Exhibit 4.117

    

    

    Confidential

    

    

    Dated 28 January 2019

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    TOP SHIPS INC.

    as Borrower

    

    

    arranged by

    AMSTERDAM TRADE BANK N.V.

    

    

    with

        

    

    AMSTERDAM TRADE BANK N.V.

    as Agent

    

    

    AMSTERDAM TRADE BANK N.V.

    as Security Agent

    

    

    and

    ASTARTE INTERNATIONAL INC.

    as Guarantor

    

    

    

    

    

    

    FACILITY AGREEMENT

    for up to $10,500,000 Revolving Credit Facility

     

      

     

      

    

      

      

    
      
        


    

    

    

    Contents

    

    

    	
            Clause

          	
            Page

          
	 	 
	
            Section 1 -  Interpretation

          	
            1

          
	 	 
	
            1 Definitions and interpretation

          	
            1

          
	 	 
	
            Section 2 -  The Facility

          	
            25

          
	 	 
	
            2 The Facility

          	
            25

          
	 	 
	
            3 Purpose

          	
            25

          
	 	 
	
            4 Conditions of Utilisation

          	
            26

          
	 	 
	
            Section 3 -  Utilisation

          	
            28

          
	 	 
	
            5 Utilisation

          	
            28

          
	 	 
	
            Section 4 -   Repayment, Prepayment and Cancellation

          	
            29

          
	 	 
	
            6 Repayment

          	
            29

          
	 	 
	
            7  Illegality, prepayment and cancellation

          	
            30

          
	 	 
	
            8  Restrictions

          	
            32

          
	 	 
	
            Section 5 -  Costs of Utilisation

          	
            34

          
	 	 
	
            9    Interest

          	
            34

          
	 	 
	
            10  Interest Periods

          	
            34

          
	 	 
	
            11  Changes to the calculation of interest

          	
            35

          
	 	 
	
            12     Fees

          	
            36

          
	 	 
	
            Section 6 -   Additional Payment Obligations

          	
            37

          
	 	 
	
            13  Tax gross-up and indemnities

          	
            37

          
	 	 
	
            14  Increased Costs

          	
            41

          
	 	 
	
            15  Other indemnities

          	
            42

          
	 	 
	
            16  Mitigation by the Lenders

          	
            46

          
	 	 
	
            17  Costs and expenses

          	
            46

          
	 	 
	
            Section 7 -  Guarantee

          	
            48

          
	 	 
	
            18   Guarantee and indemnity

          	
            48

          
	 	 
	
            Section 8 - Representations, Undertakings and Events of Default

          	
            51

          
	 	 
	
            19  Representations

          	
            51

          
	 	 
	
            20  Information undertakings

          	
            58

          
	 	 
	
            21  Financial covenants

          	
            60

          
	 	 
	
            22  General undertakings

          	
            62

          
	 	 
	
            23  Dealings with Collateral Ship

          	
            66

          
	 	 
	
            24  Condition and operation of Collateral Ship

          	
            68

          
	 	 
	
            25  Insurance

          	
            72

          
	 	 
	
            26  Chartering undertakings

          	
            75

          
	 	 
	
            27  Bank accounts

          	
            76

          
	 	 


    
      
        


    

    

    	
            28   Business restrictions

          	
            78

          
	 	 
	
            29   Events of Default

          	
            81

          
	 	 
	
            Section 9 -   Changes to Parties

          	
            87

          
	 	 
	
            30    Changes to the Lenders

          	
            87

          
	 	 
	
            31    Changes to the Obligors

          	
            90

          
	 	 
	
            Section 10 -   The Finance Parties

          	
            91

          
	 	 
	
            32  Roles of Agent, Security Agent and Arranger

          	
            91

          
	 	 
	
            33  Trust and security matters

          	
            102

          
	 	 
	
            34   Enforcement of Transaction Security

          	
            106

          
	 	 
	
            35    Application of proceeds

          	
            107

          
	 	 
	
            36     Conduct of business by the Finance Parties

          	
            110

          
	 	 
	
            37    Sharing among the Finance Parties

          	
            110

          
	 	 
	
            Section 11 -   Administration

          	
            112

          
	 	 
	
            38   Payment mechanics

          	
            112

          
	 	 
	
            39   Set-off

          	
            115

          
	 	 
	
            40   Notices

          	
            116

          
	 	 
	
            41  Calculations and certificates

          	
            118

          
	 	 
	
            42    Partial invalidity

          	
            118

          
	 	 
	
            43     Remedies and waivers

          	
            118

          
	 	 
	
            44   Amendments and waivers

          	
            118

          
	 	 
	
            45    Confidential Information

          	
            124

          
	 	 
	
            46    Confidentiality of Funding Rates

          	
            126

          
	 	 
	
            47   Counterparts

          	
            127

          
	 	 
	
            48    Contractual recognition of bail-in

          	
            127

          
	 	 
	
            Section 12 -   Governing Law and Enforcement

          	
            128

          
	 	 
	
            49     Governing law

          	
            128

          
	 	 
	
            50    Enforcement

          	
            128

          
	 	 
	
            Schedule 1 The original parties

          	
            129

          
	 	 
	
            Schedule 2 Ship information

          	
            133

          
	 	 
	
            Schedule 3 Conditions precedent

          	
            135

          
	 	 
	
            Schedule 4 Utilisation Request

          	
            140

          
	 	 
	
            Schedule 5 Form of Transfer Certificate

          	
            141

          
	 	 
	
            Schedule 6 Forms of Notifiable Debt Purchase Transaction Notice

          	
            144

          
	 	 
	
            Schedule 7 Form of Compliance Certificate

          	
            146

          


    

    

    

    

    

    

    

    

    
      
        


    

    
    

    

    THIS AGREEMENT is










        dated 28 January 2019 and made between:

    
      
        	(1)	
                TOP SHIPS INC. (the Borrower);

              


      

    

    
      
        	(2)	
                ASTARTE INTERNATIONAL INC. (the Guarantor);

              


      

    

    
      
        	(3)	
                AMSTERDAM TRADE BANK N.V. as mandated lead arranger (the Arranger);

              


      

    

    
      
        	(4)	
                THE FINANCIAL INSTITUTIONS listed in
                    Schedule 1 as lenders (the Original Lenders);

              


      

    

    
      
        	(5)	
                AMSTERDAM TRADE BANK N.V. as agent of the other Finance Parties (the Agent); and

              


      

    

    
      
        	(6)	
                AMSTERDAM TRADE BANK N.V. as security trustee for the
                    Finance Parties (the Security Agent).

              


      

    

    IT IS
          AGREED as follows:

    Section 1 - Interpretation

    
      
        	1.	
                Definitions and interpretation

              


      

    

    
      
        	1.1	
                Definitions

              


      

    

    In this Agreement and (unless otherwise defined in the relevant Finance Document) the other Finance
        Documents:

    Acceptable










          Bank means:

    
      
        	

              	(a)	
                a bank or financial institution which has a rating for its long-term unsecured and non-credit-enhanced debt obligations of “A-” or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or “Baa1” or higher by Moody’s Investors Service Limited or a comparable rating from an internationally recognised credit rating agency; or

              


      

    

    
      
        	

              	(b)	
                any other bank or financial institution approved by the Agent and the Borrower.

              


      

    

    Account










        means any bank account, deposit or certificate of deposit opened, made or established in accordance with clause 27 (Bank accounts).

    Account










          Bank means, in relation to any Account, either the bank or financial institution specified as such in Schedule 1 (The original parties) or another bank or financial institution approved by the Majority Lenders at the request of the Borrower.

    Account










          Holder(s) means, in relation to any Account, each Obligor in whose name that
        Account is held.

    Account










          Security means, in relation to an Account, a first priority (or, in the case of an Account of the Guarantor, second priority) deed or
        other instrument executed by the relevant Account Holder(s) in favour of the Security Agent in an agreed form conferring a Security Interest over that Account.

    Accounting










          Reference Date means 31 December or such other date as may be approved by the Lenders.

    Active










          Facility means, at any relevant time, such part of the Total Commitments (whether drawn or undrawn) as is then available for borrowing under this Agreement at such time in accordance with clause 4 (Conditions of Utilisation) to










        the extent that such part of the Total Commitments is not cancelled or reduced under this Agreement.

    
      1

      
        


    

    Affiliate










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

    Agent
        includes any person who may be appointed as such under the Finance Documents.

    Auditors










        means one of PricewaterhouseCoopers, Ernst & Young, KPMG or Deloitte & Touché or another firm proposed by the Borrower and approved by the Majority Lenders (such approval not to be unreasonably withheld or delayed).

    Authorisation










        means any authorisation, consent, concession, approval, resolution, licence, exemption, filing, notarisation or registration.

    Available










          Commitment means a Lender’s Commitment minus the amount of its participation in any outstanding Loans.

    Available










          Facility means the aggregate for the time being of all the Lenders’ Available Commitments.

    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.

              


      

    

    Basel
          II Accord means the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 as updated prior to, and in the form existing on, the date of this Agreement, excluding any amendment thereto arising out of the Basel III Accord or Reformed Basel III.

    Basel
          II Approach means, in relation to any Finance Party, either the Standardised Approach or the relevant Internal Ratings Based Approach (each as defined in the Basel II Regulations applicable to such Finance Party) adopted by that Finance
        Party (or any of its Affiliates) for the purposes of implementing or complying with the Basel II Accord.

    Basel
          II Regulation means:

    
      
        	

              	(a)	
                any law or regulation in force as at the date hereof implementing the Basel II Accord, (including the relevant provisions of CRD IV and CRR) to the extent only that such law or regulation re-enacts and/or implements the requirements of the Basel II Accord but excluding any provision of
                    such law or regulation implementing the Basel III Accord; and

              


      

    

    
      
        	

              	(b)	
                any Basel II Approach adopted by a Finance Party or any of its Affiliates.

              


      

    

    Basel
          III Accord means, together:

    
      
        	

              	(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;

              


      

    

    
      2

      
        


    

    
      
        	

              	(b)	
                the rules for global systemically important banks contained in “Global










                    systemically important banks: assessment










                    methodology and the additional loss absorbency requirement - Rules text” published by the Basel Committee on Banking Supervision in
                    November 2011, as amended, supplemented or restated; and

              


      

    

    
      
        	

              	(c)	
                any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III” other than, in each such case, the agreements, rules, guidance and
                    standards set out in Reformed Basel III.

              


      

    

    Basel
          III Increased Cost means an Increased Cost which is attributable to the implementation or application of or compliance with any Basel III Regulation in force as at the date hereof (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

    Basel
          III Regulation means any law or regulation implementing the Basel III Accord (including the relevant provisions of CRD IV and CRR) save to the extent that such law or regulation re-enacts a Basel II Regulation and excluding any such law
        or regulation which implements Reformed Basel III.

    Borrower










          Affiliate means the Borrower, each of its Affiliates, any trust of which the Borrower or any of its Affiliates is a trustee, any partnership of which the Borrower or any of its Affiliates is a partner and any trust, fund or other entity
        which is managed by, or is under the control of, the Borrower or any of its Affiliates.

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

    
      
        	

              	(a)	
                the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a
                    Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the relevant 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 relevant principal amount or Unpaid Sum received by it on deposit with
                    a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of that Interest Period.

              


      

    

    Builder










        means, in relation to the vessels set out in Schedule 2 (Ship information), the person specified as such in Schedule 2 (Ship information).

    Business










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

    Charged










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

    Charter










        means the charter commitment for the Collateral Ship details of which are provided in Schedule 2 (Ship information).

    Charter










          Assignment means a second priority assignment by the Guarantor of its interest in the Charter Documents in favour of the Security Agent in the agreed form.

    Charter










          Documents means the Charter, any documents supplementing it and any guarantee or security given by any person to the Guarantor for the
        Charterer’s obligations under it.

    Charterer










        means the entity details of which are provided in Schedule 2 (Ship information) as charterer of the Collateral Ship.

    
      3

      
        


    

    

    

    

    

    Classification










        means the classification specified in respect of the Collateral Ship in Schedule 2 (Ship information) with the Classification Society or another classification approved by the Majority Lenders as its classification, at the request of the Guarantor.

    Classification










          Society means the classification society specified in respect of the Collateral Ship in Schedule 2 (Ship








          information) or another classification society approved by the Majority Lenders as its Classification Society, at the request of the Guarantor.

    Code
        means the US Internal Revenue Code of 1986.

    Collateral










          Documents means, together the Mortgage, the General Assignment, the Account Security by the Guarantor, the Charter Assignment, the Share
        Security and the Manager’s Undertaking.

    Collateral










          Loan means, at any relevant time, the principal amount outstanding for the time being under the Post-Delivery Facility Agreement.

    Collateral










          Ship means the vessel described as such in Schedule 2 (Ship information) and owned by the Guarantor.

    Commitment










        means:

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

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

    Compliance










          Certificate means a certificate substantially in the form set out in Schedule 7 (Form of Compliance Certificate) or otherwise approved.

    Confidential Information means all information relating to an Obligor (other than the Charterer), 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 45 (Confidential Information); or

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(C)	
                is known by that 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

              


      

    

    
      4

      
        


    

    

    

    

    

    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.

              


      

    

    Confidentiality










          Undertaking means a confidentiality undertaking substantially in a recommended form of the Loan Market Association or in any other form
        agreed between the Borrower and the Agent.

    Constitutional










          Documents means, in respect of an Obligor (other than the Charterer), such Obligor’s articles of incorporation, bye-laws or other constitutional documents including as referred to in any










        certificate relating to an Obligor delivered pursuant to Schedule 3 (Conditions precedent).

    CRD
          IV means the directive 2013/36/EU of the European Union on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms.

    CRR means










        the regulation 575/2013 of the European Union on prudential requirements for credit institutions and investment firms.

    Debt
          Purchase Transaction means, in relation to a person, a transaction where such person:

    
      
        	

              	(a)	
                purchases by way of assignment or transfer;

              


      

    

    
      
        	

              	(b)	
                enters into any sub-participation in respect of; or

              


      

    

    
      
        	

              	(c)	
                enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

              


      

    

    any Commitment or amount outstanding under this Agreement.

    Default










        means an Event of Default or any event or circumstance specified in clause 29 (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.

    Defaulting










          Lender means any Lender (other than a Lender which is a Borrower Affiliate):

    
      
        	

              	(a)	
                which has failed to make its participation in a Loan available (or has notified the Agent or the Borrower (which has notified the Agent) that it will not make
                    its participation in a Loan available) by the Utilisation Date of that Loan in accordance with clause 5.4 (Lenders’ participation);

              


      

    

    
      
        	

              	(b)	
                which has otherwise rescinded or repudiated a Finance Document; or

              


      

    

    
      
        	

              	(c)	
                with respect to which an Insolvency Event has occurred and is continuing, 

                

                    unless, in the case of paragraph (a) above:

              


      

    

    
      
        	

              	(i)	
                its failure to pay is caused by:

              


      

    

    
      
        	

              	(A)	
                administrative or technical error; or

              


      

    

    
      
        	

              	(B)	
                a Disruption Event; and,

              


      

    

    payment is made within five Business Days of its due date; or

    
      5

      
        


    

    

    

    

    

    
      
        	

              	(ii)	
                the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

              


      

    

    Delegate










        means any delegate, agent, attorney, additional trustee or co-trustee appointed by the Security Agent under the terms of the Finance
        Documents.

    Disclosed










          Persons means the person or persons disclosed to the Agent in writing pursuant to paragraph 9 of Part 1 of Schedule 3.

    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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(ii)	
                from communicating with other Parties in accordance with the terms of the Finance Documents,

              


      

    

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

    Earnings










        means:

    
      
        	

              	(a)	
                in relation to the Borrower, all money at any time payable to the Borrower for or in relation to its operation or otherwise including dividends or damages for breach and payments for
                    termination or variation of any contractual commitment or otherwise; and

              


      

    

    
      
        	

              	(b)	
                in relation to the Collateral Ship and a person, all money at any time payable to that person for or in relation to the use or operation of the Collateral
                    Ship, including freight, hire and passage moneys, money payable to that person for the provision of services by or from the Collateral Ship or under any charter commitment, requisition for hire compensation, remuneration for salvage and
                    towage services, demurrage and detention moneys and damages for breach and payments for termination or variation of any charter
                    commitment.

              


      

    

    Eco
          California Ship means the vessel described as such in Schedule 2 (Ship information).

    Eco
          Marina Del Ray Ship means the vessel described as such in Schedule 2 (Ship information).

    Eco
          Bel Air Ship means the vessel described as such in Schedule 2 (Ship information).

    Eco
          Beverley Hills Ship means the vessel described as such in Schedule 2 (Ship information).

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

    Eligible










          Institution means any Lender or other bank, financial institution, trust, fund or other entity selected by the Borrower and which, in each case, is not a Borrower Affiliate or an Obligor or another Group Member.

    
      6

      
        


    

    

    

    

    

    Environmental










          Claims means:

    
      
        	

              	(a)	
                enforcement, clean-up, removal or other governmental or regulatory action or orders or claims instituted or made pursuant to any Environmental Laws or resulting from a Spill; or

              


      

    

    
      
        	

              	(b)	
                any claim made by any other person relating to a Spill.

              


      

    

    Environmental










          Incident means any Spill from any vessel in circumstances where:

    
      
        	

              	(a)	
                any Fleet Vessel or its owner, operator or manager is
                    liable for Environmental Claims arising from the Spill (other than Environmental Claims arising and fully satisfied before the date of this Agreement); and/or

              


      

    

    
      
        	

              	(b)	
                any Fleet Vessel is arrested or attached in connection
                    with any such Environmental Claim.

              


      

    

    Environmental










          Laws means all laws, regulations and conventions concerning pollution or protection of human health or the environment.

    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 29 (Events of Default).

    Existing










          Facility Agreement means the $10,140,000 term loan facility agreement dated 1 June 2018 made between (inter alios) the PCH77 Borrower, as borrower, the Arranger, the
        Agent, the Security Agent and the Original Lenders.

    Facility










        means the revolving loan facility made available under this Agreement as described in clause 2 (The Facility).

    Facility










          Office means:

    
      
        	

              	(a)	
                in respect of a Lender, the office or offices notified by that Lender to the Agent in writing on or before the date it becomes a Lender (or, following that
                    date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement; or

              


      

    

    
      
        	

              	(b)	
                in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

              


      

    

    Facility










          Period means the period from and including the date of this Agreement to and including the date on which the Total Commitments have reduced to zero and all indebtedness of the Obligors under the Finance Documents has been fully paid and
        discharged.

    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.

              


      

    

    
      7

      
        


    

    

    

    

    

    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.

    Family










          Trading Facility means the term loan agreement dated 23 December 2015 (as amended, supplemented and/or restated from time to time) made between the Borrower and Family Trading Inc. for an amount not less than $25,000,000.

    Fee
          Letter means any letter or letters dated on the date of this Agreement between the Arranger and the Borrower (or the Agent and the Borrower) setting out any of the fees referred to in clause 12 (Fees) and includes any agreement setting out any fees payable to a Finance Party under any other Finance Document.

    Finance










          Documents means this Agreement, any Fee Letter, the Security Documents, the Subordination Deed and any deed of accession supplemental to it and any other document designated as such by the Agent and the Borrower.

    Finance










          Party means the Agent, the Security Agent, the Arranger or a Lender.

    Financial










          Indebtedness means any indebtedness for or in respect of:

    
      
        	

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

              


      

    

    
      
        	

              	(b)	
                any amount raised under any acceptance under any acceptance credit or bill discounting 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 respect of any lease or hire purchase contract which would, in accordance with GAAP be treated as a finance or capital lease;

              


      

    

    
      
        	

              	(e)	
                receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis and meet any requirement for de-recognition
                    under GAAP);

              


      

    

    
      
        	

              	(f)	
                any Treasury Transaction (and, when calculating the value of that Treasury 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 Treasury Transaction, that amount) shall be taken into account);

              


      

    

    
      8

      
        


    

    

    

    

    

    
      
        	

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

              


      

    

    
      
        	

              	(h)	
                in respect of the Borrower only, any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Reduction
                    Date or are otherwise classified as borrowings under GAAP);

              


      

    

    
      
        	

              	(i)	
                any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the
                    supply of assets or services and payment is due more than 180 days after the date of supply;

              


      

    

    
      
        	

              	(j)	
                any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) of a type not
                    referred to in any other paragraph of this definition having the commercial effect of a borrowing or otherwise classified as borrowings under GAAP; and

              


      

    

    
      
        	

              	(k)	
                the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (j) above.

              


      

    

    Financial










          Year means the annual accounting period of the Borrower ending on the Accounting Reference Date in each year.

    Flag
          State means the country specified in respect of the Collateral Ship in Schedule 2 (Ship information), or such other state or
        territory as may be approved by the Lenders, at the request of the Guarantor, as being the “Flag State” of the Collateral Ship for the purposes of the Finance Documents.

    Fleet
          Vessel means the Collateral Ship, the vessels listed in Schedule 2 (Ship information) and any other vessel owned by any Group Member.

    Funding










          Rate means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of clause 11.3 (Cost of funds).

    GAAP
        means general accounting principles and standards as applying in the United States of America from time to time.

    General










          Assignment means a second priority assignment of, and/or (as the case may be) a second priority deed of covenant in relation to the Insurances, Earnings of the Collateral Ship and Requisition Compensation by the Guarantor in favour of the
        Security Agent in the agreed form.

    Group
        means the Borrower and its Subsidiaries for the time being and, for the purposes of clause 20.3 (Financial statements) and clause 21 (Financial covenants), any other entity required to be treated as a subsidiary in its consolidated accounts in accordance with GAAP and/or any
        applicable law.

    Group
          Member means any Obligor and any other entity which is part of the Group.

    Holding










          Company means, in relation to a
        person, any other person in respect of which it is a Subsidiary.

    Impaired










          Agent means the Agent at any time when:

    
      
        	

              	(a)	
                it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for
                    payment;

              


      

    

    
      
        	

              	(b)	
                the Agent otherwise rescinds or repudiates a Finance Document;

              


      

    

    
      9

      
        


    

    

    

    

    

    
      
        	

              	(c)	
                (if the Agent is also a Lender) it is a Defaulting Lender under paragraphs (a) or (b) of the definition of “Defaulting Lender”; or

              


      

    

    
      
        	

              	(d)	
                an Insolvency Event has occurred and is continuing with respect to the Agent, 

                 

                  

                unless, in the case of paragraph (a) above:

              


      

    

    
      
        	

              	(i)	
                its failure to pay is caused by:

              


      

    

    
      
        	

              	(A)	
                administrative or technical error; or

              


      

    

    
      
        	

              	(B)	
                a Disruption Event; and

              


      

    

    payment is made within five Business Days of its due date; or

     

      

    
      
        	

              	(ii)	
                the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

              


      

    

    Increased










          Costs has the meaning given to that term in paragraph (b) of clause 14.1 (Increased costs).

    Indemnified










          Person means:

    
      
        	

              	(a)	
                each Finance Party, each Receiver, any Delegate and any attorney, agent or other person appointed by them under the Finance Documents;

              


      

    

    
      
        	

              	(b)	
                each Affiliate of those persons; and

              


      

    

    
      
        	

              	(c)	
                any officers, directors, employees, advisers, representatives or agents of any of the above persons.

              


      

    

    Insolvency










          Event in relation to an entity means that the entity:

    
      
        	

              	(a)	
                is dissolved (other than pursuant to a consolidation, amalgamation or merger);

              


      

    

    
      
        	

              	(b)	
                becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

              


      

    

    
      
        	

              	(c)	
                makes a general assignment, arrangement or composition with or for the benefit of its creditors;

              


      

    

    
      
        	

              	(d)	
                institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of
                    insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or
                    similar official;

              


      

    

    
      
        	

              	(e)	
                has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other
                    similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or
                    entity not described in paragraph (d) above and:

              


      

    

    
      
        	

              	(i)	
                results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding up or liquidation; or

              


      

    

    
      
        	

              	(ii)	
                is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

              


      

    

    
      10

      
        


    

    

    

    

    

    
      
        	

              	(f)	
                has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

              


      

    

    
      
        	

              	(g)	
                seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official
                    for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in
                    paragraph (d) above);

              


      

    

    
      
        	

              	(h)	
                has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other enforcement action
                    or legal process levied, enforced, taken or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within
                    30 days thereafter;

              


         

          	

                	(i)	 causes or is subject to any event with respect to it which, under the applicable laws of any
                    jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h) above; or 


        

      

    

    
      
        	

              	(j)	
                takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

              


      

    

    Insurance










          Notice means a notice of assignment in the form scheduled to the General Assignment or in another approved form.

    Insurances










        means:

    
      
        	

              	(a)	
                all policies and contracts of insurance; and

              


      

    

    
      
        	

              	(b)	
                all entries in a protection and indemnity or war risks or other mutual insurance association,

              


      

    

    in the name of the Guarantor or the joint names of the Guarantor and any other person in respect of
        or in connection with the Collateral Ship and/or its Earnings and includes all benefits thereof (including the right to receive claims and to return of premiums).

    Interbank










          Market means the London interbank market.

    Interest Period means, in relation to a Loan, each period determined in accordance with clause 10 (Interest Periods) and,










        in relation to an Unpaid Sum, each period determined in accordance with clause 9.3 (Default interest).

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

    
      
        	

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

              


      

    

    
      
        	

              	(b)	
                the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the relevant Interest Period,

              


      

    

    each as of 11:00 a.m. on the relevant Quotation Day.

    Joint
          Venture means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.

    Last
          Availability Date means 30 January 2020 (or such later date as may be approved by the Lenders).

    
      11

      
        


    

    

    

    

    

    Legal
          Opinion means any legal opinion delivered to the Agent under clause 4 (Conditions of Utilisation).

    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 Act 1980 and the Foreign Limitation Periods Act 1984, 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; and

              


      

    

    
      
        	

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

              


      

    

    Lender
        means:

    
      
        	

              	(a)	
                any Original Lender; and

              


      

    

    
      
        	

              	(b)	
                any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with clause 30 (Changes to the Lenders),

              


      

    

    which in each case has not ceased to be a Lender in accordance with the terms of this Agreement.

    LIBOR
        means, in relation to any Loan or any Unpaid Sum:

    
      
        	

              	(a)	
                the applicable Screen Rate as of 11:00 a.m. on the relevant Quotation Day for a period equal in length to the Interest Period of that Loan or Unpaid Sum; or

              


      

    

    
      
        	

              	(b)	
                as otherwise determined pursuant to clause 11.1 (Unavailability










                      of Screen Rate),

              


      

    

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

    Loan
        means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

    Loss
          Payable Clauses means the provisions concerning payment of claims under the Collateral Ship’s Insurances in the form scheduled to the General Assignment or in another approved form.

    Losses










        means any costs, expenses, payments, charges, losses, demands, liabilities, claims, actions, proceedings, penalties, fines, damages, judgments, orders or other sanctions.

    Major
          Casualty means any casualty to the Collateral Ship for which the total insurance claim, inclusive of any deductible, exceeds or is reasonably expected to exceed the Major Casualty Amount.

    Major
          Casualty Amount means the amount specified as such against the name of the Collateral Ship in Schedule 2 (Ship information) or the
        equivalent in any other currency.

    Majority










          Lenders means a Lender or Lenders whose Commitments aggregate more than 66 2/3 per cent of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 2/3 per cent of the Total Commitments
        immediately prior to that reduction).

    Manager’s










          Undertaking means a second priority undertaking by any manager of the Collateral Ship to the Security Agent in the agreed form pursuant to clause 23.9 (Manager).

    
      12

      
        


    

    

    

    

    

    Margin means 6 per cent per annum.

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

    
      
        	

              	(a)	
                the business or financial condition of an Obligor; or

              


      

    

    
      
        	

              	(b)	
                the ability of an Obligor to perform its obligations under the Finance Documents; or

              


      

    

    
      
        	

              	(c)	
                the legality, validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or purporting 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.

              


      

    

    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 the calendar
                    month in which that period is to end (if there is one) or on the immediately preceding Business Day (if there is not);

              


      

    

    
      
        	

              	(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 a second preferred or (as the case may be) a second priority mortgage of the Collateral Ship in the agreed form by the Guarantor in
        favour of the Security Agent and/or the Finance Parties.

    Mortgage










          Period means the period from the date the Mortgage is executed and registered until the date such Mortgage is released and discharged or, if earlier, its Total Loss Date.

    New
          Lender has the meaning given to that term in clause 30 (Changes to the Lenders).

    Notifiable










          Debt Purchase Transaction has the meaning given to that term in clause 44.9 (Disenfranchisement of Borrower Affiliates).

    Obligors










        means the parties to the Finance Documents (other than the Finance Parties) and Obligor means any one of them. 

    Operating










          Account means any Account designated as an “Operating Account” under clause 27 (Bank accounts).

    Original










          Jurisdiction means, in relation to an Original Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement or, in the case of any
        other Obligor, as at the date on which that Obligor becomes










        an Obligor.

    Original










          Obligor means each party to this Agreement and the Original Security Documents (other than a Finance Party).

    Original










          Security Documents means:

    
      
        	

              	(a)	
                the Share Security;

              


      

    

    
      13

      
        


    

    

    

    

    

    
      
        	

              	(b)	
                the Account Security in relation to each Operating Account;

              


      

    

    
      
        	

              	(c)	
                the Mortgage;

              


      

    

    
      
        	

              	(d)	
                the General Assignment;

              


      

    

    
      
        	

              	(e)	
                the Charter Assignment; and

              


      

    

    
      
        	

              	(f)	
                any Manager’s Undertaking if required under clause 23.9 (Manager).

              


      

    

    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.

    PCH77
          Borrower means PCH77 Shipping Company Limited of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.

    Permitted










          Maritime Liens means:

    
      
        	

              	(a)	
                any ship repairer’s or outfitter’s possessory lien in respect of the Collateral Ship for an amount not exceeding the Major Casualty Amount;

              


      

    

    
      
        	

              	(b)	
                any lien on the Collateral Ship for master’s, officer’s or crew’s wages outstanding in the ordinary course of its trading;

              


      

    

    
      
        	

              	(c)	
                any lien on the Collateral Ship for salvage or general average; and

              


      

    

    
      
        	

              	(d)	
                any other lien on the Collateral Ship arising by operation of law for claims incurred in the ordinary course of the operation, repair or maintenance of the Collateral Ship and which are outstanding for not longer than thirty (30) days or for an aggregate amount not exceeding the Major
                    Casualty Amount.

              


      

    

    Permitted










          Security Interests means, in relation to, any Security Interest over the Collateral Ship which is:

    
      
        	

              	(a)	
                granted by the Finance Documents; or

              


      

    

    
      
        	

              	(b)	
                approved by the Majority Lenders; or

              


      

    

    
      
        	

              	(c)	
                a Permitted Maritime Lien; or

              


      

    

    
      
        	

              	(d)	
                granted by the Post-Delivery Facility Agreement and any Post-Delivery Finance Documents.

              


      

    

    Pollutant










        means and includes crude oil and its products, any other polluting, toxic or hazardous substance and any other substance whose release into the environment is regulated or penalised by Environmental Laws.

    Post-Delivery










          Events means each one of the events described in clauses 7.1 (Illegality), 7.7 (Total Loss), 7.9 (Mandatory Cancellation) and 31 (Events of Default) of the Post-Delivery Facility Agreement.

    Post-Delivery










          Facility Agreement means the facility agreement dated 5 September 2017 (as amended and/or supplemented from time to time) between (among others) the Guarantor as borrower, the financial institutions listed therein as lenders and Amsterdam
        Trade Bank N.V. as agent and security agent in respect of a loan of up to $23,500,000.

    
      14

      
        


    

    

    

    

    

    Post-Delivery










          Finance Documents has the meaning given to “Finance Documents” in the Post-Delivery Facility Agreement.

    Quasi-Security










        has the meaning given to that term in clause 28.2 (General negative pledge).

    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 in the Interbank Market differs, in which case the Quotation Day shall be determined by the Agent in accordance with
        market practice in the Interbank Market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days).

    Receiver










        means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property appointed under any Security Document.

    Reduction










          Date means, subject to clause 38.8 (Business










          Days), 31 January 2020 (or such later date as may be approved by the Lenders).

    Reformed










          Basel III means the agreements contained in “Basel III: Finalising post-crisis reforms” published by the Basel Committee on Banking Supervision in December 2017, as amended, supplemented or restated.

    Reformed










          Basel III Increased Cost means an Increased Cost which is attributable to the implementation or application of or compliance with any other law or regulation which implements Reformed Basel III (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates.

    Registry










        means such registrar, commissioner or representative of the relevant Flag State who is duly authorised and empowered to register the Collateral Ship,
        the Guarantor’s title to the Collateral Ship and the Mortgage under the laws of its Flag State.

    Related










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

    Relevant










          Jurisdiction means, in relation to an Obligor:

    
      
        	

              	(a)	
                its Original Jurisdiction;

              


      

    

    
      
        	

              	(b)	
                any jurisdiction where any Charged Property owned by it is situated;

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    Relevant










          Nominating Body means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

    Repeating










          Representations means each of the representations set out in clauses 19.1 (Status) to clause 19.10 (Centre of main interests and establishments).

    Replacement










          Benchmark means a benchmark rate which is:

    
      
        	

              	(b)	
                formally designated, nominated or recommended as the replacement for the Screen Rate by:

              


      

    

    
      
        	

              	(i)	
                the administrator of that Screen Rate; or

              


      

    

    
      15

      
        


    

    

    

    

    

    
      
        	

              	(ii)	
                any Relevant Nominating Body,

              


      

    

    and if replacements have, at the relevant time, been formally designated, nominated or recommended
        under both paragraphs, the “Replacement Benchmark” will be the replacement under paragraph (ii) above;

    
      
        	

              	(c)	
                in the opinion of the Majority Lenders and the Borrower, generally accepted in the international or any relevant domestic syndicated loan markets as the
                    appropriate successor to the Screen Rate; or

              


      

    

    
      
        	

              	(d)	
                in the opinion of the Majority Lenders and the Borrower, an appropriate successor to the Screen Rate.

              


      

    

    Representative










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

    Requisition










          Compensation means any compensation paid or payable by a government entity for the requisition for title, confiscation or compulsory acquisition of the Collateral Ship.

    Resolution










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

    Rollover










          Loan means one or more Loans:

    
      
        	

              	(a)	
                made or to be made on the same day that a maturing Loan is due to be repaid;

              


      

    

    
      
        	

              	(b)	
                the aggregate amount of which is equal or less than the amount of the maturing Loan; and

              


      

    

    
      
        	

              	(c)	
                made or to be made for the purpose of refinancing a maturing Loan.

              


      

    

    Restricted










          Person means a person that:

    
      
        	

              	(a)	
                is listed on any Sanctions List (whether designated by name or by reason of being included in a class of person) or otherwise a target of Sanctions;

              


      

    

    
      
        	

              	(b)	
                is domiciled, registered as located or having its main place of business in, or is incorporated under the laws of or, such country or territory which is, or
                    whose government is, subject to Sanctions broadly prohibiting dealings with such government, country or territory;

              


      

    

    
      
        	

              	(c)	
                is directly or indirectly owned by or controlled by a person referred to in (a) and/or (b) above; or

              


      

    

    
      
        	

              	(d)	
                owns or controls a person referred to in (a) and/or (b) above.

              


      

    

    Sanctions










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

    
      
        	

              	(a)	
                the United States of America;

              


      

    

    
      
        	

              	(b)	
                the United Nations Security Council;

              


      

    

    
      
        	

              	(c)	
                the United Kingdom;

              


      

    

    
      
        	

              	(d)	
                the European Union or any of its member states;

              


      

    

    
      
        	

              	(e)	
                any country to which any Obligor or any Affiliate of any of them is bound; or

              


      

    

    
      16

      
        


    

    

    

    

    

    
      
        	

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

              


      

    

    Sanctions










          List means the “Specially Designated Nationals and Blocked Persons” list issued by OFAC, the “Consolidated List of Financial Sanctions
        Targets and Investment Ban List” issued by HMT, the “Consolidated Sanctions List” (including the “Sectoral Sanctions Identifications” list) both issued by OFAC, or any similar list issued or maintained or made public by any of the Sanctions Authorities.

    Screen










          Rate means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for dollars and the relevant period displayed (before any correction,
        recalculation or republication by the administrator) on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate), or on the appropriate page of such other information service which
        publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate with the agreement of the Borrower and the Lenders.

    Screen










          Rate Replacement Event means, in relation to the Screen Rate:

    
      
        	

              	(a)	
                the methodology, formula or other means of determining that Screen Rate has, in the opinion of the Majority Lenders, and the Borrower materially changed; or

              


      

    

    (b)

    (i)

    
      
        	

              	(A)	
                the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or

              


      

    

    
      
        	

              	(B)	
                information is published in any order, decree, notice,
                    petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative,
                    regulatory or judicial body which reasonably confirms that the administrator of that Screen Rate is insolvent, provided that, in each case, at that time, there is no successor administrator to continue to provide that Scree Rate; or

              


      

    

    
      
        	

              	(ii)	
                the administrator of that Screen Rate publicly announces that it has ceased or will cease, to provide that Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate; or

              


      

    

    
      
        	

              	(iii)	
                the supervisor of the administrator of that Screen Rate publicly announces that the Screen Rate has been or will be permanently or indefinitely discontinued;
                    or

              


      

    

    
      
        	

              	(c)	
                the administrator of the Screen Rate determines that the Screen Rate should be calculated in accordance with its reduced submissions or other contingency or
                    fallback policies or arrangements and either:

              


      

    

    
      
        	

              	(i)	
                the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders and the Borrower) temporary; or

              


      

    

    
      
        	

              	(ii)	
                that Screen Rate is calculated in accordance with any such policy or arrangement for a period no less than 15 Business Days; or

              


      

    

    
      
        	

              	(d)	
                in the opinion of the Majority Lenders and the Borrower, the Screen Rate is otherwise no longer appropriate for the purposes of calculating interest under
                    this Agreement.

              


      

    

    
      17

      
        


    

    

    

    

    

    Secured










          Liabilities means all indebtedness and obligations at any time of any Obligor to any Finance Party (whether for its own account or as
        agent or trustee for itself and/or other Finance Parties) under, or related to, the Finance Documents.

    Secured










          Obligations means all the Secured Liabilities and all other indebtedness and obligations at any time due, owing or incurred by each Obligor to any Finance Party under the Finance Documents.

    Security










          Agent includes any person as may be appointed as such under the Finance Documents and includes any separate trustee or co-trustee appointed under clause 33.8 (Additional trustees)).

    Security










          Documents means:

    
      
        	

              	(a)	
                the Original Security Documents; and

              


      

    

    
      
        	

              	(b)	
                any other document as may be executed to guarantee and/or secure any amounts owing to the Finance Parties under this Agreement or any other Finance Document.

              


      

    

    Security










          Interest means a mortgage, charge, pledge, lien, assignment, trust, hypothecation or other security interest of any kind securing any
        obligation of any person or any other agreement or arrangement having a similar effect.

    Security










          Property means:

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(c)	
                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 Finance Parties.

              


      

    

    Separate










          Loan has the meaning given to it in clause 6.1 (Repayment).

    Share
          Security means the document constituting a second Security Interest executed by the Borrower in favour of the Security Agent in the agreed form in respect of all of the shares in the Guarantor.

    Ship
          Representations means each of the representations and warranties set out in clauses 19.36 (Collateral Ship status) and 19.37 (Collateral Ship’s employment).

    Spill
        means any actual or threatened spill, release or discharge of a Pollutant into the environment.

    Subordination










          Deed means the subordination agreement between (inter alios) the Finance Parties and Family Trading Inc. in an agreed from.

    Subsidiary










        of a person means any other person:

    
      
        	

              	(a)	
                directly or indirectly controlled by such person; or

              


      

    

    
      
        	

              	(b)	
                of whose dividends or distributions on ordinary voting share capital such person is beneficially entitled to receive more than 50 per cent,

              


      

    

    
      18

      
        


    

    

    

    

    

    and a person is a” wholly-owned
          Subsidiary” of another person if it has no members except that other person and that other person’s wholly-owned Subsidiaries or persons acting on behalf of that other person or its
        wholly-owned Subsidiaries.

    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).

    Total
          Commitments means the aggregate of the Commitments.

    Total
          Loss means in relation to the Collateral Ship, its:

    
      
        	

              	(a)	
                actual, constructive, compromised or arranged total loss; or

              


      

    

    
      
        	

              	(b)	
                requisition for title, confiscation or other compulsory
                    acquisition by a government entity; or

              


      

    

    
      
        	

              	(c)	
                hijacking, theft, condemnation, capture, seizure, arrest or detention for more than 90 days or in the case of piracy for more than 180 days.

              


      

    

    Total
          Loss Date means and the Total Loss of the Collateral Ship:

    
      
        	

              	(a)	
                in the case of an actual total loss, the date it happened or, if










                    such date is not known, the date on which the Collateral Ship was last reported;

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(i)	
                the date notice of abandonment of the Collateral Ship is given to its insurers; or

              


      

    

    
      
        	

              	(ii)	
                if the insurers do not admit such a claim, the date later
                    determined by a competent court of law to have been the date on which the total loss happened; or

              


      

    

    
      
        	

              	(iii)	
                the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the Collateral Ship’s insurers;

              


      

    

    
      
        	

              	(c)	
                in the case of a requisition for title, confiscation or compulsory acquisition, the date it happened; and

              


      

    

    
      
        	

              	(d)	
                in the case of hijacking, theft, condemnation, capture, seizure, arrest or detention, the date 90 days after the date upon which it happened or in the case of piracy, the date falling 180 days after the date it happened.

              


      

    

    Transaction










          Document means:

    
      
        	

              	(a)	
                each of the Finance Documents; and

              


      

    

    
      
        	

              	(b)	
                each Charter Document.

              


      

    

    Transaction










          Security means the Security Interests created or evidenced or expressed to be created or evidenced under or pursuant to the Security Documents.

    Transfer










          Certificate means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form
        agreed between the Agent and the Borrower.

    Transfer










          Date means, in relation to an assignment pursuant to a Transfer Certificate, the later of:

    
      
        	

              	(a)	
                the proposed Transfer Date specified in the Transfer Certificate; and

              


      

    

    
      
        	

              	(b)	
                the date on which the Agent executes the Transfer Certificate.

              


      

    

    
      19

      
        


    

    

    

    

    

    Treasury Transaction means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

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

    US means the United States of America.

    US Tax Obligor means:

    
      
        	

              	(a)	
                the Borrower if it is resident for tax purposes in the US; or

              


      

    

    
      
        	

              	(b)	
                an Obligor 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 making of a Loan.

    Utilisation










          Date means the date on which a Utilisation is to be made.

    Utilisation










          Request means a notice substantially in the form set out in Schedule 4 (Utilisation Request).

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

              


      

    

    Write-down










          and Conversion Powers means:

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	1.2	
                Construction

              


      

    

    
      
        	

              	(a)	
                Unless a contrary indication appears, a reference in any
                    of the Finance Documents to:

              


      

    

    
      
        	

              	(i)	
                Sections, clauses and Schedules are to be construed as references to the Sections and clauses of, and the Schedules to, the relevant Finance Document and
                    references to a Finance Document include its Schedules;

              


      

    

    
      20

      
        


    

    

    

    

    

    
      
        	

              	(ii)	
                a Finance Document or any other agreement or
                    instrument is a reference to that Finance Document or other agreement or instrument as it may from time to time be amended, restated, novated or replaced, however fundamentally;

              


      

    

    
      
        	

              	(iii)	
                words importing the plural shall include the singular and vice versa;

              


      

    

    
      
        	

              	(iv)	
                a time of day is to London time;

              


      

    

    
      
        	

              	(v)	
                any person includes its successors in title, permitted assignees or transferees;

              


      

    

    
      
        	

              	(vi)	
                a document in agreed form means:

              


      

    

    
      
        	

              	(A)	
                where a Finance Document has already been executed by all of the relevant parties, such Finance Document in its executed form;

              


      

    

    
      
        	

              	(B)	
                prior to the execution of a Finance Document, the form of such Finance Document separately agreed in writing between the Agent and the Borrower as the form in
                    which that Finance Document is to be executed or another form approved at the request of the Borrower or, if not so agreed or approved, is in the form specified by the Agent;

              


      

    

    
      
        	

              	(vii)	
                approved by the Majority Lenders or approved by the Lenders means










                    approved in writing by the Agent acting on the instructions of the Majority Lenders or, as the case may be, all of the Lenders (on
                    such conditions as they may respectively impose) and otherwise approved means approved in writing by the Agent (on such conditions
                    as the Agent may impose) and approval and approve shall be construed accordingly;

              


         

          	

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

                


          

        

      

    

    
      
        	

              	(ix)	
                charter commitment means, in relation to a vessel, any
                    charter or contract for the use, employment or operation of that vessel or the carriage of people and/or cargo or the provision of services by or from it and includes any agreement for pooling or sharing income derived from any such charter or contract;

              


      

    

    
      
        	

              	(x)	
                control of an entity means:

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(1)	
                cast, or control the casting of, more than 50 per cent of the maximum number of votes that might be cast at a general meeting of that entity; or

              


      

    

    
      
        	

              	(2)	
                appoint or remove all, or the majority, of the directors or other equivalent officers of that entity; or

              


      

    

    
      
        	

              	(3)	
                give directions with respect to the operating and financial policies of that entity with which the directors or other equivalent officers of that entity are
                    obliged to comply; or

              


      

    

    
      
        	

              	(B)	
                the holding beneficially of more than 50 per cent of the issued share capital of that entity (excluding any part of that issued share capital that carries no
                    right to participate beyond a specified amount in a distribution of either profits or capital) (and, for this purpose, any Security Interest over share capital shall be disregarded in determining the beneficial ownership of such share
                    capital);

              


      

    

    and controlled










        shall be construed accordingly;

    
      21

      
        


    

    

    

    
      
        
          	

                	(xi)	
                  the term disposal or dispose means a sale, transfer or other disposal (including by way of lease or loan but not including by way of loan of money) by a person of all or part of
                      its assets, whether by one transaction or a series of transactions and whether at the same time or over a period of time, but not the
                      creation of a Security Interest;

                


        

      

      
        
          	

                	(xii)	
                  the equivalent of an amount specified in a
                      particular currency (the specified currency amount) shall be construed as a reference to the amount of the other relevant currency which can be purchased with the specified currency amount in the London foreign exchange market at or about 11 a.m. on the date the calculation falls to be made for spot delivery, as
                      conclusively determined by the Agent (with the relevant exchange rate of any such purchase being the Agent’s spot rate of exchange);

                


        

      

      
        
          	

                	(xiii)	
                  a government entity means any government, state or
                      agency of a state;

                


        

      

      
        
          	

                	(xiv)	
                  a group of Lenders or a group of Finance Parties includes all the Lenders or (as the case may be) all the Finance Parties;

                


        

      

      
        
          	

                	(xv)	
                  a guarantee means (other than in clause 18 (Guarantee and indemnity)) any guarantee,
                      letter of credit, bond, indemnity








                      or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

                


        

      

      
        
          	

                	(xvi)	
                  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;

                


        

      

      
        
          	

                	(xvii)	
                  an obligation means any duty, obligation or liability of any kind;

                


        

      

      
        
          	

                	(xviii)	
                  something being in the ordinary course of business of








                      a person means something that is in the ordinary course of that person’s current day-to-day operational business (and not merely anything which that person is entitled to do under its Constitutional Documents);

                


        

      

      
        
          	

                	(xix)	
                  pay or repay in








                      clause 28 (Business restrictions) includes by way of set-off, combination of accounts or otherwise;

                


        

      

      
        
          	

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

                


        

      

      
        
          	

                	(xxi)	
                  a regulation includes any regulation, rule, official directive, request or
                      guideline (whether or not having the force of law but if not having the force of law, one with which a person habitually complies) of
                      any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation and, in relation to any Lender, includes (without limitation) any Basel II Regulation or Basel III Regulation or any law or regulation which implements Reformed Basel III, in each case which is applicable to that Lender;

                


        

      

      
        
          	

                	(xxii)	
                  right means any right, privilege, power or remedy, any proprietary interest in any asset and any other interest or remedy of any kind, whether actual or contingent, present or future, arising under contract or law, or in equity;

                


        

      

      
        
          	

                	(xxiii)	
                  trustee, fiduciary and fiduciary duty has in each case the meaning given to such term under applicable law;

                


        

      

    

    

    

    

    
      22

      
        


    

    

    

    
      
        
          	

                	(xxiv)	
                  (i) the liquidation, winding up, dissolution, or administration of








                      person or (ii) a receiver or administrative receiver or administrator in the context of insolvency proceedings or security
                      enforcement actions in respect of a person shall be construed so as to include any equivalent or analogous proceedings or any equivalent and analogous person or appointee (respectively) under the law of the jurisdiction in which such
                      person is established or incorporated or any jurisdiction in which such person carries on business including (in respect of proceedings) the seeking or occurrences of liquidation, winding-up, reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of debtors; and

                


        

      

      
        
          	

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

                


        

      

    

    
       

    

    
       

    

    
      
        	

              	(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)	
                Where in this Agreement a provision includes a monetary reference level in one currency, unless a contrary indication appears, such reference level is intended to apply equally to its
                    equivalent in other currencies as of the relevant time for the purposes of applying such reference level to any other currencies.

              


      

    

    
      
        	

              	(d)	
                Section, clause and Schedule headings are for ease of reference only.

              


      

    

    
      
        	

              	(e)	
                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.

              


      

    

    
      
        	

              	(f)	
                A Default is continuing if it has not been remedied or waived.

              


      

    

    
      
        	1.3	
                Currency symbols and definitions

              


      

    

    $, USD and dollars denote the lawful currency of the United States of America.

    
      
        	1.4	
                Third party rights

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(b)	
                Any Finance Document may be rescinded or varied by the
                    parties to it without the consent of any person who is not a party to it (unless otherwise provided by this Agreement).

              


      

    

    
      
        	

              	(c)	
                An Indemnified Person who is not a party to a Finance Document may only enforce its rights under that Finance Document through a Finance Party and if and to
                    the extent and in such manner as the Finance Party may determine.

              


      

    

    
      
        	1.5	
                Finance Documents

              


      

    

    Where any other Finance Document provides that this
        clause 1.5 shall apply to that Finance Document, any










        other provision of this Agreement which, by its terms, purports to apply to all or any of the Finance Documents and/or any Obliger shall apply to
        that Finance Document as if set out in it but with all necessary changes.

    
      
        	1.6	
                Conflict of documents

              


      

    

    The terms of the Finance Documents (other than as relates to the creation and/or perfection of
        security) are subject to the terms of this Agreement and, in the event of any conflict between

    
      23

      
        


    

    

    

    

    

    any provision of this Agreement and any provision of any Finance Document (other than in relation to the creation and/or perfection of security) the provisions of this Agreement shall prevail.

    
      24

      
        


    

    

    

    

    

    

    

    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 revolving loan
        facility in an aggregate amount equal to the Total Commitments.

    
      
        	2.2	
                Finance Parties’ rights and obligations

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(b)	
                The rights of each Finance Party under or in connection with










                    the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt 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 a Loan or any other amount owed by an Obligor which relates to a Finance Party’s participation in a Facility or its role under a Finance Document (including any such amount payable to the Agent
                    on its behalf) is a debt owing to that Finance Party by that Obligor.

              


      

    

    
      
        	

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

              


      

    

    
       

    

    
      
        	2.3	
                Reduction of Total Commitments

              


      

    

    The Total Commitments shall be reduced as follows:

    
      
        	

              	(a)	
                by $3,000,000 for as long as the Eco Bel Air Ship or the Eco Beverly Hills Ship is not subject to committed arrangements for its post-delivery financing in
                    form and substance approved by the Lenders. It is only after the Lenders confirm that they have approved any such arrangements for both these ships and only whilst such arrangements remain effective that the said $3,000,000 shall be available for Utilisation in accordance with this Agreement; and

              


      

    

    
      
        	

              	(b)	
                by an amount equal to any prepayment made under clause 7.7 (Mandatory










                      prepayment),

              


      

    

    provided always that any reduction made to the Total Commitments in accordance with paragraph (b)
        above shall be permanent in nature and shall not be reinstated for any reason whatsoever. In case of a reduction to the Total Commitments in
        accordance with this Agreement, the Commitment of each Lender shall be reduced proportionately.

    
      
        	3.	
                Purpose

              


      

    

    
      
        	3.1	
                Purpose

              


      

    

    The Borrower shall apply all amounts borrowed under the Facility in accordance with this clause 3.

    
      25

      
        


    

    

    

    

    

    
      
        	3.2	
                Refinancing

              


      

    

    The Total Commitments shall initially be made available for the purpose of assisting the Borrower to
        fund the PCH77 Borrower to refinance all amounts owing under the Existing Facility Agreement.

    
      
        	3.3	
                Subsequent Loans

              


      

    

    After that, the Active Facility may be used for general corporate purposes and to repay maturing Loans.

    
      
        	3.4	
                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 Lenders will only be obliged to comply with clause 5.4 (Lenders’ participation) in relation to any Utilisation if on or before the Utilisation Date for that Utilisation, the Agent, or its duly authorised representative, has received all of the documents and other evidence listed in Part 1 of Schedule 3 (Conditions
          precedent to any Utilisation) in form and substance satisfactory to the Agent.

    
      
        	4.2	
                Conditions precedent before first Utilisation

              


      

    

    A Loan may only be borrowed under this Agreement if the Agent, or its duly authorised representative, has received all of the documents and
        evidence listed in Part 2 of Schedule 3 (Conditions precedent to any Loan) in relation to that Loan in form and substance satisfactory to the
        Agent.

    
      
        	4.3	
                Notice of satisfaction of conditions

              


      

    

    The Agent shall notify the Lenders and the Borrower promptly after receipt by it of the documents and
        evidence referred to in this clause 4 in form and substance satisfactory to it. Other than to the extent that the Majority Lenders notify the Agent in writing










        to the contrary before the Agent gives any such notification, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any
        damages, costs or losses whatsoever as a result of giving any such notification.

    
      
        	4.4	
                Further conditions precedent

              


      

    

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

    
      
        	

              	(a)	
                in the case of a Rollover Loan, on the date of the
                    Utilisation Request and on the proposed Utilisation Date, no Default is continuing or would result from the proposed Loan;

              


      

    

    
      
        	

              	(b)	
                in the case of any other Utilisation, on the date of the
                    Utilisation Request and on the proposed Utilisation Date, no Default is continuing or would result from the proposed Utilisation;

              


      

    

    
      
        	

              	(c)	
                on the date of the first Utilisation Request and on the
                    proposed Utilisation Date, all of
                    the representations set out in clause 19 (Representations) (except the Ship Representations) are true; and

              


      

    

    
      
        	

              	(d)	
                where the proposed Utilisation Date is to be the first day of the Mortgage Period, the Ship Representations are true on the proposed Utilisation Date.

              


      

    

    
      26

      
        


    

    

    

    

    

    
      
        	4.5	
                Maximum number of Loans

              


      

    

    The Borrower may not deliver a Utilisation Request if, as a result of the proposed Utilisation, 22 or more Loans would be outstanding. Any Separate Loan shall not be taken into account in this clause 4.5.

    
      
        	4.6	
                Waiver of conditions precedent

              


      

    

    The conditions in this clause 4 are inserted solely for the benefit of the Finance Parties and may be
        waived on their behalf in whole or in part and with or without conditions by the Agent acting on the instructions of the Majority Lenders.

    
      27

      
        


    

    

    

    

    

    Section 3 - Utilisation

    
      
        	5.	
                Utilisation

              


      

    

    
      
        	5.1	
                Delivery of a Utilisation Request

              


      

    

    The Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation
        Request not later than 11:00 a.m. three Business Days before the proposed Utilisation Date.

    
      
        	5.2	
                Completion of a Utilisation Request

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(i)	
                the proposed Utilisation Date is a Business Day falling on or before the Last Availability Date;

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(iii)	
                the proposed Interest Period complies with clause 10 (Interest










                      Periods); and

              


      

    

    
      
        	

              	(iv)	
                it identifies the purpose for the Utilisation and that purpose complies with clause 3 (Purpose).

              


      

    

    
      
        	

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

              


      

    

    
      
        	5.3	
                Currency and amount

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(b)	
                The amount of the proposed Loan must be a minimum of $500,000 or, if less, the amount of the Active Facility less the aggregate amount of the outstanding Loans and must not exceed (when aggregated with the outstanding Loans) the Active Facility.

              


      

    

    
      
        	5.4	
                Lenders’ participation

              


      

    

    
      
        	

              	(a)	
                If the conditions set out in this Agreement have been met and subject to clause 6.1 (Repayment), each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(c)	
                The Agent shall promptly notify each Lender of the amount of each Loan and the amount of its participation in that Loan and, if different, the amount of that
                    participation to be made available in accordance with clause 38.1 (Payment to the Agent), in each case by 11:00 a.m. on the
                    relevant Quotation Day.

              


      

    

    
      
        	

              	(d)	
                The Agent shall pay all amounts received by it in respect of each Loan (and its own participation in it, if any) to the Borrower or for its account, in each case in accordance with the instructions contained in the Utilisation Request.

              


      

    

    
      28

      
        


    

    

    

    

    

    Section 4 - Repayment, Prepayment and Cancellation

    
      
        	6.	
                Repayment

              


      

    

    
      
        	6.1	
                Repayment

              


      

    

    
      
        	

              	(a)	
                The Borrower shall, subject to paragraph (c) below, repay each Loan on the last day of its Interest Period.

              


      

    

    
      
        	

              	(b)	
                Without prejudice to the Borrower’s obligation under
                    paragraph (a) above, if one or more Loans are to be made available to the Borrower on the same day that a maturing Loan is due to be repaid by the Borrower and the proportion borne by each Lender’s participation in the maturing Loan to
                    the amount of that maturing Loan is the same as the proportion borne by that Lender’s participation in the new Loans shall be treated as of applied in or towards repayment of the maturing Loan so that:

              


      

    

    
      
        	

              	(i)	
                if the amount of the maturing Loan exceeds the aggregate amount of the new Loans:

              


      

    

    
      
        	

              	(A)	
                the Borrower will only be required to make a payment under clause 38.1 (Payments to the Agent) in an amount equal to that excess; and

              


      

    

    
      
        	

              	(B)	
                each Lender’s participation in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that
                    Lender’s participation in the maturing Loan and that Lender will not be required to make a payment under clause 38.1(Payments to the Agent)
                    in respect of its participation in the new Loans; and

              


      

    

    
      
        	

              	(ii)	
                if the amount of the maturing Loan is equal to or less than the aggregate amount of the new Loans:

              


      

    

    
      
        	

              	(A)	
                the Borrower will not be required to make a payment under clause 38.1 (Payments to the Agent); and

              


      

    

    
      
        	

              	(B)	
                each Lender will be required to make a payment under clause 38.1 (Payments to the Agent) in respect of its participation in the new Loans only to the extent that its participation
                    in the new Loans exceeds that Lender’s participation in the maturing Loan and the remainder of that Lender’s participation in the new Loans shall be treated as having been made available and applied by the Borrower in or towards
                    repayment of that Lender’s participation in the maturing Loan.

              


      

    

    
      
        	

              	(c)	
                At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in the Loans then outstanding will be
                    automatically extended to the Reduction Date and will be treated as separate Loans (the Separate Loans).

              


      

    

    
      
        	

              	(d)	
                The Borrower may prepay that Loan by giving not less than five Business Days’ prior notice to the Agent. The Agent will forward a copy of a prepayment notice received in accordance with this paragraph (d) to the Defaulting Lender concerned as soon as
                    practicable on receipt.

              


      

    

    
      
        	

              	(e)	
                Interest in respect of a Separate Loan will accrue for
                    successive Interest Periods selected by the Borrower by the time and date specified by the Agent (acting reasonably) and will be payable by that Borrower to the Agent (for the account of that Defaulting Lender) on the last day of each
                    such Interest Period.

              


      

    

    
      
        	

              	(f)	
                The terms of this Agreement relating to Loans generally shall continue to apply to Separate Loans other than to the extent inconsistent with paragraphs (c) to
                    (e) above, in which case those paragraphs shall prevail in respect of any Separate Loan.

              


      

    

    
      29

      
        


    

    

    

    

    

    
      
        	

              	(g)	
                All Loans shall be repaid in full on the Reduction Date.

              


      

    

    
      
        	7.	
                Illegality, prepayment and cancellation

              


      

    

    
      
        	7.1	
                Illegality

              


      

    

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

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(c)	
                to the extent that the Lender’s participation has not been assigned pursuant to clause 7.6 (Replacement of Lender), the Borrower shall repay that Lender’s participation in the Loans on the last day of the Interest Period for each Loan occurring after the Agent has notified the
                    Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment shall be cancelled in the amount of the
                    participation repaid.

              


      

    

    
      
        	7.2	
                Voluntary cancellation

              


      

    

    The Borrower may, if it gives the Agent not less than 15 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel










        the whole or any part (being a minimum amount of $500,000 or a multiple of $500,000) of the Available Facility. Any cancellation under this clause
        7.2 shall reduce the Commitments of the Lenders rateably. If such a cancellation (and consequent reduction in the Commitments) results in the
        Active Facility exceeding the Total Commitments as reduced by such cancellation, the Active Facility shall be reduced to correspond to the Total
        Commitments as so reduced.

    
      
        	7.3	
                Voluntary prepayment

              


      

    

    The Borrower may, if it gives the Agent not less than 15 Business Days’ (or such shorter period as
        the Majority Lenders may agree) prior notice, prepay the whole or any part of a Loan (but if in part, being an amount that reduces the amount of the Loan by a minimum amount of $500,000 or a multiple of $500,000), on the last day of an Interest
        Period in respect of the amount to be prepaid or, together with Break Costs (if any), at any other time.

    
      
        	7.4	
                Right of cancellation and prepayment in relation to a single Lender

              


      

    

    
      
        	

              	(a)	
                If:

              


      

    

    
      
        	

              	(i)	
                any sum payable to any Lender by an Obligor is required to be increased under clause 13.2 (Tax gross-up); or

              


      

    

    
      
        	

              	(ii)	
                any Lender claims indemnification from the Borrower under clause 13.3 (Tax indemnity) or clause 14.1 (Increased costs),

              


      

    

    the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that
        Lender’s participation in the Loans.

    
      
        	

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

              


      

    

    
      30

      
        


    

    

    

    

    

    
      
        	

              	(c)	
                On the last day of each Interest Period which ends after the Borrower has given notice 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 relevant Loan together with all interest and other amounts accrued under the Finance Documents which is then owing to it.

              


      

    

    
      
        	7.5	
                Right of cancellation in relation to a Defaulting Lender

              


      

    

    
      
        	

              	(a)	
                If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues to be a Defaulting Lender give the Agent 15 Business
                    Days’ notice of cancellation of the Available Commitment of that Lender.

              


      

    

    
      
        	

              	(b)	
                On such notice becoming effective, the Available Commitment of the Defaulting Lender shall immediately be reduced to zero and the Agent shall as soon as
                    practicable after receipt of such notice, notify all the Lenders.

              


      

    

    
      
        	7.6	
                Replacement of Lender

              


      

    

    
      
        	

              	(a)	
                If:

              


      

    

    
      
        	

              	(i)	
                the Borrower becomes obliged to repay any amount in accordance with clause 7.1 (Illegality) to any Lender; or

              


      

    

    
      
        	

              	(ii)	
                any of the circumstances set out in paragraph (a) of clause 7.4 (Right of cancellation and prepayment in relation to a single Lender) apply to a Lender,

              


      

    

    the Borrower may, on 15 Business Days’ prior notice to the Agent and such Lender, replace that Lender
        by requiring such Lender to assign (and, to the extent permitted by law, such Lender shall assign) pursuant to clause 30 (Changes to the Lenders) all (and not part only) of its rights under this Agreement (and any Security Document to which such Lender is a party in its capacity as a
        Lender) to an Eligible Institution (a Replacement Lender) which confirms its willingness to undertake and does undertake all the obligations of the assigning Lender in accordance with clause 30 (Changes to the Lenders) for a purchase price in cash payable at the time of the assignment in an amount equal to the aggregate of:

    
      
        	

              	(A)	
                the outstanding principal amount of such Lender’s participation in the Loan;

              


      

    

    
      
        	

              	(B)	
                all accrued interest owing to such Lender;

              


      

    

    
      
        	

              	(C)	
                the Break Costs which would have been payable to such Lender pursuant to clause 11.5 (Break Costs) had the Borrower prepaid in full that Lender’s participation in the Loan on the date
                    of the assignment; and

              


      

    

    
      
        	

              	(D)	
                all other amounts payable to that Lender under the Finance Documents on the date of the assignment.

              


      

    

    
      
        	

              	(b)	
                The replacement of a Lender pursuant to this clause 7.6 shall be subject to the following conditions:

              


      

    

    
      
        	

              	(i)	
                the Borrower shall have no right to replace the Agent or the Security Agent;

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      31

      
        


    

    

    

    

    

    
      
        	

              	(iv)	
                the Lender shall only be obliged to assign its rights pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your
                    customer” or other similar checks under all applicable laws and regulations in relation to that assignment.

              


      

    

    
      
        	

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

              


      

    

    
      
        	7.7	
                Mandatory prepayment

              


      

    

    
      
        	

              	(a)	
                Each time that the Borrower, after the date of this Agreement, raises equity capital from its shareholders (other than by means of converting any then current
                    Financial Indebtedness into common shares in the Borrower or preferred shares in the Borrower not paying any cash dividend) or otherwise, it shall make a prepayment of the Loans in an aggregate amount in dollars equal to the lesser of
                    (i) the aggregate of the Loans outstanding at the time and (ii) the higher of (A) 25 per cent of the equity capital so raised and (B) the amount by which the Family Trading Facility is reduced by the proceeds of any such equity capital
                    so raised.

              


      

    

    
      
        	

              	(b)	
                Each time that the Borrower, after the date of this Agreement, incurs any Financial Indebtedness (other than (i) from its shareholders, (ii) debt finance
                    incurred for the sole purpose of refinancing any existing indebtedness of the Group and secured by means of a mortgage over a Fleet Vessel and (iii) debt finance incurred for the purposes of clause 28.13 (Capital Expenditure)), it shall make a
                    prepayment of the Loans in an aggregate amount equal to the lesser of (i) the aggregate of the Loans outstanding at the time and (ii) the Financial Indebtedness so incurred.

              


      

    

    
      
        	

              	(c)	
                Any prepayment made in accordance with paragraphs (a) or (b) above, shall be applied pro rata against the Loans outstanding at the time.

              


      

    

    
      
        	7.8	
                Automatic cancellation

              


      

    

    Any part of the Total Commitments which has not become available by the Last Availability Date shall
        be automatically cancelled at close of business in London on the Last Availability Date.

    
      
        	8.	
                Restrictions

              


      

    

    
      
        	8.1	
                Notices of cancellation and prepayment

              


      

    

    Any notice of cancellation or prepayment given by any Party under clause 7 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.

    
      
        	8.2	
                Interest and other amounts

              


      

    

    Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs (if payment is not made on the last day of an Interest Period), without premium or penalty.

    
      
        	8.3	
                Reborrowing

              


      

    

    Unless a contrary intention appears in this Agreement, any part of the Facility which is prepaid or
        repaid may be re-borrowed in accordance with the terms of this Agreement.

    
      32

      
        


    

    
      
        	8.4	
                Prepayment in accordance with Agreement

              


      

    

    The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the
        Commitments except at the times and in the manner expressly provided for in this Agreement.

    
      
        	8.5	
                No reinstatement of Commitments

              


      

    

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

    
      
        	8.6	
                Agent’s receipt of notices

              


      

    

    If the Agent receives a notice under clause 7 it shall promptly forward a copy of that notice to
        either the Borrower or the affected Lender, as appropriate.

    
      
        	8.7	
                Application of cancellations

              


      

    

    If the Total Commitments are partially reduced under this Agreement (other than under clause 7.1 (Illegality) and clause 7.4 (Right of cancellation and prepayment in relation to a single Lender)), the Commitments of the Lenders shall be reduced rateably.

    
      
        	8.8	
                Application of prepayments

              


      

    

    
      
        	

              	(a)	
                Any prepayment required as a result of a cancellation in full of an individual Lender’s Commitment under clause 7.1 (Illegality) or clause 7.4 (Right of cancellation and prepayment in relation to a single
                      Lender) shall be applied in prepaying the relevant Lender’s participation in each of the Loans.

              


      

    

    
      
        	

              	(b)	
                Any other prepayment shall be applied pro rata to each Lender’s participation in each of the Loans.

              


      

    

    
      
        	8.9	
                Removal of Lender from security

              


      

    

    Upon
          cancellation and prepayment in full of an individual Lender’s Commitment under clause 7.1 (Illegality) or clause 7.4 (Right of cancellation and prepayment in relation to a single Lender), that Lender and the other Parties must promptly take (and the Borrower shall ensure that any other relevant Obligor promptly
        takes) whatever action the Agent may, in its reasonable opinion, deem necessary for the purpose of removing that Lender as a party to and beneficiary of any Security Documents granted in favour of (among others) the Lenders.

    
      33

      
        


    

    

    

    

    

    Section 5 - Costs of Utilisation

    
      
        	9.	
                Interest

              


      

    

    
      
        	9.1	
                Calculation of interest

              


      

    

    The rate of interest on each Loan for its Interest Period is the percentage rate per annum which is
        the aggregate of the applicable:

    
      
        	

              	(a)	
                Margin; and

              


      

    

    
      
        	

              	(b)	
                LIBOR for the relevant Interest Period.

              


      

    

    
      
        	9.2	
                Payment of interest

              


      

    

    The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period.

    
      
        	9.3	
                Default interest

              


      

    

    
      
        	

              	(a)	
                If an Obligor fails to pay any amount payable by it under a Finance Document to a Finance Party on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (c) below, is 2 per cent per annum higher than the rate which would have been payable if the overdue amount had, during the period of
                    non-payment, constituted a Loan for successive Interest Periods, each of a duration selected by the Agent (acting reasonably).

              


      

    

    
      
        	

              	(b)	
                Any interest accruing under this clause 9.3 shall be immediately payable by the Obligor on demand by the Agent.

              


      

    

    
      
        	

              	(c)	
                If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

              


      

    

    
      
        	

              	(i)	
                the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan;
                    and

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(d)	
                Default interest payable under this clause 9.3 (if unpaid)
                    arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue
                    amount but will remain immediately due and payable.

              


      

    

    
      
        	9.4	
                Notification of rates of interest

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(b)	
                The Agent shall promptly notify the Borrower of each Funding Rate relating to a Loan.

              


      

    

    
      
        	10.	
                Interest Periods

              


      

    

    
      
        	10.1	
                Interest Periods

              


      

    

    
      
        	

              	(a)	
                Subject to the other provisions of this clause 10, the Interest Period for a Loan shall start on its Utilisation Date and shall have a duration of three
                    months.

              


      

    

    
      34

      
        


    

    

    

    
      
        	

              	(b)	
                The Interest Period for a Loan (other than the first Loan to be utilised) shall end on the last day of the then current Interest Period for the previous
                    Loan(s) utilised.

              


      

    

    
      
        	

              	(c)	
                No Interest Period for a Loan shall extend beyond the Reduction Date.

              


      

    

    
      
        	

              	(d)	
                A Loan has one Interest Period only.

              


      

    

    
      
        	10.2	
                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).

    
      
        	11.	
                Changes to the calculation of interest

              


      

    

    
      
        	11.1	
                Unavailability of Screen Rate

              


      

    

    
      
        	

              	(a)	
                If no Screen Rate is available for LIBOR for an Interest Period, LIBOR shall be the Interpolated Screen Rate for a period equal in length to that Interest
                    Period.

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(i)	
                dollars; or

              


      

    

    
      
        	

              	(ii)	
                the relevant Interest Period and it is not possible to calculate the Interpolated Screen Rate,

              


      

    

    there shall be no LIBOR for that Interest Period and clause 11.3 (Cost of funds) shall apply for that Interest Period.

    
      
        	11.2	
                Market disruption

              


      

    

    If before close of business in London on the Quotation Day for an Interest Period the Agent receives
        notifications from a Lender or Lenders (whose participations in a Loan exceed 30 per cent. Of that Loan) that the cost to it of funding its participation in that Loan from whatever source it may reasonably select would be in excess of LIBOR then
        clause 11.3 (Cost of funds) shall apply to
        that Loan for the relevant Interest Period.

    
      
        	11.3	
                Cost of funds

              


      

    

    
      
        	

              	(a)	
                If this clause 11.3 applies, the rate of interest on each
                    Lender’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

              


      

    

    
      
        	

              	(i)	
                the Margin;

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(b)	
                If this clause 11.3 applies and the Agent or the Borrower
                    so require, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

              


      

    

    
      
        	

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

              


      

    

    
      35

      
        


    

    

    

    

    

    
      
        	

              	(d)	
                If this clause 11.3 applies pursuant to clause 11.2 (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 paragraph (a)(ii) above,

              


      

    

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










        be LIBOR.

    
      
        	11.4	
                Notification to Borrower

              


      

    

    If clause 11.3 (Cost of funds) applies, the Agent shall, as soon as is practicable, notify the Borrower and provide to the Borrower
        evidence of the cost in relation to a Lender of funding its participation in any Loan for the purpose of determining the rate of interest under clause 11.3(d) (such evidence to not be contested by the Borrower).

    
      
        	11.5	
                Break Costs

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	12.	
                Fees

              


      

    

    
      
        	12.1	
                Commitment commission

              


      

    

    
      
        	

              	(a)	
                The Borrower shall pay to the Agent (for the account of each Lender) a fee in dollars computed at the rate of 2.25 per cent per annum on that Lender’s
                    Available Commitment calculated from the date of this Agreement (the start date).

              


      

    

    
      
        	

              	(b)	
                The Borrower shall pay the accrued commitment commission on the date falling three Months after the start date, on the earlier of (a) the last day of each
                    successive period of three Months thereafter or (b) the last day of the current Interest Period in respect of a Loan, on the Reduction Date and,
                    if cancelled in full, on the cancelled amount of the relevant Lender’s Available Commitment at the time the cancellation is
                    effective.

              


      

    

    
      
        	

              	(c)	
                No commitment fee is payable to the Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a
                    Defaulting Lender.

              


      

    

    
      
        	12.2	
                Arrangement fee

              


      

    

    The Borrower shall pay to the Agent (for the account of the Lenders) an arrangement fee in the amount
        and at the times agreed in a Fee Letter.

    
      
        	12.3	
                Termination fee

              


      

    

    The Borrower shall pay to the Agent (for the account of the Lenders) a termination fee in the amount
        and at the times agreed in a Fee Letter.

    
      36

      
        


    

    

    

    

    

    Section 6 - Additional Payment Obligations

    
      
        	13.	
                Tax gross-up and indemnities

              


      

    

    
      
        	13.1	
                Definitions

              


      

    

    
      
        	

              	(a)	
                In this Agreement:

              


      

    

    Protected










          Party means a Finance Party or, in relation to clause 15.4 (Indemnity concerning security) and clause 15.7 (Interest) insofar as it relates to interest on any amount demanded by that Indemnified Person under clause 15.4 (Indemnity concerning security), any Indemnified Person, 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
          Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document other than a FATCA Deduction.

    
      
        	

              	(b)	
                Unless a contrary indication appears, in this clause 13 a reference to “determines” or “determined” means a
                    determination made in the absolute discretion of the person making the determination.

              


      

    

    
      
        	13.2	
                Tax gross-up

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	13.3	
                Tax indemnity

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      37

      
        


    

    

    

    

    

    
      
        	

              	(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 13.2 (Tax










                      gross-up); or

              


      

    

    
      
        	

              	(B)	
                relates to a FATCA Deduction required to be made by a Party or any Obligor which is not a Party.

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(d)	
                A Protected Party shall, on receiving a payment from an Obligor under this clause 13.3, notify the Agent.

              


      

    

    
      
        	13.4	
                Indemnities on after Tax basis

              


      

    

    
      
        	

              	(a)	
                If and to the extent that any sum payable to any Protected Party by the Borrower under any Finance Document by way of indemnity or reimbursement proves to be
                    insufficient, by reason of any Tax suffered thereon, for that Protected Party to discharge the corresponding liability to a third party, or to reimburse that Protected Party for the cost incurred by it in discharging the corresponding
                    liability to a third party, the Borrower shall pay that Protected Party such additional sum as (after taking into account any Tax suffered by that Protected Party on such additional sum) shall be required to make up the relevant
                    deficit.

              


      

    

    
      
        	

              	(b)	
                If and to the extent that any sum (the Indemnity Sum) constituting (directly or indirectly) an indemnity to any Protected Party but paid by the Borrower to any person other than that
                    Protected Party, shall be treated as taxable in the hands of the Protected Party, the Borrower shall pay to that Protected Party such sum (the Compensating Sum) as (after taking into account any Tax suffered by that Protected Party on the Compensating Sum)
                    shall reimburse that Protected Party for any Tax suffered by it in respect of the Indemnity Sum.

              


      

    

    
      
        	

              	(c)	
                For the purposes of paragraphs (a) and (b) above, a sum shall be deemed to be taxable in the hands of a Protected Party if it falls to be taken into account
                    in computing the profits or gains of that Protected Party for the purposes of Tax and, if so, that Protected Party shall be deemed to have suffered Tax on the relevant sum at the rate of Tax applicable to that Protected Party’s profits
                    or gains for the period in which the payment of the relevant sum falls to be taken into account for the purposes of such Tax.

              


      

    

    
      
        	13.5	
                Stamp taxes

              


      

    

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

    
      38

      
        


    

    

    

    

    

    
      
        	13.6	
                Value added tax

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(b)	
                If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any party to a Finance Document other than the
                    Recipient (the Subject 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 Subject 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 paragraph (i) applies) promptly pay to the Subject 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 Subject 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 it 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 thereof 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 13.6 to any party shall, at
                    any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the
                    same meaning as in the Value Added Tax Act 1994).

              


      

    

    
      
        	

              	(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.

              


      

    

    
      
        	13.7	
                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:

              


      

    

    
      39

      
        


    

    

    

    

    

    
      
        	

              	(A)	
                a FATCA Exempt Party; or

              


      

    

    
      
        	

              	(B)	
                not a FATCA Exempt Party;

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(i)	
                any law or regulation;

              


      

    

    
      
        	

              	(ii)	
                any fiduciary duty; or

              


      

    

    
      
        	

              	(iii)	
                any duty of confidentiality.

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(e)	
                If the Borrower is a US Tax Obligor or the 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 date on which any other Lender becomes a Party as a Lender, that date; or

              


      

    

    
      
        	

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

              


      

    

    supply to the Agent:

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(f)	
                The 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.

              


      

    

    
      40

      
        


    

    

    

    

    

    
      
        	

              	(g)	
                If any withholding certificate, withholding statement, document, authorisation or waiver provided to the 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 Agent unless it is unlawful for the
                    Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any such updated withholding
                    certificate, withholding statement, document, authorisation or waiver to the Borrower.

              


      

    

    
      
        	

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

              


      

    

    
      
        	13.8	
                FATCA Deduction

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	14.	
                Increased Costs

              


      

    

    
      
        	14.1	
                Increased costs

              


      

    

    
      
        	

              	(a)	
                Subject to clause 14.3 (Exceptions), the Borrower shall, within five Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Cost
                    incurred by that Finance Party or any of its Affiliates which:

              


      

    

    
      
        	

              	(i)	
                arises 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 after the date of this Agreement; and/or

              


      

    

    
      
        	

              	(ii)	
                is a Basel III Increased Cost; and/or

              


      

    

    
      
        	

              	(iii)	
                is a Reformed Basel III Increased Cost.

              


      

    

    
      
        	

              	(b)	
                In this Agreement Increased Costs means:

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(ii)	
                an additional or increased cost; or

              


      

    

    
      
        	

              	(iii)	
                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.

    
      
        	14.2	
                Increased cost claims

              


      

    

    
      
        	

              	(a)	
                A Finance Party intending to make a claim pursuant to clause 14.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.

              


      

    

    
      41

      
        


    

    

    

    

    

    
      
        	

              	(b)	
                Each Finance Party shall, as soon as practicable after a demand by the Agent and/or the Borrower through the Agent, provide a certificate confirming the
                    amount of its Increased Costs and the basis of calculation of such amount.

              


      

    

    
      
        	14.3	
                Exceptions

              


      

    

    
      
        	

              	(a)	
                Clause 14.1 (Increased costs) does not apply to the
                    extent any Increased Cost is:

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(iii)	
                compensated for by clause 13.3 (Tax indemnity) (or would have been compensated for under clause 13.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of clause 13.3 (Tax indemnity) applied);

              


      

    

    
      
        	

              	(iv)	
                compensated for by the payment to a Lender under clause 15.10 (Mandatory Cost); and

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(b)	
                In paragraph (a) above, a reference to a Tax Deduction has the same meaning given to the term in clause 13.1 (Definitions).

              


      

    

    
      
        	15.	
                Other indemnities

              


      

    

    
      
        	15.1	
                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; and/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, within three Business Days of demand by a Finance
        Party, indemnify each Finance Party to whom that Sum is due against any Losses arising out of or as a result of the conversion including any
        discrepancy between (i) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (ii) 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.

              


      

    

    
      
        	15.2	
                Other indemnities

              


      

    

    The Borrower shall, within five Business Days of demand by a Finance Party, indemnify each Finance
        Party against any and all Losses incurred by that Finance Party as a result of:

    
      
        	

              	(a)	
                the occurrence of any Event of Default;

              


      

    

    
      42

      
        


    

    

    

    
      
        	

              	(b)	
                a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any and all Losses arising as a result
                    of clause 37 (Sharing among the Finance Parties);

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	15.3	
                Indemnity to the Agent and the Security Agent

              


      

    

    The Borrower shall promptly indemnify the Agent and the Security Agent against:

    
      
        	

              	(a)	
                any and all Losses (together with any applicable VAT)
                    incurred by the Agent or the Security Agent (acting reasonably) as a result of:

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(iii)	
                instructing lawyers, accountants, tax advisers, insurance
                    consultants, ship managers, valuers, surveyors or other professional advisers or experts as permitted under the Finance Documents; or

              


      

    

    
      
        	

              	(iv)	
                any action taken by the Agent or the Security Agent or any of its or their representatives, agents or contractors in connection with any powers conferred by
                    any Security Document to remedy any breach of any Obligor’s obligations under the Finance Documents, and

              


      

    

    
      
        	

              	(b)	
                any and all Losses (including, without limitation, in
                    respect of liability for negligence or any other category of liability whatsoever) (together with any applicable VAT) incurred by the Agent or the Security Agent (otherwise than by reason of the Agent’s or the Security Agent’s gross
                    negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to clause 38.11 (Disruption to payment systems etc.) notwithstanding the Agent’s or the Security Agent’s negligence, gross negligence or any other category of liability whatsoever but not including
                    any claim based on the fraud of the Agent in acting as Agent or the Security Agent under the Finance Documents.

              


      

    

    
      
        	15.4	
                Indemnity concerning security

              


      

    

    
      
        	

              	(a)	
                The Borrower shall (or shall procure that another Obligor will) promptly indemnify each Indemnified Person against any and all Losses (together with any applicable VAT) incurred by it as a result of:

              


      

    

    
      
        	

              	(i)	
                any failure by the Borrower to comply with its
                    obligations under clause 17 (Costs and expenses) or any similar provision in any other Finance Document;

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(iii)	
                the taking, holding, protection or enforcement of the
                    Transaction Security;

              


      

    

    
      
        	

              	(iv)	
                the exercise or purported exercise of any of the rights, powers,
                    discretions, authorities and remedies vested in the Security Agent and/or any other Finance Party and each Receiver and each Delegate by the Finance Documents or by law (otherwise, in each case, than by reason of the relevant Security Agent’s and/or

              


      

    

    
      43

      
        


    

    

    

    

    

    other Finance Party’s, Receiver’s or Delegate’s gross negligence or wilful misconduct);

    
      
        	

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

              


      

    

    
      
        	

              	(vi)	
                any claim (whether relating to the environment or otherwise) made or asserted against the Indemnified Person which would not have arisen but for the execution
                    or enforcement of one or more Finance Documents (unless and to the extent it is caused by the gross negligence or wilful misconduct of that Indemnified Person);

              


      

    

    
      
        	

              	(vii)	
                instructing lawyers, accountants, tax advisers, insurance
                    consultants, ship managers, valuers, surveyors or other professional advisers or experts as permitted under the Finance Documents; or

              


      

    

    
      
        	

              	(viii)	
                (in the case of the Security Agent and/or any other Finance Party, any Receiver and any Delegate) acting as Security Agent and/or as holder of any of the
                    Transaction Security, Receiver or Delegate under the Finance Documents or which otherwise relates to the Charged Property (otherwise, in each










                    case, than by reason of the relevant Security Agent’s and/or other Finance Party’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).

              


      

    

    
      
        	

              	(b)	
                The Security Agent may, in priority to any payment to the
                    other Finance Parties, indemnify itself










                    out of the Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this clause 15.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the
                    Transaction Security for all moneys payable to it.

              


      

    

    
      
        	15.5	
                Continuation of indemnities

              


      

    

    The indemnities by the Borrower in favour of any Indemnified Persons contained in this Agreement
        shall continue in full force and effect notwithstanding any breach by any Finance Party or the Borrower of the terms of this Agreement, the repayment or prepayment of the Loans, the cancellation of the Total Commitments or the repudiation by any
        Finance Party or the Borrower of this Agreement.

    
      
        	15.6	
                Third Parties Act

              


      

    

    
      
        	

              	(a)	
                Each Indemnified Person may rely on the terms of clause 15.4 (Indemnity










                      concerning security) and clauses 13 (Tax gross-up and indemnities) and 15.7 (Interest) insofar as it relates to interest
                    on, or the calculation of, any amount demanded by that Indemnified Person under clause 15.4 (Indemnity concerning security), subject










                    to clause 1.4 (Third party rights) and the provisions of the Third Parties Act.

              


      

    

    
      
        	

              	(b)	
                Where an Indemnified Person (other than a Finance Party) (the Relevant










                      Beneficiary) who is:

              


      

    

    
      
        	

              	(i)	
                appointed by a Finance Party under the Finance Documents;

              


      

    

    an Affiliate of any such person or that Finance Party; or

    
      
        	

              	(ii)	
                an officer, director, employee, adviser, representative or agent of any of the above persons or that Finance Party,

              


      

    

    is entitled to receive any amount (a Third Party Claim) under any of the provisions referred to in paragraph (a) above:

    
      
        	

              	(A)	
                the Borrower shall at the same time as the relevant Third Party Claim is due to the Relevant Beneficiary pay to that Finance Party a sum in the amount of that
                    Third Party Claim;

              


      

    

    
      44

      
        


    

    

    

    
      
        	

              	(B)	
                payment of such sum to that Finance Party shall, to the extent of that payment, satisfy the corresponding obligations of the Borrower to pay the Third Party
                    Claim to the Relevant Beneficiary; and

              


      

    

    
      
        	

              	(C)	
                if the Borrower pays the Third Party Claim direct to the Relevant Beneficiary, such payment shall, to the extent of that payment, satisfy the corresponding
                    obligations of the Borrower to that Finance Party under sub-paragraph (A) above.

              


      

    

    
      
        	15.7	
                Interest

              


      

    

    Moneys becoming due by the Borrower to any Indemnified Person under the indemnities contained in this
        clause 15 (Other indemnities) or elsewhere in this Agreement shall be paid on demand made by such Indemnified Person and shall be paid
        together with interest on the sum demanded from the date of demand therefor to the date of reimbursement by the Borrower to such Indemnified Person (both before and after judgment) at the rate referred to in clause 9.3 (Default interest).

    
      
        	15.8	
                Exclusion of liability

              


      

    

    Without prejudice to any other provision of the Finance Documents excluding or limiting the liability
        of any Indemnified Person, no Indemnified Person will be in any way liable or responsible to any Obligor (whether as mortgagee in possession or otherwise) who is a Party or is a party to a Finance Document to which this clause applies for any loss
        or liability arising from any act, default, omission or misconduct of that Indemnified Person, except to the extent caused by its own gross negligence or wilful misconduct. Any Indemnified Person may rely on this clause 15.8 subject to clause 1.4 (Third party rights) and the provisions of the Third Parties Act.

    
      
        	15.9	
                Sanctions

              


      

    

    
      
        	

              	(a)	
                Each Obligor shall, within five Business Days of demand by a Finance Party, indemnify such Finance Party against any cost, loss or liability incurred by it as
                    a result of any civil penalty or fine against, and all costs and expenses (including counsel fees and disbursements) incurred in connection with the defence thereof by, the Agent or the relevant Finance Party as a result of conduct of
                    any Obligor or any of its partners, directors, officers, employees, agents or advisors, that violates any applicable Sanctions.

              


      

    

    
      
        	

              	(b)	
                The indemnity in clause 15.9(a) shall cover any Losses incurred by each Finance Party in any jurisdiction arising or asserted under or in connection with any
                    law relating to any applicable Sanctions.

              


      

    

    
      
        	15.10	
                Mandatory Cost

              


      

    

    The Borrower shall, within five Business Days of demand by the Agent, pay to the Agent for the
        account of the relevant Lender, such amount which such Lender certifies in a notice to the 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),

              


      

    

    
      45

      
        


    

    

    

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

    
      
        	16.	
                Mitigation by the Lenders

              


      

    

    
      
        	16.1	
                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 the
                    Facility ceasing to be available or any amount becoming payable under or pursuant to, or cancelled pursuant to, any of clause 7.1 (Illegality), clause 13 (Tax gross-up and indemnities), clause







                    14 (Increased costs) or clause 15.10







                    (Mandatory Cost) including (but not limited to) assigning its rights under the Finance Documents to another Affiliate or Facility
                    Office.

              


      

    

    
      
        	

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

              


      

    

    
      
        	16.2	
                Limitation of liability

              


      

    

    
      
        	

              	(a)	
                The Borrower shall promptly indemnify each Finance Party for all costs and expenses incurred by that Finance Party as a result of steps taken by it under
                    clause 16.1 (Mitigation).

              


      

    

    
      
        	

              	(b)	
                A Finance Party is not obliged to take any steps under clause 16.1
                    (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

              


      

    

    
      
        	17.	
                Costs and expenses

              


      

    

    
      
        	17.1	
                Transaction expenses

              


      

    

    The Borrower shall, promptly on demand, pay the Agent, the Security Agent and the Arranger the amount of all reasonable and documented costs and
        expenses (including fees, costs and expenses of lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors or other professional advisers or experts) (together with any applicable VAT) reasonably incurred by any of them (and, in the case of the
        Security Agent, by any Receiver or Delegate) in connection with the negotiation, preparation, printing, execution, registration and perfection and any release, discharge or reassignment of:

    
      
        	

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

              


      

    

    
      
        	

              	(b)	
                any other Finance Documents executed or proposed to be executed after the date of this Agreement; or

              


      

    

    
      
        	

              	(c)	
                any Security Interest expressed or intended to be granted by a Finance Document.

              


      

    

    
      
        	17.2	
                Amendment costs

              


      

    

    If:

    
      
        	

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

              


      

    

    
      
        	

              	(b)	
                an amendment is required pursuant to clause 38.10 (Change of
                      currency),

              


      

    

    the Borrower shall, within five days of demand, reimburse each of the Agent and the Security Agent
        for the amount of all reasonable and documented costs and expenses (including all reasonable and documented fees, costs and expenses of lawyers, accountants,










        tax advisers, insurance consultants, ship managers, valuers, surveyors or other professional advisers or experts) (together with any applicable VAT) reasonably incurred by the Agent and the Security

    
      46

      
        


    

    

    

    

    

    Agent (and in the case of the Security Agent by any Receiver or Delegate) in
        responding to, evaluating, negotiating or complying with that request or requirement.

    
      
        	17.3	
                Enforcement, preservation and other costs

              


      

    

    The Borrower shall, on demand by a Finance Party, pay to each Finance Party the amount of all documented costs and expenses (including fees, costs and expenses of lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors or other professional advisers or
        experts) (together with any applicable VAT) incurred by that Finance Party in connection with:

    
      
        	

              	(a)	
                the enforcement of, or the preservation of any rights under, any










                    Finance Document and the Transaction Security and any proceedings instituted by or against any Indemnified Person as a consequence of taking or holding the Security Documents or enforcing those rights; or

              


      

    

    
      
        	

              	(b)	
                any inspection carried out under clause 24.9 (Inspection and
                      notice of dry-docking) or any survey carried out under clause 24.17 (Survey report) at the times provided under each such clause that the relevant costs must be borne by the Borrower.

              


      

    

    
      47

      
        


    

    

    

    

    

    Section 7 - Guarantee

    
      
        	18.	
                Guarantee and indemnity

              


      

    

    
      
        	18.1	
                Guarantee and indemnity

              


      

    

    The Guarantor irrevocably and unconditionally:

    
      
        	

              	(a)	
                guarantees to the Security Agent (as trustee for the
                    Finance Parties) and the other Finance Parties punctual performance by each other Obligor of all such Obligor’s obligations under the Finance Documents;

              


      

    

    
      
        	

              	(b)	
                undertakes with the Security Agent (as trustee for the Finance Parties) and the other Finance Parties that whenever another Obligor (other than the Charterer)
                    does not pay any amount when due under or in connection with any Finance Document, it shall immediately on demand pay that amount as if it was the principal obligor; and

              


      

    

    
      
        	

              	(c)	
                agrees with the Security Agent (as trustee for the Finance Parties) and the other Finance Parties 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 another Obligor (other than the Charterer) not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such
                    Obligor 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 the Guarantor would have had to pay under this clause 18.1 if the amount
                    claimed had been recoverable on the basis of a guarantee.

              


      

    

    
      
        	18.2	
                Continuing guarantee

              


      

    

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

    
      
        	18.3	
                Reinstatement

              


      

    

    If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any
        security for those obligations or otherwise) is made by a Finance 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 18 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

    
      
        	18.4	
                Waiver of defences

              


      

    

    The obligations of the Guarantor under this clause 18 will not be affected by an act, omission,
        matter or thing (whether or not known to it or any Finance Party) which, but for this clause 18, would reduce, release or prejudice any of its obligations under this clause 18 including (without limitation):

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(c)	
                the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over
                    assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other

              


      

    

    
      48

      
        


    

    

    

    

    

    requirement in respect of any instrument or any failure to realise the full value of any security;

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(g)	
                any insolvency or similar proceedings.

              


      

    

    
      
        	18.5	
                Guarantor’s intent

              


      

    

    Without prejudice to the generality of clause 18.4 (Waiver of defences), the Guarantor expressly confirms that it intends that this guarantee 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.

    
      
        	18.6	
                Immediate recourse

              


      

    

    The Guarantor waives any right it may have of first requiring any Finance 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 before claiming from the Guarantor under this clause 18. This waiver applies irrespective of any law or any provision of a Finance
        Document to the contrary.

    
      
        	18.7	
                Appropriations

              


      

    

    Until all amounts which may be or become payable by the Obligors (other than the Charterer) under or
        in connection with the Finance Documents have been irrevocably paid in full, each Finance 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 Finance 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 an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantor’s liability under this clause 18.

              


      

    

    
      
        	18.8	
                Deferral of Guarantor’s rights

              


      

    

    
      
        	

              	(a)	
                Until all amounts which may be or become payable by the Obligors (other than the Charterer) under or in connection with the Finance Documents have been
                    irrevocably paid in full and unless the Agent otherwise directs, the Guarantor will not exercise any rights which it may have 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 18:

              


      

    

    
      
        	

              	(i)	
                to be indemnified by another Obliger;

              


      

    

    
      
        	

              	(ii)	
                to claim any contribution from any other guarantor of any Obliger’s obligations under the Finance Documents;

              


      

    

    
      49

      
        


    

    

    

    

    

    
      
        	

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

              


      

    

    
      
        	

              	(iv)	
                to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which the Guarantor has
                    given a guarantee, undertaking or indemnity under this clause 18;

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(vi)	
                to claim or prove as a creditor of any other Obligor in competition with any Finance Party.

              


      

    

    
      
        	

              	(b)	
                If the Guarantor receives any benefit, payment or distribution in relation to such rights it will promptly pay an equal amount to the Agent for application in
                    accordance with clause 38 (Payment mechanics). This only applies until all amounts which may be or become payable by the Obligors
                    under or in connection with the Finance Documents have been irrevocably paid in full.

              


      

    

    
      
        	18.9	
                Additional security

              


      

    

    This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security
        now or subsequently held by any Finance Party.

    
      50

      
        


    

    

    

    

    

    Section 8 - Representations, Undertakings and Events of Default

    
      
        	19.	
                Representations

              


      

    

    Each Obligor who is a Party makes and repeats the representations and warranties set out in this clause 19 to each Finance Party at the times specified in clause 19.34 (Times when representations are made).

    
      
        	19.1	
                Status

              


      

    

    
      
        	

              	(a)	
                Each Obligor is a corporation, duly incorporated and validly existing under the law of its Original Jurisdiction.

              


      

    

    
      
        	

              	(b)	
                Each Obligor has power and authority to own its assets and to carry on its business as it is now being conducted within the scope of its purpose.

              


      

    

    
      
        	19.2	
                Binding obligations

              


      

    

    Subject to the Legal Reservations:

    
      
        	

              	(a)	
                the obligations expressed to be assumed by each Obligor in
                    each Transaction Document to which it is, or is to be, a party are or, when entered into by it, will be legal, valid, binding and enforceable obligations; and

              


      

    

    
      
        	

              	(b)	
                (without limiting the generality of paragraph (a) above) each Security Document to which an Obligor is, or will be, a party, creates or will create the Security Interests which that
                    Security Document purports to create and those Security Interests are or will be valid and effective.

              


      

    

    
      
        	19.3	
                Non-conflict

              


      

    

    The entry into and performance by each Obligor of, and the transactions contemplated by the
        Transaction Documents and the granting of the Transaction Security do not and will not conflict with:

    
      
        	

              	(a)	
                any law or regulation applicable to any Obligor;

              


      

    

    
      
        	

              	(b)	
                the Constitutional Documents of any Obligor; or

              


      

    

    
      
        	

              	(c)	
                any agreement or other instrument binding upon any Obligor or its assets,

              


      

    

    or constitute a default or termination event (however described) under any such agreement or
        instrument or result in the creation of any Security Interest (save for a Permitted Security Interest or under a Security Document) on any Obligor’s assets, rights or revenues.

    
      
        	19.4	
                Power and authority

              


      

    

    
      
        	

              	(a)	
                Each Obligor has the power to enter into, perform and
                    deliver and comply with its obligations under, and has taken all necessary actions to authorise its entry into, performance and
                    delivery of, and compliance with, each Transaction Document to which it is, or is to be, a party and each of the transactions contemplated by those documents.

              


      

    

    
      
        	

              	(b)	
                No limitation on any Obligor’s powers to borrow, create security or give guarantees will be exceeded as a result of any transaction under, or the entry into of, any Transaction Document
                    to which such Obligor is, or is to be, a party.

              


      

    

    
      51

      
        


    

    

    

    

    

    
      
        	19.5	
                Validity and admissibility in evidence

              


      

    

    
      
        	

              	(a)	
                All Authorisations required:

              


      

    

    
      
        	

              	(i)	
                to enable each Obligor lawfully to enter into, exercise its rights and comply with its obligations under each Transaction Document to which it is a party;

              


      

    

    
      
        	

              	(ii)	
                to make each Transaction Document to which it is a party admissible in evidence in its Relevant Jurisdictions; and

              


      

    

    
      
        	

              	(iii)	
                to ensure that the Transaction Security has the priority and ranking contemplated in the Security Documents,

              


      

    

    have been obtained or effected or (as the case may be) will be obtained or effected when required and
        are or (as the case may be) will be when required in full force and effect except any Authorisation or filing referred to in clause 19.13 (No filing
          or stamp taxes), which Authorisation or filing will be promptly obtained or effected within any applicable period.

    
      
        	

              	(b)	
                All Authorisations necessary for the conduct of the business, trade and ordinary activities of each Obligor have been obtained or effected and are in full
                    force and effect, if failure to obtain or effect those Authorisations is reasonably likely to have a Material Adverse Effect.

              


      

    

    
      
        	19.6	
                Governing law and enforcement

              


      

    

    
      
        	

              	(a)	
                The choice of governing law of any Transaction Document will be recognised and enforced in each Obligor’s Relevant Jurisdictions.

              


      

    

    
      
        	

              	(b)	
                Any judgment obtained in relation to any Transaction Document in the jurisdiction of the governing law of that Transaction Document will be recognised and
                    enforced in the relevant Obligor’s Relevant Jurisdictions.

              


      

    

    
      
        	19.7	
                No misleading information

              


      

    

    
      
        	

              	(a)	
                Any factual information contained in the Information Package is true and accurate in all material respects as at the date of the relevant report or document
                    containing the information or (as the case may be) as at the date the information is expressed to be given.

              


      

    

    
      
        	

              	(b)	
                Any financial projection or forecast contained in the Information Package has been prepared on the basis of recent historical information and on the basis of
                    reasonable assumptions and was fair (as at the date of the relevant report or document containing the projection or forecast) and arrived at after careful consideration.

              


      

    

    
      
        	

              	(c)	
                The expressions of opinion or intention provided by or on behalf of an Obligor for the purposes of the Information Package were made after careful
                    consideration and (as at the date of the relevant report or document containing the expression of opinion or intention) were fair and based on reasonable grounds.

              


      

    

    
      
        	

              	(d)	
                No event or circumstance has occurred or arisen and no information has been omitted from the Information Package and no information has been given or withheld
                    that results in the information, opinions, intentions, forecasts or projections contained in the Information Package being untrue or misleading in any material respect.

              


      

    

    
      
        	

              	(e)	
                For the purposes of this clause 19.7, Information Package means










                    any information provided by any Obligor to any of the Finance Parties in connection with the Transaction Documents or the transactions referred to in them.

              


      

    

    
      52

      
        


    

    

    

    

    

    
      
        	19.8	
                Pari passu ranking

              


      

    

    Each Obligor’s (other than the Charterer’s) payment obligations under the Finance Documents to which
        it is, or is to be, a party rank at least pari passu with all its other present and future unsecured and unsubordinated payment obligations, except for obligations mandatorily preferred by law applying to companies generally.

    
      
        	19.9	
                Ranking and effectiveness of security

              


      

    

    Subject to the Legal Reservations and any filing, registration or notice requirements which is
        referred to in any legal opinion delivered to the Agent under clause 4.1 (Initial conditions precedent):

    
      
        	

              	(a)	
                the Transaction Security has (or will have when the relevant Security Documents have been executed) the priority which it is expressed to have in the Security
                    Documents;

              


      

    

    
      
        	

              	(b)	
                the Charged Property is not subject to any Security Interest other than Permitted Security Interests; and

              


      

    

    
      
        	

              	(c)	
                the Transaction Security will constitute perfected security on the assets described in the Security Documents.

              


      

    

    
      
        	19.10	
                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), each Obligor’s (other than the Charterer’s) centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in Greece
        and it has no “establishment” (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction.

    
      
        	19.11	
                Ownership of Charged Property

              


      

    

    Each Obligor (other than the Charterer) is the sole legal and beneficial owner of the Charged
        Property over which it purports to grant a Security Interest under the Security Documents.

    
      
        	19.12	
                No insolvency

              


      

    

    No corporate action, legal proceeding or other procedure or step described in clause 29.8 (Insolvency proceedings) or creditors’ process described in clause 29.9 (Creditors’ process) has been taken or, to
        the knowledge of any Obligor, threatened in relation to a Group Member and none of the circumstances described in clause 29.7 (Insolvency) applies to any Obligor.

    
      
        	19.13	
                No filing or stamp taxes

              


      

    

    Under the laws of each Obligor’s Relevant Jurisdictions it is not necessary that any Finance Document to which it is, or is to be, party be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp,
        registration, notarial or similar Taxes or fees be paid on or in relation to any such Finance Document or the transactions contemplated by the Finance Documents except registration of the Mortgage with the relevant Registry and any filing,
        recording or enrolling or any tax or fee payable in relation to any Finance Document which is referred to in any Legal Opinion and which will be
        made or paid promptly after the date of the relevant Finance Document.

    
      
        	19.14	
                Deduction of Tax

              


      

    

    No Obligor (other than the Charterer) is required to make any Tax Deduction (as defined in clause 13.1 (Definitions)) from any payment it may make
        under any Finance Document to which it is, or is to be, a party and no other party is required to make any such deduction from any payment it may make under any other Transaction Document.

    
      53

      
        


    

    

    

    

    

    
      
        	19.15	
                Tax compliance

              


      

    

    
      
        	

              	(a)	
                No Obligor (other than the Charterer) is materially overdue in the










                    filing of any Tax returns or overdue in the payment of any amount in respect of Tax exceeding $500,000 (or its equivalent in any other currency).

              


      

    

    
      
        	

              	(b)	
                No claims or investigations are being, or are reasonably likely to be, made or conducted against any Obligor (other than the Charterer) with respect to Taxes
                    such that a liability of, or claim against, any Obligor (other than the Charterer) is reasonably likely to arise for an amount for which adequate reserves have not been provided and which are reasonably expected to have a Material
                    Adverse Effect.

              


      

    

    
      
        	

              	(c)	
                Each Obligor (other than the Charterer) is resident for Tax purposes only in its Original Jurisdiction.

              


      

    

    
      
        	19.16	
                Other Tax matters

              


      

    

    The execution or delivery or performance by any Party of the Finance Documents will not result in any
        Finance Party having or being deemed to have a place of business in any Relevant Jurisdiction of any Obligor.

    
      
        	19.17	
                Pension exposure

              


      

    

    No Obligor (other than the Charterer) is, or may be, liable to contribute funds to any form of
        pension scheme or similar arrangement except as required under applicable law or regulation (other than a scheme or arrangement where the benefits conferred by it on its members are calculated solely by reference to a payment or payments made by
        the relevant member or by any other person in respect of that member).

    
      
        	19.18	
                No Default

              


      

    

    
      
        	

              	(a)	
                No Default is continuing or is reasonably expected to
                    result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

              


      

    

    
      
        	

              	(b)	
                No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination
                    or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on any Obligor or to which any Obligor’s assets are subject which
                    is likely to have a Material Adverse Effect.

              


      

    

    
      
        	19.19	
                No proceedings

              


      

    

    
      
        	

              	(a)	
                Except as advised in writing to the Agent prior to the date of this Agreement, no litigation, arbitration or administrative proceedings or investigations of, or before, any court,
                    arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect has or have (to the best of any Obligor’s knowledge and belief (having made due and careful enquiry)) been started or
                    threatened against any 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 is reasonably
                    likely to have a Material Adverse Effect has (to the best of any Obliger’s knowledge and belief (having made due and careful enquiry)) been made against any Obligor or any other Group Member.

              


      

    

    
      
        	19.20	
                No breach of laws

              


      

    

    
      
        	

              	(a)	
                No Obligor or other Group Member has breached any law or regulation.

              


      

    

    
      54

      
        


    

    

    

    

    

    
      
        	

              	(b)	
                No labour dispute is current or, to the best of any Obligor’s knowledge and belief (having made due and careful enquiry), threatened against any Obligor or
                    other Group Member which is reasonably expected to have a Material Adverse Effect.

              


      

    

    
      
        	19.21	
                Anti-corruption law

              


      

    

    Each Obligor has conducted its businesses in compliance with applicable anti-corruption laws and has
        instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

    
      
        	19.22	
                Security and Financial Indebtedness

              


      

    

    
      
        	

              	(a)	
                No Security Interest exists over all or any of the present or future assets of any Obligor in breach of this Agreement.

              


      

    

    
      
        	

              	(b)	
                No Obligor has any Financial Indebtedness outstanding in breach of this Agreement.

              


      

    

    
      
        	19.23	
                Shares

              


      

    

    
      
        	

              	(a)	
                The shares of the Guarantor are fully paid and not subject to any option to purchase or similar rights.

              


      

    

    
      
        	

              	(b)	
                The Constitutional Documents of the Guarantor do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Security
                    Documents.

              


      

    

    
      
        	

              	(c)	
                There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share
                    or loan capital of the Guarantor (including any option or right of pre-emption or conversion).

              


      

    

    
      
        	19.24	
                Ownership of Guarantor

              


      

    

    The Guarantor is a wholly owned direct Subsidiary of the Borrower.

    
      
        	19.25	
                Listing

              


      

    

    The shares of the Borrower are listed and trading on the NASDAQ Stock Exchange.

    
      
        	19.26	
                Accounting Reference Date

              


      

    

    The Financial Year-end of each Obligor (other than the Charterer) is the Accounting Reference Date.

    
      
        	19.27	
                No adverse consequences

              


      

    

    
      
        	

              	(a)	
                It is not necessary under the laws of the Relevant Jurisdictions of any Obligor:

              


      

    

    
      
        	

              	(i)	
                in order to enable any Finance Party to enforce its rights under any Finance Document to which it is, or is to be, a party; or

              


      

    

    
      
        	

              	(ii)	
                by reason of the execution of any Finance Document or the performance by any Obligor of its obligations under any Finance Document,

              


      

    

    that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of such Relevant Jurisdictions.

    
      
        	

              	(b)	
                No Finance Party is or will be deemed to be resident, domiciled or carrying on business in any Relevant Jurisdiction of any Obligor by reason only of the
                    execution, performance and/or enforcement of any Finance Document.

              


      

    

    
      55

      
        


    

    

    

    

    

    
      
        	19.28	
                Copies of documents

              


      

    

    The copies of the Constitutional Documents of the Obligors (other than the Charterer) delivered to
        the Agent under clause 4 (Conditions of Utilisation) will be true, complete and accurate copies of such documents and include all amendments
        and supplements to them as at the time of such delivery and no other agreements or arrangements exist between any of the parties to those Transaction Documents which would materially affect the transactions or arrangements contemplated by them or
        modify or release the obligations of any party under them.

    
      
        	19.29	
                No breach, etc of any shipbuilding contract or related refund guarantee

              


      

    

    
      
        	

              	(a)	
                No Group Member nor (so far as the Obligors are aware) any other person is in breach of any shipbuilding contract to which it is a party nor has anything
                    occurred which entitles or may entitle any party to rescind or terminate it or decline to perform their obligations under it or which would render it illegal, invalid or unenforceable.

              


      

    

    
      
        	

              	(b)	
                No dispute has occurred under any shipbuilding contract relating to the construction of any vessel of any Group Member or any Obligor’s Affiliate by the
                    relevant Builder or under any refund guarantee issued in respect of the obligations of the relevant Builder under that shipbuilding
                    contract.

              


      

    

    
      
        	19.30	
                No immunity

              


      

    

    No Obligor or any of its assets is immune to any legal action or proceeding.

    
      
        	19.31	
                Address commission

              


      

    

    There are no rebates, commissions or other payments in connection with the Charter other than those
        referred to in it.

    
      
        	19.32	
                Sanctions

              


      

    

    
      
        	

              	(a)	
                No Obligor, nor any of its Affiliates nor any of their respective directors, officers, employees, agents or representatives:

              


      

    

    
      
        	

              	(i)	
                has breached any Sanctions;

              


      

    

    
      
        	

              	(ii)	
                is a Restricted Person; or

              


      

    

    
      
        	

              	(iii)	
                has received notice of or is aware of any claim, action, suit, proceeding










                    or investigation against it with respect to Sanctions.

              


      

    

    
      
        	

              	(b)	
                No proceeds of the Loan:

              


      

    

    
      
        	

              	(i)	
                shall be made available, directly or indirectly, to or for the benefit of a Restricted Person nor shall they be otherwise directly or indirectly, applied in a
                    manner or for a purpose prohibited by applicable Sanctions; or

              


      

    

    
      
        	

              	(ii)	
                will be used by any Obliger:

              


      

    

    
      
        	

              	(A)	
                to finance equipment or sectors under embargo decisions of the United Nations or the World Bank; or

              


      

    

    
      
        	

              	(B)	
                in breach of the provisions of any Sanctions.

              


      

    

    
      
        	19.33	
                No Money Laundering

              


      

    

    In relation to the borrowing by the Borrower of the Loan or any part of it, the performance and
        discharge of the Obligors’ obligations and liabilities under the Finance Documents, and the transactions and other arrangements effected or contemplated by this Agreement and the other

    
      56

      
        


    

    

    

    

    

    Finance Documents, the Obligors are acting for their own account and the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure which has been implemented by any relevant
        regulatory authority or otherwise to combat Money Laundering (as defined in clause 22.6 (Bribery and corruption)).

    
      
        	19.34	
                Environmental matters

              


      

    

    
      
        	

              	(a)	
                No Environmental Law applicable to any Fleet Vessel and/or
                    any Obligor or other Group Member has been violated.

              


      

    

    
      
        	

              	(b)	
                All consents, licences and approvals required under such Environmental Laws have been obtained and are currently in force.

              


      

    

    
      
        	

              	(c)	
                No Environmental Claim has been made or, to the best of
                    any Obligor ‘s knowledge and belief (having made due and careful enquiry), is threatened or pending against any Obligor or other Group
                    Member or any Fleet Vessel where that claim might have a Material Adverse Effect and there has been no Environmental Incident which has given, or is reasonably expected to give, rise to such a claim.

              


      

    

    
      
        	19.35	
                No breach of any Charter Document

              


      

    

    No Obliger nor (so far as the Obligors are aware) any other person is in breach of any Charter
        Document to which it is a party nor has anything occurred which entitles or may entitle any party to rescind or terminate it or decline to perform its obligations under it.

    
      
        	19.36	
                Collateral Ship status

              


      

    

    The Collateral Ship will on the first day of the Mortgage Period be:

    
      
        	

              	(a)	
                registered in the name of the Guarantor through the relevant Registry as a ship under the laws and flag of the relevant Flag State;

              


      

    

    
      
        	

              	(b)	
                operationally seaworthy and in every way fit for service;

              


      

    

    
      
        	

              	(c)	
                classed with the relevant Classification free of all requirements and recommendations of the relevant Classification Society; and

              


      

    

    
      
        	

              	(d)	
                insured in the manner required by the Finance Documents.

              


      

    

    
      
        	19.37	
                Collateral Ship’s employment

              


      

    

    The Collateral Ship shall within five days of the Mortgage Period:

    
      
        	

              	(a)	
                have been delivered, and accepted for service, under the
                    relevant Charter; and

              


      

    

    
      
        	

              	(b)	
                save for the relevant Charter, be free of any other charter commitment which, if entered into after that date, would require approval under the Finance
                    Documents.

              


      

    

    
      
        	19.38	
                Times when representations are made

              


      

    

    
      
        	

              	(a)	
                All of the representations and warranties set out in this clause 19 are deemed to be made on the dates of:

              


      

    

    
      
        	

              	(i)	
                this Agreement;

              


      

    

    
      
        	

              	(ii)	
                the first Utilisation Request; and

              


      

    

    
      
        	

              	(iii)	
                the first Utilisation.

              


      

    

    
      57

      
        


    

    

    

    

    

    
      
        	

              	(b)	
                The Repeating Representations are deemed to be made on the dates of each subsequent Utilisation Request and each subsequent Utilisation Date and the first day
                    of each Interest Period.

              


      

    

    
      
        	

              	(c)	
                Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances
                    existing at the date the representation or warranty is deemed to be made.

              


      

    

    
      
        	20.	
                Information undertakings

              


      

    

    
      
        	20.1	
                Undertaking to comply

              


      

    

    Each Obligor who is a Party undertakes that this clause 20 will be complied with throughout the
        Facility Period except as approved by the Majority Lenders (or where specified, all the Lenders).

    
      
        	20.2	
                Definitions

              


      

    

    In this clause 20:

    Annual










          Financial Statements means the financial statements for a Financial Year delivered pursuant to paragraph (a) of clause 20.3 (Financial
          statements).

    Semi-annual










          Financial Statements means the financial statements for the first financial half-year of each Financial Year delivered pursuant to paragraph (b) of clause 20.3 (Financial statements).

    
      
        	20.3	
                Financial statements

              


      

    

    
      
        	

              	(a)	
                The Borrower shall supply to the Agent as soon as the same become available, but in any event within 120 days after the end of each Financial Year (but
                    commencing with the Financial Year ending 31 December 2018) the audited consolidated financial statements of the Borrower for that Financial Year.

              


      

    

    
      
        	

              	(b)	
                The Borrower shall supply to the Agent as soon as the same become available, but in any event within 90 days after the end of the first financial half-year of
                    each of its Financial Years (but commencing with the financial half-year ending 30 June 2019):

              


      

    

    
      
        	

              	(i)	
                the unaudited (or audited if available) financial statements of the Borrower for that financial half-year; and

              


      

    

    
      
        	

              	(ii)	
                the unaudited (or audited if available) consolidated financial statements of the Borrower for that financial half-year.

              


      

    

    
      
        	20.4	
                Provision and contents of Compliance Certificate

              


      

    

    
      
        	

              	(a)	
                The Borrower shall supply a Compliance Certificate to the Agent with each set of Annual Financial Statements and each set of Semi-Annual Financial Statements,
                    in each case, delivered pursuant to clause 20.3 (Financial statements).

              


      

    

    
      
        	

              	(b)	
                Each Compliance Certificate shall set out (in reasonable detail) computations as to compliance with clause 21 (Financial covenants).

              


      

    

    
      
        	

              	(c)	
                Each Compliance Certificate shall be signed by a duly authorised signatory of the Borrower.

              


      

    

    
      
        	20.5	
                Requirements as to financial statements

              


      

    

    
      
        	

              	(a)	
                The Borrower shall procure that each set of Annual Financial Statements and Semi-annual Financial Statements includes a profit and loss account, a balance
                    sheet and a

              


      

    

    
      58

      
        


    

    

    

    cashflow statement and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.

    
      
        	

              	(b)	
                Each set of financial statements delivered pursuant to clause 20.3
                    (Financial statements) shall:

              


      

    

    
      
        	

              	(i)	
                be prepared in accordance with GAAP; and

              


      

    

    
      
        	

              	(ii)	
                fairly present, and be certified by a director of the relevant company as fairly presenting, its financial condition and operations as at the date as at which
                    those financial statements were drawn up and, in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the relevant company by the Auditors and accompanying those Annual Financial
                    Statements; and

              


      

    

    
      
        	

              	(iii)	
                in the case of Annual Financial Statements, not be the subject of any qualification in the Auditors’ opinion.

              


      

    

    
      
        	20.6	
                Year-end

              


      

    

    The Borrower shall procure that each Financial Year-end of each Obligor (other than the Charterer)
        and each Group Member falls on the Accounting Reference Date.

    
      
        	20.7	
                Information: miscellaneous

              


      

    

    The Borrower shall supply to the Agent:

    
      
        	

              	(a)	
                whilst an Event of Default is continuing and as soon as practicable after the time when they are dispatched, copies of all documents dispatched by any Obligor
                    to its creditors generally (or any class of them);

              


      

    

    
      
        	

              	(b)	
                promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending
                    against any Obligor or other Group Member, and which, if adversely determined, might have a Material Adverse Effect;

              


      

    

    
      
        	

              	(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 any Obligor or other Group Member and which is reasonably likely to have a Material Adverse Effect;

              


      

    

    
      
        	

              	(d)	
                promptly upon becoming aware of them, the details of any claim, action, suit, proceeding or investigation with respect to Sanctions against any Obligor or any
                    of its Affiliates or any of its directors, officers, employees, agents or representatives;

              


      

    

    
      
        	

              	(e)	
                promptly, such information as the Agent or the Security Agent may reasonably require about the Charged Property and compliance of the Obligors with the terms
                    of any Security Documents; and

              


      

    

    
      
        	

              	(f)	
                promptly on request, such further information regarding the financial condition, assets and operations of any Obligor as any Finance Party through the Agent
                    may reasonably request,

              


      

    

    provided always that the supply of such information would not result in a breach of any confidentiality undertaking of an Obligor.

    
      59

      
        


    

    

    

    

    

    
      
        	20.8	
                Notification of Default

              


      

    

    
      
        	

              	(a)	
                The Borrower shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon any Obligor 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 Agent, the Borrower shall supply to the Agent a certificate signed by two of its directors 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).

              


      

    

    
      
        	20.9	
                Sufficient copies

              


      

    

    The Borrower, if so requested by the Agent, shall deliver sufficient copies of each document to be
        supplied under the Finance Documents to the Agent to distribute to each of the Lenders.

    
      
        	20.10	
                “Know your customer” checks

              


      

    

    
      
        	

              	(a)	
                If:

              


      

    

    
      
        	

              	(i)	
                the introduction of or any change in (or in the interpretation, administration










                    or application of) any law or regulation made after the date of this Agreement;

              


      

    

    
      
        	

              	(ii)	
                any change in the status of an Obligor or the composition
                    of the shareholders of an Obligor after the date of this Agreement; or

              


      

    

    
      
        	

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

              


      

    

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

    
      
        	

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

              


      

    

    
      
        	21.	
                Financial covenants

              


      

    

    Each Obligor who is a Party undertakes that this clause 21 will be complied with throughout the
        Facility Period.

    
      
        	21.1	
                Financial definitions

              


      

    

    In clauses 21.2 (Financial condition) and 21.3 (Financial testing):

    
      60

      
        


    

    

    

    

    

    Cash
          and Cash Equivalents means, at any relevant time, the aggregate of:

    
      
        	

              	(a)	
                cash in hand or on deposit with any bank; and

              


      

    

    
      
        	

              	(b)	
                any other instrument, security or investment approved by the Majority Lenders,

              


      

    

    which are free from any Security Interest and/or restrictions (other than any restriction arising
        exclusively from any covenant to maintain a minimum level of free liquidity and/or for the purposes of any debt service reserve account) and to which any Group Member is beneficially entitled at that time and which are readily available to Group
        Members and capable of being applied against Financial Indebtedness, as demonstrated by the then most recent Financial Statements.

    Chartered










          Vessel means, at any relevant time, any vessel chartered in (the “charter-in commitment”) by a Group Member for a period of six months or longer and which vessel at that time has not been chartered out by such Group Member to a third party on terms at least equal to the
        terms of the charter-in commitment for such vessel.

    Financial










          Statements means any of the Annual Financial Statements or the Semi-annual Financial Statements referred to and defined as such in clause 20.2 (Definitions).

    Fleet
          Market Value means, as of the date of calculation, the aggregate market value of all:

    
      
        	

              	(a)	
                Fleet Vessels; and

              


      

    

    
      
        	

              	(b)	
                JV Vessels, as adjusted to reflect the relevant ownership percentage in such JV Vessels of the relevant Group Member,

              


      

    

    in each case as most recently determined pursuant to valuations of such vessels provided to the Agent
        and made in accordance with the provisions of clause 27 (Minimum security value) of the Post-Delivery Facility Agreement which shall apply for
        the purposes of this definition mutatis mutandis to each Fleet Vessel and JV Vessel as if each such vessel were the Ship (as defined in the
        Post-Delivery Facility Agreement) save that such valuations may be set out in one valuation listing each one such vessel and prepared by one (1) Approved Valuer nominated and appointed by the Borrower.

    Fleet
          Vessels means each vessel owned or leased under a capital lease by a Group Member from time to time.

    JV
          Vessel means each vessel owned by a Joint Venture into which a Group Member participates from time to time and Joint Vessels means
        all or any of them.

    Measurement










          Period means each Financial Year and the first financial half-year of each Financial Year for which Financial Statements are to be delivered to the Agent under clause 20.3 (Financial statements).

    Total
          Debt means, at any time, the sum (without duplication) of:

    
      
        	

              	(a)	
                the Group’s liabilities in respect of principal under any Financial Indebtedness (provided however that any principal under any Financial Indebtedness incurred only by the Borrower which is not secured by security provided over an asset of the Group, shall not be taken into account); and

              


      

    

    
      
        	

              	(b)	
                all liabilities of all Joint Ventures in respect of principal under any Financial Indebtedness secured by security provided over a JV Vessel, each such
                    liability adjusted to reflect the relevant Group Member’s ownership percentage in such JV Vessel.

              


      

    

    Total
          Net Debt means, at any time and in relation to any Measurement Period, Total Debt in relation to that Measurement Period minus Cash and Cash Equivalents, each as demonstrated by the then most recent Financial Statements.

    
      61

      
        


    

    

    

    

    

    
      
        	21.2	
                Financial condition

              


      

    

    Each Obligor who is a Party shall ensure that:

    
      
        	

              	(a)	
                Leverage ratio: the ratio of Total Net Debt to Fleet
                    Market Value shall, at all times during and in respect of each Measurement Period, be not higher than 0.75:1.00.

              


      

    

    
      
        	

              	(b)	
                Minimum liquidity: at all times the Cash and Cash Equivalents shall not be less than the aggregate of:

              


      

    

    
      
        	

              	(i)	
                $750,000 multiplied by the number of the Fleet Vessels; and

              


      

    

    
      
        	

              	(ii)	
                $500,000 multiplied by the number of the Chartered Vessels.

              


      

    

    
      
        	21.3	
                Financial testing

              


      

    

    The financial covenants set out in clause 21.2 (Financial condition) shall be calculated in accordance with GAAP on a consolidated basis and tested by reference to each of the Financial Statements delivered pursuant to, and defined as such in, clause 20.3 (Financial statements).

    
      
        	22.	
                General undertakings

              


      

    

    
      
        	22.1	
                Undertaking to comply

              


      

    

    Each Obligor who is a Party undertakes that this clause 22 will be complied with by and in respect of
        each Obligor throughout the Facility Period except as approved by the Majority Lenders (or where specified, all the Lenders).

    
      
        	22.2	
                Use of proceeds

              


      

    

    The proceeds of Utilisations shall be used exclusively for the purposes specified in clause 3 (Purpose).

    
      
        	22.3	
                Authorisations

              


      

    

    Each Obligor shall 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 Agent of,

              


      

    

    any Authorisation required under any law or regulation of a Relevant Jurisdiction to:

    
      
        	

              	(i)	
                enable it to perform its obligations under the Transaction Documents;

              


      

    

    
      
        	

              	(ii)	
                ensure the legality, validity, enforceability or admissibility in evidence of any Transaction Document; and

              


      

    

    
      
        	

              	(iii)	
                carry on its business where failure to do so has, or is
                    reasonably likely to have, a Material Adverse Effect.

              


      

    

    
      
        	22.4	
                Compliance with laws

              


      

    

    Each Obligor shall (and shall ensure that each other Group Member will), comply in all respects with all laws and regulations (including Environmental Laws) to which it may be subject. Each Obligor shall (and shall ensure that each other Group
        Member will), comply in all respects with all Sanctions to the extent applicable to them.

    
      62

      
        


    

    

    

    

    

    
      
        	22.5	
                Anti-corruption law

              


      

    

    
      
        	

              	(a)	
                No Obligor shall (and shall ensure that no other Group Member will) directly or indirectly use the proceeds of the Facility for any purpose which would breach
                    the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.

              


      

    

    
      
        	

              	(b)	
                Each Obligor shall:

              


      

    

    
      
        	

              	(i)	
                conduct its businesses in compliance with applicable anti-corruption laws; and

              


      

    

    
      
        	

              	(ii)	
                maintain policies and procedures designed to promote and achieve compliance with such laws.

              


      

    

    
      
        	22.6	
                Bribery and corruption

              


      

    

    
      
        	

              	(a)	
                No Obligor nor any of its agents, employees, directors or officers has engaged or shall engage (and shall ensure that none of its Affiliates nor any of its agents, employees, directors or officers has engaged or will engage) in any Relevant Jurisdiction in:

              


      

    

    
      
        	

              	(i)	
                Corrupt Practices, Fraudulent Practices, Collusive Practices or Coercive Practices, including the procurement or the execution of any contract for goods or
                    works relating to its functions;

              


      

    

    
      
        	

              	(ii)	
                Money Laundering or acted in breach of any applicable law relating to Money Laundering; or

              


      

    

    
      
        	

              	(iii)	
                the Financing of Terrorism.

              


      

    

    
      
        	

              	(b)	
                Without prejudice to the generality of clause 22.6(a):

              


      

    

    
      
        	

              	(i)	
                No Obligor nor any of its agents, employees, directors or officers will (and shall ensure that none of its Affiliates nor any of its agents, employees,
                    directors or officers will) directly or indirectly use the proceeds of the Facility for any purpose which would breach the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other
                    jurisdictions;

              


      

    

    
      
        	

              	(ii)	
                each Obligor shall (and shall ensure that each of its Affiliates)










                    and any of their agents, employees, directors or officers:

              


      

    

    
      
        	

              	(A)	
                conducts its businesses in compliance with the Bribery Act 2010 and the United States Foreign Corrupt Practices Act of 1977; and

              


      

    

    
      
        	

              	(B)	
                maintains policies and procedures designed to promote and achieve compliance with such laws.

              


      

    

    
      
        	

              	(c)	
                For the purposes of this clause 22.6 and clause 19.33 (No
                      Money Laundering), the following definitions shall apply:

              


      

    

    Collusive










          Practice means an arrangement between two or more parties without the knowledge, but designed to improperly influence the actions, of another party.

    Corrupt










          Practice means the offering, giving, receiving, or soliciting, directly or indirectly, anything of value to improperly influence the actions of another party.

    Coercive










          Practice means impairing or harming or threatening to impair or harm, directly or indirectly, any party or its property or to improperly influence the actions of that party.

    
      63

      
        


    

    

    

    

    

    Financing










          of Terrorism means the act of providing or collecting funds with the intention that they be used, or in the knowledge that they are to be
        used, in order to carry out terrorist acts.

    Fraudulent










          Practice means any action, including misrepresentation, to obtain a financial or other benefit or avoid an obligation, by deception.

    Money
          Laundering means:

    
      
        	

              	(i)	
                the conversion or transfer of property, knowing it is derived from a criminal offence, for the purpose of
                    concealing or disguising its illegal origin or of assisting any person who is involved in the commission of the crime to evade the legal consequences of its actions;

              


      

    

    
      
        	

              	(ii)	
                the concealment or disguise of the true nature, source, location, disposition, movement, rights with respect to, or ownership of, property knowing that it is
                    derived from a criminal offence; or

              


      

    

    
      
        	

              	(iii)	
                the acquisition, possession or use of property knowing at the time of its receipt that it is derived from a criminal offence.

              


      

    

    
      
        	22.7	
                Tax compliance

              


      

    

    
      
        	

              	(a)	
                Each Obliger (other than the Charterer) shall (and shall ensure that each other Group Member will) pay and discharge all Taxes imposed upon it or its assets
                    within the time period allowed without incurring penalties in excess of $500,000 (or its equivalent in any other currency) in aggregate,
                    unless and only to the extent that:

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(iii)	
                such payment can be lawfully withheld.

              


      

    

    
      
        	

              	(b)	
                Except as approved by the Majority Lenders, each Obligor (other than the Charterer) shall maintain its residence for Tax purposes in its Original Jurisdiction
                    and ensure that it is not resident for Tax purposes in any other jurisdiction.

              


      

    

    
      
        	22.8	
                Change of business

              


      

    

    Except as approved by the Majority Lenders, no substantial change will be made to the general nature of the business of any Obligor (other
        than the Charterer) from that carried on at the date of this Agreement.

    
      
        	22.9	
                Merger

              


      

    

    Except as approved by the Majority Lenders, no Obligor (other than the Charterer) shall enter into
        any amalgamation, demerger, merger, consolidation, redomiciliation, legal migration or corporate reconstruction.

    
      
        	22.10	
                Pension exposure

              


      

    

    No Obligor (other than the Charterer) is liable to contribute funds to any form of pension scheme or
        similar arrangement except as required by applicable law (other than a scheme or arrangement where the benefits conferred by it on its members are calculated solely by reference to a payment or payments made by the relevant member or by any other
        person in respect of that member).

    
      64

      
        


    

    

    

    

    

    
      
        	22.11	
                Further assurance

              


      

    

    
      
        	

              	(a)	
                Each Obligor shall promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Agent may reasonably specify (and in such form as the Agent or the Security Agent may reasonably require in favour of the Security Agent or its nominee(s)):

              


      

    

    
      
        	

              	(i)	
                to perfect the Security Interests created or intended to be created by that Obligor under, or evidenced by, the Security Documents (which may include the execution of a mortgage, charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of the Security Documents) or for the exercise of any rights, powers and remedies of the Security Agent and/or any other Finance Parties provided by or pursuant to the Finance Documents or by
                    law;

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(iii)	
                to facilitate the realisation of the assets which are, or
                    are intended to be, the subject of the Security Documents; and/or

              


      

    

    
      
        	

              	(iv)	
                to facilitate the accession by a New Lender to any Security Document following an assignment in accordance with clause 30.1 (Assignments by the Lenders).

              


      

    

    
      
        	

              	(b)	
                Each Obligor shall 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 Interest conferred or intended to be conferred on the Security Agent
                    and/or any other Finance Parties by or pursuant to the Finance Documents.

              


      

    

    
      
        	22.12	
                Negative pledge in respect of Charged Property and Obligor shares

              


      

    

    Except as approved by the Majority Lenders and except for Permitted Security Interests, no Obligor
        will grant or allow to exist any Security Interest over any Charged Property or (except for the Transaction Security) the shares in any of the Obligors (other than the Borrower or the Charterer) or any rights deriving from, or related to, such
        shares.

    
      
        	22.13	
                Sanctions

              


      

    

    
      
        	

              	(a)	
                Each Obligor shall, and shall procure that any Affiliate of each Obliger shall, ensure that none of their respective directors, officers, agents, employees or persons acting on behalf of the foregoing, is a Restricted Person or acts directly or indirectly on behalf of a Restricted Person.

              


      

    

    
      
        	

              	(b)	
                No Obligor shall, and shall procure that none of its
                    Affiliates shall, use any revenue or benefit derived from any activity or dealing with a Restricted Person in discharging any
                    obligation due or owing to the Finance Parties.

              


      

    

    
      
        	

              	(c)	
                Each Obligor shall not, and shall procure that each of
                    its Affiliates will not, credit proceeds from any activity or dealing with a Restricted Person to any bank account held with any
                    Finance Party in its name or in the name of any other person.

              


      

    

    
      
        	

              	(d)	
                Each Obligor shall, and shall ensure that each of its
                    Affiliates take measures to ensure compliance with Sanctions.

              


      

    

    
      
        	

              	(e)	
                Each Obligor shall, and shall procure that each of its Affiliates shall, to the extent permitted by law, promptly upon becoming aware of them, supply to the
                    Agent details of any claim, action, suit, proceedings or investigation against it with respect to Sanctions by any Sanctions Authority.

              


      

    

    
      65

      
        


    

    

    

    

    

    
      
        	

              	(f)	
                Without prejudice to this clause 22.13 and clause 29.20 (Sanctions), each Obligor
                    shall, and shall procure that each of its Affiliates and the Collateral Ship shall, not do any business relating to Iran or any Iranian
                    owned or incorporated, unless the Agent approves so in writing.

              


      

    

    
      
        	22.14	
                Environmental matters

              


      

    

    
      
        	

              	(a)	
                The Agent will be notified as soon as reasonably practicable of any Environmental Claim being made against any Obligor or other Group Member or any Fleet
                    Vessel which, if successful to any extent, is reasonably expected to have a Material Adverse Effect and of any Environmental Incident
                    which may give rise to such a claim and will be kept regularly and promptly informed in reasonable detail of the nature of, and response to, any such Environmental Incident and the defence to any such claim.

              


      

    

    
      
        	

              	(b)	
                Environmental Laws (and any consents, licences or approvals obtained under them) applicable to Fleet Vessels will not be violated.

              


      

    

    
      
        	23.	
                Dealings with Collateral Ship

              


      

    

    
      
        	23.1	
                Undertaking to comply

              


      

    

    Each Obligor who is a Party undertakes that this clause 23 will be complied with in relation to the
        Collateral Ship throughout the Mortgage Period except, as otherwise approved by the Majority Lenders (or where specified, all the Lenders).

    
      
        	23.2	
                Sale or other disposal of Collateral Ship

              


      

    

    Except with approval, the Guarantor will not sell, or agree to, transfer, abandon or otherwise dispose of the Collateral Ship or any share or
        interest in unless it is so permitted under the Post-Delivery Facility Agreement and the relevant Post-Delivery Finance Documents and then only in accordance with the Post-Delivery Facility Agreement and the relevant Post-Delivery Finance Documents.

    
      
        	23.3	
                Chartering

              


      

    

    Except with approval, the Guarantor shall not enter into any charter commitment for the Collateral
        Ship (except for the Charter), which is:

    
      
        	

              	(a)	
                a bareboat or demise charter or passes possession and operational control of the Collateral Ship to another person;

              


      

    

    
      
        	

              	(b)	
                of a fixed duration exceeding 13 calendar months;

              


      

    

    
      
        	

              	(c)	
                on terms as to payment or amount of hire which are materially less beneficial to it than the terms which at that time could reasonably be expected to be
                    obtained on the open market for vessels of the same age and type as the Collateral Ship under charter commitments of a similar type and period;
                    or

              


      

    

    
      
        	

              	(d)	
                to another Obligor or Group Member.

              


      

    

    
      
        	

              	(e)	
                Further, without prejudice to the rights of the Finance Parties under the provisions of this clause 23.3 and any other provisions of the Finance Documents, the Guarantor shall
                    advise the Agent promptly of any proposed charter commitment in respect of the Collateral Ship of a fixed duration exceeding 13 calendar
                    months, and:

              


      

    

    
      
        	

              	(i)	
                deliver a copy of each such charter commitment to the Agent forthwith after it has been entered into;

              


      

    

    
      66

      
        


    

    

    

    

    

    
      
        	

              	(ii)	
                forthwith following a demand made by the Agent (acting on the instructions of the Majority Lenders):

              


      

    

    
      
        	

              	(A)	
                execute a charter assignment in the form similar to the relevant Charter Assignment of any such charter commitment in favour of the Security Agent and any
                    notice of assignment required in connection therewith; and

              


      

    

    
      
        	

              	(B)	
                procure the service of any such notice of assignment on the relevant charterer and, unless expressly freely assignable, the acknowledgement of such notice by
                    the relevant charterer;

              


      

    

    
      
        	

              	(iii)	
                deliver to the Agent such documents and evidence of the type referred to in Schedule 3 (Conditions precedent) of the Post-Delivery Facility Agreement, in relation to any such charter assignment or any other related matter referred to in this clause 23.3(e) as the Agent (acting on the
                    instructions of the Majority Lenders in their sole discretion) shall require; and

              


      

    

    
      
        	

              	(iv)	
                pay on the Agent’s demand all documented legal costs and other costs incurred by the Agent and/or any other Finance Party in connection with or in relation to
                    any such charter assignment or any other related matter referred to in this clause 23.3(e).

              


      

    

    
      
        	23.4	
                Sharing of Earnings

              


      

    

    Except with approval, the Guarantor shall not enter into any arrangement under which its Earnings may
        be shared with anyone else.

    
      
        	23.5	
                Payment of Earnings

              


      

    

    
      
        	

              	(a)	
                The Guarantor’s Earnings from the Collateral Ship shall be
                    paid in the way required by the General Assignment.

              


      

    

    
      
        	

              	(b)	
                If any Earnings in respect of the Collateral Ship are held by brokers or other agents, they shall be paid to the Security Agent, if it requires this after the
                    Earnings have become payable to it under the General Assignment.

              


      

    

    
      
        	23.6	
                Evidence of payments

              


      

    

    The Agent shall be allowed proper and reasonable access to those accounting records when it
        reasonably requests it and, when it reasonably requires it, shall be given satisfactory evidence of the payments made by the Borrower and/or the Guarantor during the Facility Period.

    
      
        	23.7	
                Collateral Ship’s name and registration

              


      

    

    
      
        	

              	(a)	
                The Collateral Ship’s name shall only be changed with the prior written consent of the Agent.

              


      

    

    
      
        	

              	(b)	
                The Collateral Ship shall be registered with the relevant Registry under the laws of its Flag State. Except with approval, the Collateral Ship shall not be registered under any other flag or at any other port or fly any other flag (other than that of its Flag State). If that
                    registration is for a limited period, it shall be renewed at least 45 days before the date it is due to expire and the Agent shall be notified of that renewal at least 30 days before that date.

              


      

    

    
      
        	

              	(c)	
                Nothing will be done and no action will be omitted if that might result in such registration being forfeited or imperilled or the Collateral Ship being
                    required to be registered under the laws of another state of registry.

              


      

    

    
      67

      
        


    

    

    

    

    

    
      
        	23.8	
                Lay up

              


      

    

    Except with approval, the Collaterals Ship shall not be laid up or deactivated.

    
      
        	23.9	
                Manager

              


      

    

    A manager of the Collateral Ship shall not be appointed unless that manager and the terms of its
        appointment are approved (such approval not to be unreasonably withheld) (which approval of such manager shall not be required for as long as such manager is Central Shipping Inc.) by the Lenders and that manager has delivered a duly executed Manager’s Undertaking to the Security Agent. There shall be no material change to the terms of appointment of a manager whose appointment has been
        approved unless such change is also approved.

    
      
        	23.10	
                Copy of Mortgage on board

              


      

    

    A properly certified copy of the Mortgage shall be kept on board the Collateral Ship with its papers
        and shown to anyone having business with the Collateral Ship which might create or imply any commitment or Security Interest over or in respect of the Collateral Ship (other than a lien for crew’s wages and salvage) and to any representative of the
        Agent or the Security Agent.

    
      
        	23.11	
                Notice of Mortgage

              


      

    

    Subject to the terms of the Mortgage, a framed printed notice of the Mortgage shall be prominently
        displayed in the navigation room and in the Master’s cabin of the Collateral Ship. Subject to the terms of the Mortgage, the notice must be in plain type and read as follows:

    “NOTICE OF MORTGAGE

    This Ship is subject to a second mortgage in favour of [here insert name of mortgagee] of [here insert address of mortgagee]. Under the said mortgage and related documents,
        neither the owner nor any charterer nor the Master of this Ship has any right, power or authority to create, incur or permit to be imposed upon this Ship any commitments or encumbrances whatsoever other than for crew’s wages and salvage”.

    No-one will have any right, power or authority to create, incur or permit to be imposed upon the
        Collateral Ship any lien whatsoever other than for crew’s wages and salvage.

    
      
        	23.12	
                Conveyance on default

              


      

    

    Where the Collateral Ship is (or is to be) sold in exercise of any power conferred by the Security Documents, the Guarantor shall, upon the
        Agent’s request, immediately execute such form of transfer of title to the Collateral Ship as the Agent may require.

    
      
        	24.	
                Condition and operation of Collateral Ship

              


      

    

    
      
        	24.1	
                Undertaking to comply

              


      

    

    Each Obligor who is a Party undertakes that this clause 24 will be complied with in relation to the
        Collateral Ship throughout the Mortgage Period except as approved by the Majority Lenders (or, where specified, all the Lenders).

    
      
        	24.2	
                Defined terms

              


      

    

    In this clause 24:

    applicable










          code means any code or prescribed procedures required to be observed by the Collateral Ship or the persons responsible for its operation under any applicable law (including but not limited to those currently known as the ISM Code and the
        ISPS Code).

    
      68

      
        


    

    

    

    

    

    applicable law means all laws and regulations applicable to vessels registered in the Flag State or which for any other reason apply to the Collateral Ship or to its condition or operation at any relevant time.

    applicable operating certificate means any certificates, vessel response plans, or other document relating to the Collateral Ship or its condition or operation required to be in force under any applicable law or any
        applicable code.

    
      
        	24.3	
                Repair

              


      

    

    The Collateral Ship shall be kept in a good, safe and efficient state of repair. The quality of
        workmanship and materials used to repair the Collateral Ship or replace any damaged, worn or lost parts or equipment shall be sufficient to ensure that the Collateral Ship’s value is not reduced.

    
      
        	24.4	
                Modification

              


      

    

    Except with approval, the structure, type or performance characteristics of the Collateral Ship shall
        not be modified in a way which materially alters the Collateral Ship or materially reduces its value.

    
      
        	24.5	
                Removal of parts

              


      

    

    Except with approval, no material part of the Collateral Ship or any equipment shall be removed from
        the Collateral Ship if to do so would materially reduce its value (unless at the same time it is replaced with equivalent parts or equipment owned by the Guarantor free of any Security Interests except under the Security Documents).

    
      
        	24.6	
                Third party owned equipment

              


      

    

    Except with approval, equipment owned by a third party shall not be installed on the Collateral Ship
        if it cannot be removed without risk of causing damage to the structure or fabric of the Collateral Ship or incurring significant expense.

    
      
        	24.7	
                Maintenance of class; compliance with laws and codes

              


      

    

    The Collateral Ship’s class shall be the relevant Classification. The Collateral Ship and every
        person who owns, operates or manages the Collateral Ship shall comply with all applicable laws and the requirements of all applicable codes. There shall be kept in force and on board the Collateral Ship or in such person’s custody any applicable
        operating certificates which are required by applicable laws or applicable codes to be carried on board the Collateral Ship or to be in such person’s custody.

    
      
        	24.8	
                Surveys

              


      

    

    The Collateral Ship shall be submitted to any surveys which are required for it to maintain the
        Classification as its class. Copies of reports of those surveys shall be provided promptly to the Agent if it so requests.

    
      
        	24.9	
                Inspection and notice of dry-docking

              


      

    

    The Agent and/or surveyors or other persons appointed by it for such purpose shall be allowed to
        board the Collateral Ship at all reasonable times to inspect it without interfering with the Collateral Ship’s operation or trading and after giving reasonable advance notice to the Guarantor in writing and given all proper facilities needed for
        that purpose. The Agent shall be given reasonable advance notice of any intended dry-docking of the Collateral Ship (whatever the purpose of that dry-docking). The Guarantor shall bear the cost of only one such inspection per calendar year so long
        as there is no Event of Default which is continuing in which case, the cost of all such inspections shall be borne by the Guarantor.

    
      69

      
        


    

    

    

    

    

    
      
        	24.10	
                Prevention of arrest

              


      

    

    All debts,
        damages, liabilities and outgoings (due
        and payable and not contested by the Guarantor in good faith) which have given, or are reasonably expected to give, rise to maritime, statutory or possessory liens on, or claims enforceable against, the Collateral Ship, its Earnings or Insurances
        shall be paid as soon as reasonably practicable and, in any event, discharged by their respective due dates.

    
      
        	24.11	
                Release from arrest

              


      

    

    The Collateral Ship, its Earnings and Insurances shall be released from any arrest, detention, attachment or levy, and any legal process against
        the Collateral Ship shall be discharged, by whatever action is required to achieve that release or discharge in each case within 5 Business Days of the occurrence of any such event.

    
      
        	24.12	
                Information about Collateral Ship

              


      

    

    The Agent shall promptly be given any information which it may reasonably require about the
        Collateral Ship or its employment, position, use










        or operation, including details of towages and salvages, and copies of all its charter commitments entered into by or on behalf of any Obligor
        whose duration exceeds three months and copies of any applicable operating certificates.

    
      
        	24.13	
                Notification of certain events

              


      

    

    The Agent shall promptly be notified of:

    
      
        	

              	(a)	
                any damage to the Collateral Ship where the cost of the resulting repairs is reasonably likely to exceed the relevant Major Casualty Amount;

              


      

    

    
      
        	

              	(b)	
                any occurrence which is reasonably likely to result in the Collateral Ship becoming a Total Loss;

              


      

    

    
      
        	

              	(c)	
                any requisition of the Collateral Ship for hire;

              


      

    

    
      
        	

              	(d)	
                any Environmental Incident involving the Collateral Ship and Environmental Claim being made in relation to such an incident;

              


      

    

    
      
        	

              	(e)	
                any withdrawal of any applicable operating certificate;

              


      

    

    
      
        	

              	(f)	
                the receipt of notification that any application for such a certificate has been refused;

              


      

    

    
      
        	

              	(g)	
                any requirement or recommendation made in relation to the Collateral Ship by any insurer or the relevant Classification Society or by any competent authority
                    which is not, or cannot be, complied with in the manner or time required or recommended; and

              


      

    

    
      
        	

              	(h)	
                any arrest or detention of the Collateral Ship or any exercise or purported exercise of a lien or other claim on the Collateral Ship or its Earnings or
                    Insurances.

              


      

    

    
      
        	24.14	
                Payment of outgoings

              


      

    

    All tolls, dues and other outgoings whatsoever in respect of the Collateral Ship and its Earnings and
        Insurances shall be paid promptly. Proper accounting records shall be kept of the Collateral Ship and its Earnings.

    
      
        	24.15	
                Evidence of payments

              


      

    

    The Agent shall be allowed proper and reasonable access to those accounting records when it
        reasonably requests it and, when it reasonably requires it, shall be given satisfactory evidence that:

    
      70

      
        


    

    

    

    

    

    
      
        	

              	(a)	
                the wages and allotments and the insurance and pension contributions of the Collateral Ship’s crew are being timely and regularly paid;

              


      

    

    
      
        	

              	(b)	
                all deductions from its crew’s wages in respect of any applicable Tax liability are being properly accounted for; and

              


      

    

    
      
        	

              	(c)	
                the Collateral Ship’s master has no claim for disbursements other than those incurred by him or her in the ordinary course of trading on the voyage then in
                    progress.

              


      

    

    
      
        	24.16	
                Repairers’ liens

              


      

    

    The Collateral Ship shall not be put into any other person’s possession for work to be done on the
        Collateral Ship if the cost of that work will exceed or is likely to exceed the Major Casualty Amount for the Collateral Ship unless the Guarantor
        has established to the reasonable satisfaction of the Agent that it has sufficient reserves with the Account Bank to pay for such works or that person gives the Security Agent a written undertaking in approved terms not to exercise any lien on the
        Collateral Ship or its Earnings for any of the cost of such work.

    
      
        	24.17	
                Survey report

              


      

    

    As soon as reasonably practicable after the Agent requests it, the Agent shall be given a report on
        the seaworthiness condition and/or safe operation of the Collateral Ship, from approved surveyors or inspectors appointed by the Agent. If any recommendations are made in such a report they shall be complied with in the way and by the time
        recommended in the report if failure to do so could result in breach of any Finance Document. The Guarantor shall bear the costs of only one such
        report of the Collateral Ship per calendar year unless there is an Event of Default.

    
      
        	24.18	
                Lawful use

              


      

    

    The Collateral Ship shall not be employed:

    
      
        	

              	(a)	
                in any way or in any activity which is unlawful under international law or the domestic laws of any relevant country;

              


      

    

    
      
        	

              	(b)	
                in carrying illicit or prohibited goods;

              


      

    

    
      
        	

              	(c)	
                in a way which may make it liable to be condemned by a prize court or destroyed, seized or confiscated; or

              


      

    

    
      
        	

              	(d)	
                if there are hostilities in any part of the world (whether war has been declared or not), in carrying contraband goods,

              


      

    

    and the persons responsible for the operation of the Collateral Ship shall take all necessary and
        proper precautions to ensure that this does not happen, including participation in industry or other voluntary schemes available to the Collateral Ship and in which leading operators of ships operating under the same flag or engaged in similar
        trades generally participate at the relevant time.

    
      
        	24.19	
                War zones

              


      

    

    The Collateral Ship shall not enter or remain in any zone which has been declared a war zone by any
        government entity or the Collateral Ship’s war risk insurers unless the Guarantor has satisfied any requirements of the Collateral Ship’s insurers necessary to ensure that the Collateral Ship remains properly insured in accordance with the Finance Documents (including any requirement for the payment of extra insurance premiums) and has provided to the Agent in advance a report
        prepared by BankServe Insurance Services Ltd. confirming that the Collateral Ship is properly insured as set out in this clause 24.19. The cost of such report shall be borne by the Guarantor.

    
      71

      
        


    

    

    

    

    

    
      
        	25.	
                Insurance

              


      

    

    
      
        	25.1	
                Undertaking to comply

              


      

    

    Each Obligor who is a Party undertakes that this clause 25 shall be complied with in relation to the
        Collateral Ship and its Insurances throughout the Mortgage Period except as approved by the Majority Lenders (or, where specified, all the Lenders).

    
      
        	25.2	
                Insurance terms

              


      

    

    In this clause 25:

    excess










          risks means the proportion (if any) of claims for general average, salvage and salvage charges not recoverable under the hull and machinery insurances of the Collateral Ship in consequence of the value at which the Collateral Ship is
        assessed for the purpose of such claims exceeding its insured value.

    Excess










          war risk P&I cover means cover for claims only in excess of amounts recoverable under the usual war risk cover including (but not limited to) hull and machinery, crew and protection and indemnity risks.

    Hull
          cover means insurance cover against the risks identified in paragraph (a) of clause 25.3 (Coverage required).

    Minimum










          hull cover means an amount equal at the relevant time to 120 per cent of the Collateral Loan at the relevant time.

    P&I










          risks means the usual risks (including liability for oil pollution, excess war risk P&I cover) 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).

    
      
        	25.3	
                Coverage required

              


      

    

    The Collateral Ship shall at all times be insured:

    
      
        	

              	(a)	
                against fire and usual marine risks (including excess
                    risks) and war risks (including war protection and indemnity risks and terrorism risks) on an agreed value basis, for at least its
                    minimum hull cover and no less than its market value;

              


      

    

    
      
        	

              	(b)	
                against P&I risks for the highest amount then available in the insurance market for vessels of similar age, size and type as the Collateral Ship (but, in relation to liability for
                    oil pollution, for an amount of not less than $1,000,000,000);

              


      

    

    
      
        	

              	(c)	
                against such other risks (excluding loss of hire) and matters which the Agent notifies it that it considers reasonable for a prudent shipowner or operator to
                    insure against at the time of that notice (having regard to general insurance market practice and law at the time but always excluding any loss of earnings cover); and

              


      

    

    
      
        	

              	(d)	
                on terms which comply with the other provisions of this clause 26.

              


      

    

    
      
        	25.4	
                Placing of cover

              


      

    

    The insurance coverage required by clause 25.3 (Coverage required) shall be:

    
      
        	

              	(a)	
                in the name of the Guarantor and no other person (other than the Security Agent (and any other Finance Party required by the Agent) if required by the Agent)
                    (unless such

              


      

    

    
      72

      
        


    

    

    

    

    

    other person is approved and, if so required by the Agent, has duly executed and delivered a second
        priority assignment of its interest in the Collateral Ship’s Insurances to the Security Agent (and any other Finance Party required by the Agent)
        in an approved form and provided such supporting documents and opinions in relation to that assignment as the Agent requires);

    
      
        	

              	(b)	
                if the Agent so requests, in the joint names of the Guarantor and the Security Agent (and any other Finance Party required by the Agent) (and, to the extent reasonably practicable in the insurance market, without liability on the part of the Security Agent or such Finance Party
                    for premiums or calls);

              


      

    

    
      
        	

              	(c)	
                in dollars or another approved currency;

              


      

    

    
      
        	

              	(d)	
                arranged through approved brokers or direct with approved insurers or protection and indemnity or war risks associations;

              


      

    

    
      
        	

              	(e)	
                in full force and effect; and

              


      

    

    
      
        	

              	(f)	
                on approved terms and with approved insurers or associations.

              


      

    

    
      
        	25.5	
                Deductibles

              


      

    

    The aggregate amount of any excess or deductible under the Collateral Ship’s hull cover shall not
        exceed the Major Casualty Amount.

    
      
        	25.6	
                Mortgagee’s insurance

              


      

    

    The Guarantor shall within 5 Business Days reimburse to the Agent the cost (as conclusively certified
        by the Agent) of taking out and keeping in force in respect of the Collateral Ship on approved terms, or in considering or making claims under:

    
      
        	

              	(a)	
                a mortgagee’s interest insurance and a mortgagee’s additional perils (all P&I risks) cover for the benefit of the Finance Parties for an amount up to 120
                    per cent of the Collateral Loan; and

              


      

    

    
      
        	

              	(b)	
                any other insurance cover which the Agent reasonably requires (having regard to general insurance market practice and law at the time) in respect of any
                    Finance Party’s interests and potential liabilities (whether as mortgagee of the Collateral Ship or beneficiary of the Security Documents).

              


      

    

    
      
        	25.7	
                Fleet liens, set off and cancellations

              


      

    

    If the Collateral Ship’s hull cover also insures other vessels, the Security Agent shall either be
        given an undertaking in approved terms by the brokers or (if such cover is not placed through brokers or the brokers do not, under any applicable laws or insurance










        terms, have such rights of set off and cancellation) the relevant insurers that the brokers or (if relevant) the insurers will not:

    
      
        	

              	(a)	
                set off against any claims in respect of the Collateral Ship any premiums due in respect of any of such other vessels insured; or

              


      

    

    
      
        	

              	(b)	
                cancel that cover because of non-payment of premiums in respect of such other vessels,

              


      

    

    or the Guarantor shall ensure that hull cover for the Collateral Ship is provided under a separate
        policy from any other vessels.

    
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        	25.8	
                Payment of premiums

              


      

    

    All premiums, calls, contributions or other sums payable in respect of the Insurances shall be paid punctually and the Agent shall be provided with all relevant receipts or other evidence of payment upon request.

    
      
        	25.9	
                Details of proposed renewal of Insurances

              


      

    

    At least 14 days (or such shorter period acceptable to the Agent) before any of the Insurances are
        due to expire, the Agent shall be notified of the names of the brokers, insurers and associations proposed to be used for the renewal of such Insurances and the amounts, risks and terms in, against and on which the Insurances are proposed to be renewed.

    
      
        	25.10	
                Instructions for renewal

              


      

    

    At least seven days (or such shorter period acceptable to the Agent) before any of the Insurances are
        due to expire, instructions shall be given to brokers, insurers and associations for them to be renewed or replaced on or before their expiry.

    
      
        	25.11	
                Confirmation of renewal

              


      

    

    The Insurances shall be renewed upon their expiry in a manner and on terms which comply with this
        clause 25 and confirmation of such renewal given by approved brokers or insurers to the Agent at least five days (or such shorter period as may be approved) before such expiry.

    
      
        	25.12	
                P&I guarantees

              


      

    

    Any guarantee or undertaking required by any protection and indemnity or war risks association in
        relation to the Collateral Ship shall be provided when required by the association.

    
      
        	25.13	
                Insurance documents

              


      

    

    The Agent shall be provided with pro forma copies of all insurance policies and other documentation
        issued by brokers, insurers and associations in connection with the Insurances as soon as they are available after they have been placed or renewed and all insurance policies and other documents relating to the Insurances shall be deposited with
        any approved brokers or (if not deposited with approved brokers) the Agent or some other approved person.

    
      
        	25.14	
                Letters of undertaking

              


      

    

    Unless otherwise approved where the Agent is satisfied that equivalent protection is afforded by the terms of the relevant Insurances and/or any applicable law and/or a letter of undertaking provided by another person, on each placing or
        renewal of the Insurances, the Agent shall be provided promptly with letters of undertaking in an approved form (having regard to general insurance market practice and law at the time of issue of such letter of undertaking) from the relevant
        brokers, insurers and associations.

    
      
        	25.15	
                Insurance Notices and Loss Payable Clauses

              


      

    

    The interest of the Security Agent as assignee of the Insurances shall be endorsed on all insurance
        policies and other documents by the incorporation of a Loss Payable Clause and an Insurance Notice in respect of the Collateral Ship and its Insurances signed by the Guarantor and, unless otherwise approved, each other person assured under the relevant cover (other than the Security Agent if
        it is itself an assured).

    
      
        	25.16	
                Insurance correspondence

              


      

    

    If so required by the Agent, the Agent shall promptly be provided with copies of all written
        communications between the assureds and brokers, insurers and associations relating to any of the Insurances as soon as they are available.

    
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        	25.17	
                Qualifications and exclusions

              


      

    

    All requirements applicable to the Insurances shall be complied with and the Insurances shall only be
        subject to approved exclusions or qualifications.

    
      
        	25.18	
                Independent report

              


      

    

    If the Agent asks the Guarantor for a detailed report from an approved independent firm of marine
        insurance brokers giving their opinion on the adequacy of the Insurances then the Agent shall be provided promptly with such a report at no cost to the Agent or (if the Agent obtains such a report itself) the Guarantor shall reimburse the Agent for
        the cost of obtaining that report. The Guarantor shall not bear the cost of more than one such report per calendar year, unless there is an Event
        of Default.

    
      
        	25.19	
                Collection of claims

              


      

    

    All documents and other information and all assistance required by the Agent to assist it and/or the
        Security Agent in trying to collect or recover any claims under the Insurances shall be provided promptly (having regard to general market practice and law at the time).

    
      
        	25.20	
                Employment of Collateral Ship

              


      

    

    The Collateral Ship shall only be employed or operated in conformity with the terms of the Insurances
        (including any express or implied warranties) and not in any other way (unless the insurers have consented and any additional requirements of the insurers have been satisfied).

    
      
        	25.21	
                Declarations and returns

              


      

    

    If any of the Insurances are on terms that require a declaration, certificate or other document to be made or filed before the Collateral Ship sails to, or operates within, an area, those terms shall be complied with within the time and in
        the manner required by those Insurances.

    
      
        	25.22	
                Application of recoveries

              


      

    

    All sums paid under the Insurances to anyone other than the Security Agent shall be applied in
        repairing the damage and/or in discharging the liability in respect of which they have been paid except to the extent that the repairs have already been paid for and/or the liability already discharged.

    
      
        	25.23	
                Settlement of claims

              


      

    

    Any claim under the Insurances for a Total Loss or Major Casualty shall only be settled, compromised
        or abandoned with prior approval.

    
      
        	25.24	
                Change in insurance requirements

              


      

    

    If the Agent gives notice to the Guarantor to change the terms and requirements of this clause 25
        (which the Agent may only do, in such manner as it reasonably considers appropriate, as a result of changes of circumstances or practice after the date of this Agreement), this clause 25 shall be modified in the manner so notified by the Agent on
        the date 14 days after such notice from the Agent is received.

    
      
        	26.	
                Chartering undertakings

              


      

    

    
      
        	26.1	
                Undertaking to comply

              


      

    

    Each Obligor who is a Party undertakes that this clause 26 will be complied with in relation to the
        Collateral Ship and its Charter Documents throughout the Mortgage Period except as approved by the Majority Lenders (or where specified, all the Lenders).

    
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        	26.2	
                Variations

              


      

    

    Except with approval, the Charter Documents shall not be materially varied.

    
      
        	26.3	
                Releases and waivers

              


      

    

    Except with approval, there shall be no release by the Guarantor (and the Guarantor shall procure
        that there will be no release by the Charterer) of any obligation of any other person under the Charter Documents (including by way of novation or assignment), no waiver of any breach of any such obligation and no consent to anything which would
        otherwise be such a breach.

    
      
        	26.4	
                Termination of Charter

              


      

    

    Except with approval, the Guarantor shall not (and it shall procure that the Charterer will not)
        terminate or rescind any Charter Document or withdraw the Collateral Ship from service under the Charter or take any similar action.

    
      
        	26.5	
                Charter performance

              


      

    

    The Guarantor shall (and it shall procure that the Charterer will) perform its obligations under the
        Charter Documents and it shall (and it shall procure that the Charterer will) use its best endeavours to ensure that each other party to them performs its obligations under the Charter Documents.

    
      
        	26.6	
                Payment of Charter Earnings

              


      

    

    All Earnings which the Guarantor or (as the case may be) the relevant Charterer is entitled to
        receive under the Charter Documents shall be paid in the manner required by the relevant Security Documents in relation to the Collateral Ship.

    
      
        	26.7	
                Notice of assignment

              


      

    

    The Guarantor shall give notice of assignment of the Charter Documents to the other parties to them
        in the form specified by the Charter Assignment and:

    
      
        	

              	(a)	
                subject to paragraph (b) below, shall ensure that the Agent receives a copy of that notice acknowledged by the relevant addressee; or

              


      

    

    
      
        	

              	(b)	
                if such Charter Documents are freely assignable, the Guarantor shall (and it shall procure that the Charterer will) use commercially reasonable efforts to
                    ensure that the Agent receives a copy of that notice acknowledged by the relevant addressee,

              


      

    

    in each case, in the form specified therein as soon as practically possible after the Charter
        Assignment has been executed.

    
      
        	27.	
                Bank accounts

              


      

    

    
      
        	27.1	
                Undertaking to comply

              


      

    

    Each Obligor who is a Party undertakes that this clause 27 will be complied with throughout the
        Facility Period except as approved by the Majority Lenders (or where specified, all the Lenders).

    
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        	27.2	
                Operating Account

              


      

    

    
      
        	

              	(a)	
                The Borrower and the Guarantor shall each be the holder of one Account with an Account Bank which is designated as the “Operating Account” for the purposes of
                    the Finance Documents.

              


      

    

    
      
        	

              	(b)	
                The Earnings of the Guarantor shall be paid by the persons from whom they are due to the Operating Account of the Guarantor and any dividends and capital
                    returns payable by the Guarantor to the Borrower shall be paid to the Operating Account of the Borrower unless, in each case, required to be paid to the Security Agent under the relevant Finance Documents.

              


      

    

    
      
        	

              	(c)	
                The Borrower shall not withdraw amounts standing to the credit of its Operating Account except as permitted by paragraph (e) below.

              


      

    

    
      
        	

              	(d)	
                The Guarantor shall not withdraw amounts standing to the credit of its Operating Account except as permitted by paragraph (e) below.

              


      

    

    
      
        	

              	(e)	
                If there is no continuing Event of Default, the Borrower may withdraw the following amounts from the relevant Operating Account for:

              


      

    

    
      
        	

              	(i)	
                payments then due to Finance Parties under the Finance Documents (other than payments due in respect of a prepayment (unless it is a voluntary prepayment
                    under clause 7.3 (Voluntary prepayment)); and

              


      

    

    
      
        	

              	(ii)	
                payments in the ordinary course of its business which are permitted (or not prohibited) by this Agreement and/or the other Finance Documents.

              


      

    

    
      
        	

              	(f)	
                If there is no continuing Event of Default, the Guarantor may withdraw any amounts from the relevant Operating Account for any purpose which is permitted (or
                    not prohibited) by this Agreement and the relevant Post-Delivery Finance Documents.

              


      

    

    
      
        	27.3	
                Other provisions

              


      

    

    
      
        	

              	(a)	
                An Account may only be designated for the purposes described in this clause 27 if:

              


      

    

    
      
        	

              	(i)	
                such designation is made in writing by the Agent and acknowledged by the relevant Account Holder(s) and specifies the name and address of the Account Bank and
                    the number and any designation or other reference attributed to the Account;

              


      

    

    
      
        	

              	(ii)	
                an Account Security has been duly executed and delivered by the relevant Account Holder(s) in favour of the Security Agent (and any other Finance Party
                    required by the Agent);

              


      

    

    
      
        	

              	(iii)	
                any notice required by the Account Security to be given to an Account Bank has been given to, and acknowledged by, the Account Bank in the form required by
                    the relevant Account Security; and

              


      

    

    
      
        	

              	(iv)	
                the Agent, or its duly authorised representative, has received such documents and evidence it may require in relation to the Account and the relevant Account
                    Security including documents and evidence of the type referred to in Schedule 3 (Conditions precedent) in relation to the Account
                    and the relevant Account Security.

              


      

    

    
      
        	

              	(b)	
                The rates of payment of interest and other terms regulating any Account will be a matter of separate agreement between the relevant Account Holder(s) and an
                    Account Bank.

              


      

    

    
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              	(c)	
                If an Account is a fixed term deposit account, the relevant Account Holder(s) may select the terms of deposits until the relevant Account Security has become
                    enforceable and the Security Agent directs otherwise.

              


      

    

    
      
        	

              	(d)	
                The relevant Account Holder(s) shall not close any Account or alter the terms of any Account from those in force at the time it is designated for the purposes
                    of this clause 27 or waive any of its rights in relation to an Account except with approval.

              


      

    

    
      
        	

              	(e)	
                The relevant Account Holder(s) shall deposit with the Security Agent all certificates of deposit, receipts or other instruments or securities relating to any
                    Account, notify the Security Agent of any claim or notice relating to an Account from any other party and provide the Agent with any other information it may reasonably request concerning any Account.

              


      

    

    
      
        	

              	(f)	
                Each of the Agent and the Security Agent agrees that if it is an Account Bank in respect of an Account then there will be no restrictions on creating a
                    Security Interest over that Account as contemplated by this Agreement and it shall not (except with the approval of the Majority Lenders) exercise any right of combination, consolidation or set-off which it may have in respect of that
                    Account in a manner adverse to the rights of the other Finance Parties.

              


      

    

    
      
        	28.	
                Business restrictions

              


      

    

    
      
        	28.1	
                Undertaking to comply

              


      

    

    Except as otherwise approved by the Majority Lenders, each Obligor who is a Party undertakes that
        this clause 28 will be complied with by and in respect of each person to which each relevant provision of this clause is expressed to apply throughout the Facility Period.

    
      
        	28.2	
                General negative pledge

              


      

    

    
      
        	

              	(a)	
                In this clause 28.2, Quasi-Security means an arrangement or transaction described in paragraph (c) below.

              


      

    

    
      
        	

              	(b)	
                The Borrower shall not create or permit to subsist any Security Interest over any of its shares in the Guarantor.

              


      

    

    
      
        	

              	(c)	
                (Without prejudice to clauses 28.3 (Financial Indebtedness)
                    and 28.7 (Disposals)), the Borrower shall not:

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(ii)	
                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

              


      

    

    
      
        	

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

              


      

    

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

    
      
        	

              	(d)	
                Paragraphs (b) and (c) above do not apply to any Security Interest or (as the case may be) Quasi-Security, those granted or expressed to be granted by any of
                    the Security Documents;

              


      

    

    
      
        	28.3	
                Financial Indebtedness

              


      

    

    The Borrower shall not incur or permit to exist, any Financial Indebtedness owed by it to anyone else
        except:

    
      78

      
        


    

    

    

    

    

    
      
        	

              	(a)	
                Financial Indebtedness incurred under the Finance Documents;

              


      

    

    
      
        	

              	(b)	
                Financial Indebtedness incurred under the Family Trading Facility or any other shareholders’ loan, provided always that such Financial Indebtedness:

              


      

    

    
      
        	

              	(i)	
                is not guaranteed by any Group Member (other than the Borrower) nor is it secured by means of a Security Interest over an asset of a Group Member (including a
                    Fleet Vessel);

              


      

    

    
      
        	

              	(ii)	
                is subject to a duly executed subordination agreement between the Finance Parties and the relevant creditor(s) in an agreed form;

              


      

    

    
      
        	

              	(iii)	
                without prejudice to the generality of sub-paragraph (ii) above:

              


      

    

    
      
        	

              	(A)	
                is fully subordinate in all respects to this Agreement;

              


      

    

    
      
        	

              	(B)	
                does not provide under its terms for any cash repayment or prepayment obligations of the relevant Group Member prior to the Reduction Date (other than the
                    prepayment obligation/right set out in clause 28.12 (Family Trading Facility));

              


      

    

    
      
        	

              	(C)	
                does not provide for the payment of interest in cash or preferred shares which provide for the payment of cash dividends, in each case prior to the Reduction
                    Date; and

              


      

    

    
      
        	

              	(D)	
                does not provide for its conversion into preferred shares of the Borrower or of any other Group Member on terms which provide for such preferred shares paying
                    a cash dividend to their holders, in each case prior to the Reduction Date;

              


      

    

    
      
        	

              	(c)	
                Financial Indebtedness permitted under clause 28.4 (Guarantees);










                    and

              


      

    

    
      
        	

              	(d)	
                Financial Indebtedness permitted under clause 28.5 (Loans
                      and credit).

              


      

    

    
      
        	28.4	
                Guarantees

              


      

    

    The Guarantor shall not give or permit to exist, any guarantee by it in respect of indebtedness of
        any person or allow any of its indebtedness to be guaranteed by anyone other than in the normal course of chartering the Collateral Ship. The Borrower shall not give or permit to exist, any guarantee by it in respect of indebtedness of any person
        or allow any of its indebtedness to be guaranteed by anyone other than in the normal course of its business and/or in relation to financing obtained by a Group Member in connection with its Fleet Vessel.

    
      
        	28.5	
                Loans and credit

              


      

    

    The Borrower shall not be a creditor in respect of Financial Indebtedness other than in respect of
        trade credit on normal commercial terms in the ordinary course of its trading activities.

    
      
        	28.6	
                Bank accounts, operating leases and other financial transactions

              


      

    

    The Guarantor shall not:

    
      
        	

              	(a)	
                maintain any current or deposit account with a bank or financial institution except for the relevant Operating Account and the deposit of money, operation of
                    current accounts and the conduct of electronic banking operations through the relevant Operating Account;

              


      

    

    
      
        	

              	(b)	
                hold cash in any account (other than the relevant Operating Account) over or in respect of which any set-off, combination of accounts, netting or Security
                    Interest exists;

              


      

    

    
      
        	

              	(c)	
                enter into any obligations under operating leases relating to assets; or

              


      

    

    
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              	(d)	
                be party to any transaction, whether on or off balance sheet, that is not
                    expressly permitted under this Agreement.

              


      

    

    
      
        	28.7	
                Disposals

              


      

    

    The Guarantor shall not enter into a single transaction or a series of transactions, whether related or not and whether voluntarily or
        involuntarily, to sell, lease, transfer or otherwise dispose of any asset.

    
      
        	28.8	
                Contracts and arrangements with Affiliates

              


      

    

    The Borrower shall not be party to any arrangement or contract with any of its Affiliates unless such
        arrangement or contract is on an arm’s length basis or has been disclosed in writing to the Agent prior to the date of this Agreement or any cash payment due under such arrangement or contract is payable after the Reduction Date.

    
      
        	28.9	
                Acquisitions and investments

              


      

    

    The Guarantor shall not acquire any person, business, assets or liabilities or make any investment in any person or business or undertaking or
        enter into any joint-venture arrangement except:

    
      
        	

              	(a)	
                the incurrence of liabilities in the ordinary course of its business; and

              


      

    

    
      
        	

              	(b)	
                pursuant to any Finance Document.

              


      

    

    
      
        	28.10	
                Reduction of capital

              


      

    

    The Borrower shall not redeem or purchase or otherwise reduce any of its equity or any other share
        capital or any uncalled or unpaid liability in respect of any of them or reduce the amount (if any) for the time being standing to the credit of its share premium account or capital redemption or other undistributable reserve in any manner.

    
      
        	28.11	
                Increase in capital

              


      

    

    The Guarantor shall not issue shares or other equity interests to anyone who is not the Borrower.

    
      
        	28.12	
                Family Trading Facility

              


      

    

    Each time that the Borrower, after the date of this Agreement, raises equity capital from its
        shareholders (other than through the conversion of debt to common or preferred shares of the Borrower, provided any such preferred shares do not
        provide for the payment of cash dividends prior to the Reduction Date) or otherwise, it shall make a prepayment of the amounts outstanding under the
        Family Trading Facility at the time (including for the avoidance of doubt, principal, interest and fees) in an aggregate amount in dollars equal to
        the lesser of (i) the aggregate of the amounts outstanding at the time under the Family Trading Facility and (ii) 25 per cent of the equity capital so raised. Furthermore, the Borrower may, at its sole discretion, further reduce the amount outstanding under the Family Trading Facility at
        the time by making a prepayment thereunder of an additional amount in dollars equal to 25 per cent of the equity capital so raised.

    
      
        	28.13	
                Capital Expenditures

              


      

    

    The Borrower shall (or shall procure that its subsidiaries will) have committed financing instruments in place, readily available and unutilised to cover any capital expenditures of the Group incurred pursuant to contracts entered into after the date of this Agreement but due for payment (to the extent due) prior to the Reduction
        Date. For the avoidance of doubt:

    
      80

      
        


    

    

    

    
      
        	

              	(a)	
                any cash at hand of the Group accumulated over time in the ordinary course of business shall be excluded from any assessment to be made as regards the
                    existence or not of committed financing instruments; and

              


      

    

    
      
        	

              	(b)	
                an increase in the amount available under the Family Trading Facility shall be deemed to satisfy the requirement of having committed financing instruments in
                    place.

              


      

    

    
      
        	28.14	
                Distributions and other payments

              


      

    

    Neither
          the Borrower nor the Guarantor shall:

    
      
        	

              	(a)	
                declare or pay (including by way of set-off, combination
                    of accounts or otherwise) any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind (other than in the form of common or preferred shares of the Borrower, provided any such
                    common or preferred shares do not provide for the payment of cash dividends prior to the Reduction Date)) on or in respect of its share capital (or any class of its share capital) or any warrants for the time being in issue, provided
                    however that the Borrower shall be entitled to declare, but not to pay to its shareholders, a cash dividend for the Fiscal Year ending
                    on 31 December 2019;

              


      

    

    
      
        	

              	(b)	
                repay or distribute any dividend or share premium reserve;

              


      

    

    
      
        	

              	(c)	
                pay any management, advisory or other fee to or to the
                    order of any its shareholders, unless such fee has been disclosed in writing to the Agent prior to the date of this Agreement;

              


      

    

    
      
        	

              	(d)	
                redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so; or

              


      

    

    
      
        	

              	(e)	
                make any payment (including by way of set-off, combination of accounts or otherwise) by way of interest, or repayment, redemption, purchase or other payment, in respect of any shareholder
                    loan, loan stock or similar instrument, other than in accordance with clause 28.3(b);

              


      

    

    to any other person.

    
      
        	29.	
                Events of Default

              


      

    

    
      
        	29.1	
                Each of the events or circumstances set out in this
                    clause 29 (except clause 29.24 (Acceleration)) is an Event of Default.

              


      

    

    
      
        	29.2	
                Non-payment

              


      

    

    An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the
        place at and in the currency in which it is expressed to be payable unless:

    
      
        	

              	(a)	
                its failure to pay is caused by administrative or technical error or by a Disruption Event; and

              


      

    

    
      
        	

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

              


      

    

    
      
        	29.3	
                Financial covenants

              


      

    

    The Obligors do not comply with clause 21 (Financial covenants).

    
      81

      
        


    

    

    

    

    

    
      
        	29.4	
                Other obligations

              


      

    

    
      
        	

              	(a)	
                An Obligor does not comply with any provision of the Finance Documents (other than those referred to in clause 29.2 (Non-payment), clause 29.3 (Financial covenants) and
                    the other provisions of this clause 29).

              


      

    

    
      
        	

              	(b)	
                No Event of Default under paragraph (a) above will occur if the Agent considers that the failure to comply is capable of remedy and the failure is remedied within five Business Days of the earlier of (A) the Agent giving notice to the Borrower and (B) the Borrower or any other Obligor
                    becoming aware of the failure to comply.

              


      

    

    
      
        	29.5	
                Misrepresentation

              


      

    

    Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or
        any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

    
      
        	29.6	
                Cross default

              


      

    

    
      
        	

              	(a)	
                Any Financial Indebtedness of any Obligor (other than the Charterer) is not paid when due nor within any originally applicable grace period.

              


      

    

    
      
        	

              	(b)	
                Any Financial Indebtedness of any Obligor (other than the Charterer) is declared to be or otherwise becomes due and payable prior to its specified maturity as
                    a result of an event of default (however described).

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(d)	
                The counterparty to a Treasury Transaction entered into by the Borrower becomes entitled to terminate that Treasury Transaction early by reason of an event of
                    default (however described).

              


      

    

    
      
        	

              	(e)	
                An Event of Default will only occur under this clause 29.6 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling
                    within this clause 29.6 is more than $5,000,000 (or its equivalent in any other currency).

              


      

    

    
      
        	

              	(f)	
                Any creditor of any Obligor (other than the Charterer) becomes entitled to declare any Financial Indebtedness of that Obligor due and payable prior to its
                    specified maturity as a result of an event of default (however described).

              


      

    

    
      
        	29.7	
                Insolvency

              


      

    

    
      
        	

              	(a)	
                An Obligor:

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(iii)	
                suspends without the consent of the affected creditor(s) or threatens to suspend making payments on any of its debts; or

              


      

    

    
      
        	

              	(iv)	
                by reason of actual or anticipated financial difficulties, commences










                    negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling all or substantially all of its Financial Indebtedness.

              


      

    

    
      82

      
        


    

    

    

    

    

    
      
        	

              	(b)	
                The value of the assets of any Obligor (other than the Charterer) is less than its Total Debt.

              


      

    

    
      
        	

              	(c)	
                A moratorium is declared in respect of any indebtedness of any Obligor exceeding$1,500,000 (or
                      its equivalent in any other currency) in aggregate.

              


      

    

    
      
        	29.8	
                Insolvency proceedings

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(i)	
                the suspension of payments, a moratorium of any indebtedness, winding-up,










                    dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor;

              


      

    

    
      
        	

              	(ii)	
                a composition, compromise, assignment or arrangement with
                    any creditor of any Obligor;

              


      

    

    
      
        	

              	(iii)	
                the appointment of a liquidator, receiver, administrative receiver,
                    administrator, compulsory manager or other similar officer in respect of any Obligor or any of its assets (including the directors










                    of any Obliger requesting a person to appoint any such officer in relation to it or any of its assets); or

              


      

    

    
      
        	

              	(iv)	
                enforcement of any Security Interest over any assets of any Obligor (having in the case of the Borrower a value in excess of $1,500,000 (or its equivalent in any other currency) in aggregate),

              


      

    

    or any analogous procedure or step is taken in any jurisdiction.

    
      
        	

              	(b)	
                Paragraph (a) above shall not apply to any winding-up petition (or analogous procedure or step) which is frivolous or vexatious and is discharged, stayed or
                    dismissed within seven days of commencement or, if earlier, the










                    date on which it is advertised.

              


      

    

    
      
        	29.9	
                Creditors’ process

              


      

    

    
      
        	

              	(a)	
                Any expropriation, attachment, sequestration, distress, execution or any other analogous process or enforcement action (including enforcement by a landlord)
                    affects any asset or assets of any Obligor (other than the Charterer) (having in the case of the Borrower a value in excess of $1,500,000 (or its equivalent in any other currency) in aggregate) and is not discharged within seven days.

              


      

    

    
      
        	

              	(b)	
                Any judgment or order is made against any Obligor (other than the Charterer) or any other Group Member and is not stayed or complied with within fifteen days.

              


      

    

    
      
        	29.10	
                Unlawfulness and invalidity

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(b)	
                Any obligation or obligations of any Obligor under any Finance Documents are not (subject to the Legal Reservations) or cease to be legal, valid, binding or
                    enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.

              


      

    

    
      
        	

              	(c)	
                Any Finance Document or any Transaction Security ceases to be in full force and effect or ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective for any reason.

              


      

    

    
      
        	

              	(d)	
                Any Security Document does not create legal, valid, binding and enforceable security over the assets charged under that Security Document or the ranking or
                    priority of such security is adversely affected.

              


      

    

    
      83

      
        


    

    

    

    

    

    
      
        	29.11	
                Cessation of business

              


      

    

    Any Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a
        material part of its business unless, in the case of the manager of the Collateral Ship from time to time, such manager is substituted by another manager approved in accordance with clause 23.9 (Manager).

    
      
        	29.12	
                Ownership of the Guarantor

              


      

    

    The Guarantor is not or ceases to be a wholly-owned direct Subsidiary of the Borrower.

    
      
        	29.13	
                Expropriation

              


      

    

    The authority or ability of any Obligor or any other Group Member to conduct its business is limited
        or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any Obligor or any
        other Group Member or any assets of any Obligor or any other Group Member unless, in the case of the manager of the Collateral Ship from time to time, such manager is substituted by another manager approved in accordance with clause 23.9 (Manager).

    
      
        	29.14	
                Repudiation and rescission of Finance Documents

              


      

    

    An Obligor rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document
        or any of the Transaction Security or evidences an intention to rescind or repudiate a Finance Document or any Transaction Security.

    
      
        	29.15	
                Litigation

              


      

    

    Either:

    
      
        	

              	(a)	
                any litigation, alternative dispute resolution, arbitration or administrative, governmental, regulatory or other investigations, proceedings or disputes are
                    commenced or threatened; or

              


      

    

    
      
        	

              	(b)	
                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 Transaction Document or the transactions contemplated in the Transaction Documents
        or against any Obligor or any of its assets, rights or revenues which has or might have a Material Adverse Effect.

    
      
        	29.16	
                Material Adverse Effect

              


      

    

    Any event or circumstance (including any change of law) occurs which the Majority Lenders reasonably
        believe has, or is reasonably likely to have, a Material Adverse Effect.

    
      
        	29.17	
                Security enforceable

              


      

    

    Any Security Interest (other than a Permitted Maritime Lien) in respect of Charged Property becomes
        enforceable.

    
      
        	29.18	
                Political risk

              


      

    

    
      
        	

              	(a)	
                Either (1) any Relevant Jurisdiction of an Obligor becomes involved in hostilities or civil war or (2) there is a seizure of power in any such Relevant
                    Jurisdiction by unconstitutional means and (in either such case) in the opinion of the Agent such event or circumstance, has or is reasonably likely to have, a Material Adverse Effect.

              


      

    

    
      
        	

              	(b)	
                No Event of Default under paragraph (a) above will occur if:

              


      

    

    
      84

      
        


    

    

    

    

    

    
      
        	

              	(i)	
                in the opinion of the Agent it is practicable for action to be taken by the Borrower to prevent the relevant event or circumstance having a Material Adverse
                    Effect; and

              


      

    

    
      
        	

              	(ii)	
                the Borrower takes such action to the Agent’s satisfaction within 14 days of notice from the Agent (specifying the relevant action to be taken) to do so.

              


      

    

    
      
        	29.19	
                Post-Delivery Events

              


      

    

    A Post-Delivery Event occurs.

    
      
        	29.20	
                Sanctions

              


      

    

    
      
        	

              	(a)	
                Any of the Obligors or any Affiliate of any of them or any of their respective directors, officers, agents, employees or other persons acting on behalf of the foregoing, becomes a Restricted Person or becomes owned or controlled by, or acts directly or indirectly on behalf of, a Restricted
                    Person or any of such persons becomes the owner or controller of a Prohibited Person; or

              


      

    

    
      
        	

              	(b)	
                Any proceeds of the Loan are made available, directly or
                    indirectly, to or for the benefit of a Restricted Person or otherwise is, directly or indirectly, applied in a manner or for a purpose
                    prohibited by applicable Sanctions; or

              


      

    

    
      
        	

              	(c)	
                Any Obligor or any of their respective Affiliates or any of their respective directors, officers, agents, employees or other persons acting on behalf of the
                    foregoing, is not in compliance with all applicable Sanctions.

              


      

    

    
      
        	29.21	
                Insurance

              


      

    

    
      
        	

              	(a)	
                The Insurances of the Collateral Ship are not placed and kept in
                    force in the manner required by clause 25 (Insurance).

              


      

    

    
      
        	

              	(b)	
                Any insurer either:

              


      

    

    
      
        	

              	(i)	
                cancels any such Insurances; or

              


      

    

    
      
        	

              	(ii)	
                disclaims liability under them or asserts that its liability under them is or should be reduced by reason of any mis-statement or failure or default by any
                    person.

              


      

    

    
      
        	29.22	
                De-listing or suspension of trading

              


      

    

    The shares of the Borrower are de-listed from, or suspended from trading (whether permanently or
        temporarily for a period of at least five (5) consecutive days) on the NASDAQ Stock Exchange.

    
      
        	29.23	
                Total Loss or sale

              


      

    

    The Collateral Ship is sold or becomes a Total Loss.

    
      
        	29.24	
                Acceleration

              


      

    

    On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and
        shall if so directed by the Majority Lenders:

    
      
        	

              	(a)	
                by notice to the Borrower:

              


      

    

    
      
        	

              	(i)	
                declare that no withdrawals be made from any Account;

              


      

    

    
      
        	

              	(ii)	
                cancel the Total Commitments at which time they shall immediately be cancelled;

              


      

    

    
      85

      
        


    

    

    

    

    

    
      
        	

              	(iii)	
                declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately
                    due and payable, at which time they shall become immediately due and payable; and/or

              


      

    

    
      
        	

              	(iv)	
                declare that all or part of the Loans be payable on demand, at which time they shall immediately become payable on demand by the Agent on the instructions of
                    the Majority Lenders; and/or

              


      

    

    
      
        	

              	(b)	
                exercise or direct the Security Agent and/or any other beneficiary of the Security Documents to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

              


      

    

    
      86

      
        


    

    

    

    

    

    Section 9 - Changes to Parties

    
      
        	30.	
                Changes to the Lenders

              


      

    

    
      
        	30.1	
                Assignments by the Lenders

              


      

    

    Subject to this clause 30, a Lender (the Existing Lender) may assign any of its rights under any Finance Document to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing
        or investing in loans, securities or other financial assets (the New Lender) always at the cost of the Existing Lender (including any assignment taking place in the context of any
        syndication).

    
      
        	30.2	
                Other conditions of assignment

              


      

    

    
      
        	

              	(a)	
                An assignment will only be effective:

              


      

    

    
      
        	

              	(i)	
                on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same
                    obligations to the Borrower and the other Finance Parties as it would have been under if it was an Original Lender;

              


      

    

    
      
        	

              	(ii)	
                on the New Lender entering into any documentation required for it to accede as a party to the Subordination Deed and any Security Document to which the
                    Existing Lender is a party in its capacity as a Lender and, in relation to such Security Documents, completing any filing, registration or notice requirements;

              


      

    

    
      
        	

              	(iii)	
                on the performance by the Agent of all necessary “know your customer” or similar checks under all applicable laws and regulations relating to any person that it is required to carry out in
                    relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and

              


      

    

    
      
        	

              	(iv)	
                if that Existing Lender assigns equal fractions of its Commitment and participation in the Loans and each Utilisation (if any) under the Facility.

              


      

    

    
      
        	

              	(b)	
                Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the 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 the Finance
                    Documents on or prior to the date on which the assignment becomes effective in accordance with the Finance Documents and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a
                    Lender.

              


      

    

    
      
        	30.3	
                Fee and expenses

              


      

    

    The New Lender shall, on the date upon which an assignment takes effect, promptly on demand, pay the Agent and the Security Agent the amount of:

    
      
        	

              	(a)	
                all costs and expenses (including legal fees) reasonably incurred by the Agent or the Security Agent in connection with any such assignment; and

              


      

    

    
      
        	

              	(b)	
                any cost, loss or liability the Agent or the Security
                    Agent incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any such assignment.

              


      

    

    
      87

      
        


    

    

    

    

    

    
      
        	30.4	
                Transfer costs and expenses relating to security

              


      

    

    The New Lender shall, promptly on demand, pay the Agent and the Security Agent the amount of:

    
      
        	

              	(a)	
                all costs and expenses (including legal fees) reasonably incurred by the Agent or the Security Agent to facilitate the accession by the New Lender to, or assignment or transfer to the New Lender of, any Security Document and/or the benefit of any Security Document and any appropriate
                    registration of any such accession or assignment or transfer; and

              


      

    

    
      
        	

              	(b)	
                any cost, loss or liability the Agent or the Security
                    Agent incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any such accession, assignment or transfer.

              


      

    

    
      
        	30.5	
                Limitation of responsibility of Existing Lenders

              


      

    

    
      
        	

              	(a)	
                Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

              


      

    

    
      
        	

              	(i)	
                the legality, validity, effectiveness, adequacy or
                    enforceability of the Finance Documents, the Transaction Security or any other documents;

              


      

    

    
      
        	

              	(ii)	
                the financial condition of any Obligor;

              


      

    

    
      
        	

              	(iii)	
                the performance and observance by any Obligor or any other person of its obligations under the Finance Documents or any other documents;

              


      

    

    
      
        	

              	(iv)	
                the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents; or

              


      

    

    
      
        	

              	(v)	
                the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

              


      

    

    and any representations or warranties implied by law are excluded.

    
      
        	

              	(b)	
                Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

              


      

    

    
      
        	

              	(i)	
                has made (and shall continue to make) its own independent investigation and assessment of:

              


      

    

    
      
        	

              	(A)	
                the financial condition and affairs of the Obligors and their related entities in connection with its participation in this Agreement; and

              


      

    

    
      
        	

              	(B)	
                the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents;

              


      

    

    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;

    
      
        	

              	(ii)	
                will continue to make its own independent appraisal of the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents; and

              


      

    

    
      
        	

              	(iii)	
                will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be
                    outstanding under the Finance Documents or any Commitment is in force.

              


      

    

    
      88

      
        


    

    

    

    

    

    
      
        	

              	(c)	
                Nothing in any Finance Document obliges an Existing Lender to:

              


      

    

    
      
        	

              	(i)	
                accept a re-assignment from a New Lender of any of the rights assigned under this clause 30; or

              


      

    

    
      
        	

              	(ii)	
                support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under any Transaction
                    Document or by reason of the application of any Basel II Regulation to the transactions contemplated by the Transaction Documents or otherwise.

              


      

    

    
      
        	30.6	
                Procedure available for assignment

              


      

    

    
      
        	

              	(a)	
                Subject to the conditions set out in clause 30.2 (Other
                      conditions of assignment) an assignment may be effected in accordance with paragraph (d) below when (a) the Agent executes an otherwise duly completed Transfer Certificate and (b) the Agent executes any document required under
                    paragraph (a) of clause 30.2 (Other conditions of assignment) which it may be necessary for it to execute in each case delivered
                    to it by the Existing Lender and the New Lender duly executed by them and, in the case of any such other document, any other relevant person. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a Transfer Certificate and any such other document each duly completed, appearing on its face to comply with the terms of this Agreement
                    and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and such other document.

              


      

    

    
       

    

    
      
        	

              	(b)	
                The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has
                    complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

              


      

    

    
      
        	

              	(c)	
                The Obligors who are Parties and the other Finance Parties irrevocably authorise the Agent to execute any Transfer Certificate on their behalf without any
                    consultation with them.

              


      

    

    
      
        	

              	(d)	
                On the Transfer Date:

              


      

    

    
      
        	

              	(i)	
                the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents expressed to be the subject of the assignment in the
                    Transfer Certificate;

              


      

    

    
      
        	

              	(ii)	
                the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the Relevant Obligations) and expressed to be the subject of
                    the release in the Transfer Certificate (but the obligations owed by the Obligors under the Finance Documents shall not be released); and

              


      

    

    
      
        	

              	(iii)	
                the New Lender shall become a Party as a “Lender” and will be bound by obligations equivalent to the Relevant Obligations.

              


      

    

    
      
        	

              	(e)	
                Lenders may utilise procedures other than those set out in this clause 30.6 to assign their rights under the Finance Documents (but not, without the consent
                    of the relevant Obligor or unless in accordance with this clause 30.6 to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided
                    that they comply with the conditions set out in clause 30.2 (Other conditions of assignment).

              


      

    

    
      
        	30.7	
                Copy of Transfer Certificate to Borrower

              


      

    

    The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate and
        any other document required under paragraph (a) of clause 30.2 (Other conditions of

    
      89

      
        


    

    

    

    

    

    

    

    assignment),










        send a copy of that Transfer Certificate and such other documents to the Borrower.

    
      
        	30.8	
                Security over Lenders’ rights

              


      

    

    In addition to the other rights provided to Lenders under this clause 30, each Lender may without
        consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure
        obligations of that Lender including, without limitation:

    
      
        	

              	(a)	
                any charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank; and

              


      

    

    
      
        	

              	(b)	
                any charge, assignment or other Security Interest granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued,
                    by that Lender as security for those obligations or securities,

              


      

    

    except










          that no such charge, assignment or other Security Interest shall:

    
      
        	

              	(i)	
                release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or other Security
                    Interest for the Lender as a party to any of the Finance Documents; or

              


      

    

    
      
        	

              	(ii)	
                require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or
                    granted to the relevant Lender under the Finance Documents.

              


      

    

    
      
        	31.	
                Changes to the Obligors

              


      

    

    No Obligor may assign any of its rights or transfer any of its rights or obligations under the
        Finance Documents.

    
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    Section 10 - The Finance Parties

    
      
        	32.	
                Roles of Agent, Security Agent and Arranger

              


      

    

    
      
        	32.1	
                Appointment of the Agent and Security Agent

              


      

    

    Each other Finance Party (other than the Security Agent) appoints:

    
      
        	

              	(a)	
                the Agent to act as its agent under and in connection
                    with the Finance Documents; and

              


      

    

    
      
        	

              	(b)	
                the Security Agent to act as its agent and as trustee under the Security Documents.

              


      

    

    
      
        	32.2	
                Security Agent as trustee

              


      

    

    The Security Agent declares that it holds the Security Property on trust for itself and the other
        Finance Parties on the terms contained in this Agreement.

    
      
        	32.3	
                Authorisation of Agent and Security Agent

              


      

    

    Each of the Finance Parties authorises the Agent and the Security Agent:

    
      
        	

              	(a)	
                to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent or (as
                    the case may be) the Security Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions; and

              


      

    

    
      
        	

              	(b)	
                to execute each of the Security Documents and all other documents that may be approved by the Majority Lenders for execution by it.

              


      

    

    
      
        	32.4	
                Instructions to Agent and the Security Agent

              


      

    

    
      
        	

              	(a)	
                The Agent and the Security Agent shall:

              


      

    

    
      
        	

              	(i)	
                subject to paragraphs (d) and (e) below, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent or (as the case
                    may be) the Security Agent in accordance with any instructions given to it by:

              


      

    

    
      
        	

              	(A)	
                all Lenders if the relevant Finance Document stipulates
                    the matter is an all Lender decision; and

              


      

    

    
      
        	

              	(B)	
                in all other cases, the Majority Lenders; and

              


      

    

    
      
        	

              	(ii)	
                not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or, if the relevant Finance Document
                    stipulates the matter is a decision for any other Finance Party or group of Finance Parties, in accordance with instructions given to
                    it by that Finance Party or group of Finance Parties).

              


      

    

    
      
        	

              	(b)	
                The Agent and the Security 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 Agent or (as the case may be) the Security Agent may refrain from acting unless and until it receives those instructions or that clarification.

              


      

    

    
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              	(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 Agent or (as the case may be) the Security Agent by the Majority Lenders
                    shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(i)	
                where a contrary indication appears in a Finance Document;

              


      

    

    
      
        	

              	(ii)	
                where a Finance Document requires the Agent or the Security Agent to act in a specified manner or to take a specified action; and

              


      

    

    
      
        	

              	(iii)	
                in respect of any provision which protects the Agent’s or the Security Agent’s own position in its personal capacity as opposed to its role of the Agent or
                    the Security Agent for the Finance Parties including, without limitation, clause 32.9 (No duty to account) to clause 32.14 (Exclusion of liability), clause










                    32.19 (Confidentiality) to
                    clause 33.6 (Custodians and nominees) and clauses 33.9 (Acceptance of title) to 33.12 (Disapplication of Trustee Acts).

              


      

    

    
      
        	

              	(e)	
                If giving effect to instructions given by any other Finance Party or group of Finance Parties would (in the Agent’s or (as the case may be) the Security
                    Agent’s opinion) have an effect equivalent to an amendment or waiver which is subject to clause 44 (Amendments and waivers), the Agent or (as the case may be) the Security Agent shall not act in accordance with those instructions unless
                    consent to it so acting is obtained from each Party (other than itself) whose consent would have been required in respect of that amendment or waiver.

              


      

    

    
      
        	

              	(f)	
                The Agent or the Security Agent may refrain from acting in accordance with any instructions of any other 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.

              


      

    

    
      
        	

              	(g)	
                Without prejudice to the provisions of clause 34 (Enforcement










                      of Transaction Security) and the remainder of this clause 32, in the absence of instructions, the Agent and the Security Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.

              


      

    

    
      
        	32.5	
                Legal or arbitration proceedings

              


      

    

    Neither the Agent nor the Security Agent is authorised to act on behalf of another Finance Party
        (without first obtaining that Finance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. This clause 32.5 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.

    
      
        	32.6	
                Duties of the Agent and the Security Agent

              


      

    

    
      
        	

              	(a)	
                The Agent’s and the Security Agent’s duties under the
                    Finance Documents are solely mechanical and administrative in nature.

              


      

    

    
      
        	

              	(b)	
                Subject to paragraph (c) below, the Agent or (as the case
                    may be) the Security Agent shall promptly:

              


      

    

    
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              	(i)	
                (in the case of the Security Agent) forward to the Agent a copy of any document received by the Security Agent from any Obligor under any Finance Document;
                    and

              


      

    

    
      
        	

              	(ii)	
                forward to a Party the original or a copy of any document which is delivered to the Agent or (as the case may be) the Security Agent for that Party by any
                    other Party.

              


      

    

    
      
        	

              	(c)	
                Without prejudice to clause 30.7 (Copy of Transfer
                      Certificate to Borrower), paragraph (b) above shall not apply to any Transfer Certificate.

              


      

    

    
      
        	

              	(d)	
                Except where a Finance Document specifically provides otherwise, neither the Agent nor the Security Agent is obliged to review or check the adequacy, accuracy
                    or completeness of any document it forwards to another Party.

              


      

    

    
      
        	

              	(e)	
                Without prejudice to clause 35.10 (Notification of
                      prescribed events), if the Agent or the Security Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other
                    Finance Parties.

              


      

    

    
      
        	

              	(f)	
                If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or the
                    Arranger or the Security Agent for their own account) under this Agreement, it shall promptly notify the other Finance Parties.

              


      

    

    
      
        	

              	(g)	
                The Agent shall provide to the Borrower within five Business Days of a request by the Borrower (but no more frequently than once per calendar month), a list
                    (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments and the address (and the department or officer, if any, for whose attention any communication is to be
                    made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may
                    be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.

              


      

    

    
      
        	

              	(h)	
                The Agent and 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).

              


      

    

    
      
        	32.7	
                Role of the Arranger

              


      

    

    Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind
        to any other Party under or in connection with any Finance Document or the transactions contemplated by the Finance Documents.

    
      
        	32.8	
                No fiduciary duties

              


      

    

    Nothing in any Finance Document constitutes the Agent, the Security Agent or the Arranger as a
        trustee or fiduciary of any other person except to the extent that the Security Agent acts as trustee for the other Finance Parties pursuant to clause 32.2 (Security Agent as trustee).

    
      
        	32.9	
                No duty to account

              


      

    

    None of the Agent, the Security Agent or the Arranger shall be bound to account to any other Finance
        Party for any sum or the profit element of any sum received by it for its own account.

    
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        	32.10	
                Business with the Group

              


      

    

    The Agent, the Security Agent and the Arranger may accept deposits from, lend money to and generally
        engage in any kind of banking or other business with any Obligor or other Group Member or their Affiliates.

    
      
        	32.11	
                Rights and discretions of the Agent and the Security Agent

              


      

    

    
      
        	

              	(a)	
                The Agent and 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 Lenders or other Finance Parties or any group of Lenders or other 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)	
                in the case of the Security Agent, 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 (C) 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 Agent and the Security Agent may assume (unless it has received notice to the contrary in its capacity as agent or (as the case may be) security trustee
                    for the other Finance Parties) that:

              


      

    

    
      
        	

              	(i)	
                no Notifiable Debt Purchase Transaction:

              


      

    

    
      
        	

              	(A)	
                has been entered into;

              


      

    

    
      
        	

              	(B)	
                has been terminated; or

              


      

    

    
      
        	

              	(C)	
                has ceased to be with a Borrower Affiliate;

              


      

    

    
      
        	

              	(ii)	
                no Default has occurred (unless (in the case of the Agent) it has










                    actual knowledge of a Default arising under clause 29.2 (Non-payment));

              


      

    

    
      
        	

              	(iii)	
                any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and

              


      

    

    
      
        	

              	(iv)	
                any notice or request made by the Borrower (other than (in the case of the Agent) a Utilisation Request) is made on behalf of and with the consent and
                    knowledge of all the Obligors.

              


      

    

    
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              	(c)	
                Each of the Agent and the Security Agent may engage and
                    pay for the advice or services of any lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors or other professional advisers or experts.

              


      

    

    
      
        	

              	(d)	
                Without prejudice to the generality of paragraph (c) above or paragraph (e) below, each of the Agent and the Security Agent may at any time engage and pay for
                    the services of any lawyers to act as independent counsel to it (and so separate from any lawyers instructed by the Lenders or any other Finance Party) if it, in its reasonable opinion, deems this to be necessary.

              


      

    

    
      
        	

              	(e)	
                Each of the Agent and the Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors or other professional advisers or experts
                    (whether obtained by it or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

              


      

    

    
      
        	

              	(f)	
                The Agent, the Security Agent, any Receiver and any
                    Delegate may act in relation to the Finance Documents, the Transaction Security and the Security Property through its officers,
                    employees and agents and shall not:

              


      

    

    
      
        	

              	(i)	
                be liable for any error of judgment made by any such
                    person; or

              


      

    

    
      
        	

              	(ii)	
                be bound to supervise, or be in any way responsible for
                    any loss incurred by reason of misconduct, omission or default on the part, of any such person,

              


      

    

    unless such error or such loss was directly caused by the Agent’s, the Security Agent’s, Receiver’s or Delegate’s gross negligence or
        wilful misconduct.

    
      
        	

              	(g)	
                Unless any Finance Document expressly specifies otherwise, the










                    Agent or the Security Agent may disclose to any other Party any information it reasonably believes it has received as agent or security trustee under this Agreement.

              


      

    

    
      
        	

              	(h)	
                Without prejudice to the generality of paragraph (g) above, the Agent:

              


      

    

    
      
        	

              	(i)	
                may disclose; and

              


      

    

    
      
        	

              	(ii)	
                on the written request of the Borrower or the Majority Lenders shall, as soon as reasonably practicable, disclose,

              


      

    

    the identity of a Defaulting Lender to the other Finance Parties and the Borrower.

    
      
        	

              	(i)	
                Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent, the Security Agent nor the Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

              


      

    

    
      
        	

              	(j)	
                Notwithstanding any provision of any Finance Document to the contrary, neither the Agent nor the Security Agent is 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.

              


      

    

    
      
        	

              	(k)	
                Neither the Agent nor the Arranger shall be obliged to request any certificate, opinion or other information under clause 20 (Information undertakings) unless so required in writing by a Lender, in which case the Agent shall promptly make the appropriate request of the Borrower if
                    such request would be in accordance with the terms of this Agreement.

              


      

    

    
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        	32.12	
                Responsibility for documentation and other matters

              


      

    

    None of the Agent, the Security Agent, the Arranger, any Receiver or any Delegate is responsible or liable for:

    
      
        	

              	(a)	
                the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent, the Security Agent, the Arranger, an Obligor or any
                    other person in or in connection with any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any
                    Finance Document;

              


      

    

    
      
        	

              	(b)	
                the legality, validity, effectiveness, adequacy or
                    enforceability of any Transaction Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document, the
                    Transaction Security or the Security Property;

              


      

    

    
      
        	

              	(c)	
                the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents;

              


      

    

    
      
        	

              	(d)	
                (in the case of the Security Agent) any loss to the Security Property arising in consequence of the failure, depreciation or loss of any Charged Property or any investments made or
                    retained in good faith or by reason of any other matter or thing;

              


      

    

    
      
        	

              	(e)	
                the failure of any Obligor or any other party to perform its obligations under any Transaction Document or the financial condition of any such person;

              


      

    

    
      
        	

              	(f)	
                (save as otherwise provided in this clause 32) taking or omitting to take any other action under or in relation to the Security Documents;

              


      

    

    
      
        	

              	(g)	
                any other beneficiary of a Security Document failing to perform or discharge any of its duties or obligations under any Finance Document; or

              


      

    

    
      
        	

              	(h)	
                any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or
                    prohibited by any applicable law or regulation relating to insider dealing or otherwise.

              


      

    

    
      
        	32.13	
                No duty to monitor

              


      

    

    Neither the Agent nor the Security Agent shall be bound to enquire:

    
      
        	

              	(a)	
                whether or not any Default has occurred;

              


      

    

    
      
        	

              	(b)	
                as to the performance, default or any breach by any Party or any Obligor of its obligations under any Finance Document; or

              


      

    

    
      
        	

              	(c)	
                whether any other event specified in any Finance
                    Document has occurred.

              


      

    

    
      
        	32.14	
                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 Agent,
                    the Security Agent, any Receiver or Delegate), none of the Agent, the Security Agent, any Receiver nor any Delegate will be liable (including, without limitation, for
                    negligence or any other category of liability whatsoever) 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

              


      

    

    
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    connection with any Finance Document or the Security Property, unless directly caused by its gross
        negligence or wilful misconduct;

    
      
        	

              	(ii)	
                exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Security Property or
                    any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Security Property;

              


      

    

    
      
        	

              	(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, losses, any diminution in value or any liability whatsoever arising
                    as a result of:

              


      

    

    
      
        	

              	(A)	
                any act, event or circumstance not reasonably within its control; or

              


      

    

    
      
        	

              	(B)	
                the general risks of investment in, or the holding of assets in, any jurisdiction,

              


      

    

    including (in each case and without limitation) such damages, costs, losses, diminution in value or
        liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value
        of assets (including any Disruption Event), breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes
        or industrial action.

    
      
        	

              	(b)	
                No Party (other than the Agent, the Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or
                    agent of the Agent, the Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Agent, 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 Agent, the Security Agent, a Receiver or a Delegate may rely on this clause subject to clause 1.4 (Third party rights) and the provisions of the Third Parties Act.

              


      

    

    
      
        	

              	(c)	
                Neither of the Agent or the Security Agent will be liable for any delay (or any related consequences) in crediting an account with an amount required under
                    the Finance Documents to be paid by it if it has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by it for that
                    purpose.

              


      

    

    
      
        	

              	(d)	
                Nothing in any Finance Document shall oblige the Agent, the Security Agent or the Arranger to carry out:

              


      

    

    
      
        	

              	(i)	
                any “know your customer” or other checks in relation to any person; or

              


      

    

    
      
        	

              	(ii)	
                any check on the extent to which any transaction contemplated by any of the Finance Documents might be unlawful for any Finance Party or for any Affiliate of
                    any Finance Party,

              


      

    

    on behalf of any other Finance Party and each other Finance Party confirms to the Agent, the Security
        Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent, the Security Agent or the Arranger.

    
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              	(e)	
                Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Agent, the Security Agent, any Receiver or any Delegate,
                    any liability of the Agent, the Security Agent, any Receiver or any Delegate arising under or in connection with any Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally
                    judicially determined to have been suffered (as determined by reference to the date of default of the Agent, the Security Agent, Receiver or Delegate (as the case may be) or, if later, the date on which the loss arises as a result of
                    such default) but without reference to any special conditions or circumstances known to the Agent, the Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Agent, the Security Agent, any Receiver or any 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 Agent, the Security Agent,
                    Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages.

              


      

    

    
      
        	32.15	
                Lenders’ indemnity to the Agent and others

              


      

    

    
      
        	

              	(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 being reduced to zero) indemnify the Agent, the Security Agent, every Receiver and every Delegate, within
                    three Business Days of demand, against any Losses (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them (otherwise than by reason of the relevant Agent’s, Security Agent’s,
                    Receiver’s or Delegate’s gross negligence or wilful misconduct) (or, in the circumstances contemplated pursuant to clause 38.11 (Disruption to payment systems etc, notwithstanding the Agent’s negligence, gross negligence, or any other category of liability
                    whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent, Security Agent, Receiver or Delegate under, or exercising any authority conferred under, the Finance Documents (unless the relevant Agent,
                    Security Agent, Receiver or Delegate has been reimbursed by an 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 Agent or the Security
                    Agent or any Receiver or Delegate pursuant to paragraph (a) above.

              


      

    

    
      
        	

              	(c)	
                Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the
                    Agent or the Security Agent to an Obligor.

              


      

    

    
      
        	32.16	
                Resignation of the Agent or the Security Agent

              


      

    

    
      
        	

              	(a)	
                The Agent or 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 Agent or 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 Agent or Security Agent.

              


      

    

    
      
        	

              	(c)	
                If the Majority Lenders have not appointed a successor Agent or Security Agent in accordance with paragraph (b) above within 20 days after notice of
                    resignation was given, the retiring Agent or Security Agent (after consultation with (in the case of the Agent) the Borrower or (in the
                    case of the Security Agent) the Agent) may appoint a successor Agent or Security Agent.

              


      

    

    
      
        	

              	(d)	
                If the Agent or Security Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent or
                    trustee and the

              


      

    

    
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    Agent or (as the case may be) Security Agent is entitled to appoint a successor Agent or (as the case
        may be) Security Agent under paragraph (c) above, the Agent or (as the case may be) Security Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent or (as the case may be)
        Security Agent to become a party to this Agreement as Agent or (as the case may be) Security Agent) agree with the proposed successor Agent or (as the case may be) Security Agent amendments to this clause 32 and any other term of this Agreement
        dealing with the rights or obligations of the Agent or (as the case may be) Security Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the fee
        payable to it in its capacity as Agent or (as the case may be) Security Agent under this Agreement which are consistent with the successor Agent’s or (as the case may be) Security Agent’s normal fee rates and those amendments will bind the Parties.

    
      
        	

              	(e)	
                The retiring Agent or Security Agent shall make available to the successor Agent or Security Agent such documents and records and provide such assistance as
                    the successor Agent or Security Agent may reasonably request for the purposes of performing its functions as Agent or (as the case may be) Security Agent under the Finance Documents. The Borrower shall, within three Business Days of
                    demand, reimburse the retiring Agent or (as the case may be) Security Agent for the amount of all costs and expenses (including legal fees) (together with any applicable VAT) properly incurred by it in making available such documents
                    and records and providing such assistance.

              


      

    

    
      
        	

              	(f)	
                The Agent’s or Security Agent’s resignation notice shall only take effect upon:

              


      

    

    
      
        	

              	(i)	
                the appointment of a successor; and

              


      

    

    
      
        	

              	(ii)	
                (in the case of the Security Agent) the transfer or assignment of all the Transaction Security and the other Security Property to that successor and any
                    appropriate filings or registrations, any notices of transfer or assignment and the payment of any fees or duties related to such transfer or assignment which the Security Agent considers necessary or advisable have been duly completed.

              


      

    

    
      
        	

              	(g)	
                Upon the appointment of a successor, the retiring Agent or Security Agent shall be discharged from any further obligation in respect of the Finance Documents
                    (other than its obligations under paragraph (b) of clause 33.10 (Winding up of trust) and paragraph (e) above) but shall remain
                    entitled to the benefit of clauses 15.3 ((Indemnity to the Agent and the Security Agent) and 15.4 (Indemnity concerning security) and this clause 32 (and any agency or other fees for the account of the retiring Agent or Security Agent in its capacity as
                    such 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 that successor had been an
                    original Party.

              


      

    

    
      
        	

              	(h)	
                The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent
                    pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:

              


      

    

    
      
        	

              	(i)	
                the Agent fails to respond to a request under clause 13.7 (FATCA










                      Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

              


      

    

    
      99

      
        


    

    

    

    

    

    
      
        	

              	(ii)	
                the information supplied by the Agent pursuant to clause 13.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

              


      

    

    
      
        	

              	(iii)	
                the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application
                    Date,

              


      

    

    and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make
        a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

    
      
        	32.17	
                Replacement of the Agent

              


      

    

    
      
        	

              	(a)	
                After consultation with the Borrower, the Majority Lenders may, by giving 30 days’ notice to the Agent (or, at any time the Agent is an Impaired Agent, by
                    giving any shorter notice determined by the Majority Lenders) replace the Agent by appointing a successor Agent.

              


      

    

    
      
        	

              	(b)	
                The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such
                    documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

              


      

    

    
      
        	

              	(c)	
                The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this
                    date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) above) but shall remain entitled to the benefit of clauses 15.3 ((Indemnity to the Agent and the Security Agent) and 15.4 (Indemnity concerning security) and this clause 32 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).

              


      

    

    
      
        	

              	(d)	
                Any successor Agent 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.

              


      

    

    
      
        	32.18	
                Replacement of the Security Agent

              


      

    

    The Majority Lenders may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) of clause 32.16 (Resignation of
          the Agent or the Security Agent). In this event, the Security Agent shall resign in accordance with that paragraph.

    
      
        	32.19	
                Confidentiality

              


      

    

    
      
        	

              	(a)	
                In acting as agent or trustee for the Finance Parties, the Agent or (as the case may be) the Security Agent shall be regarded as acting through its agency,
                    trustee or other division or department directly responsible for the management of the Finance Documents which shall be treated as a separate entity from any other of its divisions or departments.

              


      

    

    
      
        	

              	(b)	
                If information is received by another division or department of the Agent or (as the case may be) Security Agent, it may be treated as confidential to that division or department and the Agent or (as the case may be) Security Agent shall not be deemed to have notice of it.

              


      

    

    
      
        	

              	(c)	
                Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent, the Security Agent nor the Arranger is obliged to disclose to
                    any other person

              


      

    

    
      100

      
        


    

    

    

    

    

    (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.

    
      
        	32.20	
                Agent’s relationship with the Lenders

              


      

    

    
      
        	

              	(a)	
                The Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent’s principal office as notified to the
                    Finance Parties from time to time) as the Lender acting through its Facility Office:

              


      

    

    
      
        	

              	(i)	
                entitled to or liable for any payment due under any Finance Document on that day; and

              


      

    

    
      
        	

              	(ii)	
                entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or
                    delivered on that day,

              


      

    

    unless it has received not less than five Business Days prior notice from that Lender to the contrary
        in accordance with the terms of this Agreement.

    
      
        	

              	(b)	
                Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or
                    despatched to that Lender under the Finance Documents. Such notice shall contain the address and (where communication by electronic
                    mail or other electronic means is permitted under clause 40.6 (Electronic communication)) electronic mail address and/or any other
                    information required to enable the sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, electronic mail address, department and officer (or such other information) by that Lender for the purposes of clause 40.2
                    (Addresses) and clause 40.6 (Electronic










                      communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender or (as the case may be).

              


      

    

    
      
        	32.21	
                Information from the Finance Parties

              


      

    

    Each Finance Party shall supply the Agent or the Security Agent with any information that the Agent
        or (as the case may be) the Security Agent may reasonably specify as being necessary or desirable to enable the Agent or (as the case may be) the Security Agent to perform its functions as Agent or (as the case may be) Security Agent.

    
      
        	32.22	
                Credit appraisal by the Finance Parties

              


      

    

    Without affecting the responsibility of any Obligor for information supplied by it or on its behalf
        in connection with any Finance Document, each other Finance Party confirms to the Agent, the Security Agent and the Arranger that it has been, and
        will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with
        any Finance Document including but not limited to:

    
      
        	

              	(a)	
                the financial condition, status and nature of each Obligor and other Group Member;

              


      

    

    
      
        	

              	(b)	
                the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Transaction Security, 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, the Transaction Security or the Security Property;

              


      

    

    
      101

      
        


    

    

    

    

    

    
      
        	

              	(c)	
                the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents;

              


      

    

    
      
        	

              	(d)	
                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 Finance Document, the Transaction Security, the Security Property, the transactions contemplated by the Finance Documents or
                    any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document, the Transaction Security or the Security Property;

              


      

    

    
      
        	

              	(e)	
                the adequacy, accuracy or completeness of any information provided by the Agent, the Security Agent, the Arranger or any other 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

              


      

    

    
      
        	

              	(f)	
                the right or title of any person in or to, or the value or sufficiency of, any part of the Charged Property, the priority of any of the Transaction Security
                    or the existence of any Security Interest affecting the Charged Property.

              


      

    

    
      
        	32.23	
                Deduction from amounts payable by the Agent

              


      

    

    If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving
        notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance 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.

    
      
        	32.24	
                Reliance and engagement letters

              


      

    

    Each of the Agent, the Security Agent and the Arranger may enter into any reliance letter or
        engagement letter relating to any valuations, reports, opinions or letters or advice or assistance provided by lawyers, accountants, tax advisers,
        insurance consultants, ship managers, valuers, surveyors or other professional advisers or experts in connection with the Transaction Documents or the transactions contemplated in the Finance Documents on such terms as it may consider appropriate
        (including, without limitation, restrictions on the lawyer’s, accountant’s, tax adviser’s, insurance consultant’s, ship manager’s, valuer’s, surveyor’s or other professional adviser’s or expert’s liability and the extent to which their valuations,
        reports, opinions or letters may be relied on or disclosed).

    
      
        	33.	
                Trust and security matters

              


      

    

    
      
        	33.1	
                Undertaking to pay

              


      

    

    
      
        	

              	(a)	
                Each Obligor who is a Party undertakes with the Security Agent as trustee for the Finance Parties that it will, on demand by the Security Agent, pay to the
                    Security Agent as trustee for the Finance Parties all money from time to time owing to the other Finance Parties (in addition to paying any money owing under the Finance Documents to the Security Agent for its own account), and discharge all other obligations from
                    time to time incurred, by it under or










                    in connection with the Finance Documents.

              


      

    

    
      
        	

              	(b)	
                Each payment which such an Obligor makes to another Finance Party in accordance with any Finance Document shall, to the extent of the amount of that payment,
                    satisfy that Obligor’s corresponding obligation under paragraph (a) above to make that payment to the Security Agent.

              


      

    

    
      102

      
        


    

    

    

    

    

    
      
        	33.2	
                Parallel debt

              


      

    

    
      
        	

              	(a)	
                Additional definitions

                 

                  

                In this clause 33.2:

              


      

    

    Corresponding










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

    Parallel










          Debt means any amount which an Obligor owes to the Security Agent under clause 33.2(b) or under that clause as incorporated by reference or in full in any other Finance Document.

    
      
        	

              	(b)	
                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.

              


      

    

    
      
        	

              	(c)	
                The Parallel Debt of an Obligor:

              


      

    

    
      
        	

              	(i)	
                shall become due and payable at the same time as its Corresponding Debt; and

              


      

    

    
      
        	

              	(ii)	
                is independent and separate from, and without prejudice to, its Corresponding Debt.

              


      

    

    
      
        	

              	(d)	
                For purposes of this clause 33.2, 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).

              


      

    

    
      
        	

              	(e)	
                The Parallel Debt of an Obligor shall be:

              


      

    

    
      
        	

              	(i)	
                decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged; and

              


      

    

    
      
        	

              	(ii)	
                increased to the extent that its Corresponding Debt has increased, and the Corresponding Debt of an Obligor shall be:

              


      

    

    
      
        	

              	(A)	
                decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged; and

              


      

    

    
      
        	

              	(B)	
                increased to the extent that its Parallel Debt has increased,

              


      

    

    in each










        case provided that the Parallel Debt of an Obligor shall never exceed its Corresponding Debt.

    
      
        	

              	(f)	
                All amounts received or recovered by the Security Agent in connection with this clause 33.2 to the extent permitted by applicable law, shall be applied in
                    accordance with clause 35.1 (Order of application).

              


      

    

    
      103

      
        


    

    

    

    

    

    
      
        	

              	(g)	
                This clause 33.2 shall apply, with any necessary
                    modifications, to each Finance Document.

              


      

    

    
      
        	33.3	
                No responsibility to perfect Transaction Security

              


      

    

    The Security Agent shall not be liable for any failure to:

    
      
        	

              	(a)	
                ascertain whether all deeds and documents which should have been deposited with it under or pursuant to any of the Security Documents have been so deposited;

              


      

    

    
      
        	

              	(b)	
                require the deposit with it of any deed or document certifying, representing or constituting the title of any Obligor to any of the Charged Property;

              


      

    

    
      
        	

              	(c)	
                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;

              


      

    

    
      
        	

              	(d)	
                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;

              


      

    

    
      
        	

              	(e)	
                take, or to require any Obliger to take, any step to perfect its title to any of the Charged Property or to render the Transaction Security effective or to
                    secure the creation of any ancillary Security Interest under any law or regulation; or

              


      

    

    
      
        	

              	(f)	
                require any further assurance in relation to any Security Document.

              


      

    

    
      
        	33.4	
                Insurance by Security Agent

              


      

    

    
      
        	

              	(a)	
                The Security Agent shall not be obliged:

              


      

    

    
      
        	

              	(i)	
                to insure any of the Charged Property;

              


      

    

    
      
        	

              	(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, unless the Agent requests it to do so in writing and the Security Agent fails to do so within fourteen days after receipt of that request.

              


      

    

    
      
        	33.5	
                Common parties

              


      

    

    Although the Agent and the Security Agent may from time to time be the same entity, that entity will
        have entered into the Finance Documents (to which it is party) in its separate capacities as agent for the other Finance Parties and (as appropriate) security agent and trustee for all of the other Finance Parties. Where any Finance Document
        provides for an Agent or Security Agent to communicate with or provide instructions to the other, while they are the same entity, such communication or instructions will not be necessary.

    
      104

      
        


    

    

    

    

    

    
      
        	33.6	
                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.

    
      
        	33.7	
                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 Finance 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.

              


      

    

    
      
        	33.8	
                Additional trustees

              


      

    

    
      
        	

              	(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 Finance Parties;

              


      

    

    
      
        	

              	(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.

              


      

    

    
      
        	

              	(d)	
                At the request of the Security Agent, the other Parties shall forthwith execute all such documents and do all such things as may be required to perfect such
                    appointment or removal and each such Party irrevocably authorises the Security Agent in its name and on its behalf to do the same.

              


      

    

    
      
        	

              	(e)	
                Such a person shall accede to this Agreement as a Security Agent to the extent necessary to carry out their role on terms satisfactory to the Security Agent.

              


      

    

    
      105

      
        


    

    

    

    

    

    
      
        	

              	(f)	
                The Security Agent shall not be bound to supervise, or be responsible for any loss incurred by reason of any act or omission of, any such person if the Security Agent shall have exercised reasonable care in the selection of such person.

              


      

    

    
      
        	33.9	
                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 Obligor may have to any of the Charged Property and shall not be liable for, or bound to require any
        Obligor to remedy, any defect in its right or title.

    
      
        	33.10	
                Winding up of trust

              


      

    

    If the Security Agent, with the approval of the Agent, determines that:

    
      
        	

              	(a)	
                all of the Secured Obligations and all other obligations secured by the Security Documents have been fully and finally discharged; and

              


      

    

    
      
        	

              	(b)	
                no Finance Party is under any commitment, obligation or liability (actual or contingent) to make advances or provide other financial accommodation to any
                    Obligor pursuant to the Finance Documents,

              


      

    

    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 32.16 (Resignation of the Agent or the Security Agent) shall release, without recourse or warranty, all of its rights under each Security Document.

              


      

    

    
      
        	33.11	
                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.

    
      
        	33.12	
                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. Where there are any inconsistencies between the Trustee Act 1925 or the Trustee Act 2000 and the provisions of this Agreement, the provisions of this Agreement 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 shall constitute a restriction or exclusion for the purposes of that Act.

    
      
        	34.	
                Enforcement of Transaction Security

              


      

    

    
      
        	34.1	
                Enforcement Instructions

              


      

    

    
      
        	

              	(a)	
                The Security Agent may refrain from enforcing the Transaction Security unless instructed otherwise by Majority Lenders.

              


      

    

    
      
        	

              	(b)	
                Subject to the Transaction Security having become enforceable in accordance with its terms, the Majority Lenders may give or refrain from giving instructions
                    to the Security Agent to enforce or refrain from enforcing the Transaction Security as they see fit.

              


      

    

    
      106

      
        


    

    

    

    

    

    
      
        	

              	(c)	
                The Security Agent is entitled to rely on and comply with
                    instructions given in accordance with this clause 34.1.

              


      

    

    
      
        	34.2	
                Manner of enforcement

              


      

    

    If the Transaction Security is being enforced pursuant to clause 34.1 (Enforcement Instructions), the Security Agent
        shall enforce the Transaction Security in such manner as the Majority Lenders shall instruct or, in the absence of any such instructions, as the
        Security Agent considers in its discretion to be appropriate.

    
      
        	34.3	
                Waiver of rights

              


      

    

    To the extent permitted under applicable law and subject to clause 34.1 (Enforcement Instructions), clause 34.2 (Manner of enforcement) and










        clause 35 (Application of Proceeds), each of the Finance Parties and the Obligors waives all rights it may otherwise have to require that the Transaction Security be enforced in any particular order or manner or at any particular time or that any amount received
        or recovered from any person, or by virtue of the enforcement of any of the Transaction Security or of any other security interest, which is capable of being applied in or towards discharge of any of the Secured Obligations is so applied.

    
      
        	34.4	
                Enforcement through Security Agent only

              


      

    

    
      
        	

              	(a)	
                The other Finance 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 or to grant any consents or releases under the Security Documents except through the Security Agent.

              


      

    

    
      
        	

              	(b)	
                Each Finance Party (other than the Security Agent) shall, promptly upon being requested by the Agent to do so, grant a power of attorney or other sufficient authority to the Security Agent to enable the Security Agent to enforce or have recourse to the relevant Transaction Security or to exercise any such right, power, authority or discretion or to grant any such consent or release.

              


      

    

    
      
        	35.	
                Application of proceeds

              


      

    

    
      
        	35.1	
                Order of application

              


      

    

    All amounts from time to time received or recovered by the Security Agent pursuant to the terms of
        any Finance Document or in connection with the realisation or enforcement of all or any part of the Transaction Security (for the purposes of this clause 35, the Recoveries) shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its
        discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this clause 35), in the following order of priority:

    
      
        	

              	(a)	
                in discharging any sums owing to the Security Agent (other than pursuant to clause 33.1 (Undertaking to pay) or 33.2 (Parallel debt)), any Receiver or any Delegate;

              


      

    

    
      
        	

              	(b)	
                in discharging all costs and expenses incurred by any Finance Party in connection with any realisation or enforcement of the Transaction Security taken in
                    accordance with the terms of this Agreement;

              


      

    

    
      
        	

              	(c)	
                in payment or distribution to the Agent on its own behalf and on behalf of the other Finance Parties for application in accordance with clause 38.6 (Partial payments);

              


      

    

    
      
        	

              	(d)	
                if none of the 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 Obliger; and

              


      

    

    
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              	(e)	
                the balance, if any, in payment or distribution to the relevant Obliger.

              


      

    

    
      
        	35.2	
                Investment of cash proceeds

              


      

    

    Prior to the application of any Recoveries in accordance with clause 35.1 (Order of Application) the Security Agent may, in its discretion, hold:

    
      
        	

              	(a)	
                all or part of any Recoveries which are in the form of
                    cash; and

              


      

    

    
      
        	

              	(b)	
                any cash which is generated by holding, managing, exploiting, collecting, realising or disposing of any proceeds of the Security Property which are not in the
                    form of cash,

              


      

    

    in one or more interest bearing suspense or impersonal accounts in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the
        relevant account) pending the application from time to time of those moneys in the Security Agent’s discretion in accordance with the provisions of this clause 35.

    
      
        	35.3	
                Currency conversion

              


      

    

    
      
        	

              	(a)	
                For the purpose of, or pending the discharge of, any of the Secured Obligations the Security Agent may:

              


      

    

    
      
        	

              	(i)	
                convert any moneys received or recovered by the Security
                    Agent from one currency to another; and

              


      

    

    
      
        	

              	(ii)	
                notionally convert the valuation provided in any opinion or valuation from one currency to another,

              


      

    

    in each case at the Security Agent’s spot rate of exchange for the purchase of that other currency
        with the currency in which the relevant moneys are received or recovered or the valuation is provided in the London foreign exchange market at or about 11:00 am (London time) on a particular day.

    
      
        	

              	(b)	
                The obligations of any Obligor to pay in the due currency shall only be satisfied:

              


      

    

    
      
        	

              	(i)	
                in the case of paragraph (a)(i) above, to the extent of the amount of the due currency purchased after deducting the costs of conversion; and

              


      

    

    
      
        	

              	(ii)	
                in the case of paragraph (a)(ii) above, to the extent of the amount of the due currency which results from the notional conversion referred to in that
                    paragraph.

              


      

    

    
      
        	35.4	
                Permitted Deductions

              


      

    

    The Security Agent shall be entitled, in its discretion, (a) to set aside by way of reserve amounts required to meet and (b) to make and pay, any deductions and withholdings (on account of Taxes or otherwise) which it is or may be required
        (pursuant to advice received by its advisers (if any appointed at the time)) by any law or regulation to make from any distribution or payment made by it under this Agreement, and to pay all Taxes which may be assessed against it in respect of any of the Charged Property, or as a
        consequence of performing its duties or exercising its rights, powers, authorities and discretions, 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).

    
      
        	35.5	
                Good discharge

              


      

    

    
      
        	

              	(a)	
                Any distribution or payment to be made in respect of the Secured Obligations by the Security Agent may be made to the Agent on behalf of the Finance Parties.

              


      

    

    
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              	(b)	
                Any distribution or payment made as described in paragraph (a) above shall be a good discharge, to the extent of that payment or distribution, by the Security
                    Agent to the extent of that payment.

              


      

    

    
      
        	

              	(c)	
                The Security Agent is under no obligation to make the payments to the Agent under paragraph (a) above in the same currency as that in which the Secured
                    Liabilities owing to the relevant Finance Party are denominated pursuant to the relevant Finance Document.

              


      

    

    
      
        	35.6	
                Calculation of amounts

              


      

    

    For the purpose of calculating any person’s share of any amount payable to or by it, the Security
        Agent shall be entitled to:

    
      
        	

              	(a)	
                notionally convert the Secured Liabilities owed to any person into a common base currency (decided in its discretion by the Security Agent), that notional
                    conversion to be made at the spot rate at which the Security Agent is able to purchase the notional base currency with the actual currency of the Secured Liabilities owed to that person at the time at which that calculation is to be
                    made; and

              


      

    

    
      
        	

              	(b)	
                assume that all amounts received or recovered as a result of the enforcement or realisation of the Security Property are applied in discharge of the Secured
                    Liabilities in accordance with the terms of the Finance Documents under which those Secured Liabilities have arisen.

              


      

    

    
      
        	35.7	
                Release to facilitate enforcement and realisation

              


      

    

    
      
        	

              	(a)	
                Each Finance Party acknowledges that, for the purpose of any enforcement action by the Security Agent or a Receiver and/or maximising or facilitating the
                    realisation of the Charged Property, it may be desirable that certain rights or claims against an Obligor and/or under certain of the Transaction Security, be released.

              


      

    

    
      
        	

              	(b)	
                Each other Finance Party hereby irrevocably authorises the Security Agent (acting on the instructions of the Agent) to grant any such releases to the extent
                    necessary to effect such enforcement action and/or realisation including, to the extent necessary for such purpose, to execute release documents in the name of and on behalf of the other Finance Parties.

              


      

    

    
      
        	

              	(c)	
                Where the relevant enforcement is by way of disposal of shares in the Borrower, the requisite release may include releases of all claims (including under
                    guarantees) of the Finance Parties and/or the Security Agent against the Borrower and of all Security Interests over the assets of the Borrower.

              


      

    

    
      
        	35.8	
                Dealings with Security Agent

              


      

    

    Subject to clause 40.5 (Communication when Agent is Impaired Agent), each Finance Party shall deal with the Security Agent exclusively through the Agent.

    
      
        	35.9	
                Disclosure between Finance Parties and Security Agent

              


      

    

    Notwithstanding any agreement to the contrary, each of the Obligors consents, until the end of the
        Facility Period, to the disclosure by any Finance Party to each other (whether or not through the Agent or the Security Agent) of such information concerning the Obligors as any Finance Party shall see fit.

    
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        	35.10	
                Notification of prescribed events

              


      

    

    
      
        	

              	(a)	
                If an Event of Default or Default either occurs or ceases to be continuing, the Agent shall, upon becoming aware of that occurrence or cessation, notify the
                    Security Agent.

              


      

    

    
      
        	

              	(b)	
                If the Security Agent enforces, or takes formal steps to enforce, any of the Transaction Security it shall notify each other Finance Party of that action.

              


      

    

    
      
        	

              	(c)	
                If any Finance Party exercises any right it may have to enforce, or to take formal steps to enforce, any of the Transaction Security it shall notify the
                    Security Agent and the Security Agent shall, upon receiving that notification, notify each other Finance Party of that action.

              


      

    

    
      
        	36.	
                Conduct of business by the Finance Parties

              


      

    

    
      
        	36.1	
                Finance Parties tax affairs

              


      

    

    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.

              


      

    

    
      
        	37.	
                Sharing among the Finance Parties

              


      

    

    
      
        	37.1	
                Payments to Finance Parties

              


      

    

    If a Finance Party (a Recovering Finance Party) receives or recovers any amount from an Obligor other than in accordance with clause 38 (Payment mechanics) (a Recovered Amount) and applies that amount to a payment due under the Finance Documents then:

    
      
        	

              	(a)	
                the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Agent;

              


      

    

    
      
        	

              	(b)	
                the 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 Agent and distributed in accordance with clause 38 (Payment mechanics), without taking
                    account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

              


      

    

    
      
        	

              	(c)	
                the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the Sharing Payment) equal to such receipt or recovery less
                    any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with clause 38.6 (Partial payments).

              


      

    

    
      
        	37.2	
                Redistribution of payments

              


      

    

    The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and
        distribute it between the Finance Parties (other than the Recovering Finance Party) (the Sharing Finance Parties) in accordance with clause 38.6 (Partial payments) towards the
        obligations of that Obligor to the Sharing Finance Parties.

    
      110

      
        


    

    

    

    

    

    
      
        	37.3	
                Recovering Finance Party’s rights

              


      

    

    On a distribution by the Agent under clause 37.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered
        Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.

    
      
        	37.4	
                Reversal of redistribution

              


      

    

    If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes
        repayable and is repaid by that Recovering Finance Party, then:

    
      
        	

              	(a)	
                each Sharing Finance Party shall, upon request of the Agent, pay










                    to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its
                    proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the Redistributed Amount); and

              


      

    

    
      
        	

              	(b)	
                as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having
                    been paid by that Obligor.

              


      

    

    
      
        	37.5	
                Exceptions

              


      

    

    
      
        	

              	(a)	
                This clause 37 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this clause, have a valid and
                    enforceable claim against the relevant Obligor.

              


      

    

    
      
        	

              	(b)	
                A Recovering Finance Party is not obliged to share with
                    any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

              


      

    

    
      
        	

              	(i)	
                it notified that other Finance Party of the legal or arbitration proceedings;

              


      

    

    
      
        	

              	(ii)	
                the taking legal or arbitration proceedings was in accordance with the terms of this Agreement; and

              


      

    

    
      
        	

              	(iii)	
                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.

              


      

    

    
      111

      
        


    

    

    

    

    

    Section 11 - Administration

    
      
        	38.	
                Payment mechanics

              


      

    

    
      
        	38.1	
                Payments to the Agent

              


      

    

    
      
        	

              	(a)	
                On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the same available to
                    the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency
                    in the place of payment.

              


      

    

    
      
        	

              	(b)	
                Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial
                    centre in such Participating Member State or London, as specified by the Agent) and with such bank as the Agent, in each case, specifies.

              


      

    

    
      
        	38.2	
                Distributions by the Agent

              


      

    

    Each payment received by the Agent under the Finance Documents for another Party shall, subject to
        clause 38.3 (Distributions to an Obligor) and clause 38.4 (Clawback and pre-funding) be made available by the 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 Agent by not less than five Business Days’ notice with a bank specified by that Party in the principal financial centre of the country of that currency (or, in relation to euro,
        in the principal financial centre of a Participating Member State or London, as specified by that Party).

    
      
        	38.3	
                Distributions to an Obliger

              


      

    

    The Agent may (with the consent of the Obligor or in accordance with clause 39 (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any
        amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

    
      
        	38.4	
                Clawback and pre-funding

              


      

    

    
      
        	

              	(a)	
                Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to
                    enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

              


      

    

    
      
        	

              	(b)	
                Unless paragraph (c) below applies, if the Agent pays an amount to another Party and it proves to be the case that the 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 Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date
                    of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

              


      

    

    
      
        	

              	(c)	
                If the Agent has notified the Lenders that it is willing to make available amounts for the account of the Borrower before receiving funds from the Lenders
                    then if and to the extent that the Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to the Borrower:

              


      

    

    
      
        	

              	(i)	
                the Agent shall notify the Borrower of that Lender’s identity and the Borrower shall on demand refund it to the Agent; and

              


      

    

    
      112

      
        


    

    

    

    

    

    
      
        	

              	(ii)	
                the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrower, shall on demand pay to the Agent the amount
                    (as certified by the Agent) which will indemnify the Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

              


      

    

    
      
        	38.5	
                Impaired Agent

              


      

    

    
      
        	

              	(a)	
                If, at any time, the Agent becomes an Impaired Agent, the Borrower or a Lender which is required to make a payment under the Finance Documents to the Agent in
                    accordance with clause 38.1 (Payments to the Agent) may instead either:

              


      

    

    
      
        	

              	(i)	
                pay that amount direct to the required recipient(s); or

              


      

    

    
      
        	

              	(ii)	
                if in its absolute discretion it considers that it is not reasonably practicable to pay that amount direct to the required recipient(s), pay that amount or
                    the relevant part of that amount to an interest-bearing account held with an Acceptable Bank within the meaning of paragraph (a) of the definition of “Acceptable Bank” and in relation to which no Insolvency Event has occurred and is
                    continuing, in the name of the Borrower or the Lender making the payment (the Paying Party) and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents (the Recipient Party or Recipient Parties).

              


      

    

    In each case such payments must be made on the due date for payment under the Finance Documents.

    
      
        	

              	(b)	
                All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the Recipient Party or the Recipient Parties pro
                    rata to their respective entitlements.

              


      

    

    
      
        	

              	(c)	
                A Party which has made a payment in accordance with this clause 38.5 shall be discharged of the relevant payment obligation under the Finance Documents and
                    shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

              


      

    

    
      
        	

              	(d)	
                Promptly upon the appointment of a successor Agent in accordance with this Agreement, each Paying Party shall (other than to the extent that that Party has
                    given an instruction pursuant to paragraph (e) below) give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution to
                    the relevant Recipient Party or Recipient Parties in accordance with clause 38.2 (Distributions by the Agent).

              


      

    

    
      
        	

              	(e)	
                A Paying Party shall, promptly upon request by a Recipient Party and to the extent:

              


      

    

    
      
        	

              	(i)	
                that it has not given an instruction pursuant to paragraph (d) above; and

              


      

    

    
      
        	

              	(ii)	
                that it has been provided with the necessary information by that Recipient Party,

              


      

    

    give all requisite instructions to the bank with whom the trust account is held to transfer the
        relevant amount (together with any accrued interest) to that Recipient Party.

    
      
        	38.6	
                Partial payments

              


      

    

    
      
        	

              	(a)	
                If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then
                    due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment

              


      

    

    
      113

      
        


    

    

    

    

    

     towards the obligations of that Obligor under the Finance Documents in the following order:

    
      
        	

              	(i)	
                first, in or towards payment pro rata of any unpaid
                    amount owing to the Agent, the Security Agent or the Arranger for their own account under those Finance Documents;

              


      

    

    
      
        	

              	(ii)	
                secondly, in or towards payment to the Lenders pro
                    rata of any amount owing to the Lenders under clause 32.15 (Lenders’ indemnity to the Agent and others);

              


      

    

    
      
        	

              	(iii)	
                thirdly, in or towards payment to the Lenders pro rata
                    of all other amounts due to them but unpaid under the Finance Documents; and

              


      

    

    
      
        	

              	(iv)	
                fourthly, in or towards payment pro rata of any other
                    sum due but unpaid under the Finance Documents.

              


      

    

    
      
        	

              	(b)	
                The Agent shall, if so directed by all the Lenders and with prior written notice to the Obligors, vary the order set out in paragraphs (ii) to (iv) of
                    paragraph (a) above.

              


      

    

    
      
        	

              	(c)	
                Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

              


      

    

    
      
        	38.7	
                No set-off by Obligors

              


      

    

    All payments to be made by an Obligor under the Finance Documents shall be calculated and be made
        without (and free and clear of any deduction for) set-off or counterclaim.

    
      
        	38.8	
                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 Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the
                    rate payable on the original due date.

              


      

    

    
      
        	38.9	
                Currency of account

              


      

    

    
      
        	

              	(a)	
                Subject to paragraphs (b) and (c) below, dollars is the currency of account and payment for any sum due from an Obligor under any Finance Document.

              


      

    

    
      
        	

              	(b)	
                A repayment of all or part of a Loan or an Unpaid Sum and each payment of interest shall be made in dollars on its due date.

              


      

    

    
      
        	

              	(c)	
                Each payment in respect of the amount of any costs, expenses or Taxes or other losses shall be made in dollars and, if they were incurred in a currency other
                    than dollars, the amount payable under the Finance Documents shall be the equivalent in dollars of the relevant amount in such other currency on the date on which it was incurred.

              


      

    

    
      
        	

              	(d)	
                All moneys received or held by the Security Agent or by a Receiver under a Security Document in a currency other than dollars may be sold for dollars and the
                    Obligor which executed that Security Document shall indemnify the Security Agent against the full cost in relation to the sale. Neither the Security Agent nor such Receiver will have any liability to that Obligor in respect of any loss
                    resulting from any fluctuation in exchange rates after the sale.

              


      

    

    
      114

      
        


    

    

    

    

    

    
      
        	38.10	
                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 Agent (after consultation with the Borrower); and

              


      

    

    
      
        	

              	(ii)	
                any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of
                    that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).

              


      

    

    
      
        	

              	(b)	
                If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Borrower)
                    specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Interbank Market and otherwise to reflect the change in currency.

              


      

    

    
      
        	38.11	
                Disruption to payment systems etc.

              


      

    

    If either the Agent determines (acting reasonably) that a Disruption Event has occurred or the Agent
        is notified by the Borrower that a Disruption Event has occurred:

    
      
        	

              	(a)	
                the 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 Agent may deem necessary in the circumstances;

              


      

    

    
      
        	

              	(b)	
                the Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) above if, in its reasonable 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 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 Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding
                    upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of clause 44 (Amendments and waivers);

              


      

    

    
      
        	

              	(e)	
                the 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 Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in
                    connection with this clause 38.11; and

              


      

    

    
      
        	

              	(f)	
                the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

              


      

    

    
      
        	39.	
                Set-off

              


      

    

    A Finance Party may whilst an Event of Default is continuing set off any matured obligation due from
        an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of

    
      115

      
        


    

    

    

    

    

    the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose
        of the set-off.

    
      
        	40.	
                Notices

              


      

    

    
      
        	40.1	
                Communications in writing

              


      

    

    Any communication to be made under or in connection with the Finance Documents shall be made in
        writing and, unless otherwise stated, may be made by letter.

    
      
        	40.2	
                Addresses

              


      

    

    The address (and the department or officer, if any, for whose attention the communication is to be
        made) of each Obligor or Finance Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

    
      
        	

              	(a)	
                in the case of any Obligor who is a Party, that identified with its name in Schedule 1 (The original parties);

              


      

    

    
      
        	

              	(b)	
                in the case of any Obligor which is not a Party, that identified in any Finance Document to which it is a party;

              


      

    

    
      
        	

              	(c)	
                in the case of the Security Agent, the Agent and any other original Finance Party, that identified with its name in Schedule 1 (The original parties); and

              


      

    

    
      
        	

              	(d)	
                in the case of each Lender or other Finance Party, that notified in writing to the Agent on or prior to the date on which it becomes a Party in the relevant
                    capacity,

              


      

    

    or, in










        each case, any substitute address, or
        department or officer as an Obligor or Finance Party may notify to the Agent (or the Agent may notify to the other Finance Parties and the Obligors who are Parties, if a change is made by the Agent) by not less than five Business Days’ notice.

    
      
        	40.3	
                Delivery

              


      

    

    
      
        	

              	(a)	
                Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective when it has
                    been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address and, if a particular department or officer is specified as part of its address
                    details provided under clause 40.2 (Addresses), if addressed to that department or officer.

              


      

    

    
      
        	

              	(b)	
                Any communication or document to be made or delivered to the Agent or the Security Agent will be effective only when actually received by the Agent or the
                    Security Agent and then only if it is expressly marked for the attention of the department or officer identified in Schedule 1 (The
                      original parties) (or any substitute department or officer as the Agent or the Security Agent shall specify for this purpose).

              


      

    

    
      
        	

              	(c)	
                All notices from or to an Obligor shall be sent through the Agent.

              


      

    

    
      
        	

              	(d)	
                Any communication or document made or delivered to the Borrower in accordance with this clause 40.3 will be deemed to have been made or delivered to each of the Obligors.

              


      

    

    
      
        	

              	(e)	
                Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above, after 5:00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

              


      

    

    
      116

      
        


    

    

    

    

    

    
      
        	40.4	
                Notification of address

              


      

    

    Promptly upon changing its’ address, the Agent shall notify the other Parties.

    
      
        	40.5	
                Communication when Agent is Impaired Agent

              


      

    

    If the Agent is an Impaired Agent the Parties may, instead of communicating with each other through
        the Agent, communicate with each other directly and (while the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Agent shall be varied so that
        communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed.

    
      
        	40.6	
                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 Agent or the Security Agent, only if it is addressed in such a manner as the 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 or any other Finance Document shall be deemed only to become effective on the following day.

              


      

    

    
      
        	

              	(e)	
                Any reference in a Finance Document to a communication being sent or received shall be construed to include that communication being made available in
                    accordance with this clause 40.6.

              


      

    

    
      
        	40.7	
                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 Agent, accompanied by a certified English translation and, in this case, the English translation will prevail
                    unless the document is a constitutional, statutory or other official document.

              


      

    

    
      117

      
        


    

    

    

    

    

    
      
        	41.	
                Calculations and certificates

              


      

    

    
      
        	41.1	
                Accounts

              


      

    

    In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

    
      
        	41.2	
                Certificates and determinations

              


      

    

    Any certification or determination by a Finance Party of a rate or amount under any Finance Document
        is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

    
      
        	41.3	
                Day count convention

              


      

    

    Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is
        calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Interbank Market differs, in accordance with that market practice.

    
      
        	42.	
                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 nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be
        affected or impaired.

    
      
        	43.	
                Remedies and waivers

              


      

    

    No failure to exercise, nor any delay in exercising, on the part of any Finance 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 any Finance 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.

    
      
        	44.	
                Amendments and waivers

              


      

    

    
      
        	44.1	
                Required consents

              


      

    

    
      
        	

              	(a)	
                Subject to clause 44.2 (All Lender matters) and
                    clause 44.3 (Other exceptions), any










                    term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Borrower and any such amendment or waiver will be binding on all the Finance Parties and other Obligors.

              


      

    

    
      
        	

              	(b)	
                The Agent may (or, in the case of the Security Documents, instruct the Security Agent to) effect, on behalf of any Finance Party, any amendment or waiver permitted by this clause 44.

              


      

    

    
      
        	

              	(c)	
                Without prejudice to the generality of paragraphs (c), (d)










                    and (e) of clause 32.11 (Rights and discretions of the Agent), the Agent may engage, pay for and rely on the services of lawyers
                    in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement.

              


      

    

    
      118

      
        


    

    

    

    

    

    
      
        	

              	(d)	
                Each Obligor agrees to any such amendment or waiver
                    permitted by this clause 44 which is agreed to by the Borrower. This includes any amendment or waiver which would, but for this paragraph (d), require the consent of a
                    Guarantor.

              


      

    

    
      
        	44.2	
                All Lender matters

              


      

    

    An amendment, waiver or discharge or release or a consent of, or 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)	
                the definition of “Last Availability Date” in clause 1.1 (Definitions);

              


      

    

    
      
        	

              	(c)	
                an extension to the date of payment of any amount under the Finance Documents;

              


      

    

    
      
        	

              	(d)	
                a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable or the rate at which they are
                    calculated;

              


      

    

    
      
        	

              	(e)	
                an increase in, or an extension of, any Commitment or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the Facility;

              


      

    

    
      
        	

              	(f)	
                a change to the Borrower or any other Obligor;

              


      

    

    
      
        	

              	(g)	
                any provision which expressly requires the consent or approval of all the Lenders;

              


      

    

    
      
        	

              	(h)	
                clause 37 (Sharing among the Finance Parties);

              


      

    

    
      
        	

              	(i)	
                clause 2.2 (Finance
                      Parties’ rights and obligations), clause 7.1 (Illegality), clause 30 (Changes to
                      the Lenders), clause 8.8 (Application of prepayments), this clause 44, clause 49 (Governing law) or
                    clause 50.1 (Jurisdiction of English courts);

              


      

    

    
      
        	

              	(j)	
                the order of distribution under clause 35.1 (Order of application);

              


      

    

    
      
        	

              	(k)	
                the order of distribution under clause 38.6 (Partial payments);

              


      

    

    
      
        	

              	(l)	
                the currency in which any amount is payable under any Finance Document;

              


      

    

    
      
        	

              	(m)	
                an increase in any Commitment or the Total Commitments, an extension of any period within which the Facility is available for Utilisation or any requirement that a cancellation of
                    Commitments reduces the Commitments rateably;

              


      

    

    
      
        	

              	(n)	
                (other than as expressly permitted by the provisions of
                    any Finance Document) the nature or scope of:

              


      

    

    
      
        	

              	(i)	
                any guarantee and indemnity granted under any Finance Document (including under clause 18 (Guarantee and indemnity));

              


      

    

    
      
        	

              	(ii)	
                the Charged Property; or

              


      

    

    
      
        	

              	(iii)	
                the manner in which the proceeds of enforcement of the Transaction Security are distributed;

              


      

    

    
      
        	

              	(o)	
                the circumstances in which any of the Transaction Security is permitted










                    or required to be released under any of the Finance Documents,

              


      

    

    shall not be made, or given, without the prior consent of all the Lenders.

    
      119

      
        


    

    

    

    

    

    
      
        	44.3	
                Other exceptions

              


      

    

    
      
        	

              	(a)	
                An amendment or waiver which relates to the rights or obligations of the Agent, the Security Agent or the Arranger in their respective capacities as such (and
                    not just as a Lender) may not be effected without the consent of the Agent, the Security Agent or the Arranger (as the case may be).

              


      

    

    
      
        	

              	(b)	
                Notwithstanding clauses 44.1 and 44.2 and paragraph (a) above, the Agent may make technical amendments to the Finance Documents arising out of manifest errors on the face of the Finance
                    Documents, where such amendments would not prejudice or otherwise be adverse to the interests of any Finance Party without any reference or consent of the Finance Parties.

              


      

    

    
      
        	44.4	
                Replacement of Screen Rate

              


      

    

    Subject to clause 44.3 (Other exceptions), if a Screen Rate Replacement Event has occurred in relation to the Screen Rate, any amendment or waiver which relates to:

    
      
        	

              	(a)	
                providing for the use of a Replacement Benchmark; and (b)

              


      

    

    
      
        	

              	(i)	
                aligning any provision of any Finance Document to the use of that Replacement Benchmark;

              


      

    

    
      
        	

              	(ii)	
                enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes
                    required to enable that Replacement Benchmark to be used for the purposes of this Agreement);

              


      

    

    
      
        	

              	(iii)	
                implementing market conventions applicable to that Replacement Benchmark;

              


      

    

    
      
        	

              	(iv)	
                providing for appropriate fallback (and market disruption)
                    provisions for that Replacement Benchmark; or

              


      

    

    
      
        	

              	(v)	
                adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of
                    the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated










                    or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation,)

              


      

    

    may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and
        the Borrower.

    
      
        	44.5	
                Releases

              


      

    

    Except with the approval of the Lenders or for a release which is expressly permitted or required by
        the Finance Documents, the Agent shall not have authority to authorise the Security Agent to release:

    
      
        	

              	(a)	
                any Charged Property from the Transaction Security; or

              


      

    

    
      
        	

              	(b)	
                any Obliger from any of its guarantee or other obligations under any Finance Document.

              


      

    

    
      
        	44.6	
                Disenfranchisement of Defaulting Lenders

              


      

    

    
      
        	

              	(a)	
                For so long as a Defaulting Lender has any Available Commitment, in ascertaining:

              


      

    

    
      120

      
        


    

    

    

    

    

    
      
        	

              	(i)	
                the Majority Lenders; or

              


      

    

    
      
        	

              	(ii)	
                whether:

              


      

    

    
      
        	

              	(A)	
                any given percentage (including, for the avoidance of doubt, unanimity)










                    of the Total Commitments under the Facility; or

              


      

    

    
      
        	

              	(B)	
                the agreement of any specified group of Lenders,

              


      

    

    has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents,

    that Defaulting Lender’s Commitment will be reduced by the amount of its Available Commitment and, to the extent that such reduction results in that Defaulting Lender’s Commitment
        being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above.

    
      
        	

              	(b)	
                For the purposes of this clause 44.6, the Agent may assume that the following










                    Lenders are Defaulting Lenders:

              


      

    

    
      
        	

              	(i)	
                any Lender which has notified the Agent that it has become a Defaulting Lender; and

              


      

    

    
      
        	

              	(ii)	
                any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has
                    occurred,

              


      

    

    unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

    
      
        	44.7	
                Excluded Commitments

              


      

    

    If:

    
      
        	

              	(a)	
                any Defaulting Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any term of any Finance Document or any other vote
                    of Lenders under the terms of this Agreement within 10 Business Days of that request being made; or

              


      

    

    
      
        	

              	(b)	
                any Lender which is not a Defaulting Lender fails to respond to such a request (other than an amendment, waiver or consent referred to in paragraphs (b), (c), (d) and (m) of clause 44.2 (All Lender matters)) or such a vote within










                    10 Business Days of that request being made,

              


      

    

    (unless (in either such case) the Borrower and the Agent agree to a longer time period in relation to
        any request):

    
      
        	

              	(i)	
                its Commitment or its participation in the Loan shall not
                    be included for the purpose of calculating the Total Commitments or the amount of the Loan when ascertaining whether any relevant percentage (including, for the
                    avoidance of doubt, unanimity) of
                    Total Commitments or the amount of the Loan 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.

              


      

    

    
      121

      
        


    

    

    

    

    

    
      
        	44.8	
                Replacement of a Defaulting Lender

              


      

    

    
      
        	

              	(a)	
                The Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving 10 Business Days’ prior notice to the Agent and such
                    Lender replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) assign pursuant to clause 30 (Changes










                      to the Lenders) all (and not part only) of its rights under this Agreement (and any Security Document to which that Lender is a party in its capacity as a Lender) to an Eligible Institution (a Replacement Lender) which confirms its willingness to undertake and does undertake all the obligations or all the relevant obligations of the assigning Lender in accordance with
                    clause 30 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer which is either:

              


      

    

    
      
        	

              	(i)	
                in an amount equal to:

              


      

    

    
      
        	

              	(A)	
                the outstanding principal amount of such Lender’s participation in the Loan;

              


      

    

    
      
        	

              	(B)	
                all accrued interest owing to such Lender;

              


      

    

    
      
        	

              	(C)	
                the Break Costs which would have been payable to such Lender pursuant to clause 11.5 (Break Costs) had the Borrower prepaid in full that Lender’s participation in the Loan on the date of the assignment; and

              


      

    

    
      
        	

              	(D)	
                all other amounts payable to that Lender under the Finance Documents on the date of the assignment; or

              


      

    

    
      
        	

              	(ii)	
                in an amount agreed between that Defaulting Lender, the Replacement Lender and the Borrower and which does not exceed the amount described in paragraph (i)
                    above.

              


      

    

    
      
        	

              	(b)	
                Any assignment by a Defaulting Lender pursuant to this clause 44.8 shall be subject to the following conditions:

              


      

    

    
      
        	

              	(i)	
                the Borrower shall have no right to replace the Agent or the Security Agent;

              


      

    

    
      
        	

              	(ii)	
                neither the Agent nor the Defaulting Lender shall have any obligation to the Borrower to find a Replacement Lender;

              


      

    

    
      
        	

              	(iii)	
                the assignment must take place no later than five Business Days after the notice referred to in paragraph (a) above;

              


      

    

    
      
        	

              	(iv)	
                in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant
                    to the Finance Documents; and

              


      

    

    
      
        	

              	(v)	
                the Defaulting Lender shall only be obliged to assign its rights pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that assignment to the Replacement
                    Lender.

              


      

    

    
      
        	

              	(c)	
                The Defaulting Lender shall perform the checks described
                    in paragraph (b) (v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and
                    shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.

              


      

    

    
      122

      
        


    

    

    

    

    

    
      
        	44.9	
                Disenfranchisement of Borrower Affiliates

              


      

    

    
      
        	

              	(a)	
                For so long as a Borrower Affiliate:

              


      

    

    
      
        	

              	(i)	
                beneficially owns a Commitment; or

              


      

    

    
      
        	

              	(ii)	
                has entered into a sub-participation agreement relating to a Commitment or other agreement or arrangement having a substantially similar economic effect and
                    such agreement or arrangement has not been terminated,

              


      

    

    in ascertaining:

    
      
        	

              	(A)	
                the Majority Lenders; or

              


      

    

    
      
        	

              	(B)	
                whether:

              


      

    

    
      
        	

              	(1)	
                any given percentage (including, for the avoidance of doubt,
                      unanimity) of the Total Commitments; or

              


      

    

    
      
        	

              	(2)	
                the agreement of any specified group of Lenders,

              


      

    

    has been obtained to approve any request for a consent, waiver, amendment or other vote under the
        Finance Documents,

    such Commitment shall be deemed to be zero and such Borrower Affiliate or the person with whom it has
        entered into such sub-participation, other agreement or arrangement shall be deemed not to be a Lender for the purposes of paragraphs (A) and (B) above (unless in the case of a person not being a Borrower Affiliate it is a Lender by virtue
        otherwise than by beneficially owning the relevant Commitment).

    
      
        	

              	(b)	
                Each Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, promptly notify the Agent in writing if it knowingly enters into a Debt
                    Purchase Transaction with a Borrower Affiliate (a Notifiable Debt Purchase Transaction), such notification to be substantially in the form set out in Part I of
                    Schedule 6 (Forms of Notifiable Debt Purchase Transaction Notice).

              


      

    

    
      
        	

              	(c)	
                A Lender shall promptly notify the Agent if a Notifiable Debt Purchase Transaction to which it is a party:

              


      

    

    
      
        	

              	(i)	
                is terminated; or

              


      

    

    
      
        	

              	(ii)	
                ceases to be with a Borrower Affiliate,

              


      

    

    such notification to be substantially in the form set out in Part II of Schedule 6 (Forms of Notifiable Debt Purchase Transaction Notice).

    
      
        	

              	(d)	
                Each Borrower Affiliate that is a Lender agrees that:

              


      

    

    
      
        	

              	(i)	
                in relation to any meeting or conference call to which all the Lenders are invited to attend or participate, it shall not attend or participate in the same if so requested by the Agent or, unless the Agent otherwise agrees, be entitled to receive the agenda or any minutes of the same; and

              


      

    

    
      
        	

              	(ii)	
                in its capacity as Lender, unless the Agent otherwise agrees, it shall not be entitled to receive any report or other document prepared at the behest of, or on the instructions of, the Agent or one or more of the Lenders.

              


      

    

    
      123

      
        


    

    

    

    

    

    
      
        	45.	
                Confidential Information

              


      

    

    
      
        	45.1	
                Confidential Information

              


      

    

    Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to
        anyone, save to the extent permitted by clause 45.2 (Disclosure of Confidential Information), or as required by SEC or NASDAQ regulations 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.

    
      
        	45.2	
                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 may potentially assign) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds
                    (or which may potentially succeed) it as Agent or Security Agent and, in each case, to any of that person’s Affiliates, Related Funds, Representatives, professional
                    advisers and partners;

              


      

    

    
      
        	

              	(ii)	
                with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that
                    person’s Affiliates, Related Funds, Representatives, professional advisers and partners;

              


      

    

    
      
        	

              	(iii)	
                appointed by any Finance Party or by a person to whom paragraphs (b)(i) or (b)(ii) above applies to receive communications, notices, information or documents
                    delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (b) of clause 32.20 (Relationship with the Lenders));

              


      

    

    
      
        	

              	(iv)	
                who invests in or otherwise finances (or may potentially
                    invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraphs (b)(i) or (b)(ii) above;

              


      

    

    
      
        	

              	(v)	
                to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory
                    authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

              


      

    

    
      
        	

              	(vi)	
                to whom information is required to be disclosed in connection










                    with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

              


      

    

    
      124

      
        


    

    

    

    

    

    
      
        	

              	(vii)	
                to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to clause 30.8 (Security over Lenders’ rights);

              


      

    

    
      
        	

              	(viii)	
                who is a Party; or

              


      

    

    
      
        	

              	(ix)	
                with the consent of the Borrower;

              


      

    

    in each case, such Confidential Information as that Finance Party shall consider appropriate;

    
      
        	

              	(c)	
                to any person appointed by that Finance Party or by a person to whom paragraphs (b)(i) or (b)(ii) above applies to provide administration or settlement
                    services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed
                    to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered 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 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 Obligors.

              


      

    

    
      
        	45.3	
                Entire agreement

              


      

    

    This clause 45 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.

    
      
        	45.4	
                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.

    
      
        	45.5	
                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 to 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 or the rules of any relevant stock exchange or pursuant to any applicable law or regulation pursuant to clause 45.2 (Disclosure of Confidential Information) except where such disclosure is made to any such person 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 45.

              


      

    

    
      125

      
        


    

    

    

    

    

    
      
        	45.6	
                Continuing obligations

              


      

    

    The obligations in this clause 45 are continuing and, in particular, shall survive and remain binding
        on each Finance Party for a period of twenty four months from the earlier of:

    
      
        	

              	(a)	
                the date on which all amounts payable by the Obligors under or in connection with the Finance Documents 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.

              


      

    

    
      
        	46.	
                Confidentiality of Funding Rates

              


      

    

    
      
        	46.1	
                Confidentiality and disclosure

              


      

    

    
      
        	

              	(a)	
                The Agent and each Obligor who is a Party agree to keep each Funding Rate confidential and not to disclose it to anyone, save to the extent permitted by
                    paragraphs (b), (c) and (d) below.

              


      

    

    
      
        	

              	(b)	
                The Agent may disclose:

              


      

    

    
      
        	

              	(i)	
                any Funding Rate to the Borrower pursuant to clause 9.4
                    (Notification of rates of interest); and

              


      

    

    
      
        	

              	(ii)	
                any Funding Rate to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary
                    to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality
                    Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between
                    the Agent and the relevant Lender.

              


      

    

    
      
        	

              	(c)	
                The Agent 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 is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no such requirement to so inform if the
                    recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or 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 is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion
                    of the Agent or the 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 is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be
                    no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and

              


      

    

    
      126

      
        


    

    

    

    

    

    
      
        	

              	(iv)	
                any person with the consent of the relevant Lender.

              


      

    

    
      
        	

              	(d)	
                The Borrower may disclose any Funding Rate to such person as such Funding Rate is required or requested to be disclosed by the US Securities and Exchange Commission rules and regulations.

              


      

    

    
      
        	46.2	
                Related obligations

              


      

    

    
      
        	

              	(a)	
                The Agent and each Obligor acknowledge that each Funding Rate is or may be price-sensitive information and that its use may be regulated or prohibited by
                    applicable legislation including securities law relating to insider dealing and market abuse and the Agent and each Obligor undertake not to use any Funding Rate for any unlawful purpose.

              


      

    

    
      
        	

              	(b)	
                The Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender:

              


      

    

    
      
        	

              	(i)	
                of the circumstances of any disclosure made pursuant to clause 46.1(c)(ii) (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 46.

              


      

    

    
      
        	46.3	
                No Event of Default

              


      

    

    No Event of Default will occur under clause 29.3 (Other obligations) by reason only of an Obligor’s failure to comply with this clause 46.

    
      
        	47.	
                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.

    
      
        	48.	
                Contractual recognition of bail-in

              


      

    

    Notwithstanding any other term of any Finance Document or any other agreement, arrangement or
        understanding between the Parties, each Party and each Obligor acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution
        Authority and acknowledges and accepts to be bound by the effect of:

    
      
        	

              	(a)	
                any Bail-In Action in relation to any such liability, including
                    (without limitation):

              


      

    

    
      
        	

              	(i)	
                a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such
                    liability;

              


      

    

    
      
        	

              	(ii)	
                a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

              


      

    

    
      
        	

              	(iii)	
                a cancellation of any such liability; and

              


      

    

    
      
        	

              	(b)	
                a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

              


      

    

    
      127

      
        


    

    

    

    

    

    Section 12 - Governing Law and Enforcement

    
      
        	49.	
                Governing law

              


      

    

    This Agreement and any non-contractual obligations connected with it are governed by English law.

    
      
        	50.	
                Enforcement

              


      

    

    
      
        	50.1	
                Jurisdiction of English courts

              


      

    

    
      
        	

              	(a)	
                The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement or any non-contractual obligations connected with it (including a dispute regarding the existence, validity or termination of this Agreement) (a Dispute).

              


      

    

    
      
        	

              	(b)	
                The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the
                    contrary.

              


      

    

    
      
        	

              	(c)	
                Notwithstanding paragraph (a) above, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.
                    To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

              


      

    

    
      
        	50.2	
                Service of process

              


      

    

    Without prejudice to any other mode of service allowed under any relevant law, any Obligor who is a Party:

    
      
        	

              	(a)	
                irrevocably appoints the person named in Schedule 1 (The
                      original parties) as that Obligor’s English process agent as its agent for service of process in relation to any proceedings
                    before the English courts in connection with any Finance Document;

              


      

    

    
      
        	

              	(b)	
                agrees that failure by an agent for service of process to notify the relevant Obligor of the process will not invalidate the proceedings concerned; and

              


      

    

    
      
        	

              	(c)	
                if any person appointed as process agent for an Obligor is unable for any reason to act as agent for service of process, that Obligor must immediately (and in
                    any event within ten days of such event taking place) appoint another agent on terms acceptable to the Agent. Failing this, the Agent
                    may appoint another agent for this purpose.

              


      

    

    This Agreement has been entered into on the date stated at the beginning of this Agreement.

    
      128

      
        


    

    

    

    

    

    Schedule 1

    The original parties

    Borrower

    	
            Name:

          	
            Top Ships Inc.

          
	
            Original Jurisdiction

          	
            The Republic of the Marshall Islands

          
	
            Registration number (or
                  equivalent, if any)

          	
            3571

          
	
            Registered office

          	
            Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960

          
	
            Address for service of notices

          	
            c/o Central Mare Inc.

                1, Vas. Sofias Street & Meg. Alexandrou, 151 24 Maroussi, Greece

                Attn:     Andreas Louka

                Email:    louka@loukapartners.com

                Tel:       +30 210 812 8320

          
	
            English process agent (if not incorporated in England)

          	
            Top Properties (London) Limited

                247 Gray’s Inn Road, London WC1X 8QZ, United Kingdom

          


    

    

    
      129

      
        


    

    

    

    

    

    

    

    Guarantor

    	
            Name:

          	
            Astarte International Inc.

          
	
            Original Jurisdiction

          	
            The Republic of the Marshall Islands

          
	
            Registration number (or
                  equivalent, if any)

          	
            89977

          
	
            Registered office

          	
            Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960

          
	
            Address for service of notices

          	
            c/o Central Mare Inc.

                1, Vas. Sofias Street & Meg. Alexandrou, 151 24 Maroussi, Greece

                Attn:     Andreas Louka

                Email:    louka@loukapartners.com

                Tel:       +30 210 812 8320

          
	
            English process agent (if not incorporated in England)

          	
            Top Properties (London) Limited

                247 Gray’s Inn Road, London WC1X 8QZ, United Kingdom

          


    

    

    The Original Lenders

    

    

    	
            Name

          	
            Amsterdam Trade Bank N.V.

          
	
            Commitment $

          	
            10,500,000

          
	
            TOTAL $

          	
            10,500,000

          
	
            Total Commitments $

          	
            10,500,000

          
	
            TOTAL $

          	
            10,500,000

          


    

    

    The Agent

    

    

    	
            Name

          	
            Amsterdam Trade Bank N.V.

          
	
            Facility Office, address and attention details for notices

          	
            Non-administrative matters:

                World Trade Center

                Tower I, Level 6

                Strawinskylaan 1939

                1077 XX Amsterdam

                The Netherlands

                Attn: Vassilis Kolovos / Mingli Zhu

                Email: v.kolovos@atbank.nl/m.zhu@atbank.nl

                Cc: shipping.finance@atbank.nl

                Telephone No.: +31 (0) 205 209 204 / +31 (0) 205 209 277

             

            Administrative matters:

            World Trade Center

                Tower I, Level 6

          


    
      130

      
        


    

    

    

    	 	
            Strawinskylaan 1939

                1077 XX Amsterdam

                The Netherlands

                Attn: Vassilis Kolovos / Mingli Zhu

                Email: shipping.finance@atbank.nl

                Cc: v.kolovos@atbank.nl/m.zhu@atbank.nl

                Telephone No.: +31 (0) 205 209 204 / +31 (0) 205 209 277

          


    

    

    

    

    The Security Agent

    	
            Name

          	
            Amsterdam Trade Bank N.V.

          
	
            Facility Office, address and attention details for notices

          	
            Non-administrative matters:

                World Trade Center

                Tower I, Level 6

                Strawinskylaan 1939

                1077 XX Amsterdam

                The Netherlands

                Attn: Vassilis Kolovos / Mingli Zhu

                Email: v.kolovos@atbank.nl/m.zhu@atbank.nl

                Cc: shipping.finance@atbank.nl

                Telephone No.: +31 (0) 205 209 204 / +31 (0) 205 209 277

             

            Administrative matters:

            World Trade Center

                Tower I, Level 6

                Strawinskylaan 1939

                1077 XX Amsterdam

                The Netherlands

                Attn: Vassilis Kolovos / Mingli Zhu

                Email: shipping.finance@atbank.nl

                Cc: i.tsirigotis@atbank.nl/ v.kolovos@atbank.nl

                Telephone No.: +31 (0) 205 209 247 / +31 (0) 205 209 404/ +31 (0) 205 209 204

          


    

    

    

    

    The Account Bank

    

    

    	
            Name

          	
            Amsterdam Trade Bank N.V.

          
	
            Facility Office, address and attention details for notices

          	
            Non-administrative matters:

                World Trade Center

                Tower I, Level 6

                Strawinskylaan 1939

                 

             

          


    

    

    
      131

      
        


    

    

    

    	 	
            1077 XX Amsterdam

                The Netherlands

                Attn: Vassilis Kolovos / Mingli Zhu

                Email: v.kolovos@atbank.nl/m.zhu@atbank.nl

                Cc: shipping.finance@atbank.nl

                Telephone No.: +31 (0) 205 209 204 / +31 (0) 205 209 277

             

          


    

    

    
      132

      
        


    

    

    

    

    

    Schedule 2

    Ship information

    Eco California Ship

    

    

    	
            Owner:

          	
            PCH77 SHIPPING COMPANY LIMITED

          
	
            Builder:

          	
            Hyundai Mipo Dockyard Co., Ltd.

          
	
            Hull Number:

          	
            8218

          
	
            Scheduled Delivery Date:

          	
            31 January 2019

          
	
            IMO Number:

          	
            9843780

          


    

    

    Eco Marina Del Ray Ship

    	
            Owner:

          	
            PCH Dreaming Inc.

          
	
            Builder:

          	
            Hyundai Mipo Dockyard Co., Ltd.

          
	
            Hull Number:

          	
            8242

          
	
            Scheduled Delivery Date:

          	
            13 March 2019

          
	
            IMO Number:

          	
            9798349

          


    

    

    Eco Bel Air Ship

    	
            Owner:

          	
            South California Inc.

          
	
            Builder:

          	
            Hyundai Samho Heavy Industries Co., Ltd.

          
	
            Hull Number:

          	
            S874

          
	
            Scheduled Delivery Date:

          	
            5 April 2019

          
	
            IMO Number:

          	
            9794056

          


    

    

    

    

    Eco Beverly Hills Ship

    	
            Owner:

          	
            Malibu Warrior Inc.

          
	
            Builder:

          	
            Hyundai Samho Heavy Industries Co., Ltd.

          
	
            Hull Number:

          	
            S875

          
	
            Scheduled Delivery Date:

          	
            2 May 2019

          
	
            IMO Number:

          	
            99794068

          


    

    

    
      133

      
        


    

    

    

    

    

    

    

    Collateral Ship

    	
            Owner:

          	
            Astarte International Inc.

          
	
            Name of Ship:

          	
            Eco Palm Desert

          
	
            Flag State:

          	
            The Republic of the Marshall Islands

          
	
            Charter description:

          	
            "SHELLTIME 4" time charter dated 28 September 2017 made between Central Tankers Chartering Inc. (CTC) as disponent owner and the
                Charterer, as time charterer as novated by CTC in favour of the Owner by means of a novation agreement dated 1 December 2018 made between the Owner, CTC and the Charterer

          
	
            Charterer:

          	
            Shell Tankers Singapore Private Limited

          
	
            Classification:

          	
            +100A1, Double Hull Oil and Chemical Tanker, Ship Type 2 and Ship Type 3, ESP, CSR, +LMC, UMS, *IWS, L1, SRM4, ECO (IHM,
                P), NAV1, IGS, ShipRight (CM, ACS(B)) with descriptive notes COW(LR), ETA, ShipRight (BWMP(S)), SERS, SCM, VECS)

          
	
            Classification Society:

          	
            Lloyds Register of Shipping

          
	
            Major Casualty Amount:

          	
            $500,000

          


    

    

    
      134

      
        


    

    

    

    

    

    

    

    Schedule 3

    Conditions precedent

    Part 1

    Conditions precedent to any Utilisation

    
      
        	1.	
                Original Obligors’ corporate documents

              


      

    

    
      
        	

              	(a)	
                A copy of the Constitutional Documents of each Original Obligor (other than the Charterer).

              


      

    

    
      
        	

              	(b)	
                A copy of a resolution of the board of directors of each Original Obligor other than the Charterer (or, if applicable, any committee of such board empowered
                    to approve and authorise the following matters):

              


      

    

    
      
        	

              	(i)	
                approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party (its Relevant Documents) and resolving that it execute, deliver and perform the Relevant Documents to which it is a party;

              


      

    

    
      
        	

              	(ii)	
                authorising a specified person or persons to execute its Relevant Documents on its behalf; and

              


      

    

    
      
        	

              	(iii)	
                authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request)
                    to be signed and/or despatched by it under or in connection with its Relevant Documents.

              


      

    

    
      
        	

              	(c)	
                If applicable, a copy of a resolution of the board of directors of the relevant company, establishing any committee referred to in paragraph (b) above and
                    conferring authority on that committee.

              


      

    

    
      
        	

              	(d)	
                A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to its Relevant Documents and related
                    documents.

              


      

    

    
      
        	

              	(e)	
                A copy of a resolution signed by all the holders of the issued shares in each Original Obligor (other than the Charterer), approving the terms of, and the
                    transactions contemplated by, its Relevant Documents.

              


      

    

    
      
        	

              	(f)	
                A copy of a resolution of the board of directors of each corporate shareholder of each Original Obligor (other than the Charterer) approving the terms of the
                    resolution referred to in paragraph (e) above.

              


      

    

    
      
        	

              	(g)	
                A certificate of the Guarantor (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not
                    cause any borrowing, guarantee, security or similar limit binding on any Original Obligor (other than the Charterer) to be exceeded.

              


      

    

    
      
        	

              	(h)	
                A copy of any power of attorney under which any person is appointed by any Original Obligor (other than the Charterer) to execute any of its Relevant
                    Documents on its behalf.

              


      

    

    
      
        	

              	(i)	
                A certificate of an authorised signatory of each relevant Original Obligor (other than the Charterer) certifying that each copy document relating to it
                    specified in this Part of this Schedule is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement and that any such resolutions or power of attorney
                    have not been revoked.

              


      

    

    
      
        	

              	(j)	
                A goodstanding certificate from the Marshall Islands competent authority in respect of the Borrower and the Guarantor (not more than 14 days before the
                    proposed first Utilisation Date).

              


      

    

    
      135

      
        


    

    

    

    

    

    
      
        	2.	
                Legal opinions

              


      

    

    The following legal opinions, each addressed to the Agent, the Security Agent and the Original
        Lenders and capable of being relied upon by any persons who become Lenders pursuant to the primary syndication of the Facility:

    
      
        	

              	(a)	
                A legal opinion of Norton Rose Fulbright Greece addressed to the Arranger, the Security Agent and the Agent on matters of English law, substantially in the
                    form approved by the Agent prior to signing this Agreement.

              


      

    

    
      
        	

              	(b)	
                A legal opinion of the legal advisers to the Arranger, the Security Agent and the Agent in England and also each jurisdiction in which an Obligor is
                    incorporated or in which an Account opened at the relevant time is established substantially in the form approved by the Agent prior to signing this Agreement.

              


      

    

    
      
        	

              	(c)	
                A legal opinion of the legal advisers to the Security Agent and the Agent in each jurisdiction (other than England and Wales) in which is or is to be the Flag
                    State of the Collateral Ship, substantially in the form approved by the Agent prior to signing this Agreement.

              


      

    

    
      
        	3.	
                Other documents and evidence

              


      

    

    
      
        	

              	(a)	
                Evidence that any process agent referred to in clause 50.2 (Service










                      of process) or any equivalent provision of any other Finance Document entered into on or before the first Utilisation Date, if not an Original Obligor, has accepted its appointment.

              


      

    

    
      
        	

              	(b)	
                A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary (if it has notified the Borrower
                    accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

              


      

    

    
      
        	

              	(c)	
                The Fee Letters duly executed and evidence that the fees, commissions, costs and expenses then due from the Borrower pursuant to clause 12 (Fees) and clause 17 (Costs and
                      expenses) have been paid or will be paid by the first Utilisation D ate.

              


      

    

    
      
        	4.	
                Collateral Documents

              


      

    

    Each Collateral Document (and any notices and acknowledgements thereunder) duly executed.

    
      
        	5.	
                Delivery and registration of Ship

              


      

    

    Evidence that the relevant Ship:

    
      
        	

              	(a)	
                is legally and beneficially owned by the Guarantor and registered in the name of the Guarantor through the Registry as a ship under the laws and flag of the
                    Flag State;

              


      

    

    
      
        	

              	(b)	
                is classed with the Classification free of all requirements and recommendations of the Classification Society;

              


      

    

    
      
        	

              	(c)	
                is insured in the manner required by the Finance Documents;

              


      

    

    
      
        	

              	(d)	
                has been delivered, and accepted for service, under its Charter; and

              


      

    

    
      
        	

              	(e)	
                is free of any other charter commitment which would require approval under the Finance Documents.

              


      

    

    
      136

      
        


    

    

    

    

    

    
      
        	6.	
                Mortgage registration

              


      

    

    Evidence that the Mortgage has been registered against the Collateral Ship through the Registry under
        the laws and flag of the Flag State.

    
      
        	7.	
                Insurance

              


      

    

    In relation to the Insurances:

    
      
        	

              	(a)	
                an opinion from insurance consultants appointed by the Agent on such Insurances;

              


      

    

    
      
        	

              	(b)	
                evidence that such Insurances have been placed in accordance with clause 25 (Insurance); and

              


      

    

    
      
        	

              	(c)	
                evidence that approved brokers, insurers and/or associations have issued or will issue letters of undertaking in favour of the Security Agent in an approved
                    form in relation to the Insurances.

              


      

    

    
      
        	8.	
                ISM and ISPS Code

              


      

    

    Copies of:

    
      
        	

              	(a)	
                the document of compliance issued in accordance with the ISM Code to the person who is the operator of the Collateral Ship for the purposes of that code;

              


      

    

    
      
        	

              	(b)	
                the safety management certificate in respect of the Collateral Ship issued in accordance with the ISM Code;

              


      

    

    
      
        	

              	(c)	
                the international ship security certificate in respect of the Collateral Ship issued under the ISPS Code; and

              


      

    

    
      
        	

              	(d)	
                if so requested by the Agent, any other certificates issued under any applicable code required to be observed by the Collateral Ship or in relation to its
                    operation under any applicable law.

              


      

    

    
      
        	9.	
                Fees and expenses

              


      

    

    Evidence that the fees, commissions, costs and expenses then due from the Borrower pursuant to clause
        12 (Fees) and clause 17 (Costs and expenses)
        or any Fee Letter have been paid or will be paid by the relevant Utilisation Date.

    
      
        	10.	
                Subordination Deed

              


      

    

    The Subordination Deed duly executed by all parties to it.

    
      
        	11.	
                Management Agreement

              


      

    

    Where a manager of the Collateral Ship has been approved in accordance with clause 23.9 (Manager), a copy, certified by an approved person to be a true and complete copy, of the agreement between the Guarantor and the manager relating
        to the appointment of the manager.

    
      
        	12.	
                Bank Account

              


      

    

    Evidence that any Account required to be established under clause 27 (Bank accounts) has been opened and established by the Borrower and the Guarantor, respectively, that any Account Security in respect of each such Account has been
        executed and delivered by the Borrower and the Guarantor, respectively, and that any notice required to be given to an

    
      137

      
        


    

    

    

    

    

    Account Bank under that Account Security has been given to it and acknowledged by it in the manner
        required by that Account Security and that an amount has been credited to it.

    
      
        	13.	
                “Know your customer” information

              


      

    

    Such documentation and information as any Finance Party may reasonably request through the Agent to
        comply with “know your customer” or similar identification procedures under all laws and regulations applicable to that Finance Party.

    
      
        	14.	
                Disclosed Persons

              


      

    

    Evidence in form and substance satisfactory to the Agent (acting on the instructions of the Majority
        Lenders) of who are the persons controlling the Borrower as at the date of this Agreement, including written evidence of their identity.

    
      
        	15.	
                Post-delivery financing

              


      

    

    Evidence in form and substance satisfactory to the Agent (acting on the instructions of the Majority
        Lenders) of the Borrower having agreed with third party financiers committed post-delivery financing for the Eco California Ship and the Eco Marina Del Ray Ship.

    
      
        	16.	
                Family Trading Facility

              


      

    

    Evidence in form and substance satisfactory to the Agent (acting on the instructions of the Majority
        Lenders), which shall include a certified true and complete copy of the Family Trading Facility agreement, that under the terms of the Family Trading Facility agreement the Borrower:

    
      
        	

              	(a)	
                can draw an amount in dollars of not less than $25,000,000 at any time;

              


      

    

    
      
        	

              	(b)	
                cannot repay the Family Trading Facility before the Reduction Date,

              


      

    

    save as otherwise provided in this Agreement.

    
      138

      
        


    

    

    

    Part 2

        Conditions precedent to any Loan

    In relation to each Loan under the Commitment (the Relevant Loan):

    
      
        	1.	
                Corporate documents

              


      

    

    
      
        	

              	(a)	
                A certificate of an authorised signatory of the Borrower certifying that each copy document relating to it specified in Part 1 of this Schedule remains
                    correct, complete and in full force and effect as at a date no earlier than a date approved for this purpose and that any resolutions or power of attorney referred to in Part 1 of this Schedule in relation to it have not been revoked or
                    amended.

              


      

    

    
      
        	

              	(b)	
                A certificate of an authorised signatory of each other Obligor which is party to any of the Original Security Documents required to be executed at or before
                    drawdown certifying that each copy document relating to it specified in Part 1 of this Schedule remains correct, complete and in full force and effect as at a date no earlier than a date approved for this purpose and that any
                    resolutions or power of attorney referred to in Part 1 of this Schedule in relation to it have not been revoked or amended.

              


      

    

    
      
        	

              	(c)	
                A goodstanding certificate from the Marshall Islands competent authority in respect of the Borrower and the Guarantor (not more than 14 days before the
                    proposed Utilisation Date relating to the Relevant Loan).

              


      

    

    
      
        	2.	
                Fees and expenses

              


      

    

    Evidence that the fees, commissions, costs and expenses then due from the Borrower pursuant to clause
        12 (Fees) and clause 17 (Costs and expenses)
        or any Fee Letter have been paid or will be paid by the relevant Utilisation Date.

    
      139

      
        


    

    

    

    

    

    Schedule 4

        Utilisation Request

    	
            From:

          	
            TOP SHIPS INC.

          
	 	 
	
            To:

          	
            Amsterdam Trade Bank N.V.

          
	 	 
	
            Dated:

          	
            [•]

          
	 	 


    

    

    Dear Sirs

    $10,500,000

        Facility Agreement dated [•] (the Facility Agreement)

    
      
        	1.	
                We refer to the Facility Agreement. This is a Utilisation Request. Terms defined in the Facility Agreement have the same meaning in this Utilisation Request
                    unless given a different meaning in this Utilisation Request.

              


      

    

    
      
        	2.	
                We wish to borrow a Loan on the following terms:

              


      

    

    	 	
            Proposed Utilisation Date:

          	
            [•] (or, if that is not a Business Day, the next Business Day)

          
	 	 	 
	 	
            Amount:

          	
            $[•]

          


    

    

    
      
        	3.	
                We confirm that each condition specified in clause 4.4 (Further










                      conditions precedent) is satisfied on the date of this Utilisation Request.

              


      

    

    
      
        	4.	
                The purpose of this Loan is [specify purpose complying with
                      clause 3 of the Facility Agreement] [and/or to repay a Loan maturing on the proposed Utilisation Date] [and its proceeds should be credited to[•] [specify account]].

              


      

    

    
      
        	5.	
                This Utilisation Request is irrevocable.

              


      

    

    Yours faithfully

    

    

    

    

    

    

    _____________________________

    authorised signatory for

    TOP SHIPS INC.

    
      140

      
        


    

    

    

    

    

    Schedule 5

        Form of Transfer Certificate

    	
            To:

          	
            Amsterdam Trade Bank N.V. as Agent

          
	 	 
	
            From:

          	
            [The Existing Lender] (the Existing Lender) and [The New Lender]
                (the New Lender)

          
	 	 
	
            Dated:

          	 
	 	 


    

    

    $10,500,000 Facility Agreement dated [•] (the Facility Agreement)

    
      
        	1.	
                We refer to the Facility Agreement. This agreement (the Agreement) shall take effect as a Transfer Certificate for
                    the purposes of the Facility Agreement. Terms defined in the Facility Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

              


      

    

    
      
        	2.	
                We refer to clause 30.6 (Procedure for assignment) of










                    the Facility Agreement:

              


      

    

    
      
        	

              	(a)	
                The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Facility Agreement and the other Finance Documents
                    which correspond to that portion of the Existing Lender’s Commitment and participation in any Loan under the Facility Agreement as specified in the Schedule.

              


      

    

    
      
        	

              	(b)	
                The Existing Lender is released from the obligations owed by it which correspond to that portion of the Existing Lender’s Commitment and participation in any
                    Loan under the Facility Agreement specified in the Schedule (but the obligations owed by the Obligors under the Finance Documents shall not be released).

              


      

    

    
      
        	

              	(c)	
                On the Transfer Date 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)	
                The proposed Transfer Date is[•].

              


      

    

    
      
        	

              	(e)	
                The Facility Office and address and attention details for notices of the New Lender for the purposes of clause 40.2 (Addresses) of the Facility Agreement are set out in the Schedule.

              


      

    

    
      
        	3.	
                The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in clause 30.5 (Limitation of responsibility of Existing Lenders) of the Facility Agreement.

              


      

    

    
      
        	4.	
                The New Lender confirms that it [is]/ [is not] a Borrower Affiliate.

              


      

    

    
      
        	5.	
                This Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery in accordance with clause 30.7 (Copy of Transfer Certificate to Borrower), to the Borrower (on behalf of each Obligor) of the assignment referred to in this Agreement.

              


      

    

    
      
        	6.	
                This 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 Agreement.

              


      

    

    
      
        	7.	
                This Agreement and any non-contractual obligations connected with it are governed by English law.

              


      

    

    
      
        	8.	
                This Agreement has been entered into on the date stated at the beginning of this Agreement.

              


      

    

    Note: The execution of this Transfer Certificate may not assign a proportionate share of the Existing
        Lender’s interest in the Security Documents in all jurisdictions. It is the responsibility

    
      141

      
        


    

    

    

     of the New Lender to ascertain whether any other documents or other formalities are required to
        perfect an assignment of such a share in the Security Documents in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

    
      142

      
        


    

    

    

    

    

    The Schedule

    Rights to be assigned and obligations to be released and undertaken

    [insert relevant details]

    [Facility Office address and attention details for notices and account details for payments.]

     [Existing Lender] [New Lender]

    	
            By:

          	
            By:

          


    This Agreement is accepted by the Agent as a Transfer Certificate for the purposes of the Facility Agreement and the
        Transfer Date is confirmed as [•].

    Signature of this Agreement by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment
        referred to herein, which notice the Agent receives on behalf of each Finance Party.

    [Agent]

    By:

    
      143

      
        


    

    

    

    

    

    Schedule 6

    Forms of Notifiable Debt Purchase Transaction Notice

    Form of Notice on Entering into Notifiable Debt Purchase Transaction

    

      	
              To:

            	
              Amsterdam Trade Bank N.V. as Agent

            
	 	 
	
              From:

            	
              [The Lender]

            
	 	 


    

    Dated:
    $10,500,000

        Facility Agreement dated [•] (the Facility Agreement)

    
      
        	1.	
                We refer to clause 44.9 (Disenfranchisement of Borrower
                      Affiliates) of the Facility Agreement. Terms defined in the Facility Agreement have the same meaning in this notice unless given a different meaning in this notice.

              


      

    

    
      
        	2.	
                We have entered into a Notifiable Debt Purchase Transaction.

              


      

    

    
      
        	3.	
                The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount of our Commitment as set out below.

              


      

    

    Amount of our Commitment to [insert amount (of that Commitment) to which the which
        Notifiable Debt Purchase relevant Debt Purchase Transaction applies] Transaction relates:

    [Lender]

    By:

    
      144

      
        


    

    

    

    

    

    Form of Notice on Termination of Notifiable Debt Purchase Transaction/Notifiable Debt Purchase
        Transaction ceasing to be with Borrower Affiliate

    To: Amsterdam Trade Bank N.V. as Agent

    From: [The Lender]

    Dated:

    $10,500,000

    Facility Agreement dated [•] (the Facility Agreement)

    
      
        	1.	
                We refer to clause 44.9 (Disenfranchisement of Borrower
                      Affiliates) of the Facility Agreement. Terms defined in the Facility Agreement have the same meaning in this notice unless given a different meaning in this notice.

              


      

    

    
      
        	2.	
                A Notifiable Debt Purchase Transaction which we entered into and which we notified you of in a notice dated [•] has [terminated]/ [ceased to be with a
                    Borrower Affiliate].*

              


      

    

    
      
        	3.	
                The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount of our Commitment as set out below.

              


      

    

    Amount of our Commitment to [insert amount (of that Commitment) to which the which
        Notifiable Debt Purchase relevant Debt Purchase Transaction applies] Transaction relates:

    [Lender]

    By:

    

    

    

    

    _______________________

     * Delete as applicable

    
      145

      
        


    

    

    

    Schedule 7

    Form of Compliance Certificate

    

      	
              To:

            	
              Amsterdam Trade Bank N.V. as Agent

            
	 	 
	
              From:

            	
              TOP SHIPS INC. as Borrower

            
	 	 


    

    

    Dated: [•]

    Dear Sirs

    $10,500,000

        Facility Agreement dated [•] (the Facility Agreement)

    
      
        	1.	
                We refer to the Facility Agreement. This is a Compliance Certificate. Terms defined in the Facility 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)	
                Leverage: the ratio of Total Net Debt to Fleet Market
                    Value in respect of the Group was [•]:1.00, calculated as shown in [Appendix A] versus a maximum required ratio of 0.75:1.00 [attach
                      relevant evidence]; and

              


      

    

    
      
        	

              	(b)	
                Minimum liquidity: the Group’s Cash and Cash
                    Equivalents were [•] calculated as shown in [Appendix B] versus a minimum required aggregate amount of (i) $750,000 per Fleet Vessel and (ii) $500,000 per Chartered Vessel [attach relevant evidence].

              


      

    

    
      
        	3.	
                 [We confirm that no Default is continuing.] [If this statement cannot be made, the certificate should identify any Default that is continuing and the steps,
                    if any, being taken to remedy it.]

              


      

    

    Signed by:

    TOP SHIPS INC.

    
      146

      
        


    

    

    

    

    

    SIGNATURES

    	
            THE BORROWER

          	 
	 	 
	TOP SHIPS INC.

          	 
	
            By: /s/ Andreas Louka

          	 
	 	 
	 	 
	 	 
	
            THE GUARANTOR

          	 
	 	 
	
            ASTARTE INTERNATIONAL INC.

          	 
	 	 
	
            By: /s/ Andreas Louka

          	 
	 	 
	
            THE ARRANGER

          	 
	 	 
	
            AMSTERDAM TRADE BANK N.V.

          	 
	 	 
	
            By:

          	 
	 	 
	 	 
	
            THE AGENT

          	 
	 	 
	
            AMSTERDAM TRADE BANK N.V.

          	 
	 	 
	
            By:

          	 
	 	 
	 	 
	 	 
	
            THE SECURITY AGENT

          	 
	 	 
	
            AMSTERDAM TRADE BANK N.V.

          	 
	 	 
	
            By:

          	 
	 	 
	 	 
	 	 
	
            THE LENDERS

          	 
	 	 
	
            AMSTERDAM TRADE BANK N.V.

          	 
	 	 
	
            By:

          	 
	 	 


    

    

    

    

    

    

  

  147