and 


  

	 	(iii)	 any notice or request made by the Borrower (other than the Utilisation Request) is made on behalf of and with
the consent and knowledge of all the Transaction Obligors. 


  

	(c)	 The Facility Agent may engage (at the Borrowers’ expense) the advice or services of any lawyers,
accountants, tax advisers, surveyors or other professional advisers or experts. 


  

	(d)	 Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Facility Agent
may at any time engage (at the Borrowers’ expense) the services of any 



  
 96 













 
lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be
desirable. 
  

	(e)	 The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or
other professional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of
its so relying. 


  

	(f)	 The Facility Agent may act in relation to the Finance Documents and the Security Property through its officers,
employees and agents and shall not: 


  

	 	(i)	 be liable for any error of judgment made by any such person; or 



 

	 	(ii)	 be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or
default on the part of any such person, 


 unless such error or such loss was directly caused by the Facility Agent’s
gross negligence or wilful misconduct. 
  

	(g)	 Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any
information it reasonably believes it has received as agent under the Finance Documents. 


  

	(h)	 Without prejudice to Clause 29.4, the Facility Agent is not obliged to do or omit to do anything if it would or
might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. 


  

	(i)	 Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to
expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of
such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it. 


  

	29.8	 Responsibility for documentation 



The Facility Agent is not responsible or liable for: 
  

	(a)	 the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Facility
Agent, the Security Agent, a Transaction Obligor or any other person in, or in connection with, any Transaction Document or the transactions contemplated in the Transaction Documents or any other agreement, arrangement or document entered into, made
or executed in anticipation of, under or in connection with any Transaction Document; or 


  

	(b)	 the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or the Security
Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or 



 

	(c)	 any determination as to whether any information provided or to be provided to any Finance Party or Secured
Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise. 



 

	29.9	 No duty to monitor 



The Facility Agent shall not be bound to enquire: 
  

	(a)	 whether or not any Default has occurred; 



  
 97 














	(b)	 as to the performance, default or any breach by any Transaction Obligor of its obligations under any
Transaction Document; or 


  

	(c)	 whether any other event specified in any Transaction Document has occurred. 



 

	29.10	 Exclusion of liability 



 

	(a)	 Without limiting paragraph (b) below (and without prejudice to paragraph (e) of Clause 33.11
(Disruption to Payment Systems etc.) or any other provision of any Finance Document excluding or limiting the liability of the Facility Agent), the Facility Agent will not be liable for: 



 

	 	(i)	 any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a
result of taking or not taking any action under or in connection with any Transaction Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct; 



 

	 	(ii)	 exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with,
any Transaction Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or



  

	 	(iii)	 any shortfall which arises on the enforcement or realisation of the Security Property; or



  

	 	(iv)	 without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses to any
person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever) arising as a result of: 



 

	 	(A)	 any act, event or circumstance not reasonably within its control; or 



 

	 	(B)	 the general risks of investment in, or the holding of assets in, any jurisdiction, 



including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of
nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption
Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action. 

 

	(b)	 No Party other than the Facility Agent may take any proceedings against any officer, employee or agent of the
Facility Agent in respect of any claim it might have against the Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property and any officer,
employee or agent of the Facility Agent may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act. 



 

	(c)	 The Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with
an amount required under the Finance Documents to be paid by the Facility Agent if the Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing
or settlement system used by the Facility Agent for that purpose. 



  
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	(d)	 Nothing in this Agreement shall oblige the Facility Agent to carry out: 



 

	 	(i)	 any “know your customer” or other checks in relation to any person; or 



 

	 	(ii)	 any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any
Finance Party, 


 on behalf of any Finance Party and each Finance Party confirms to the Facility Agent 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. 
  

	(e)	 Without prejudice to any provision of any Finance Document excluding or limiting the Facility Agent’s
liability, any liability of the Facility Agent arising under or in connection with any Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as
determined by reference to the date of default of the Facility Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Facility Agent at any
time which increase the amount of that loss. In no event shall the Facility Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages,
whether or not the Facility Agent has been advised of the possibility of such loss or damages. 


  

	29.11	 Lenders’ indemnity to the Facility Agent 



 

	(a)	 Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then
zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Facility Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Facility Agent (otherwise than by
reason of the Facility Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 33.11 (Disruption to Payment Systems etc.) notwithstanding the Facility Agent’s negligence,
gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) in acting as Facility Agent under the Finance Documents (unless the Facility Agent has been reimbursed by a
Transaction Obligor pursuant to a Finance Document). 


  

	(b)	 Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any
payment that Lender makes to the Facility Agent pursuant to paragraph (a) above. 


  

	(c)	 Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the
Lender claims reimbursement relates to a liability of the Facility Agent to an Obligor. 


  

	29.12	 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 Borrower. 


  

	(b)	 Alternatively, the Facility Agent may resign by giving 30 days’ notice to the other Finance Parties and
the Borrower, 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 the Borrower’s cost, make available to the successor Facility Agent
such documents and records and provide such assistance as the successor 



  
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Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. The Borrower shall indemnify the retiring Facility Agent prior to
it being required to undertake any actions referred to in this sub-paragraph for the amount of all costs and expenses (including legal fees) to be properly incurred by it in making available such documents and
records and providing such assistance. 

  

	(e)	 All Parties shall consult, co-operate and use commercially reasonable
endeavours to appoint a successor Facility Agent and the retiring 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 (other than its obligations under paragraph (d) above) but shall remain entitled to the benefit of Clause 14.4 (Indemnity to the Facility Agent) and this Clause 29 (The Facility Agent and
the Reference Banks) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Facility Agent. Any fees for the account of the retiring Facility Agent shall cease to
accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. 



 

	(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 but the cost referred to in paragraph (d) above shall be for the account of the Lenders pro-rata
to their Commitments. 


  

	(h)	 The consent of the Borrower (or any other Transaction 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: 


  

	 	(i)	 the Facility Agent fails to respond to a request under Clause 12.7 (FATCA Information) and 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 Borrower 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; 


 and (in each case) a Lender reasonably
believes that a Party will be required to make a FATCA Deduction that would not be required if the Facility Agent were a FATCA Exempt Party, and that Lender, by notice to the Facility Agent, requires it to resign. 

 

	29.13	 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 the division or
department responsible for complying with the obligations assumed by it under 



  
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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. 

  

	(c)	 Without prejudice to Clause 29.4 (No fiduciary duties) and notwithstanding any other provision of any
Finance Document to the contrary, the Facility Agent is not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a
breach of any law or regulation or a breach of a fiduciary duty. 


  

	29.14	 Relationship with the other Finance Parties 



 

	(a)	 Subject to Clause 27.9 (Pro rata interest settlement), the Facility Agent may treat the person shown in
its records as Lender at the opening of business (in the place of the Facility Agent’s principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office. 



 

	 	(i)	 entitled to or liable for any payment due under any Finance Document on that day; and 



 

	 	(ii)	 entitled to receive and act upon any notice, request, document or communication or make any decision or
determination under any Finance Document made or delivered on that day, 


 unless it has received not less than five
Business Days’ prior written notice from that Lender to the contrary in accordance with the terms of this Agreement. 
  

	(b)	 Each Finance Party shall supply the Facility Agent with any information that the Security Agent may reasonably
specify (through the Facility Agent) as being necessary or desirable to enable the Security Agent to perform its functions as Security Agent. Each Finance Party shall deal with the Security Agent exclusively through the Facility Agent and shall not
deal directly with the Security Agent and any reference to any instructions being given by or sought from any Finance Party or group of Finance Parties to or by the Security Agent in this Agreement must be given or sought through the Facility Agent.



  

	(c)	 Any Lender may by notice to the Facility Agent appoint a person to receive on its behalf all notices,
communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under
Clause 36.5 (Electronic communication)) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention
communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 36.2 (Addresses) and sub-paragraph (ii) of paragraph (a) of Clause 36.5 (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. 


  

	29.15	 Credit appraisal by the Finance Parties 



Without affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any
Transaction Document, each Finance Party confirms to the Facility Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any
Transaction Document including but not limited to: 
  

	(a)	 the financial condition, status and nature of each member of the Group; 



  
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	(b)	 the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Security
Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property; 



 

	(c)	 whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any
of its respective assets under, or in connection with, any Transaction Document, the Security Property, the transactions contemplated by the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Transaction Document or the Security Property; 


  

	(d)	 the adequacy, accuracy or completeness of any information provided by the Facility Agent, any Party or by any
other person under, or in connection with, any Transaction Document, the transactions contemplated by any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection
with any Transaction Document; and 


  

	(e)	 the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the
priority of any of the Transaction Security or the existence of any Security affecting the Security Assets. 


  

	29.16	 Facility Agent’s management time 



Any amount payable to the Facility Agent under Clause 14.4 (Indemnity to the Facility Agent), Clause 16 (Costs and Expenses) and
Clause 29.11 (Lenders’ indemnity to the Facility Agent) shall include the cost of utilising the Facility Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the
Facility Agent may notify to the Borrower and the other Finance Parties, and is in addition to any fee paid or payable to the Facility Agent under Clause 11 (Fees). 
  

	29.17	 Deduction from amounts payable by the Facility Agent 



If any Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may, after giving notice to that Party,
deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the
purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted. 
  

	29.18	 Reliance and engagement letters 



Each Secured Party confirms that the Facility Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any
letters or reports already accepted by the Facility Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance
Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such
letters. 
  

	29.19	 Full freedom to enter into transactions 



Without prejudice to Clause 29.6 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of
law or equity to the contrary, the Facility Agent shall be absolutely entitled: 
  

	(a)	 to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or
affecting any Transaction Obligor or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other 



  
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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 the 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. 
  

	29.20	 Majority Lenders’ Instructions 



 

	(a)	 Notwithstanding anything to the contrary contained in the Transaction Documents, the Parties acknowledge that
where any provision in a Transaction Document refers to the Facility Agent being obliged to or entitled to take any specified action, exercise any discretion, make any determination, give any consent or waiver, or act in a certain way in connection
with the transactions contemplated by the Transaction Documents, it shall or may (as the case may be) take such specified action, exercise such discretion, make such determination, give any consent in in accordance with the instructions or
directions of the Majority Lenders or all Lenders, as the case may be) and in doing so shall be deemed to have acted reasonably. 


  

	(b)	 Any instructions given by the Majority Lenders or the Lenders shall be in writing and any instructions by the
Majority Lenders on matters which do not require the consent or instructions of all the Lenders as specified in this Agreement shall be binding on all the Lenders. 



 

	(c)	 The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders or the
Lenders (as the case may be) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. 



 

	(d)	 The Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining the relevant
Finance Party’s consent) in any legal or arbitration proceedings relating to any Transaction Document. 


  

	29.21	 Role of Reference Banks 



 

	(a)	 No Reference Bank is under any obligation to provide a quotation or any other information to the Facility
Agent. 


  

	(b)	 No Reference Bank will be liable for any action taken by it under or in connection with any Finance Document,
or for any Reference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct. 


  

	(c)	 No Party (other than the relevant Reference Bank) may take any proceedings against any officer, employee or
agent of any Reference Bank in respect of any claim it might have 



  
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against that Reference Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document, or to any Reference Bank Quotation, and any
officer, employee or agent of each Reference Bank may rely on this Clause 29.21 (Role of Reference Banks) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act. 


 

	29.22	 Third Party Reference Banks 



A Reference Bank which is not a Party may rely on Clause 29.21 (Role of Reference Banks), Clause 42.3 (Other exceptions) and
Clause 44 (Confidentiality of Funding Rates and Reference Bank Quotations) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act. 

 

	30	 THE SECURITY AGENT 



 

	30.1	 Trust 


  

	(a)	 The Security Agent declares that it holds the Security Property on trust for the Secured Parties on the terms
contained in this Agreement and shall deal with the Security Property in accordance with this Clause 30 (The Security Agent) and the other provisions of the Finance Documents. 



 

	(b)	 Each other Finance Party authorises the Security Agent to perform the duties, obligations and responsibilities
and to exercise the rights, powers, authorities and discretions specifically given to the Security Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.



  

	30.2	 Parallel Debt (Covenant to pay the Security Agent) 



 

	(a)	 Each Obligor irrevocably and unconditionally undertakes to pay to the Security Agent its Parallel Debt which
shall be amounts equal to, and in the currency or currencies of, its Corresponding Debt. 


  

	(b)	 The Parallel Debt of an Obligor: 



 

	 	(i)	 shall become due and payable at the same time as its Corresponding Debt; 



 

	 	(ii)	 is independent and separate from, and without prejudice to, its Corresponding Debt. 



 

	(c)	 For the purposes of this Clause 30.2 (Parallel Debt (Covenant to pay the Security Agent)), the Security
Agent: 


  

	 	(i)	 is the independent and separate creditor of each Parallel Debt; 



 

	 	(ii)	 acts in its own name and not as agent, representative or trustee of the Finance Parties and its claims in
respect of each Parallel Debt shall not be held on trust; and 


  

	 	(iii)	 shall have the independent and separate right to demand payment of each Parallel Debt in its own name
(including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). 



 

	(d)	 The Parallel Debt of an Obligor shall be: 



 

	 	(i)	 decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or
discharged; and 


  

	 	(ii)	 increased to the extent that its Corresponding Debt has increased, 



  
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 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 30.2 (Parallel Debt
(Covenant to pay the Security Agent)) to the extent permitted by applicable law, shall be applied in accordance with Clause 33.5 (Application of receipts; partial payments). 



 

	(f)	 This Clause 30.2 (Parallel Debt (Covenant to pay the Security Agent)) shall apply, with any necessary
modifications, to each Finance Document. 


  

	30.3	 Enforcement through Security Agent only 



The Secured Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any
right, power, authority or discretion arising under the Security Documents except through the Security Agent. 
  

	30.4	 Instructions 


  


	(a)	 The Security Agent shall: 



 

	 	(i)	 unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right,
power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by: 


  

	 	(A)	 all Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates the matter is
an all Lender decision; and 


  

	 	(B)	 in all other cases, the Majority Lenders (or the Facility Agent on their behalf); and 



 

	 	(ii)	 not be liable for any act (or omission) if it acts (or refrains from acting) (A) 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) or (B) in its capacity as Security Agent under the Transaction Documents (otherwise than by reason of the Security Agent’s gross negligence or wilful misconduct. 



 

	(b)	 The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the
Majority Lenders (or the Facility Agent on their behalf) (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties) as to
whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives any such instructions or clarification that it has
requested. 


  

	(c)	 Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties
under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Security Agent by the Facility Agent (acting on the instructions of the Majority Lenders) shall override any
conflicting instructions given by any other Parties and will be binding on all Finance Parties. 



  
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	(d)	 Without prejudice to paragraph (a)(ii) above, paragraph (a)(i) shall not apply: 



 

	 	(i)	 in respect of any provision which protects the Security Agent’s own position in its personal capacity as
opposed to its role of Security Agent for the relevant Secured Parties. 


  

	 	(ii)	 in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority
under any of: 


  

	 	(A)	 Clause 30.28 (Application of receipts); 



 

	 	(B)	 Clause 30.29 (Permitted Deductions); and 



 

	 	(C)	 Clause 30.30 (Prospective liabilities). 



 

	(e)	 The Security Agent may refrain from acting in accordance with any instructions of any Finance Party or group of
Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss
or liability (together with any applicable VAT) which it may incur in complying with those instructions. 


  

	(f)	 Without prejudice to the remainder of this Clause 30.4 (Instructions), in the absence of instructions,
the Security Agent may (but shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate. 



 

	(g)	 The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance
Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (g) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the
Security Documents or enforcement of the Transaction Security or Security Documents. 


  

	30.5	 Duties of the Security Agent 



 

	(a)	 The Security Agent’s duties under the Finance Documents are solely mechanical and administrative in
nature. 


  

	(b)	 The Security Agent shall promptly forward to a Party the original or a copy of any document which is delivered
to the Security Agent for that Party by any other Party. 


  

	(c)	 Except where a Finance Document specifically provides otherwise, the Security Agent is not obliged to review or
check the adequacy, accuracy or completeness of any document it forwards to another Party. 


  

	(d)	 If the Security Agent receives notice from a Party referring to any Finance Document, describing a circumstance
and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties but shall not have any duty to verify whether the circumstances described has actually occurred or whether it constitutes a Default.



  

	(e)	 The Security Agent shall have only those duties, obligations and responsibilities expressly specified in the
Finance Documents to which it is expressed to be a party (and no others shall be implied). 


  

	30.6	 No fiduciary duties 



 

	(a)	 Nothing in any Finance Document constitutes the Security Agent as an agent, trustee or fiduciary of any
Transaction Obligor or any other person. 



  
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	(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. 


  

	30.7	 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. 
  

	30.8	 Rights and discretions 



 

	(a)	 The Security Agent may: 



 

	 	(i)	 rely on any representation, communication, notice or document believed by it to be genuine, correct and
appropriately authorised; 


  

	 	(ii)	 assume that: 


  

	 	(A)	 any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties
are duly given in accordance with the terms of the Finance Documents; 


  

	 	(B)	 unless it has received notice of revocation, that those instructions have not been revoked; and



  

	 	(C)	 if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions
under the Finance Documents for so acting have been satisfied; and 


  

	 	(iii)	 rely on a certificate from any person: 



 

	 	(A)	 as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that
person; or 


  

	 	(B)	 to the effect that such person approves of any particular dealing, transaction, step, action or thing,



 as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and
accuracy of that certificate. 
  

	(b)	 The Security Agent shall be entitled to carry out all dealings with the other Finance Parties through the
Facility Agent and may give to the Facility Agent any notice or other communication required to be given by the Security Agent to any Finance Party. 


  

	(c)	 The Security Agent may assume (unless it has received notice to the contrary in its capacity as security agent
for the Secured Parties) that: 


  

	 	(i)	 no Default has occurred; 



 

	 	(ii)	 any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been
exercised; and 


  

	 	(iii)	 any notice or request made by the Borrower (other than the Utilisation Request) is made on behalf of and with
the consent and knowledge of all the Transaction Obligors. 


  

	(d)	 The Security Agent may engage (at the Borrower’s cost) the advice or services of any lawyers, accountants,
tax advisers, surveyors or other professional advisers or experts. 



  
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	(e)	 Without prejudice to the generality of paragraph (c) above or paragraph (f) below, the Security Agent
may at any time engage (at the Borrower’s cost} the services of any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by the Facility Agent or the Lenders} if the Security Agent in its
reasonable opinion deems this to be desirable. 


  

	(f)	 The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or
other professional advisers or experts (whether obtained by the Security Agent or by any other Party} and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of
its so relying. 


  

	(g)	 The Security Agent may act in relation to the Finance Documents and the Security Property through its officers,
employees and agents and shall not: 


  

	 	(i)	 be liable for any error of judgment made by any such person; or 



 

	 	(ii)	 be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or
default on the part of any such person, 


 unless such error or such loss was directly caused by the Security Agent’s
gross negligence or wilful misconduct. 
  

	(h)	 Unless a Finance Document expressly provides otherwise the Security Agent may disclose to any other Party any
information it reasonably believes it has received as security agent under the Finance Documents. 


  

	(i)	 Without prejudice to Clause 30.6 and 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. 



 

	(j)	 Notwithstanding any provision of any Finance Document to the contrary, the Security Agent is not obliged to
expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of
such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it. 


  

	30.9	 Responsibility for documentation 



None of the Security Agent, any Receiver or Delegate is responsible or liable for: 

 

	(a)	 the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Facility
Agent, the Security Agent, a Transaction Obligor or any other person in, or in connection with, any Transaction Document or the transactions contemplated in the Transaction Documents or any other agreement, arrangement or document entered into, made
or executed in anticipation of, under or in connection with any Transaction Document; or 


  

	(b)	 the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or the Security
Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or 



 

	(c)	 any determination as to whether any information provided or to be provided to any Secured Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise. 



  
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	30.10	 No duty to monitor 



The Security Agent shall not be bound to enquire: 
  

	(a)	 whether or not any Default has occurred; 



 

	(b)	 as to the performance, default or any breach by any Transaction Obligor of its obligations under any
Transaction Document; or 


  

	(c)	 whether any other event specified in any Transaction Document has occurred. 



 

	30.11	 Exclusion of liability 



 

	(a)	 Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document
excluding or limiting the liability of the Security Agent or any Receiver or Delegate), none of the Security Agent nor any Receiver or Delegate will be liable for: 



 

	 	(i)	 any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a
result of taking or not taking any action under or in connection with any Transaction Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct; 



 

	 	(ii)	 exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with,
any Transaction Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or



  

	 	(iii)	 any shortfall which arises on the enforcement or realisation of the Security Property; or



  

	 	(iv)	 without prejudice to the generality of sub-paragraphs (i) to (iii)
above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever) arising as a result of: 



 

	 	(A)	 any act, event or circumstance not reasonably within its control; or 



 

	 	(B)	 the general risks of investment in, or the holding of assets in, any jurisdiction, 



including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of
nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption
Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action. 

 

	(b)	 No Party other than the Security Agent, that Receiver or that Delegate (as applicable) may take any proceedings
against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer,
employee or agent in relation to any Transaction Document or any Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 (Third party rights) and the
provisions of the Third Parties Act. 



  
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	(c)	 The Security Agent will not be liable for any delay (or any related consequences) in crediting an account with
an amount required under the Finance Documents to be paid by the Security Agent if the Security Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing
or settlement system used by the Security Agent for that purpose. 


  

	(d)	 Nothing in this Agreement shall oblige the Security Agent to carry out: 



 

	 	(i)	 any “know your customer” or other checks in relation to any person; or 



 

	 	(ii)	 any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any
Finance Party, 


 on behalf of any Finance Party and each Finance Party confirms to the Security Agent that it is solely
responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Security Agent. 
  

	(e)	 Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security
Agent or any Receiver or Delegate, any liability of the Security Agent or any Receiver or Delegate arising under or in connection with any Transaction Document or the Security Property shall be limited to the amount of actual loss which has been
finally judicially determined to have been suffered (as determined by reference to the date of default of the Security Agent. Receiver or Delegate or, if later, the date on which the loss arises as a result of such default) but without reference to
any special conditions or circumstances known to the Security Agent, any Receiver or Delegate at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate be liable for any loss of profits,
goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Security Agent, the Receiver or Delegate has been advised of the possibility of such loss or damages.



  

	30.12	 Lenders’ indemnity to the Security Agent 



 

	(a)	 Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then
zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Security Agent and every Receiver 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 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 Security Agent,
Receiver or Delegate has been reimbursed by a Transaction Obligor pursuant to a Finance Document). 


  

	(b)	 Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any
payment that Lender makes to the Security Agent pursuant to paragraph (a) above. 


  

	(c)	 Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the
Lender claims reimbursement relates to a liability of the Security Agent to an Obligor. 


  

	30.13	 Resignation of the Security Agent 



 

	(a)	 The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the other
Finance Parties and the Borrower. 


  

	(b)	 Alternatively, the Security Agent may resign by giving 30 days’ notice to the other Finance Parties and
the Borrower, in which case the Majority Lenders may appoint a successor Security Agent. 



  
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	(c)	 If the Majority Lenders have not appointed a successor Security Agent in accordance with paragraph
(b) above within 20 days after notice of resignation was given, the retiring Security Agent may appoint a successor Security Agent. 


  

	(d)	 The retiring Security Agent shall, at the Borrower’s 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. The Borrower shall indemnify the retiring
Security Agent prior to it being required to undertake any actions referred to in this sub-paragraph for the amount of all costs and expenses (including legal fees) to be properly incurred by it in making available such documents and records and
providing such assistance. 


  

	(e)	 The Security Agent’s resignation notice shall only take effect upon: 



 

	 	(i)	 the appointment of a successor; and 



 

	 	(ii)	 the transfer, by way of a document expressed as a deed, of all the Security Property to that successor.



  

	(f)	 Upon the appointment of a successor, the retiring Security Agent shall be discharged, by way of a document
executed as a deed, from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 30.25 (Winding up of trust) and paragraph (d) above) but shall remain entitled to the
benefit of Clause 14.5 (Indemnity to the Security Agent) and this Clause 30 (The Security Agent) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as
Security Agent. Any fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as
they would have had if such successor had been an original Party. 


  

	(g)	 The Majority Lenders may, by notice to the Security Agent, require it to resign in accordance with paragraph
(b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the Lenders pro-rata
to their Commitments. 


  

	(h)	 The consent of the Borrower (or any other Transaction Obligor) is not required for an assignment or transfer of
rights and/or obligations by the Security Agent. 


  

	30.14	 Confidentiality 



 

	(a)	 In acting as Security Agent for the Finance Parties, the Security Agent shall be regarded as acting through its
trustee division which shall be treated as a separate entity from any other of its divisions or departments. 


  

	(b)	 If information is received by a division or department of the Security Agent other than the division or
department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Security Agent shall not be deemed to have notice of it nor
shall it be obliged to disclose such information to any Party. 


  

	(c)	 Without prejudice to Clause 30.6 (No fiduciary duties) and notwithstanding any other provision of any
Finance Document to the contrary, the Security Agent is not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a
breach of any law or regulation or a breach of a fiduciary duty. 



  
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	30.15	 Credit appraisal by the Finance Parties 



Without affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any
Transaction Document, each Finance Party confirms to the Security Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any
Transaction Document including but not limited to: 
  

	(a)	 the financial condition, status and nature of each member of the Group; 



 

	(b)	 the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Security
Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property; 



 

	(c)	 whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any
of its respective assets under, or in connection with, any Transaction Document, the Security Property, the transactions contemplated by the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Transaction Document or the Security Property; 


  

	(d)	 the adequacy, accuracy or completeness of any information provided by the Security Agent, any Party or by any
other person under, or in connection with, any Transaction Document, the transactions contemplated by any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection
with any Transaction Document; and 


  

	(e)	 the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the
priority of any of the Transaction Security or the existence of any Security affecting the Security Assets. 


  

	30.16	 Security Agent’s management time 



 

	(a)	 Any amount payable to the Security Agent under Clause 14.5 (Indemnity to the Security Agent), Clause 16
(Costs and Expenses) and Clause 30.12 (Lenders’ indemnity to the Security Agent) shall include the cost of utilising the Security Agent’s management time or other resources and will be calculated on the basis of such
reasonable daily or hourly rates as the Security Agent may notify to the Borrower and the other Finance Parties, and is in addition to any fee paid or payable to the Security Agent under Clause 11 (Fees). 



 

	(b)	 Without prejudice to paragraph (a) above, in the event of: 



 

	 	(i)	 a Default; 


  

	 	(ii)	 the Security Agent being requested by a Transaction Obligor or the Majority Lenders to undertake duties which
the Security Agent and the Borrower 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 Borrower agreeing that it is otherwise appropriate in the circumstances,



 the Borrower shall pay to the Security Agent any additional remuneration (together with any applicable VAT) that may be
agreed between them or determined pursuant to paragraph (c) below. 
  

	(c)	 If the Security Agent and the Borrower fail to agree upon the nature of the duties, or upon the additional
remuneration referred to in paragraph (b) above or whether additional 



  
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remuneration is appropriate in the circumstances, any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Agent and approved
by the Borrower or, failing approval, nominated (on the application of the Security Agent) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the
Borrower) and the determination of any investment bank shall be final and binding upon the Parties. 

  

	30.17	 Reliance and engagement letters 



Each Secured Party confirms that the Security Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any
letters or reports already accepted by the Security Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance
Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such
letters. 
  

	30.18	 No responsibility to perfect Transaction Security 



The Security Agent shall not be liable for any failure to: 
  

	(a)	 require the deposit with it of any deed or document certifying, representing or constituting the title of any
Transaction Obligor to any of the Security Assets; 


  

	(b)	 obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability
or admissibility in evidence of any Finance Document or the Transaction Security; 


  

	(c)	 register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the
Transaction Security) under any law or regulation or to give notice to any person of the execution of any Finance Document or of the Transaction Security; 


  

	(d)	 take, or to require any Transaction Obligor to take, any step to perfect its title to any of the Security
Assets or to render the Transaction Security effective or to secure the creation of any ancillary Security under any law or regulation; or 


  

	(e)	 require any further assurance in relation to any Security Document. 



 

	30.19	 Insurance by Security Agent 



 

	(a)	 The Security Agent shall not be obliged: 



 

	 	(i)	 to insure any of the Security Assets; 



 

	 	(ii)	 to require any other person to maintain any insurance; or 



 

	 	(iii)	 to verify any obligation to arrange or maintain insurance contained in any Finance Document,



 and the Security Agent shall not be liable for any damages, costs or losses to any person as a result of the lack of, or
inadequacy of, any such insurance. 
  

	(b)	 Where the Security Agent is named on any insurance policy as an insured party, it shall not be liable for any
damages, costs or losses to any person as a result of its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind. 



  
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	30.20	 Custodians and nominees 



The Security Agent may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust as the
Security Agent may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under this Agreement and the Security Agent shall not be responsible for any loss, liability,
expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person. 

 

	30.21	 Delegation by the Security Agent 



 

	(a)	 Each of the Security Agent, any Receiver and any Delegate may, at any time, delegate by power of attorney or
otherwise to any person for any period, all or any right, power, authority or discretion vested in it in its capacity as such. 


  

	(b)	 That delegation may be made upon any terms and conditions (including the power to sub delegate) and subject to
any restrictions that the Security Agent, that Receiver or that Delegate (as the case may be) may, in its discretion, think fit in the interests of the Secured Parties. 



 

	(c)	 No Security Agent, Receiver or Delegate shall be bound to supervise, or be in any way responsible for any
damages, costs or losses incurred by reason of any misconduct, omission or default on the part of any such delegate or sub delegate. 


  

	30.22	 Additional Security Agents 



 

	(a)	 The Security Agent may at any time appoint (and subsequently remove) any person to act as a separate trustee or
as a co-trustee jointly with it: 


  

	 	(i)	 if it considers that appointment to be in the interests of the Secured Parties; or 



 

	 	(ii)	 for the purposes of conforming to any legal requirement, restriction or condition which the Security Agent
deems to be relevant; or 


  

	 	(iii)	 for obtaining or enforcing any judgment in any jurisdiction, 



and the Security Agent shall give prior notice to the Borrower and the Finance Parties of that appointment. 

 

	(b)	 Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding those given
to the Security Agent under or in connection with the Finance Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment. 



 

	(c)	 The remuneration that the Security Agent may pay to that person, and any costs and expenses (together with any
applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Agent. 



 

	30.23	 Acceptance of title 



The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any
Transaction Obligor may have to any of the Security Assets and shall not be liable for or bound to require any Transaction Obligor to remedy any defect in its right or title. 

  
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	30.24	 Releases 



Upon a disposal of any of the Security Assets pursuant to the enforcement of the Transaction Security by a Receiver, a Delegate or the Security
Agent, the Security Agent is irrevocably authorised (at the cost of the Obligors and without any consent, sanction, authority or further confirmation from any other Secured Party) to release, without recourse or warranty, that property from the
Transaction Security and to execute any release of the Transaction Security or other claim over that asset and to issue any certificates of non-crystallisation of floating charges that may be required or desirable. 

 

	30.25	 Winding up of trust 



If the Security Agent, with the approval of the Facility Agent (acting on the instructions of the Majority Lenders) determines (acting on the
instructions of the Majority Lenders) that: 
  

	(a)	 all of the Secured Liabilities and all other obligations secured by the Security Documents have been fully and
finally discharged; and 


  

	(b)	 no Secured Party is under any commitment, obligation or liability (actual or contingent) to make advances or
provide other financial accommodation to any Transaction Obligor pursuant to the Finance Documents, 


 then 

 

	 	(i)	 the trusts set out in this Agreement shall be wound up and the Security Agent shall release, without recourse
or warranty, all of the Transaction Security and the rights of the Security Agent under each of the Security Documents; and 


  

	 	(ii)	 any Security Agent which has resigned pursuant to Clause 30.13 (Resignation of the Security Agent) shall
release, without recourse or warranty, all of its rights under each Security Document. 


  

	30.26	 Powers supplemental to Trustee Acts 



The rights, powers, authorities and discretions given to the Security Agent under or in connection with the Finance Documents shall be
supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Agent by law or regulation or otherwise. 
  

	30.27	 Disapplication of Trustee Acts 



Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the trusts constituted by this
Agreement and the other Finance Documents. Where there are any inconsistencies between (i) the Trustee Acts 1925 and 2000 and (ii) the provisions of this Agreement and any other Finance Document, the provisions of this Agreement and any
other Finance Document shall, to the extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement and any other Finance Document shall constitute a restriction or
exclusion for the purposes of the Trustee Act 2000. 
  

	30.28	 Application of receipts 



All amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Finance Document, under Clause 30.2
(Parallel Debt (Covenant to pay the Security Agent)) or in connection with the realisation or enforcement of all or any part of the Security Property (for the purposes of this Clause 30 (The Security Agent), the
“Recoveries”) shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and


  
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subject to the remaining provisions of this Clause 30 (The Security Agent)), in the following order of priority: 
  

	(a)	 in discharging any sums owing to the Security Agent (in its capacity as such) other than pursuant to Clause
30.2 (Parallel Debt (Covenant to pay the Security Agent)) or any Receiver or Delegate; 


  

	(b)	 in payment or distribution to the Facility Agent, on its behalf and on behalf of the other Secured Parties, for
application towards the discharge of all sums due and payable by any Transaction Obligor under any of the Finance Documents in accordance with Clause 33.5 (Application of receipts; partial payments); 



 

	(c)	 if none of the Transaction Obligors is under any further actual or contingent liability under any Finance
Document, in payment or distribution to any person to whom the Security Agent is obliged to pay or distribute in priority to any Transaction Obligor; and 


  

	(d)	 the balance, if any, in payment or distribution to the relevant Transaction Obligor. 



 

	30.29	 Permitted Deductions 



The Security Agent may, in its discretion: 
  

	(a)	 set aside by way of reserve amounts required to meet, and to make and pay, any deductions and withholdings (on
account of Taxes or otherwise) which it is or may be required by any applicable law to make from any distribution or payment made by it under this Agreement; and 



 

	(b)	 pay all Taxes which may be assessed against it in respect of any of the Security Property, or as a consequence
of performing its duties, or by virtue of its capacity as Security Agent under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this Agreement). 



 

	30.30	 Prospective liabilities 



Following enforcement of any of the Transaction Security, the Security Agent may, in its discretion, or at the request of the Facility Agent,
hold any Recoveries in a 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 for later payment to the Facility Agent for
application in accordance with Clause 30.28 (Application of receipts) in respect of: 
  

	(a)	 any sum to the Security Agent, any Receiver or any Delegate; and 



 

	(b)	 any part of the Secured Liabilities, 



that the Security Agent or, in the case of paragraph (b) only, the Facility Agent, reasonably considers, in each case, might become due or
owing at any time in the future. 
  

	30.31	 Currency conversion 



 

	(a)	 For the purpose of, or pending the discharge of, any of the Secured Liabilities the Security Agent may convert
any moneys received or recovered by the Security Agent from one currency to another, at a market rate of exchange. 


  

	(b)	 The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of
the amount of the due currency purchased after deducting the costs of conversion. 



  
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	30.32	 Good discharge 



 

	(a)	 Any payment to be made in respect of the Secured Liabilities by the Security Agent may be made to the Facility
Agent on behalf of the Secured Parties and any payment made in that way shall be a good discharge, to the extent of that payment, by the Security Agent. 


  

	(b)	 The Security Agent is under no obligation to make the payments to the Facility Agent under paragraph
(a) above in the same currency as that in which the obligations and liabilities owing to the relevant Finance Party are denominated. 


  

	30.33	 Amounts received by Obligors 



If any of the Obligors receives or recovers any amount which, under the terms of any of the Finance Documents, should have been paid to the
Security Agent, that Obligor will hold the amount received or recovered on trust for the Security Agent and promptly pay that amount to the Security Agent for application in accordance with the terms of this Agreement. 

 

	30.34	 Full freedom to enter into transactions 



Without prejudice to Clause 30.7 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of
law or equity to the contrary, the Security 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 the Borrower or any person who is a party to, or referred to in, a
Finance Document, 


 and, in particular, the Security Agent shall be absolutely entitled, in proposing, evaluating,
negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever
acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived
from the dealings transactions or other matters. 
  

	30.35	 Majority Lenders’ Instructions 



 

	(a)	 Notwithstanding anything to the contrary contained in the Transaction Documents, the Parties acknowledge that
where any provision in Transaction Document refers to the Security Agent being obliged to or entitled to take any specified action, exercise any discretion, make any determination, give any consent or waiver, or act in a certain way in connection
with the transactions contemplated by the Transaction Documents, it shall or may (as the case may be) take such specified action, exercise such discretion, make such determination, give any consent in in accordance with the instructions or
directions of the Facility Agent (acting on the instructions of the Majority Lenders or all Lenders, as the case may be) and in doing so shall be deemed to have acted reasonably. 



  
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	(b)	 Any instructions given by the Majority Lenders shall be in writing and be binding on all the Lenders.



  

	(c)	 The Security Agent may refrain from acting in accordance with the instructions of the Facility Agent until it
has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. 



 

	(d)	 In the absence of instructions from the Facility Agent, the Security Agent shall not be obliged to take any
action. 


 The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining the relevant
Finance Party’s consent) in any legal or arbitration proceedings relating to any Security Document. Subject to the terms of the Transaction Documents, this paragraph (d) shall not apply to any legal or arbitration proceedings relating to
the perfection preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or any Security Documents. 
  

	31	 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. 


  

	32	 SHARING AMONG THE FINANCE PARTIES 



 

	32.1	 Payments to Finance Parties 



If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from a Transaction Obligor other than
in accordance with Clause 33 (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 33 (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 33.5 (Application of receipts; partial payments). 


  

	32.2	 Redistribution of payments 



The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Transaction Obligor and distribute it among the
Finance Parties (other than the Recovering Finance Party) (the “Sharing Finance Parties”) in accordance with Clause 33.5 (Application of receipts; partial payments) towards the obligations of that
Transaction Obligor to the Sharing Finance Parties. 

  
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	32.3	 Recovering Finance Party’s rights 



On a distribution by the Facility Agent under Clause 32.2 (Redistribution of payments) of a payment received by a Recovering Finance
Party from a Transaction Obligor, as between the relevant Transaction Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Transaction Obligor. 

 

	32.4	 Reversal of redistribution 



If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering
Finance Party, then: 
  

	(a)	 each Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility Agent for the account
of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing
Payment which that Recovering Finance Party is required to pay) (the “Redistributed Amount”); and 


  

	(b)	 as between the relevant Transaction Obligor and each relevant Sharing Finance Party, an amount equal to the
relevant Redistributed Amount will be treated as not having been paid by that Transaction Obligor. 


  

	32.5	 Exceptions 


  

	(a)	 This Clause 32 (Sharing among the Finance Parties) shall not apply to the extent that the Recovering
Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Transaction Obligor. 


  

	(b)	 A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering
Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if: 


  

	 	(i)	 it notified that other Finance Party of the legal or arbitration proceedings; and 



 

	 	(ii)	 that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did
not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings. 



  
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 SECTION 11 

ADMINISTRATION 
  

	33	 PAYMENT MECHANICS 



 

	33.1	 Payments to the Facility Agent 



 

	(a)	 On each date on which a Transaction Obligor or a Lender is required to make a payment under a Finance Document,
that Transaction Obligor or Lender shall make an amount equal to such payment available to the Facility Agent (unless a contrary indication appears in a Finance Document) for value on the due date no later than 2:00 p.m. (New York 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 and with such bank as the Facility Agent, in each case, specifies.



  

	33.2	 Distributions by the Facility Agent 



Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 33.3 (Distributions to a
Transaction Obligor) and Clause 33.4 (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 or, in the
case of the Advance, to such account of such person as may be specified by the Borrowers in a Utilisation Request. 
  

	33.3	 Distributions to a Transaction Obligor 



The Facility Agent may (with the consent of the Transaction Obligor or in accordance with Clause 34
(Set-Off)) apply any amount received by it for that Transaction Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Transaction Obligor under
the Finance Documents or in or towards purchase of any amount of any currency to be so applied. 
  

	33.4	 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)	 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. 


  

	33.5	 Application of receipts; partial payments 



 

	(a)	 If the Facility Agent or the Security Agent (as applicable) receives a payment that is insufficient to
discharge all the amounts then due and payable by a Transaction Obligor under the Finance Documents, the Facility Agent or the Security Agent (as applicable) shall apply that payment towards the obligations of that Transaction Obligor under the
Finance Documents in the following order (in addition to any relevant provisions in the Security Documents): 


  

	 	(i)	 first, in or towards payment pro rata of any unpaid fees, costs and expenses of, and any other amounts
owing to, the Facility Agent, the Security Agent, any Receiver or any Delegate under the Finance Documents; 



  
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	 	(ii)	 secondly, in or towards payment pro rata of any accrued interest and fees due but unpaid to the Lenders
under this Agreement; 


  

	 	(iii)	 thirdly, in or towards payment pro rata of any principal due but unpaid to the Lenders under this
Agreement; and 


  

	 	(iv)	 fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.



  

	(b)	 The Facility Agent shall, if so directed by the Majority Lenders, vary, or instruct the Security Agent to vary
(as applicable) the order set out in sub-paragraphs (ii) to (iv) of paragraph (a) above. 


  

	(c)	 Paragraphs (a) and (b) above will override any appropriation made by a Transaction Obligor.



  

	33.6	 No set-off by Transaction Obligors 



All payments to be made by a Transaction Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any
deduction for) set-off or counterclaim. 
  

	33.7	 Business Days 



 

	(a)	 Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be
made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not). 


  

	(b)	 During any extension of the due date for payment of any principal or an Unpaid Sum under this Agreement
interest is payable on the principal or Unpaid Sum at the rate payable on the original due date. 


  

	33.8	 Currency of account 



 

	(a)	 Subject to paragraphs (b) and (c) below, dollars is the currency of account and payment for any sum due
from a Transaction Obligor under any Finance Document. 


  

	(b)	 Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses
or Taxes are incurred. 


  

	(c)	 Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.



  

	33.9	 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 (acting on the instructions of the Majority Lenders) (after consultation with the Borrower); and




  
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	 	(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 on the instructions of the Majority Lenders). 



 

	(b)	 If a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent (acting
on the instructions of the Majority Lenders and after consultation with the Borrower) specifies (acting on the instructions of the Majority Lenders) 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. 


  

	33.10	 Currency Conversion 



 

	(a)	 For the purpose of, or pending any payment to be made by any Servicing Party under any Finance Document, such
Servicing Party may convert any moneys received or recovered by it from one currency to another, at a market rate of exchange. 


  

	(b)	 The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of
the amount of the due currency purchased after deducting the costs of conversion. 


  

	33.11	 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 the
Borrower that a Disruption Event has occurred: 
  

	(a)	 the Facility Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view
to agreeing with the Borrower 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 Borrower 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 Borrower shall (whether or not it is finally
determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 42
(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 33.11 (Disruption to Payment Systems etc.); and 


  

	(f)	 the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.



  

	34	 SET-OFF 



A Finance Party may set off any matured obligation due from a Transaction Obligor under the Finance Documents (to the extent beneficially owned
by that Finance Party) against any matured obligation owed by that Finance Party to that Transaction Obligor, regardless of the 

  
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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. 
  

	35	 BAIL-IN 



Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the parties to a Finance
Document, each Party acknowledges and accepts that any liability of any party to a Finance Document under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution
Authority and acknowledges and accepts to be bound by the effect of: 
  

	(a)	 any Bail-In Action in relation to any such liability, including
(without limitation): 


  

	 	(i)	 a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but
unpaid interest) in respect of any such liability; 


  

	 	(ii)	 a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be
issued to, or conferred on, it; and 


  

	 	(iii)	 a cancellation of any such liability; and 



 

	(b)	 a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability. 


  

	36	 NOTICES 


  

	36.1	 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. 
  

	36.2	 Addresses 



The address, email 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 Borrower, that specified in Schedule 1 (The Parties); 



 

	(b)	 in the case of each Lender 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. 
  

	36.3	 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; 



  
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	 	(ii)	 if by way of email, when such message is received; or 



 

	 	(iii)	 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 36.2 (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 a Transaction Obligor shall be sent through the Facility Agent unless otherwise
specified in any Finance Document. 


  

	(d)	 Any communication or document made or delivered to the Borrower in accordance with this Clause will be deemed
to have been made or delivered to each of the Transaction Obligors. 


  

	(e)	 Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above,
after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day. 


  

	36.4	 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 36.2 (Addresses)
or changing its own address or fax number, the Facility Agent shall notify the other Parties. 
  

	36.5	 Electronic communication 



 

	(a)	 Any communication to be made between any two Parties under or in connection with the Finance Documents may be
made by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those two Parties: 


  

	 	(i)	 notify each other in writing of their electronic mail address and/or any other information required to enable
the transmission of information by that means; and 


  

	 	(ii)	 notify each other of any change to their address or any other such information supplied by them by not less
than five Business Days’ notice. 


  

	(b)	 Any such electronic communication as specified in paragraph (a) above to be made between an Obligor and a
Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication. 



 

	(c)	 Any such electronic communication as specified in paragraph (a) above made between any two Parties will be
effective only when actually received (or made available) in readable form and in the case of any electronic communication made by a Party to the Facility Agent or the Security Agent only if it is addressed in such a manner as the Facility Agent or
the Security Agent shall specify for this purpose. 


  

	(d)	 Any electronic communication which becomes effective, in accordance with paragraph (c) above, after 5.00
p.m. in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day. 



  
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	(e)	 Any reference in a Finance Document to a communication being sent or received shall be construed to include
that communication being made available in accordance with this Clause 36.5 (Electronic communication). 


  

	36.6	 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 (acting on the instructions of the Majority
Lenders), accompanied by a certified English translation prepared by a translator approved by the Facility Agent (acting on the instructions of the Majority Lenders) and, in this case, the English translation will prevail unless the document is a
constitutional, statutory or other official document. 


  

	37	 CALCULATIONS AND CERTIFICATES 



 

	37.1	 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. 
  

	37.2	 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. 
  

	37.3	 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. 
  

	38	 PARTIAL INVALIDITY 



If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any
jurisdiction, neither the legality, validity or enforceability of the remaining provisions under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be
affected or impaired. 
  

	39	 REMEDIES AND WAIVERS 



No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right or remedy under a Finance Document shall
operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Document. No election to affirm any Finance Document on the part of a Secured Party shall be effective unless it is in writing. No single or partial
exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided
by law. 

  
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	40	 SETTLEMENT OR DISCHARGE CONDITIONAL 



Any settlement or discharge under any Finance Document between any Finance Party and any Transaction Obligor shall be conditional upon no
security or payment to any Finance Party by any Transaction Obligor or any other person being set aside, adjusted or ordered to be repaid, whether under any insolvency law or otherwise. 

 

	41	 IRREVOCABLE PAYMENT 



If the Facility Agent considers that an amount paid or discharged by, or on behalf of, a Transaction Obligor or by any other person in
purported payment or discharge of an obligation of that Transaction Obligor to a Secured Party under the Finance Documents is capable of being avoided or otherwise set aside on the liquidation or administration of that Transaction Obligor or
otherwise, then that amount shall not be considered to have been unconditionally and irrevocably paid or discharged for the purposes of the Finance Documents. 
  

	42	 AMENDMENTS AND WAIVERS 



 

	42.1	 Required consents 



 

	(a)	 Subject to Clause 42.2 (All Lender matters) and Clause 42.3 (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
42 (Amendments and Waivers). 


  

	(c)	 Without prejudice to the generality of Clause 29.7 (Rights and discretions), the Facility Agent may at
the Borrowers’ cost, engage and rely on the services of lawyers in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement. 



 

	(d)	 Paragraph (c) of Clause 27.9 (Pro rata interest settlement) shall apply to this Clause 42
(Amendments and Waivers). 


  

	42.2	 All Lender matters 



Subject to Clause 42.4 (Replacement of Screen Rate), an amendment of or waiver or consent in relation to any term of any Finance
Document that has the effect of changing or which relates to: 
  

	(a)	 the definition of “Majority Lenders” in Clause 1.1 (Definitions); 



 

	(b)	 a postponement to or extension of the date of payment of any amount under the Finance Documents;



  

	(c)	 a reduction in the Margin or the amount of any payment of principal, interest, fees or commission payable;



  

	(d)	 a change in currency of payment of any amount under the Finance Documents; 



 

	(e)	 an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any
requirement that a cancellation of Commitments reduces the Commitments rateably under the Facility; 


  

	(f)	 a change to any Transaction Obligor other than in accordance with Clause 28 (Changes to the
Transaction Obligors); 



  
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	(g)	 any provision which expressly requires the consent of all the Lenders; 



 

	(h)	 this Clause 42 (Amendments and Waivers); 



 

	(i)	 any change to the preamble (Background), Clause 2 (The Facility), Clause 3 (Purpose), Clause 5
(Utilisation), Clause 6.2 (Effect of cancellation and prepayment on scheduled repayments), Clause 7.4 (Mandatory prepayment on sale or Total Loss), Clause 8 (Interest), Clause 25 (Earnings Account and Application of
Earnings ), Clause 27 (Changes to the Lenders), Clause 32 (Sharing among the Finance Parties), Clause 46 (Governing Law) or Clause 47 (Enforcement); 



 

	(j)	 unless otherwise specified in the relevant Finance Document, any release of, or material variation to, any
Transaction Security, guarantee, indemnity or subordination arrangement set out in a Finance Document (except in the case of a release of Transaction Security as it relates to the disposal of an asset which is the subject of the Transaction Security
and where such disposal is expressly permitted by the Majority Lenders or otherwise under a Finance Document); 


  

	(k)	 (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of:



  

	 	(i)	 the guarantee and indemnity granted under Clause 17 (Guarantee and Indemnity); 



 

	 	(ii)	 the Security Assets; or 



 

	 	(iii)	 the manner in which the proceeds of enforcement of the Transaction Security are distributed,



 (except in the case of sub-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); 

 

	(l)	 the release of the guarantee and indemnity granted under Clause 17 (Guarantee and Indemnity) or of any
Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this
Agreement or any other Finance Document, 


 shall not be made, or given, without the prior consent of all the Lenders. 

 

	42.3	 Other exceptions 



 

	(a)	 An amendment or waiver which relates to the rights or obligations of a Servicing Party or a Reference Bank
(each in their capacity as such) may not be effected without the consent of that Servicing Party or that Reference Bank, as the case may be. 


  

	(b)	 The Borrower and the Facility Agent or the Security Agent, as applicable, may amend or waive a term of a Fee
Letter to which they are party. 


  

	42.4	 Replacement of Screen Rate 



 

	(a)	 Subject to Clause 42.3 (Other exceptions), if the Screen Rate is not available for dollars, any
amendment or waiver which relates to providing for another benchmark rate to apply in relation to dollars, in place of that Screen Rate (or which relates to aligning any provision of a Finance Document to the use of that benchmark rate) may be made
with the consent of the Majority Lenders and the Borrower. 


  

	(b)	 If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above
within 3 Business Days (unless the Borrower and the Facility Agent 



  
 127 














	 	
(acting on the instructions of the Majority Lenders) agree to a longer time period in relation to any request) of that request being made: 


 

	 	(i)	 its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining
whether any relevant percentage of Total Commitments has been obtained to approve that request; and 


  

	 	(ii)	 its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any
specified group of Lenders has been obtained to approve that request. 


  

	42.5	 Obligor Intent 



Without prejudice to the generality of Clauses 1.2 (Construction) and 17.4 (Waiver of defences), each Obligor expressly confirms
that it intends that any guarantee contained in this Agreement or any other Finance Document and any Security created by any Finance Document shall extend from time to time to any (however fundamental) variation, increase, extension or addition of
or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital;
enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which
any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing. 
  

	43	 CONFIDENTIAL INFORMATION 



 

	43.1	 Confidentiality 



Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by
Clause 43.2 (Disclosure of Confidential Information) and Clause 43.3 (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. 
  

	43.2	 Disclosure of Confidential Information 



Any Finance Party may disclose: 
  

	(a)	 to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional
advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in
writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to
maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information; 


  

	(b)	 to any person: 


  

	 	(i)	 to (or through) whom it assigns or transfers (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; 



  
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	 	(ii)	 with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Transaction Obligors and to any of that
person’s Affiliates, Related Funds, Representatives and professional advisers; 


  

	 	(iii)	 appointed by any Finance Party or by a person to whom sub-paragraph
(i) or (ii) of paragraph (b) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph
(c) of Clause 29.14 (Relationship with the other Finance Parties)); 


  

	 	(iv)	 who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or
indirectly, any transaction referred to in sub-paragraph (i) or (ii) of paragraph (b) above; 


  

	 	(v)	 to whom information is required or requested to be disclosed by any court of competent jurisdiction or any
governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation; 



 

	 	(vi)	 to whom information is required to be disclosed in connection with, and for the purposes of, any litigation,
arbitrations, administrative or other investigations, proceedings or disputes; 


  

	 	(vii)	 to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so)
pursuant to Clause 27.8 (Security over Lenders’ rights); 


  

	 	(viii)	 who is a Party, a member of the Group or any related entity of a Transaction Obligor; 



 

	 	(ix)	 as a result of the registration of any Finance Document as contemplated by any Finance Document or any legal
opinion obtained in connection with any Finance Document; or 


  

	 	(x)	 with the consent of the Borrower; 



in each case, such Confidential Information as that Finance Party shall consider appropriate if: 

 

	 	(A)	 in relation to sub-paragraphs (i), (ii) and (iii) of paragraph
(b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and
is subject to professional obligations to maintain the confidentiality of the Confidential Information; 


  

	 	(B)	 in relation to sub-paragraph (iv) of paragraph (b) above, the
person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or
all of such Confidential Information may be price-sensitive information; 


  

	 	(C)	 in relation to sub-paragraphs (v), (vi) and (vii) of paragraph
(b) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement
to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances; 



  
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	(c)	 to any person appointed by that Finance Party or by a person to whom
sub-paragraph (i) or (ii) of paragraph (b) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation
to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the
service provider to whom the Confidential Information is to be given has entered in to a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or
such other form of confidentiality undertaking agreed between the Borrower and the relevant Finance Party; and 


  

	(d)	 to any rating agency (including its professional advisers) such Confidential Information as may be required to
be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Transaction Obligors if the rating agency to whom the Confidential Information is to be given is informed of its
confidential nature and that some or all of such Confidential Information may be price-sensitive information. 


  

	43.3	 Disclosure to numbering service providers 



 

	(a)	 Any Finance Party may disclose to any national or international numbering service provider appointed by that
Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more Transaction Obligors the following information: 



 

	 	(i)	 names of Transaction Obligors; 



 

	 	(ii)	 country of domicile of Transaction Obligors; 



 

	 	(iii)	 place of incorporation of Transaction Obligors; 



 

	 	(iv)	 date of this Agreement; 



 

	 	(v)	 Clause 46 (Governing Law); 



 

	 	(vi)	 the name of the Facility Agent; 



 

	 	(vii)	 date of each amendment and restatement of this Agreement; 



 

	 	(viii)	 amount of Total Commitments; 



 

	 	(ix)	 currency of the Facility; 



 

	 	(x)	 type of Facility; 


  

	 	(xi)	 ranking of Facility; 



 

	 	(xii)	 Termination Date for Facility; 



 

	 	(xiii)	 changes to any of the information previously supplied pursuant to
sub-paragraphs (i) to (xii) above; and 


  

	 	(xiv)	 such other information agreed between such Finance Party and the Borrower, 



to enable such numbering service provider to provide its usual syndicated loan numbering identification services. 

  
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	(b)	 The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility
and/or one or more Transaction Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service
provider. 


  

	(c)	 Each Obligor represents, on behalf of itself and the other Transaction Obligors, that none of the information
set out in sub-paragraphs (i) to (xiv) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information. 



 

	43.4	 Entire agreement 



This Clause 43 (Confidential Information) constitutes the entire agreement between the Parties in relation to the obligations of the
Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information. 

 

	43.5	 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. 
  

	43.6	 Notification of disclosure 



Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower: 

 

	(a)	 of the circumstances of any disclosure of Confidential Information made pursuant to sub-paragraph (v) of
paragraph (b) of Clause 43.2 (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 43
(Confidential Information). 


  

	43.7	 Continuing obligations 



The obligations in this Clause 43 (Confidential Information) are continuing and, in particular, shall survive and remain binding on each
Finance Party for a period of 12 months from the earlier of: 
  

	(a)	 the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid
in full and all Commitments have been cancelled or otherwise cease to be available; and 


  

	(b)	 the date on which such Finance Party otherwise ceases to be a Finance Party. 



 

	44	 CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS 



 

	44.1	 Confidentiality and disclosure 



 

	(a)	 The Facility Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent,
each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below. 



  
 131 














	(b)	 The Facility Agent may disclose: 



 

	 	(i)	 any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the Borrower pursuant
to Clause 8.4 (Notification of rates of interest); and 


  

	 	(ii)	 any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration
services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality
agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or
Reference Bank, as the case may be. 


  

	(c)	 The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose
any Funding Rate, to: 


  

	 	(i)	 any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors,
partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this sub-paragraph (i) is informed in writing of its confidential nature and
that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is
otherwise bound by requirements of confidentiality in relation to it; 


  

	 	(ii)	 any person to whom information is required or requested to be disclosed by any court of competent jurisdiction
or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to
be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it
is not practicable to do so in the circumstances; 


  

	 	(iii)	 any person to whom information is required to be disclosed in connection with, and for the purposes of, any
litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price
sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and 



 

	 	(iv)	 any person with the consent of the relevant Lender or Reference Bank, as the case may be.



  

	(d)	 The Facility Agent’s obligations in this Clause 44 (Confidentiality of Funding Rates and Reference Bank
Quotations) relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 8.4 (Notification of rates of interest) provided that (other than pursuant to sub-paragraph (i) of paragraph (b) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification. 



 

	44.2	 Related obligations 



 

	(a)	 The Facility Agent and each Obligor acknowledge that each Funding Rate (and, in the case of the Facility Agent,
each Reference Bank Quotation) is or may be price sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Facility Agent and each
Obligor undertake not to use any Funding Rate or, in the case of the Facility Agent, any Reference Bank Quotation for any unlawful purpose. 



  
 132 














	(b)	 The Facility Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the
relevant Lender or Reference Bank, as the case may be: 


  

	 	(i)	 of the circumstances of any disclosure made pursuant to sub-paragraph
(ii) of paragraph (c) of Clause 44.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and



  

	 	(ii)	 upon becoming aware that any information has been disclosed in breach of this Clause 44 (Confidentiality of
Funding Rates and Reference Bank Quotations). 


  

	44.3	 No Event of Default 



No Event of Default will occur under Clause 26.4 (Other obligations) by reason only of an Obligor’s failure to comply with this
Clause 44 (Confidentiality of Funding Rates and Reference Bank Quotations). 
  

	45	 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. 

  
 133 













 SECTION 12 

GOVERNING LAW AND ENFORCEMENT 
  

	46	 GOVERNING LAW 



This Agreement and any non-contractual obligations arising out of or in connection with it are governed
by English law. 
  

	47	 ENFORCEMENT 


  

	47.1	 Jurisdiction 


  


	(a)	 Unless specifically provided in another Finance Document in relation to that Finance Document, the courts of
England have exclusive jurisdiction to settle any dispute arising out of or in connection with any Finance Document (including a dispute regarding the existence, validity or termination of any Finance Document or any
non-contractual obligation arising out of or in connection with any Finance Document) (a “Dispute”). 


  


	(b)	 The Obligors accept that the courts of England are the most appropriate and convenient courts to settle
Disputes and accordingly no Obligor will argue to the contrary. 


  

	(c)	 This Clause 47.1 (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. 



 

	47.2	 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 Saville & Co. at its registered office for the time being, presently at One Carey
Lane, London EC2V 8AE, England, as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and 



 

	 	(ii)	 agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the
proceedings concerned. 


  

	(b)	 If any person appointed as an agent for service of process is unable for any reason to act as agent for service
of process, the Borrower (on behalf of all the Obligors) must immediately (and in any event within 5 days of such event taking place) appoint another agent on terms acceptable to the Facility Agent. Failing this, the Facility Agent may appoint
another agent for this purpose. 


  

	48	 PATRIOT ACT NOTICE 



 

	48.1	 PATRIOT Act Notice 



Each of the Facility Agent and the Lenders hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act and the policies
and practices of the Facility Agent and each Lender, the Facility Agent and each of the Lenders is required to obtain, verify and record certain information and documentation that identifies each Transaction Obligor, which information includes the
name and address of each Transaction Obligor and such other information that will allow the Facility Agent and each of the Lenders to identify each Transaction Obligor in accordance with the PATRIOT Act. 

This Agreement has been entered into on the date stated at the beginning of this Agreement. 

  
 134 













 SCHEDULE 1 

THE PARTIES 
 PART A

 THE OBLIGORS 
  

							
	Name of Borrower	  	Place of Incorporation	  	 Registration number

(or equivalent, if

any)
	  	Address for Communication
	Leonidas Marine LLC	  	Marshall Islands	  	961847	  	c/o Technomar Shipping Inc.
		  		  		  	3-5 Menandrou Street
		  		  		  	145 61 Kifissia
		  		  		  	Greece
				
		  		  		  	Fax no: +30 210 80 84 224
				
	Name of Guarantor	  	Place of Incorporation	  	 Registration number

(or equivalent, if

any)
	  	Address for Communication
	Poseidon Containers	  	Marshall Islands	  	961853	  	c/o Technomar Shipping Inc.
	Holdings LLC	  		  		  	3-5 Menandrou Street
		  		  		  	145 61 Kifissia
		  		  		  	Greece
				
		  		  		  	Fax no: +30 210 80 84 224


  
 135 













 PART B 

THE ORIGINAL LENDERS 
  

					
	Name of Original Lender	  	Commitment	    	Address for Communication
	EnTrustPermal ICAV, for and	  	$9,845,496	    	EnTrustPermal ICAV
	on behalf of Blue Ocean Fund	  		    	
		  		    	c/o EnTrustPermal Partners
		  		    	Offshore LP
		  		    	375 Park Avenue
		  		    	New York, NY 10152
			
		  		    	Facsimile: +1 212 888 0751
			
		  		    	Email: sengh@entrustpermal.com
		  		    	/odonnerstein@entrustpermal.com/
		  		    	bkahne@entrustpermal.com
			
		  		    	Attention: Svein Engh/ Omer
		  		    	Donnerstein / Bruce Kahne
			
	Blue Ocean Onshore Fund LP	  	$9,654,504	    	Blue Ocean Onshore Fund LP
		  		    	c/o EnTrust Partners LLC
		  		    	375 Park Avenue
		  		    	New York, NY 10152
			
		  		    	Facsimile: +1 212 888 0751
			
		  		    	Email: sengh@entrustpermal.com
		  		    	/odonnerstein@entrustpermal.com/
		  		    	bkahne@entrustpermal.com
			
		  		    	Attention: Svein Engh/ Omer
		  		    	Donnerstein /Bruce Kahne


  
 136 













 PART C 

THE SERVICING PARTIES 
  

			
	Name of Facility Agent	  	Address for Communication
	Wilmington Trust, National Association	  	50 South Sixth Street
		  	Suite 1290
		  	Minneapolis, MN 55402
		  	USA
		
		  	Attn: Josh James
		
		  	Fax: +1 612-217-5651
		
		  	Email: jjames@wilmingtontrust.com
		
	Name of Security Agent	  	Address for Communication
	Wilmington Trust, National Association	  	50 South Sixth Street
		  	Suite 1290
		  	Minneapolis, MN 55402
		  	USA
		
		  	Attn: Josh James
		
		  	Fax: +1 612-217-5651
		
		  	Email: jjames@wilmingtontrust.com


  
 137 













 SCHEDULE 2 

CONDITIONS PRECEDENT 

PART A 
 CONDITIONS
PRECEDENT TO UTILISATION REQUEST 
  

	1	 Obligors 


  

	1.1	 A copy of the constitutional documents of each Transaction Obligor. 



 

	1.2	 A copy of a resolution of the board of directors or, as applicable members of each Transaction 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, the Utilisation Request) 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 Transaction Obligor authorising a specified person or persons to
execute the Finance Documents to which it is a party. 


  

	1.4	 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above.



  

	1.5	 A copy of a resolution signed by the Guarantor as the holder of the limited liability company interests in the
Borrower, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Borrower is a party. 


  

	1.6	 A certificate of each Transaction Obligor that is incorporated outside the UK (signed by a director or officer)
certifying either that (i) it has not delivered particulars of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or (ii) it has a UK Establishment and specifying the name and registered number
under which it is registered with the Registrar of Companies. 


  

	1.7	 A certificate of an authorised signatory of the relevant Transaction Obligor certifying that each copy document
relating to it specified in this Part A of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. 



 

	2	 Finance Documents 



 

	2.1	 A duly executed original of the Subordination Agreement and copies of each Subordinated Finance Document.



  

	2.2	 A duly executed original of any Finance Document not otherwise referred to in this Schedule 2 (Conditions
Precedent). 


  

	2.3	 A duly executed original of any other document required to be delivered by each Finance Document if not
otherwise referred to this Schedule 2 (Conditions Precedent). 



  
 138 














	3	 Security 


  

	3.1	 A duly executed original of the Account Security and of the Shares Security (and of each document to be
delivered under each of them). 


  

	4	 Legal opinions 



 

	4.1	 A legal opinion of Watson Farley & Williams LLP, legal advisers to the Facility Agent and the Security
Agent in England, substantially in the form distributed to the Original Lenders before signing this Agreement. 


  

	4.2	 If a Transaction Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the
legal advisers to the Facility Agent and the Security Agent in the relevant jurisdiction, substantially in the form distributed to the Original Lenders before signing this Agreement. 



 

	5	 Other documents and evidence 



 

	5.1	 Evidence that any process agent referred to in Clause 47.2 (Service of process), if not an Obligor, has
accepted its appointment. 


  

	5.2	 A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers
(acting on the instructions of the Majority Lenders) to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the
validity and enforceability of any Transaction Document. 


  

	5.3	 The Original Financial Statements of the Borrower and the Guarantor. 



 

	5.4	 The original of any mandates or other documents required in connection with the opening or operation of the
Earnings Account. 


  

	5.5	 Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and
Clause 16 (Costs and Expenses) have been paid or will be paid on or before the Utilisation Date. 


  

	5.6	 Evidence satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) that the
shareholders’ equity of $5,000,000 has been paid in to the Guarantor. 


  

	5.7	 Such evidence as may be required 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. 



  
 139 













 PART B 

CONDITIONS PRECEDENT TO UTILISATION 
  

	1	 Borrower 



A certificate of an authorised signatory of the Borrower certifying that each copy document which it is required to provide under this Part B
Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect as at the Utilisation Date. 
  

	2	 Release of Existing Security 



An original of each Deed of Release and of each document to be delivered under or pursuant to it, together with evidence satisfactory to the
Facility Agent (acting on the instructions of the Majority Lenders) of its due execution by the parties to it. 
  

	3	 Ship and other security 



 

	3.1	 A duly executed original of the Mortgage, the General Assignment and any Charter Assignment and of each
document to be delivered under or pursuant to each of them together with documentary evidence that the Mortgage has been duly registered or recorded (as applicable) as a valid first preferred or priority (as applicable) ship mortgage in accordance
with the laws of the jurisdiction of the Approved Flag. 


  

	3.2	 Documentary evidence that the Ship: 



 

	(a)	 is definitively and permanently registered in the name of the Borrower under the Approved Flag.



  

	(b)	 is in the absolute and unencumbered ownership of the Borrower save as contemplated by the Finance Documents;



  

	(c)	 maintains the Approved Classification with the Approved Classification Society free of all recommendations and
conditions of the Approved Classification Society; and 


  

	(d)	 is insured in accordance with the provisions of this Agreement and all requirements in this Agreement in
respect of insurances have been complied with. 


  

	3.3	 Documents establishing that the Ship will, as from the Utilisation Date, be managed commercially by the
Approved Commercial Manager and managed technically by the 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 


  

	(b)	 copies of the Approved Technical Manager’s Document of Compliance and of the Ship’s Safety Management
Certificate (together with any other details of the applicable Safety Management System which the Facility Agent requires (acting on the instructions of the Majority Lenders)) and of any other documents required under the ISM Code and the ISPS Code
in relation to the Ship including without limitation an ISSC. 


  

	3.4	 An opinion from an independent insurance consultant acceptable to the Facility Agent on (acting on the
instructions of the Majority Lenders) on such matters relating to the Insurances as the Facility Agent may require (acting on the instructions of the Majority Lenders). 



 

	3.5	 A valuation of the Ship dated 19 June 2017 from Barry Rogliano Salles which shows a value for the Ship
acceptable to the Lenders. 



  
 140 














	4	 Legal opinions 



Legal opinions of the legal advisers to the Facility Agent and the Security Agent in the jurisdiction of the Approved Flag of the Ship,
Marshall Islands and such other relevant jurisdictions as the Facility Agent may require. 
  

	5	 Other documents and evidence 



 

	5.1	 Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause
16 (Costs and Expenses) have been paid or will be paid by the Utilisation Date. 


  

	5.2	 Evidence that a minimum credit balance of $300,000 is standing to the credit of the Earnings Account.




  
 141 













 SCHEDULE 3 

REQUESTS 
 PART A

 UTILISATION REQUEST 
  

	From:	 Leonidas Marine LLC 



 

	To:	 Wilmington Trust, National Association 



Dated: [●] 2017 
 Dear Sirs 

Leonidas Marine LLC - $19,500,000 Facility Agreement dated [●] August 2017 (the “Agreement”) 

 

	1	 We refer to the Agreement. This is the 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 Loan on the following terms: 



 

					
		 	Proposed Utilisation Date:	  	[●] (or, if that is not a Business Day, the next Business Day)
			
		 	Amount:	  	[●] or, if less, the Available Facility
			
		 	Interest Period for the Loan:	  	[●]

  

	3	 [We request that funds are prepositioned with [include details of relevant bank] in accordance with Clause 5.8
(Prepositioning of funds).] 


  

	4	 We hereby agree and acknowledge that the Facility Agent shall make payments strictly on the basis of the
information set forth in this Utilisation Request hereto even if such information is incorrect. In the event that any of such information is incorrect, we agree that the Facility Agent shall not have any liability with respect thereto.



  

	5	 We confirm that each condition specified in Clause 4.1 (Initial conditions precedent) and Clause 4.2
(Further conditions precedent) of the Agreement as they relate to the Loan is satisfied on the date of this Utilisation Request. 


  

	6	 The net proceeds of the Loan should be credited to [●]. 



 

	7	 This Utilisation Request is irrevocable. 



Yours faithfully 
  

	
	  

	[●]
	authorised signatory for
	LEONIDAS MARINE LLC


  
 142 













 SCHEDULE 4 

FORM OF TRANSFER CERTIFICATE 
  

	To:	 WILMINGTON TRUST, NATIONAL ASSOCIATION as Facility Agent 



 

	From:	 [The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New
Lender”) 


 Dated: [●] 

Dear Sirs 
 Leonidas Marine LLC - $19,500,000 Facility Agreement dated [●] August 2017 (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 27.5 (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 27.5 (Procedure for transfer) of the Agreement. 


  

	(b)	 The proposed Transfer Date is [●]. 



 

	(c)	 The Facility Office and address, fax number and attention details for notices of the New Lender for the
purposes of Clause 36.2 (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 27.4 (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. 

  
 143 













 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: [●]	  	By: [●]

 This Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as
[●]. 
 [Facility Agent] 

By: [●] 

  
 144 













 SCHEDULE 5 

FORM OF ASSIGNMENT AGREEMENT 
  

	To:	 Wilmington Trust, National Association as Facility Agent and Leonidas Marine LLC as Borrower, for and on behalf
of each Transaction Obligor 


  

	From:	 [the Existing Lender] (the “Existing Lender”) and [the New Lender] (the “New
Lender”) 


 Dated: [●] 

Dear Sirs 
 Leonidas Marine LLC - $19,500,000 Facility
Agreement dated [●] August 2017 (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 27.6 (Procedure for assignment): 



 

	(a)	 The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the
Agreement, the other Finance Documents and in respect of the Transaction Security which correspond to that portion of the Existing Lender’s Commitment and participations in the Loan under the Agreement as specified in the Schedule.



  

	(b)	 The Existing Lender is released from all the obligations of the Existing Lender which correspond to that
portion of the Existing Lender’s Commitments and participations in the Loan under the Agreement specified in the Schedule. 


  

	(c)	 The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the
Existing Lender is released under paragraph (b) above. 


  

	(d)	 All rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of
the Finance Documents are assigned to the New Lender absolutely, free of any defects in the Existing Lender’s title and of any rights or equities which the Borrower or any other Transaction Obligor had against the Existing Lender.



  

	3	 The proposed Transfer Date is [●]. 



 

	4	 On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender. 



 

	5	 The Facility Office and address, fax, number and attention details for notices of the New Lender for the
purposes of Clause 36.2 (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 27.4 (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 27.7 (Copy of Transfer Certificate or Assignment Agreement to Borrower), to the Borrower (on behalf of each Transaction 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. 



  
 145 














	9	 This Assignment Agreement and any non-contractual obligations arising
out of or in connection with it are governed by English law. 


  

	10	 This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment
Agreement. 


 Note: The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender’s
interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender’s
Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities. 

  
 146 













 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: [●]	 	By: [●]

 This Assignment Agreement is accepted by the Facility Agent and the Transfer Date is confirmed as [●]. 

Signature of this Assignment Agreement by the Facility Agent constitutes confirmation by the Facility Agent of receipt of notice of the assignment referred to
herein, which notice the Facility Agent receives on behalf of each Finance Party. 
 [Facility Agent] 

By: 

  
 147 













 SCHEDULE 6 

FORM OF COMPLIANCE CERTIFICATE 
  

	To:	 Wilmington Trust as Facility Agent 



 

	From:	 Poseidon Containers Holdings LLC 



Dated: [●] 
 Dear Sirs 

Leonidas Marine LLC - $19,500,000 Facility Agreement dated [●] August 2017 (the “Agreement”) 

 

	1	 We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same
meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate. 


  

	2	 We confirm that: 


  

	(a)	 an amount of $[●] remains credited to the Earnings Account; 



 

	(b)	 the Market Value of the Ship plus any net realisable value of additional security previously provided under
Clause 24.1 (Minimum required security cover) is equal to [●] per cent. of the Loan. 


  

	(c)	 as at the 3-month period ending on [●] to
which the financial statements referred to below were prepared, the Guarantor is in compliance with the following covenants under Clause 20.2 (Guarantor’s financial covenants): 



 

	 	(i)	 the Value Adjusted Leverage Ratio is [●] per cent.; 



 

	 	(ii)	 the minimum Net Worth is $[●]; 



 

	 	(iii)	 the Book Leverage Ratio is [●]. 



To evidence such compliance, we attach a copy of the latest [annual][quarterly] consolidated financial statements of the Group together with
calculations and evidence setting out in reasonable detail the data and calculations made above (including valuations in a form acceptable to the Facility Agent evidencing the Market Value of each Fleet Vessel which were used to calculate the Value
Adjusted Total Assets of the Group as at [●]). 
  

	3	 We confirm that no Default is continuing. 



 

			
		 	
                     


	Signed:	 	Chief Financial Officer
		 	of
		 	POSEIDON CONTAINERS HOLDINGS LLC


  
 148 













 SCHEDULE 7 

TIMETABLES 
  

			
	Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of Utilisation Request))	  	2 Business Days before the intended Utilisation Date (Clause 5.1 (Delivery of Utilisation Request))
		
	Facility Agent notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders’ participation)	  	2 Business Days before the intended Utilisation Date.
		
	LIBOR is fixed	  	Quotation Day as of 11:00 am London time
		
	Reference Bank Rate calculated by reference to available quotations in accordance with Clause 10.2 (Calculation of Reference Bank Rate)	  	Noon of the Quotation Day


  
 149 













 SCHEDULE 8 

EQUITY CONTRIBUTION DATED AND AMOUNTS 
  

					
	 Date
	  	Amount (in US Dollars)	 
	 31 August 2017
	  	 	1,200,000	 
	 30 November 2017
	  	 	610,000	 
	 28 February 2018
	  	 	750,000	 
	 31 May 2018
	  	 	750,000	 
	 31 August 2018
	  	 	750,000	 
	 30 November 2018
	  	 	750,000	 
	 28 February 2019
	  	 	800,000	 
	 31 May 2019
	  	 	800,000	 
	 31 August 2019
	  	 	800,000	 
	 30 November 2019
	  	 	800,000	 
		  	  
	  
	 
		  	 	8,000,000	 
		  	  
	  
	 


  
 150 













 EXECUTION PAGES 

 

									
	BORROWER	 				 		 	
				
	SIGNED by	 	 	)	 	 	



	 	
	duly authorised	 	 	)	 	 	
	for and on behalf of	 	 	)	 	 	
	LEONIDAS MARINE LLC	 	 	)	 	 	
	in the presence of: AIKATERINI EMMANOUIL	 	 	)	 	 	
				
		 				 	



	 	
	Witness’ signature:	 	 	)	 	 	ELENI ANTONAKOU	 	
	Witness’ name:	 	 	)	 	 	ATTORNEY-AT-LAW	 	
	Witness’ address:	 	 	)	 	 	WATSON FARLEY & WILLIAMS	 	
		 				 	348 SYNGROU AVENUE	 	
		 				 	176 74 KALLITHEA	 	
		 				 	ATHENS - GREECE	 	
	GUARANTOR	 				 		 	
				
	 SIGNED by
 duly authorised

for and on behalf of 
 POSEIDON CONTAINERS HOLDINGS LLC

 in the presence of: AIKATERINI EMMANOUIL
	 	 



	)
)
)
)
)	 
 
 
 
 	 	



	 	
				
		 				 	



	 	
	Witness’ signature:	 	 	)	 	 	ELENI ANTONAKOU	 	
	Witness’ name:	 	 	)	 	 	ATTORNEY-AT-LAW	 	
	Witness’ address:	 	 	)	 	 	WATSON FARLEY & WILLIAMS	 	
		 				 	348 SYNGROU AVENUE	 	
		 				 	176 74 KALLITHEA	 	
		 				 	ATHENS - GREECE	 	
				
	ORIGINAL LENDERS	 				 		 	
				
	SIGNED by	 	 	)	 	 		 	
		 	 	)	 	 		 	
	duly authorised	 	 	)	 	 		 	
	for and on behalf of	 	 	)	 	 		 	
	BLUE OCEAN ONSHORE FUND LP	 	 	)	 	 		 	
	By: EnTrust Partners LLC,	 	 	)	 	 		 	
	as its General Partner	 	 	)	 	 		 	
	in the presence of:	 	 	)	 	 		 	
				
	Witness’ signature:	 	 	)	 	 		 	
	Witness’ name:	 	 	)	 	 		 	
	Witness’ address:	 	 	)	 	 		 	


  
 151 













 EXECUTION PAGES 

 

					
	BORROWER	 		 	
			
	SIGNED by	 	)	 	
	duly authorised	 	)	 	
	for and on behalf of	 	)	 	
	LEONIDAS MARINE LLC	 	)	 	
	in the presence of:	 	)	 	
			
	Witness’ signature:	 	)	 	
	Witness’ name:	 	)	 	
	Witness’ address:	 	)	 	
			
	GUARANTOR	 		 	
			
	SIGNED by	 	)	 	
	duly authorised	 	)	 	
	for and on behalf of	 	)	 	
	POSEIDON CONTAINERS HOLDINGS LLC	 	)	 	
	in the presence of:	 	)	 	
			
	Witness’ signature:	 	)	 	
	Witness’ name:	 	)	 	
	Witness’ address:	 	)	 	
			
	ORIGINAL LENDERS	 		 	
			
	SIGNED by	 	)	 	
		 	)	 	
	duly authorised	 	)	 	/s/ Matthew A.
Lux                                         
       
	for and on behalf of	 	)	 	Matthew A. Lux
	BLUE OCEAN ONSHORE FUND LP	 	)	 	Managing Director, Deputy General Counsel
	By: EnTrust Partners LLC,	 	)	 	
	as its General Partner	 	)	 	
	in the presence of:	 	)	 	
			
	 Witness’ signature:
 Witness’
name:
 Witness’ address:
	 	)
)
)	 	 







  
 152 














					
	SIGNED by	 	)	 	
		 	)	 	
	duly authorised	 	)	 	/s/ Matthew A.
Lux                                         
       
	for and on behalf of	 	)	 	Matthew A. Lux
	ENTRUSTPERMAL ICAV, for and on	 	)	 	Managing Director, Deputy General Counsel
	behalf of Blue Ocean Fund	 	)	 	
	By: EnTrustPermal Partners Offshore LP,	 	)	 	
	as its Investment Advisor	 	)	 	
	in the presence of:	 	)	 	
			
	 Witness’ signature:
 Witness’
name:
 Witness’ address:
	 	)
)
)	 	




			
	FACILITY AGENT	 		 	
			
	SIGNED by	 	)	 	
		 	)	 	
	duly authorised	 	)	 	
	for and on behalf of	 	)	 	
	WILMINGTON TRUST,	 	)	 	
	NATIONAL ASSOCIATION	 	)	 	
	in the presence of:	 	)	 	
			
	Witness’ signature:	 	)	 	
	Witness’ name:	 	)	 	
	Witness’ address:	 	)	 	
			
	SECURITY AGENT	 		 	
			
	SIGNED by	 	)	 	
		 	)	 	
	duly authorised	 	)	 	
	for and on behalf of	 	)	 	
	WILMINGTON TRUST,	 	)	 	
	NATIONAL ASSOCIATION	 	)	 	
	in the presence of:	 	)	 	
			
	Witness’ signature:	 	)	 	
	Witness’ name:	 	)	 	
	Witness’ address:	 	)	 	


  
 153 














					
	SIGNED by	  	)	  	
		  	)	  	
	duly authorised	  	)	  	
	for and on behalf of	  	)	  	
	ENTRUSTPERMAL ICAV, for and on	  	)	  	
	behalf of Blue Ocean Fund	  	)	  	
	By: EnTrustPermal Partners Offshore LP,	  	)	  	
	as its Investment Advisor	  	)	  	
	in the presence of:	  	)	  	
			
	Witness’ signature:	  	)	  	
	Witness’ name:	  	)	  	
	Witness’ address:	  	)	  	
			
	FACILITY AGENT	  		  	
			
	SIGNED by              Joshua G. James	  	)	  	
	 Vice President
	  	)	  	
	duly authorised	  	)	  	                    /s/ Joshua G.
James                                        
                
	for and on behalf of	  	)	  	                      Joshua G. James
	WILMINGTON TRUST,	  	)	  	                        Vice President
	NATIONAL ASSOCIATION	  	)	  	
	in the presence of:	  	)	  	
			
	Witness’ signature:	  	)	  	/s/ Dorothy
Huey                                        
                
	Witness’ name:	  	)	  	Dorothy Huey
	Witness’ address:	  	)	  	505 6th St. Suite 1290, Minneapolis, MN 55402
			
	SECURITY AGENT	  		  	
			
	SIGNED by              Joshua G. James	  	)	  	
	 Vice President
	  	)	  	
	duly authorised	  	)	  	                    /s/ Joshua G.
James                                        
                
	for and on behalf of	  	)	  	                      Joshua G. James
	WILMINGTON TRUST,	  	)	  	                        Vice President
	NATIONAL ASSOCIATION	  	)	  	
	in the presence of:	  	)	  	
			
	Witness’ signature:	  	)	  	/s/ Dorothy
Huey                                         
               
	Witness’ name:	  	)	  	Dorothy Huey
	Witness’ address:	  	)	  	505 6th St. Suite 1290, Minneapolis, MN 55402


  
 154 













 WATSON FARLEY 

& 
 WILLIAMS 

THIS IS INTENDED TO BE A BLANK PAGE 












 1(b) 

15 August 2017 
 Wilmington Trust, National
Association 
 50 South Sixth Street, Suite 1290 
 Minneapolis,
MN 55402 USA 
 Attn: Joshua James 
 Ladies and Gentlemen: 

Reference is made to the Facility Agreement dated 11 August 2017, among Leonidas Marine LLC, as borrower (the “Borrower”), Poseidon
Containers Holdings LLC, as guarantor (the “Guarantor”), Wilmington Trust, National Association, as facility agent (the “Facility Agent”), Wilmington Trust Company, as security agent (the
“Security Agent”), and the other financial institutions named therein (the “Facility Agreement”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed
thereto in the Facility Agreement. 
 Reference is also made to the Utilisation Request executed by the Borrower, a copy of which is attached hereto as
Exhibit A (the “Utilisation Request”). 
 1. Pursuant to Clause 5.8 of the Facility Agreement, the undersigned Lenders, who constitute all of the
Lenders under the Facility Agreement, hereby irrevocably direct and instruct the Facility Agent to transfer$ US$19,500,000 to the wire instructions listed in Schedule 1 on 16 August 2017 in accordance with the Utilisation Request. The undersigned
Lenders acknowledge that they are directing and instructing the Facility Agent to make such transfer notwithstanding the fact that certain conditions precedent as set forth in Clause 4.1 and 4.2 of the Facility Agreement have not been satisfied.

 2. This letter (this “Letter of Direction”) and any non-contractual obligations arising out of or in
connection with it shall be governed by and construed in accordance with English law. 
 3. This Letter of Direction may be executed in any number of
counterpart, each of which, when taken together, shall constitute an original. 
 4. The undersigned Lenders expressly agree and confirm that the Facility
Agent’s right to indemnification as set forth in the Facility Agreement shall apply with respect to any and all losses, claims, costs and expenses that the Facility Agent suffers, incurs or is threatened with relating to actions taken or
omitted by the Facility Agent in connection with this Letter of Direction and the actions contemplated therein, other than as a result of the Facility Agent’s gross negligence or willful misconduct as set forth in the Facility Agreement. 












 Agreed and accepted to as of the date first written above: 

 

					
	SIGNED by	 	)	  	
	 	 	)	  	 
	duly authorised	 	)	  	/s/ Matthew A.
Lux                                         
 
	for and on behalf of	 	)	  	Matthew A. Lux
	BLUE OCEAN ONSHORE FUND LP	 	)	  	Managing Director, Deputy General Counsel
	By: En Trust Partners LLC,	 	)	  	
	as its General Partner	 	)	  	
			
	SIGNED by	 	)	  	
		 	)	  	
	duly authorised	 	)	  	/s/ Matthew A.
Lux                                         
 
	for and on behalf of	 	)	  	Matthew A. Lux
	ENTRUSTPERMAL ICAV,	 	)	  	Managing Director, Deputy General Counsel
	for and on behalf of Blue Ocean Fund	 	)	  	
	By: EnTrustPermal Partners Offshore LP,	 	)	  	
	as its Investment Advisor	 	)	  	













 Schedule 1 

Wire Instructions 
  

			
	Beneficiary Bank:	  	UniCredit Bank AG, Munich, Germany
	BIC UCB Munich Head Office:	  	HYVEDEMM
	UCB Hamburg A/C No.:	  	0497 415 001 002
	IBAN:	  	DE13 2003 0000 0415 0010 02
	Beneficiary:	  	UniCredit Bank AG, Global Shipping – 6920FCS4 – Athens, Greece
	Reference:	  	Leonidas et al loan
		
	via	  	
		
	USD Clearing Bank:	  	Wells Fargo Bank, NA – New York
	SWIFT:	  	PNBP US 3N NYC
	ABA:	  	026005092













 1(b) 

UTILISATION REQUEST 
  

	From:	 Leonidas Marine LLC 



 

	To:	 Wilmington Trust, National Association 



Dated: 11 August 2017 
 Dear Sirs 

Leonidas Marine LLC - $19,500,000 Facility Agreement dated 11 August 2017 (the “Agreement”) 

 

	1	 We refer to the Agreement. This is the 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 Loan on the following terms: 



 

			
	Proposed Utilisation Date:	  	16 August 2017 (or, if that is not a Business



 next Business Day)
	Day, the	  	
		
	Amount:	  	$19,500,000, or, if less, the Available Facility
		
	Interest Period for the Loan:	  	From (and including the Utilisation Date) up to (but excluding) 30 September 2017


  

	3	 We request that funds are prepositioned with UniCredit Bank AG, Munich, Germany in accordance with Clause 5.8
(Prepositioning of funds). 


  

	4	 We hereby agree and acknowledge that the Facility Agent shall make payments strictly on the basis of the
information set forth in this Utilisation Request hereto even if such information is incorrect. In the event that any of such information is incorrect, we agree that the Facility Agent shall not have any liability with respect thereto.



  

	5	 We confirm that, save for any conditions precedent that may have been waived by the Majority Lenders, each
condition specified in Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Further conditions precedent) of the Agreement as they relate to the Loan is satisfied on the date of this Utilisation Request. 



 

	6	 The net proceeds of the Loan should be credited to the following account: 



 

			
	Beneficiary Bank:	  	 UniCredit Bank AG, Munich, Germany

	BIC UCB Munich Head Office:	  	 HYVEDEMM

	UCB Hamburg A/C No.:	  	 0497 415 001 002

	IBAN:	  	 DE13 2003 0000 0415 0010 02

	Beneficiary:	  	 UniCredit Bank AG, Global Shipping – 6920FCS4 – Athens, Greece

	Reference:	  	 Leonidas et al loan

		
	via	  	
		
	USD Clearing Bank:	  	Wells Fargo Bank, NA – New York
	SWIFT:	  	PNBP US 3N NYC
	ABA:	  	026005092














	7	 This Utilisation Request is irrevocable. 



 

	
	Yours faithfully
	
	 




  

	authorised signatory for
	LEONIDAS MARINE LLC


  
 2 













 WATSON FARLEY 

& 
 WILLIAMS 

THIS IS INTENDED TO BE A BLANK PAGE 












 1(c) 

Payment Directions 
  

	To:	 Wilmington Trust, N.A. 



50 South Sixth Street 
 Suite 1290

 Minneapolis 
 MN 55402 

 

	Attn:	 Joshua James, Vice President 



Date: 11 August 2017 
 Dear Sirs 

 

	Re:	 M.V. AGIOS DIMITRIOS (IMO Number 9349605) (the “Vessel”) - Facility Agreement dated August 2017
(the “Facility Agreement”) between, among others, (1) Leonidas Marine LLC (the “Borrower”); (2) Poseidon Containers Holdings LLC (the “Guarantor”); and Wilmington Trust, National Association (the “Facility
Agent” and the “Security Agent”). 


 In connection with the Facility Agreement we, being Borrower, have remitted the
sum of US$312,500 to your nominated account, for application as follows: 
  

	(a)	 the sum of US$292,500 for the account of the Lenders in respect of the upfront fee referred to in clause 11.2
(Upfront fee) of the Facility Agreement in accordance with provisions thereof on a pro-rata basis to be remitted to the wire instructions on file with the Facility Agent. 



 

	(b)	 the sum of US$20,000 to be retained for your own account as Security Agent in respect of the Annual
Administration Fee as defined in the Fee Letter. 


 Yours faithfully, 

 

			
	 




  

	For and on behalf of
	LEONIDAS MARINE LLC
	Name:	 	Aikaterini Emmanouil
	Title:	 	Attorney-in-fact.













 WATSON FARLEY 

& 
 WILLIAMS 

THIS IS INTENDED TO BE A BLANK PAGE 












 1(d) 

Wilmington Trust, National Association 

50 South Sixth Street, Suite 1290 

Minneapolis, MN 55402 
 11 August
2017 
 Leonidas Marine LLC 
 Trust Company Complex 

Ajeltake Road 
 Ajeltake Island 

MH96960 
 Majuro 

Marshall Islands 
  

	 	Re:	 Administration Fees for “Leonidas” Credit Facility 



Dear Sirs: 
 Reference is made to (a) that
certain USD $19,500,000 Credit Agreement for the refinancing of m.v.s “AGIOS DIMITRIOS”, dated as of 11 August 2017, and entered into by and among Leonidas Marine LLC (the “Borrower”) and the Lenders party thereto
from time to time, Wilmington Trust, National Association, in its capacities as facility agent and security agent (the “Agent”) (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”); and (b) the other Transaction Documents and the other documents and agreements entered into in connection therewith (collectively, with the Credit Agreement, the “Credit Facility Documents”). Defined terms
used herein but not otherwise defined herein shall have the meaning set forth in the Credit Agreement. 
 Pursuant to Clause 11
(Fees) of the Credit Agreement, the Borrower hereby agrees to pay directly to the Agent for its own account, in its capacity as Agent, all fees and expenses set forth on Schedule I hereto. All fees of the Agent shall be fully
earned on each day that such fee is payable. 
 The Borrower also acknowledges that the costs and expenses of the Agent for which they are
responsible under Clause 16 (Costs and Expenses) of the Credit Agreement include, without limitation, all costs and expenses arising out of or relating to the hiring of third party consultants, legal counsels, financial
advisors and other consultants in connection with the Credit Agreement and each other Credit Facility Document (other than the fees of Watson Farley & Williams LLP, as counsel for the Agent, as at the date of the Credit Agreement), and any
local counsel necessary to enforce the rights and remedies of the Agent in accordance with the Credit Facility Documents. 
 All fees and
reimbursement of expenses, costs and professional fees under the Credit Facility Documents shall be paid by the Borrower in Dollars and in immediately available funds, and shall be payable immediately and not later than the date falling 15 days
after the date of the invoice relating to such fees, expenses, costs and professional fees. The Borrower hereby agree that, once paid, the fees, expenses and costs, or any part thereof, will not be refundable under any circumstances and shall not be
subject to reduction by way of setoff or counterclaim. 












 Failure of any party to enforce any of the provisions hereof shall not be construed as a
waiver of such provisions or of the right thereafter to enforce such provisions. If any provisions of this letter agreement shall be held to be invalid, void, or unenforceable, the remaining provisions hereof shall not be affected or impaired and
such remaining provisions shall remain in full force and effect. 
 This letter agreement has been prepared through the joint efforts of all
of the parties. Neither the provisions of this letter agreement nor any alleged ambiguity shall be interpreted or resolved against any party on the ground that such party’s counsel drafted this letter agreement, or based on any other rule of
strict construction. Each of the parties hereto represents and declares that such party has carefully read this letter agreement and that such party knows the contents thereof and signs the same freely and voluntarily. 

This letter agreement shall be binding on and shall inure to the benefit of the Agent and the Borrower and their respective successors and
permitted assigns. 
 THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS LETTER AGREEMENT. 
 THIS LETTER AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED IN ALL RESPECTS BY, THE LAWS
OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. 
 Each
party hereto hereby irrevocably and unconditionally (a) submits for itself and its property in any legal action or proceeding relating to this letter agreement or for recognition and enforcement of any judgment in respect thereof, to the
exclusive general jurisdiction of the courts of the United States for New York County in the State of New York, and appellate courts from any thereof and (b) consents that any such action or proceeding may be brought in such courts and waives
any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same. 

Neither this letter agreement nor any of its terms or substance shall be disclosed, directly or indirectly, by the Borrower to any person
except (a) to the Borrower’ officers, directors, employees, affiliates, controlling persons, members, partners, equity holders, attorneys, accountants, representatives, agents and advisors on a confidential and need-to-know basis, (b) as required by applicable law or regulation or the order of any court or administrative agency in any pending legal or administrative proceeding
or as requested by a governmental authority (in which case the Borrower agrees to inform the Agent promptly thereof prior to such disclosure to the extent lawfully permitted to do so) and (c) on a confidential basis to the Borrower’
accounting, legal, tax and other advisors. 












 This letter agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed an original, but all such counterparts shall constitute one and the same instrument. Delivery of an executed counterpart of this letter agreement by fax or electronic mail shall have the same force and effect as the delivery
of an original executed counterpart of this letter agreement. 
 [SIGNATURE PAGE TO FOLLOW] 












 Please indicate your agreement with the foregoing terms and provisions by countersigning
this letter agreement and returning to us executed counterparts hereof. 
  

			
	Very truly yours,
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION
		
	By:	 	          

	Name:	 	
	Title:	 	


 Agreed and accepted to 
 as
of the date first written above: 
  

			
	LEONIDAS MARINE LLC
		
	By:	 	 /s/ Aikaterini Emmanouil

	Name:	 	Aikaterini Emmanouil













 Please indicate your agreement with the foregoing terms and provisions by countersigning
this letter agreement and returning to us executed counterparts hereof. 
  

			
	Very truly yours,
	
	WILMINGTON TRUST, NATIONAL
	ASSOCIATION
		
	By:	 	 /s/ Joshua G. James

	Name:	 	Joshua G. James
	Title:	 	Vice President


 Agreed and accepted to 

as of the date first written above: 
  

			
	LEONIDAS MARINE LLC
		
	By:	 	          

	Name:	 	













 Schedule I 

Fees for Services as Agent under the 

Credit Agreement 
  

					
	 Annual Administration Fee:
	  	$	20,000	 

 The Annual Administration Fee covers the services of Wilmington Trust for the day to day discharge of our duties and
responsibilities in acting as Agent under the Credit Facility Documents. The Annual Administration Fee is due and payable annually in advance, with the first year’s payment due at the time of closing of the transaction. This fee covers
maintenance of the Agent’s registrar, records and files, establishment of necessary cash accounts, distribution of covenant compliance and reporting items, responses to inquiries from all parties-in-interest, rendering of periodic statements and reports, and receipt and distribution of debt service payments. 

Extraordinary Administration: 
 Extraordinary
administration fees may be charged in connection with services of the Agent outside the scope of the services set forth above, including services in connection with document amendments, supplements, forbearances or waivers, extraordinary collateral
release or substitutions, or participation and correspondence with parties-of-interest in steering or other committees formed in connection with a restructuring under
the Credit Facility Documents. Extraordinary administration fees may also apply for pursuits of any remedies provided to the Agent under the operative documents which may arise as a result of defaults or events of default under the Credit Agreement.
Extraordinary administration fees are billed at the rate of $450 per hour for account managers, and $225 per hour for associates and administrative assistants. 

Out-of-Pocket Expenses: 

In addition to the fees listed above, all out-of-pocket expenses will be billed
and payable at cost. Out-of-pocket expenses include, but are not limited to, reasonable fees of counsel or other outside professional firms retained by the Agent
(including reasonable fees and expenses incurred in litigation), reasonable travel expenses of bank officers to attend closing or other meetings related to the transaction, charges of maintaining an agency dataroom for the engagement (Intralinks,
Syntrak, Debtdomain or similar data platform), and postage or copy expenses. 
 Wire Instructions for Fee Payments: 

Wilmington Trust, National Association 
 1100 North Market Street

 Wilmington, DE 19801 
 ABA #031100092 

Account No. 122954-001 

Account Name: Leonidas Marine Fee Account 
 Reference: ICS 

Attention: Josh James 












 WATSON FARLEY 

& 
 WILLIAMS 

THIS IS INTENDED TO BE A BLANK PAGE 












 (e) 

CERTIFICATE OF NON-UK ESTABLISHMENT 

 

	To:	 Wilmington Trust, National Association 



50 South Sixth Street, 
 Suite
1290, Minneapolis, 
 MN 55402, 

USA 
  

	From:	 Leonidas Marine LLC 



Trust Company Complex, 
 Ajeltake
Road, Ajeltake Island, Majuro, 
 Marshall Islands, 

MH 96960 
 11 August 2017 

Dear Sirs 
 We refer to a facility agreement for up to
US$19,500,000 to be made between (i) Leonidas Marine LLC as borrower (ii) Poseidon Containers Holdings LLC as guarantor (iii) the financial institutions listed in Part B of Schedule 1 (The
Parties) therein as lenders (iv) Wilmington Trust, National Association as facility agent and (v) Wilmington Trust, National Association as security agent (the “Facility Agreement”). 

 

	Words	 and expressions defined in the Facility Agreement have the same meanings when used in this certificate.



  

	1	 Pursuant to Schedule 2, Part A, paragraph 1.6 of the Facility Agreement, we certify that we have not delivered
particulars of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations. 


  

	
	 /s/ Maria Danezi

	Maria Danezi
	President
	for and on behalf of
	LEONIDAS MARINE LLC













 WATSON FARLEY 

& 
 WILLIAMS 

THIS IS INTENDED TO BE A BLANK PAGE 












 (f) 

CERTIFICATE OF NON-UK ESTABLISHMENT 

 

	To:	 Wilmington Trust, National Association 



50 South Sixth Street Suite 
 1290
Minneapolis, 
 MN 55402, 
 USA

  

	From:	 Poseidon Containers Holdings LLC 



Trust Company Complex, 
 Ajeltake
Road, Ajeltake Island, Majuro, 
 Marshall Islands, 

MH 96960 
 11 August 2017 

Dear Sirs 
 We refer to a facility agreement for up to
US$19,500,000 to be made between (i) Leonidas Marine LLC as borrower {ii) Poseidon Containers Holdings LLC as guarantor {iii) the financial institutions listed in Part B of Schedule 1 (The
Parties) therein as lenders {iv) Wilmington Trust, National Association as facility agent and (v) Wilmington Trust, National Association as security agent (the “Facility Agreement”). 

Words and expressions defined in the Facility Agreement have the same meanings when used in this certificate. 

 

	1	 Pursuant to Schedule 2, Part A, paragraph 1.6 of the Facility Agreement, we certify that we have not delivered
particulars of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations. 


  

	
	 /s/ George Giouroukos

	George Giouroukos
	Director
	for and on behalf of
	POSEIDON CONTAINERS HOLDINGS LLC













 WATSON FARLEY 

& 
 WILLIAMS 

THIS IS INTENDED TO BE A BLANK PAGE 












 (g) 

CERTIFICATE OF NON-UK ESTABLISHMENT 

 

	To:	 Wilmington Trust, National Association 



50 South Sixth Street, 
 Suite
1290, Minneapolis, 
 MN 55402, 

USA 
  

	From:	 K&T Marine LLC 



Trust Company Complex, 
 Ajeltake
Road, Ajeltake Island, Majuro, 
 Marshall Islands, 

MH 96960 
 11 August 2017

 Dear Sirs 
 We refer to a facility agreement for up to
US$19,500,000 to be made between (i) Leonidas Marine LLC as borrower (ii) Poseidon Containers Holdings LLC as guarantor (iii) the financial institutions listed in Part B of Schedule 1 (The Parties)
therein as lenders (iv) Wilmington Trust, National Association as facility agent and (v) Wilmington Trust, National Association as security agent (the “Facility Agreement”). 

Words and expressions defined in the Facility Agreement have the same meanings when used in this certificate. 

 

	1	 Pursuant to Schedule 2, Part A, paragraph 1.6 of the Facility Agreement, we certify that we have not delivered
particulars of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations. 


  

	
	 /s/ George Giouroukos

	George Giouroukos
	Director
	for and on behalf of
	K&T MARINE LLC













 WATSON FARLEY 

& 
 WILLIAMS 

THIS IS INTENDED TO BE A BLANK PAGE 












 (h) 

CERTIFICATE OF NON-UK ESTABLISHMENT 

 

	To:	 Wilmington Trust, National Association 



50 South Sixth Street, 
 Suite
1290, Minneapolis, 
 MN 55402, 

USA 
  

	From:	 Conchart Commercial Inc. 



Trust Company Complex, 
 Ajeltake
Road, Ajeltake Island, Majuro, 
 Marshall Islands, 

MH 96960 
 11 August 2017 

Dear Sirs 
 We refer to a facility agreement for up to
US$19,500,000 to be made between (i) Leonidas Marine LLC as borrower (ii) Poseidon Containers Holdings LLC as guarantor (iii) the financial institutions listed in Part B of Schedule 1 (The Parties)
therein as lenders (iv) Wilmington Trust, National Association as facility agent and (v) Wilmington Trust, National Association as security agent (the “Facility Agreement”). 

Words and expressions defined in the Facility Agreement have the same meanings when used in this certificate. 

 

	1	 Pursuant to Schedule 2, Part A, paragraph 1.6 of the Facility Agreement, we certify that we have not delivered
particulars of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations. 


  

	
	 /s/ Dimitrios Tsiaklagkanos

	 Dimitrios Tsiaklagkanos

President/Secretary/Treasurer
 for and on behalf of

CONCHART COMMERCIAL INC.














 WATSON FARLEY 

& 
 WILLIAMS 

THIS IS INTENDED TO BE A BLANK PAGE 












 (i) 

CERTIFICATE OF NON-UK ESTABLISHMENT 

 

	To:	 Wilmington Trust, National Association 



50 South Sixth Street, 
 Suite
1290, Minneapolis, 
 MN 55402, 

USA 
  

	From:	 Technomar Shipping Inc. 



80 Broad Street, 
 Monrovia, 

Liberia 
 11 August 2017 

Dear Sirs 
 We refer to a facility agreement for up to
US$19,500,000 to be made between (i) Leonidas Marine LLC as borrower (ii) Poseidon Containers Holdings LLC as guarantor (iii) the financial institutions listed in Part B of Schedule 1 (The Parties)
therein as lenders (iv) Wilmington Trust, National Association as facility agent and (v) Wilmington Trust, National Association as security agent (the “Facility Agreement”). 

Words and expressions defined in the Facility Agreement have the same meanings when used in this certificate. 

 

	1	 Pursuant to Schedule 2, Part A, paragraph 1.6 of the Facility Agreement, we certify that we have not delivered
particulars of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations. 


  

	
	 /s/ Theodoros Baltatzis

	 Theodoros Baltatzis

Director/Vice-President/Treasurer
 for and on behalf of

TECHNOMAR SHIPPING INC.














 WATSON FARLEY 

& 
 WILLIAMS 

THIS IS INTENDED TO BE A BLANK PAGE 












 (j) 

CERTIFICATE OF CORRECTNESS OF COPY DOCUMENTS 
  

	To:	 Wilmington Trust, National Association 



50 South Sixth Street 
 Suite 1290

 Minneapolis, MN 55402 
 USA

 11 August 2017 
 Dear Sirs 

We refer to a facility agreement (the “Facility Agreement”) dated 11 August 2017 and made between (i) Leonidas Marine LLC as borrower,
(ii) Poseidon Containers Holdings LLC as guarantor, (iii) the financial institutions listed in Part B of Schedule 1 therein as lenders, (iv) Wilmington Trust, National Association as facility agent and (v) Wilmington Trust,
National Association as security agent relating to the refinancing of certain existing indebtedness secured on m.v. “AGIOS DIMITRIOS” 
 Words
and expressions defined in the Facility Agreement have the same meanings when used in this certificate. 
  

	1	 Pursuant to Schedule 2, Part A, paragraph 1.7 of the Facility Agreement, we certify that each copy document
which has been provided under Part A of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect at the date of the Facility Agreement. 



 

	2	 Pursuant to Schedule 2, Part B, paragraph 1 of the Facility Agreement, we certify that each copy document which
has been provided under Part B of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect as at the Utilisation Date. 


  

	
	 




  

	Director/Officer
	for and on behalf of
	Leonidas Marine LLC













 WATSON FARLEY 

& 
 WILLIAMS 

THIS IS INTENDED TO BE A BLANK PAGE 












 (k) 

CERTIFICATE OF CORRECTNESS OF COPY DOCUMENTS 
  

	To:	 Wilmington Trust, National Association 



50 South Sixth Street 
 Suite 1290

 Minneapolis, MN 55402 
 USA

 11 August 2017 
 Dear Sirs 

We refer to a facility agreement (the “Facility Agreement”) dated 11 August 2017 and made between (i) Leonidas Marine LLC as borrower,
(ii) Poseidon Containers Holdings LLC as guarantor, (iii) the financial institutions listed in Part B of Schedule 1 therein as lenders, (iv) Wilmington Trust, National Association as facility agent and (v) Wilmington Trust,
National Association as security agent relating to the refinancing of certain existing indebtedness secured on m.v. “AGIOS DIMITRIOS” 
 Words
and expressions defined in the Facility Agreement have the same meanings when used in this certificate. 
 Pursuant to Schedule 2, Part A, paragraph 1.7 of
the Facility Agreement, we certify that each copy document which has been provided under Part A of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect at the date of the Facility Agreement. 

 

	
	 




  

	Director/Officer
	for and behalf of
	Poseidon Containers Holdings LLC













 WATSON FARLEY 

& 
 WILLIAMS 

THIS IS INTENDED TO BE A BLANK PAGE 












 (l) 

CERTIFICATE OF CORRECTNESS OF COPY DOCUMENTS 
  

	To:	 Wilmington Trust, National Association 



50 South Sixth Street 
 Suite 1290

 Minneapolis, MN 55402 
 USA

 11 August 2017 
 Dear Sirs 

We refer to a facility agreement (the “Facility Agreement”) dated 11 August 2017 and made between (i) Leonidas Marine LLC as borrower,
(ii) Poseidon Containers Holdings LLC as guarantor, (iii) the financial institutions listed in Part B of Schedule 1 therein as lenders, (iv) Wilmington Trust, National Association as facility agent and (v) Wilmington Trust,
National Association as security agent relating to the refinancing of certain existing indebtedness secured on m.v. “AGIOS DIMITRIOS” 
 Words
and expressions defined in the Facility Agreement have the same meanings when used in this certificate. 
 Pursuant to Schedule 2, Part A, paragraph 1.7 of
the Facility Agreement, we certify that each copy document which has been provided under Part A of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect at the date of the Facility Agreement. 

 

	
	 




  
  

	Director/Officer
	for and on behalf of
	Conchart Commercial Inc.













 WATSON FARLEY 

& 
 WILLIAMS 

THIS IS INTENDED TO BE A BLANK PAGE 












 (m) 

CERTIFICATE OF CORRECTNESS OF COPY DOCUMENTS 
  

	To:	 Wilmington Trust, National Association 



50 South Sixth Street 
 Suite 1290

 Minneapolis, MN 55402 
 USA

 11 August 2017 
 Dear Sirs 

We refer to a facility agreement (the “Facility Agreement”) dated 11 August 2017 and made between (i) Leonidas Marine LLC as borrower,
(ii) Poseidon Containers Holdings LLC as guarantor, (iii) the financial institutions listed in Part B of Schedule 1 therein as lenders, (iv) Wilmington Trust, National Association as facility agent and (v) Wilmington Trust,
National Association as security agent relating to the refinancing of certain existing indebtedness secured on m.v. “AGIOS DIMITRIOS” 
 Words
and expressions defined in the Facility Agreement have the same meanings when used in this certificate. 
 Pursuant to Schedule 2, Part A, paragraph 1.7 of
the Facility Agreement, we certify that each copy document which has been provided under Part A of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect at the date of the Facility Agreement. 

 

	
	 




  

	Director/Officer
	for and on behalf of
	Technomar Shipping Inc.