Dated
27 September 2018


 


US$24,000,000


 


TERM
LOAN FACILITY


 


EIGHTHONE
CORP.


as
Borrower


 


and


 


PYXIS
TANKERS INC.


as
Guarantor


 


and


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION


as
Facility Agent


 


and


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION

as Security Agent


 


FACILITY
AGREEMENT


relating
to the refinancing of certain existing indebtedness


secured
on m.v. “PYXIS EPSILON” and general corporate purposes


 








    	 	 	 



     

    

 


Index


 




	Clause	 	Page
	 	 	 
	Section
    1 Interpretation	 	2
	1	Definitions
    and Interpretation	 	2
	Section
    2 The Facility	 	25
	2	The
    Facility	 	25
	3	Purpose	 	25
	4	Conditions
    of Utilisation	 	26
	Section
    3 Utilisation	 	27
	5	Utilisation	 	27
	Section
    4 Repayment, Prepayment and Cancellation	 	29
	6	Repayment	 	29
	7	Prepayment
    and Cancellation	 	30
	Section
    5 Costs of Utilisation	 	32
	8	Interest	 	32
	9	Interest
    Periods	 	33
	10	Fees	 	33
	Section
    6 Additional Payment Obligations	 	35
	11	Tax
    Gross Up and Indemnities	 	35
	12	Increased
    Costs	 	39
	13	Other
    Indemnities	 	41
	14	Mitigation
    by the Finance Parties	 	44
	15	Costs
    and Expenses	 	44
	Section
    7 Guarantee	 	45
	16	Guarantee
    and Indemnity	 	45
	Section
    8 Representations, Undertakings and Events of Default	 	48
	17	Representations	 	48
	18	Information
    Undertakings	 	54
	19	Financial
    Covenants	 	58
	20	General
    Undertakings	 	58
	21	Insurance
    Undertakings	 	65
	22	Ship
    Undertakings	 	70
	23	Security
    Cover	 	76
	24	Earnings
    Account and Application of Earnings	 	79
	25	Events
    of Default	 	80
	Section
    9 Changes to Parties	 	86
	26	Changes
    to the Lenders	 	86
	27	Changes
    to the Transaction Obligors	 	91
	Section
    10 The Finance Parties	 	92
	28	The
    Facility Agent	 	92
	29	The
    Security Agent	 	103
	30	Conduct
    of Business by the Finance Parties	 	118
	31	Sharing
    among the Finance Parties	 	119
	Section
    11 Administration	 	121
	32	Payment
    Mechanics	 	121
	33	Set-Off	 	124
	34	Bail-In	 	124
	35	Notices	 	124
	36	Calculations
    and Certificates	 	127
	37	Partial
    Invalidity	 	127



 






    	 	 	 



     

    

 


	38	Remedies
    and Waivers	 	127
	39	Settlement
    or Discharge Conditional	 	127
	40	Irrevocable
    Payment	 	127
	41	Amendments
    and Waivers	 	128
	42	Confidential
    Information	 	130
	43	Counterparts	 	133
	Section
    12 Governing Law and Enforcement	 	134
	44	Governing
    Law	 	134
	45	Enforcement	 	134
	46	Patriot
    Act Notice	 	134


 


Schedules


 








	Schedule
    1 The Parties	 	135
	 	Part
    A 	The
    Obligors	 	135
	 	Part
    B 	The
    Original Lenders	 	136
	 	Part
    C 	The
    Servicing Parties	 	137
	Schedule
    2 Conditions Precedent	 	138
	 	Part
    A 	Conditions
    precedent to Utilisation Request	 	138
	 	Part
    B 	Conditions
    precedent to Utilisation	 	139
	Schedule
    3 Requests	 	140
	Schedule
    4 Form of Transfer Certificate	 	141
	Schedule
    5 Form of Assignment Agreement	 	143
	Schedule
    6 Timetables 152	 	145
	Schedule
    7 Form of Excess Cash Certificate	 	146
	Schedule
    8 Compliance Certificate	 	147







 


Execution


 




	Execution
    Pages	 	148 


 




    	 	 	 



     

    

 


THIS
AGREEMENT is made on 27 September 2018


 


Parties


 


	(1)	EIGHTHONE
                                         CORP.,
                                         a corporation incorporated in the Republic of the Marshall Islands whose registered office
                                         is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall
                                         Islands as borrower (the “Borrower”)



 


	(2)	PYXIS
                                         TANKERS INC.,
                                         a corporation incorporated in the Republic of the Marshall Islands whose registered office
                                         is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall
                                         Islands as guarantor (the “Guarantor”)



 


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



 


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



 


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



 


Background


 


The
Lenders have agreed to make available to the Borrower a senior secured term loan facility of US$24,000,000, for the purpose of
refinancing the Existing Indebtedness secured on the Ship and general corporate purposes.


 


OPERATIVE
PROVISIONS


 




    	 	 	 



     

    

 


Section
1



Interpretation


 


	1	Definitions
                                         and Interpretation



 


	1.1	Definitions



 


In
this Agreement:


 


“Account
Bank” means HSH Nordbank AG acting through its office at Gerhart-Hauptmann-Platz
50, D-20095 Hamburg, Germany or any replacement bank or other financial institution as may be requested
by the Borrower and approved by the Facility Agent acting with the authorisation of the Majority Lenders.


 


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


 


“Accounts”
means the Earnings Account and the Liquidity Account.


 


“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.


 


“Agency
Fee Letter” means any letter or letters dated on or about the date of this Agreement between any of the Facility Agent
and any Obligor setting out any of the fees referred to in Clause 10.2 (Agency fee).


 


“Approved
Brokers” means any firm or firms of insurance brokers approved in writing by the Facility Agent, acting with the authorisation
of the Majority Lenders.


 


“Approved
Classification” means + 1A1 Tanker for chemicals and oil BIS BWM(E(s)) COAT-PSPC(B) CSR E0 ESP Recyclable SPM TMON VCS(2)
with the Approved Classification Society or the equivalent classification with another Approved Classification Society.


 


“Approved
Classification Society” means DNV - GL or any other classification society approved
in writing by the Facility Agent acting with the authorisation of the Majority Lenders.


 


“Approved
Commercial Manager” means Pyxis Maritime Corp., a corporation incorporated and existing under the laws of the Republic
of the Marshall Islands whose registered office is at the Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960
Marshall Islands or any other person approved in writing by the Facility Agent, acting with the authorisation of the Majority
Lenders as the commercial manager of the Ship.


 


“Approved
Flag” means the flag of the Republic of Malta or such other flag approved in writing by the Facility Agent acting with
the authorisation of the Majority Lenders.


 


“Approved
Manager” means the Approved Commercial Manager or the Approved Technical Manager.


 


“Approved
Technical Manager” means International Tanker Management Ltd., a corporation incorporated and existing under the laws
of Bermuda whose registered office is at Victoria Place, 31 Victoria Street, Hamilton, HM10, Bermuda
or any other person approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders as
the technical manager of the Ship.


 






    	2



     

    

 


“Approved
Valuer” means Clarksons Valuations Limited, Braemar ACM Valuations Limited, Simpson Spence & Young Valuations Services
Ltd, Arrow Research Limited, Fearnleys Shipbrokers A/S (or any Affiliate of such person through which valuations are commonly
issued) and any other firm or firms of independent sale and purchase shipbrokers as may be requested
by the Borrower and approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders.


 


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


 


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


 


“Availability
Period” means the period from and including the date of this Agreement to and including 8 October 2018
or any other later date that may be agreed by the Facility Agent (acting with the authorisation of the Majority Lenders).


 


“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.



 


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


 


“Cash
Sweep Period” means the period commencing on the Utilisation Date and ending on 31 December 2018 and each three-month
period thereafter commencing on 1 January, 1 April, 1 July and 1 October in each financial year of the Borrower, with the last
such three-month period commencing on 1 January 2023 and ending on 30 March 2023.


 


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


 


“Charter
Assignment” means the assignment creating Security over any Charter which is for a term which exceeds 12 months (including
any optional extensions and any redelivery allowance) and any Charter Guarantee in agreed form.


 


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


 






    	3



     

    

 


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


 


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


 


“Commitment”
means:


 


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



 


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



 


to
be made available to the Borrower by each Lender subject to the terms of this Agreement, to the to the extent not cancelled, reduced
or transferred by it under this Agreement.


 


“Compliance
Certificate” means a certificate in the form set out in Schedule 8 (Compliance Certificate) or in any other form
agreed between the Obligors and the Facility Agent signed by an officer or director of the Borrower.


 


“Confidential
Information” means all information relating to any Transaction Obligor, any other person (other than a Finance Party)
who executes a Transaction Document, the Finance Documents or the Facility of which a Finance Party (including any Affiliate,
Delegate, Representative, Receiver or Related Fund thereof) becomes aware in its capacity as, or for the purpose of becoming,
a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under,
the Finance Documents or the Facility from either:


 


		(a)	any
                                         Transaction Obligor or any other person (other than a Finance Party) who executes a Transaction
                                         Document or any of their respective advisers; or



 


		(b)	another
                                         Finance Party, or any Affiliate, Delegate, Representative, Receiver or Related Fund thereof,
                                         if the information was obtained by that Finance Party or any Affiliate, Delegate, Representative,
                                         Receiver or Related Fund thereof, directly or indirectly from any Transaction Obligor
                                         or any other person (other than a Finance Party) who executes a Transaction Document
                                         or any of their respective 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 information that:


 


		(i)	is
                                         or becomes public information other than as a direct or indirect result of any breach
                                         by that Finance Party of Clause 42 (Confidential Information); or



 


		(ii)	is
                                         identified in writing at the time of delivery as non-confidential by any Transaction
                                         Obligor or any other person (other than a Finance Party) who executes a Transaction Document
                                         or any of their respective advisers; or



 


		(iii)	is
                                         known by that Finance Party before the date the information is disclosed to it in accordance
                                         with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after
                                         that date, from a source which is, as far as that Finance Party is aware, unconnected
                                         with a Transaction Obligor or any other person (other than a Finance Party) who executes
                                         a Transaction Document 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.



 






    	4



     

    

 


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


 


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


 


“Deferred
Fee Agreement” means any agreement dated on or about the date of this Agreement between the Lenders and the Obligors
setting out any of the fees referred to in Clause 10.3 (Deferred Fee).


 


“Deed
of Release” means a deed releasing the Existing Security and the undertakings, obligations and liabilities (including
any indemnities) of the Borrower in connection with the Existing Indebtedness in a form acceptable to the Facility Agent (acting
on the instructions of the Majority Lenders).


 


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


 


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


 


“Dispute”
has the meaning given to it in Clause 45.1 (Jurisdiction).


 


“Disruption
Event” means either or both of:


 


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



 


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



 


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



 


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



 


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


 


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


 


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


 






    	5



     

    

 


“Dry
Docking and Special Survey Reserves” shall have the meaning given in Clause 24.7 (Dry Docking and Special Survey
Reserves).


 


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


 


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



 


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



 


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



 


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



 


		(iv)	remuneration
                                         for salvage and towage services;



 


		(v)	demurrage
                                         and detention moneys;



 


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



 


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



 


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



 


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



 


“Earnings
Account” means:


 


		(a)	an
                                         account in the name of the Borrower with the Account Bank designated “Eighthone
                                         Corp. - Earnings Account”; or



 


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



 


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



 


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


 






    	6



     

    

 


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


 


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


 


“Environmental
Incident” means:


 


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



 


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



 


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



 


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


 


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


 


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


 


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


 


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


 






    	7



     

    

 


“Event
of Default” means any event or circumstance specified as such in Clause 25 (Events of Default).


 


“Excess
Cash” means, as at the date of determination the aggregate Earnings of the Ship paid
during the applicable Cash Sweep Period after deducting:


 


		(a)	the
                                         Operating Expenses;



 


		(b)	the
                                         Management Fees;



 


		(c)	the
                                         General and Administrative Expenses



 


		(d)	the
                                         Dry Docking and Special Survey Reserves; and



 


		(e)	interest
                                         (including any paid PIK Interest),



 


in
each case in relation to that Cash Sweep Period.


 


“Excess
Cash Certificate” means a certificate in the form set out in Schedule 7 (Form of Excess Cash Certificate) or
in any other form agreed between the Borrower and the Facility Agent (acting on the instructions of the Majority Lenders) to be
provided by the Borrower to the Facility Agent, together with the management accounts to be provided by the Borrower pursuant
to Clause 18.2 (Management Accounts), within 60 days from each Quarter End Date, evidencing, on the basis of such management
accounts, the amount of Excess Cash in respect of the relevant Cash Sweep Period:


 


		(a)	in
                                         the case of the first Excess Cash Certificate, relating to the Cash Sweep Period commencing
                                         from the Utilisation Date and ending on 31 December 2018;
                                         and



 


		(b)	in
                                         the case of each subsequent Excess Cash Certificate, relating to each subsequent Cash
                                         Sweep Period.



 


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


 


“Existing
Facility Agent” means the “Agent” as such term is defined in the Existing Facility Agreement.


 


“Existing
Facility Agreement” means the facility agreement dated 12 January 2015 and entered
into between, amongst other, the Borrower as borrower and the Existing Facility Agent to
finance the acquisition of the Ship.


 


“Existing
Indebtedness” means, at any date, any outstanding Financial Indebtedness on that date under or in connection with the
Existing Facility Agreement.


 


“Existing
Lender” has the meaning given to it in Clause 26.1 (Assignments and transfers by the Lenders).


 


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


 


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


 






    	8



     

    

 


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


 


“FATCA”
means:


 


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



 


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



 


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



 


“FATCA
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.


 


“Finance
Document” means:


 


		(a)	this
                                         Agreement;



 


		(b)	the
                                         Agency Fee Letter;



 


		(c)	the
                                         Deferred Fee Agreement;



 


		(d)	the
                                         Utilisation Request;



 


		(e)	any
                                         Security Document;



 


		(f)	any
                                         Subordination Agreement;



 






    	9



     

    

 


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



 


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



 


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


 


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


 


		(a)	moneys
                                         borrowed;



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


“First
Anniversary Date” means the date falling 12 months after the Utilisation Date.


 


“GAAP”
means generally accepted accounting principles in the US.


 


“General
and Administrative Expenses” means the expenses due and payable by the Borrower which represent the necessary costs
to maintain its daily operations and administer its business, in an amount not exceeding $1,134 per day until the date falling
on the First Anniversary Date, with such amount escalating by no more than 2 per cent. per annum during each 12 month period commencing
on the First Anniversary Date and every 12 months thereafter.


 






    	10



     

    

 


“General
Assignment” means the general assignment creating Security over the Earnings, the Insurances and any Requisition Compensation
in agreed form.


 


“Group”
means the Guarantor and its Subsidiaries for the time being.


 


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


 


“Indemnified
Person” means:


 


		(a)	for
                                         the purposes of Clause 13.2 (Other indemnities), each Finance Party, each Affiliate
                                         of a Finance Party and each officer or employee of a Finance Party or its Affiliate;



 


		(b)	for
                                         the purposes of Clause 13.3 (Indemnity to the Facility Agent), the Facility Agent,
                                         each Affiliate of the Facility Agent and each director, officer and employee; and



 


		(c)	for
                                         the purposes of Clause 13.4 (Indemnity to the Security Agent), the Security Agent
                                         and every Receiver and Delegate, each Affiliate of the Security Agent, Receiver and Delegate
                                         and each director, officer and employee.



 


“Insurances”
means, in relation to the Ship:


 


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



 


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



 


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


 


“Interest
Rate” means, in relation to an Interest Period, the rate of:


 


		(a)	10
                                         per cent. per annum, for the period commencing on the date of this Agreement and ending
                                         on the date falling on the second anniversary of the Utilisation Date; and



 


		(b)	11
                                         per cent. per annum at all times thereafter.



 


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


 


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


 


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


 






    	11



     

    

 


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


 


“Lender”
means:


 


		(a)	any
                                         Original Lender; and



 


		(b)	any
                                         bank, financial institution, trust, fund or other entity which has become a Party in
                                         accordance with Clause 26 (Changes to the Lenders),



 


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


 


“Liquidity
Account” means:


 


		(a)	a
                                         restricted account in the name of the Borrower with the Account Bank designated “Eighthone
                                         Corp. - Liquidity Account”; or



 


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



 


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



 


“LMA”
means the Loan Market Association.


 


“Loan”
means the loan to be made available under the Facility or the aggregate principal amount outstanding
for the time being of the borrowings under the Facility together with all interest that is capitalised into the Loan in accordance
with Clause 8.5 (PIK Interest) and remains unpaid at each relevant time and a “part of the Loan”
means any part of the Loan as the context may require.


 


“Major
Casualty” means any casualty to the Ship in relation to which the claim or the aggregate of the claims against all insurers,
before adjustment for any relevant franchise or deductible, exceeds $1,000,000 or the equivalent in any other currency.


 


“Majority
Lenders” means:


 


		(a)	if
                                         the Loan has not yet been advanced, a Lender or Lenders whose Commitments aggregate more
                                         than 662⁄3 per cent. of the Total Commitments; or



 


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



 


“Management
Agreement” means the Technical Management Agreement or the Commercial Management Agreement.


 


“Management
Fees” means the fees payable by the Borrower to each Approved Manager in respect of the technical and commercial management
of the Ship in an amount not exceeding an aggregate amount of $765 per day until the First Anniversary Date, with such amount
increasing by no more than 2 per cent. per annum during each 12 month period commencing on the First Anniversary Date and every
12 months thereafter.


 






    	12



     

    

 


“Manager’s
Undertaking” means, in relation to an Approved Manager, a letter of undertaking from that Approved Manager subordinating
the rights of that Approved Manager against the Ship and the Borrower to the rights of the Finance Parties in agreed form.


 


“Market
Value” means, in relation to the Ship or any other vessel, at any date, an amount determined pursuant to Clause 23.7
(Provision of valuations) as being an amount equal to the market value of the Ship or vessel shown by one or, as the case
may be, the average of two or three valuations at the cost of the Borrower each prepared:


 


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



 


		(b)	by
                                         an Approved Valuer appointed in accordance with Clause 23.7 (Provision of valuations);



 


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



 


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



 


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


 


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



 


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



 


		(c)	the
                                         validity or enforceability of, or the effectiveness or ranking of any Security granted
                                         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 that calendar month in which that period
                                         is to end if there is one, or if there is not, on the immediately preceding Business
                                         Day;



 


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



 


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



 


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


 


“Minimum
Liquidity Amount” has the meaning given to it in Clause 19.1 (Minimum liquidity).


 


“Mortgage”
means the first priority or preferred (as applicable) ship mortgage on the Ship and, if applicable, the deed of covenant collateral
thereto, in agreed form.


 






    	13



     

    

 


“New
Lender” has the meaning given to it in Clause 26.1 (Assignments and transfers by the Lenders).


 


“Obligor”
means the Borrower or the Guarantor.


 


“OFAC”
means the Office of Foreign Assets Control of the US Department of Treasury.


 


“Original
Financial Statements” means in relation to the Guarantor, the unaudited consolidated financial statements of the Group
for its 6-month period which ended 30 June 2018.


 


“Operating
Expenses” means, in relation to a Cash Sweep Period, the aggregate of the incurred costs and expenses of operating the
Ship including expenses for crewing, victualling, insuring, repairs, maintenance, spares, operation, voyage related costs incurred
during that Cash Sweep Period and commissions in respect of the Ship.


 


“Original
Jurisdiction” means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at
the date of this Agreement.


 


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


 


“Parallel
Debt” means any amount which an Obligor owes to the Security Agent under Clause 29.2 (Parallel Debt (Covenant to
pay the Security Agent)) or under that clause as incorporated by reference or in full in any other Finance Document.


 


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


 


“Party”
means a party to this Agreement.


 


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


 


“PATRIOT
Act” means the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Improvement and Reauthorization Act of 2005 (H.R. 3199).


 


“Permitted
Charter” means a Charter:


 


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



 


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



 


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



 


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



 






    	14



     

    

 


and
any other Charter which is approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders (such
approval not to be unreasonably withheld or delayed).


 


“Permitted
Financial Indebtedness” means:


 


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



 


		(b)	until
                                         the Utilisation Date, the Existing Indebtedness; and



 


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



 


“Permitted
Security” means:


 


		(a)	Security
                                         created by the Finance Documents;



 


		(b)	until
                                         the Utilisation Date, the Existing Security;



 


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



 


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



 


		(e)	liens
                                         for salvage;



 


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



 


		(g)	any
                                         other lien arising by operation of law or otherwise in the ordinary course of the operation,
                                         repair or maintenance of the Ship and not as a result of any default or omission by the
                                         Borrower, provided such liens do not secure amounts more than 30 days overdue (unless
                                         the overdue amount is being contested in good faith by appropriate steps) and subject,
                                         in the case of liens for repair or maintenance, to Clause 22.15 (Restrictions on chartering,
                                         appointment of managers etc.);



 


		(h)	Security
                                         arising by operation of law in respect of Taxes which are not overdue for payment or
                                         in respect of taxes being contested in good faith by appropriate steps and in respect
                                         of which appropriate reserves have been made; and



 


		(i)	any
                                         Security created in favour of a plaintiff or defendant in any proceedings or arbitration
                                         as security for costs and expenses where the Borrower is actively prosecuting or defending
                                         such proceedings or arbitration in good faith.



 


“PIK
Interest” has the meaning given in Clause 8.5 (PIK Interest).


 


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


 






    	15



     

    

 


“Potential
Event of Default” means any event or circumstance specified in Clause 25 (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.


 


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


 


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


 


“Promissory
Note” means the amended and restated promissory note dated 29 December 2017 as amended by an Amendment No. 1 dated 29
June 2018 and as may be further amended or supplemented from time to time and made between (i) the Guarantor as maker and (ii)
Maritime Investors Corp. of the Republic of the Marshall Islands as payee, in the principal
amount of $5,000,000.


 


“Protected
Party” has the meaning given to it in Clause 11.1 (Definitions).


 


“Quarter
End Date” means each of 31 March, 30 June, 30 September and 31 December in each calendar year, the first being on 31
December 2018 and the final being on 31 March 2023.


 


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


 


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


 


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


 


		(a)	its
                                         Original Jurisdiction;



 


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



 


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



 


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



 


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


 


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


 


“Repeating
Representation” means each of the representations set out in Clause 17 (Representations) except Clause 17.10
(Insolvency), Clause 17.11 (No filing or stamp taxes), Clause 17.12 (Deduction of Tax), Clause 17.16 (Pari
passu ranking), Clause 17.17 (No proceedings pending or threatened) and Clause 17.20 (No Charter) and any representation
of any Transaction Obligor made in any other Finance Document that is expressed to be a “Repeating Representation”
or is otherwise expressed to be repeated.


 




    	16



     

    




 


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


 


“Requisition”
means:


 


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



 


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



 


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


 


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


 


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


 


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


 


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


 


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



 


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



 


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


 


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


 


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


 


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


 






    	17



     

    

 


“Security
Document” means:


 


		(a)	the
                                         Shares Security;



 


		(b)	the
                                         Mortgage;



 


		(c)	the
                                         General Assignment;



 


		(d)	any
                                         Charter Assignment;



 


		(e)	the
                                         Account Security;



 


		(f)	any
                                         Manager’s Undertaking;



 


		(g)	any
                                         Subordinated Debt Security;



 


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



 


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



 


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


 


“Security
Property” means:


 


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



 


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



 


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



 


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



 


except:


 


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



 


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



 






    	18



     

    

 


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


 


“Shares
Security” means a document creating Security over the shares in the Borrower in agreed form.


 


“Ship”
means the 2015-built oil/chemical tanker type of vessel of approximately 50,124 tons deadweight,
having IMO Number 9708760 and registered in the name of the Borrower under the Approved
Flag with the name “PYXIS EPSILON”.


 


“Specified
Time” means a day or time determined in accordance with Schedule 6 (Timetables).


 


“Subordinated
Creditor” means:


 


		(a)	a
                                         Transaction Obligor; or



 


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



 


“Subordinated
Debt Security” means a Security over Subordinated Liabilities entered into or to be entered into by a Subordinated Creditor
in favour of the Security Agent in an agreed form.


 


“Subordinated
Finance Document” means:


 


		(a)	the
                                         Promissory Note;



 


		(b)	a
                                         Subordinated Loan Agreement; and



 


		(c)	any
                                         other document relating to or evidencing a Subordinated Creditor.



 


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


 


“Subordinated
Loan Agreement” means a loan agreement made or to be made between (i) the Borrower and (ii) a Subordinated Creditor.


 


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


 


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


 


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


 


“Tax
Credit” has the meaning given to it in Clause 11.1 (Definitions).


 


“Tax
Deduction” has the meaning given to it in Clause 11.1 (Definitions).


 


“Tax
Payment” has the meaning given to it in Clause 11.1 (Definitions).


 






    	19



     

    

 





“Technical
Management Agreement” means the agreement entered into between the Borrower and the Approved Technical Manager regarding
the technical management of the Ship.


 


“Termination
Date” means the date falling on the fifth anniversary of the Utilisation Date.


 


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


 


“Total
Commitments” means the aggregate of the Commitments, being $24,000,000 at the date of this Agreement.


 


“Total
Loss” means:


 


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



 


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



 


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


 


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



 


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



 


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



 


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



 


		(c)	in
                                         the case of any Requisition of that Ship, the date on which that Ship became Total Loss.



 


“Transaction
Document” means:


 


		(a)	a
                                         Finance Document;



 


		(b)	a
                                         Subordinated Finance Document;



 


		(c)	any
                                         Charter; or



 


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



 


“Transaction
Obligor” means an Obligor, any Approved Manager or any other person (except a Finance Party, International
Tanker Management Limited of Bermuda and any other third-party manager which is not affiliated to the Corporate Guarantor and
any charterer) who executes a Transaction Document.


 


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


 






    	20



     

    

 


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


 


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


 


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



 


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



 


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


 


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


 


“US”
means the United States of America.


 


“US
Tax Obligor” means:


 


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



 


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



 


“Utilisation”
means the utilisation of the Facility.


 


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


 


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


 


“VAT”
means:


 


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



 


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



 


“Write-down
and Conversion Powers” means:


 


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



 


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



 


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



 


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



 






    	21



     

    

 


	1.2	Construction



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






    	22



     

    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


	1.3	Construction
                                         of insurance terms



 


In
this Agreement:


 


“approved”
means, for the purposes of Clause 21 (Insurance Undertakings), approved in writing by the Facility Agent (acting on the
instructions of the Majority Lenders).


 


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


 


“obligatory
insurances” means all insurances effected, or which the Borrower is obliged to effect, under Clause 21 (Insurance
Undertakings) or any other provision of this Agreement or of another Finance Document.


 


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


 






    	23



     

    

 


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


 


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


 


	1.4	Agreed
                                         forms of Finance Documents



 


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


 


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



 


	(b)	in
                                         any other form agreed in writing between the Borrower and the Facility Agent acting with
                                         the authorisation of the Majority Lenders or, where Clause 41.2 (All Lender matters)
                                         applies, all the Lenders.



 


	1.5	Third
                                         party rights



 


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



 


	(b)	Subject
                                         to Clause 41.3 (Other exceptions) but otherwise notwithstanding any term of any
                                         Finance Document, the consent of any person who is not a Party is not required to rescind
                                         or vary this Agreement at any time.



 


	(c)	Any
                                         Receiver, Delegate, Affiliate or for the purpose of Clause 13.2 (Other indemnities),
                                         Clause 13.3 (Indemnity to the Facility Agent) and Clause 13.4 (Indemnity to
                                         the Security Agent), any Indemnified Person, or any other person described in paragraph
                                         (b) of Clause 28.10 (Exclusion of liability), or paragraph (b) of Clause 29.11
                                         (Exclusion of liability) may, subject to this Clause 1.5 (Third party rights)
                                         and the Third Parties Act, rely on any Clause of this Agreement which expressly confers
                                         rights on it.




 



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



 


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



 


	3	Purpose



 


	3.1	Purpose



 


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


 


	3.2	Monitoring



 


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


 


	3.3	Proceeds
                                         of Loan



 


No
part of the proceeds of the Loan will be used, directly or indirectly, for any payments to any governmental official or employee,
political party, official of a political party, candidate for political office, or anyone else acting in an official capacity,
in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt
Practices Act of 1977, as may be amended from time to time.


 






    	25



     

    

 


	4	Conditions
                                         of Utilisation



 


	4.1	Initial
                                         conditions precedent



 


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


 


	4.2	Further
                                         conditions precedent



 


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


 


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



 


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



 


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



 


	(b)	the
                                         Facility Agent has received on or before the Utilisation Date, or the Majority Lenders
                                         are satisfied they will receive when the Loan is made available, all of the documents
                                         and other evidence listed in Part B of Schedule 2 (Conditions Precedent) in form
                                         and substance satisfactory to the Facility Agent (acting on the instructions of the Majority
                                         Lenders).



 


	4.3	Notification
                                         of satisfaction of conditions precedent



 


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



 


	(b)	Each
                                         Lender shall promptly confirm to the Facility Agent in writing that it is satisfied as
                                         to the satisfaction of the conditions precedent referred to in Clause 4.1 (Initial
                                         conditions precedent) and Clause 4.2 (Further conditions precedent).



 


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



 


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



 


	4.4	Waiver
                                         of conditions precedent



 


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












    	26



     

    

 


 





Section
3



Utilisation








 


		5	Utilisation



 


		5.1	Delivery
                                         of Utilisation Request



 


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



 


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



 


		5.2	Completion
                                         of Utilisation Request



 


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



 


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



 


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



 


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



 


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



 


		5.3	Currency
                                         and amount



 


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



 


		(b)	The
                                         amount of the Loan must be an amount which does not exceed $24,000,000.



 


		5.4	Lenders’
                                         participation



 


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



 


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



 


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



 


		5.5	Cancellation
                                         of Commitments



 


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


 


		5.6	Retentions
                                         and payment of Loan



 


The
Borrower irrevocably authorises the Facility Agent:


 






    	27



     

    

 


		(a)	to
                                         deduct from the proceeds of the Loan any fees then payable to the Finance Parties in
                                         accordance with Clause 10 (Fees), any solicitors fees and disbursements together
                                         with any applicable VAT and any other items listed as deductible items in the Utilisation
                                         Request and to apply them in payment of the items to which they relate; and



 


		(b)	on
                                         the Utilisation Date, to pay to, or for the account of, the Borrower the balance (after
                                         any deduction made in accordance with paragraph (a) above) of amounts which the Facility
                                         Agent receives from the Lenders in respect of the Loan. That payment shall be made:



 


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



 


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



 


For
the avoidance of doubt, if payment of any part of the Loan is made to the Earnings Account of the Borrower, the Borrower shall
be entitled to freely withdraw any such amounts, at any time, unless an Event of Default has occurred and is continuing.


 


		5.7	Disbursement
                                         of Loan to third party



 


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


 


		5.8	Prepositioning
                                         of funds



 


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


 


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



 


		(b)	any
                                         such pre-positioning of funds shall constitute the advance of the Loan and the Borrower
                                         shall at that time become indebted, as principal and direct obligor, to each Lender in
                                         an amount equal to that Lender’s participation in the Loan; and



 


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



 




    	28



     

    

 


Section
4



Repayment, Prepayment and Cancellation





 


		6	Repayment



 


		6.1	Repayment
                                         of Loan



 


The
Borrower shall repay the Loan as follows:


 


		(a)	18
                                         consecutive 3-monthly instalments (each a "Repayment Instalment" and,
                                         in the plural means, all of them), each in an amount equal to the lesser of:



 


		(i)	the
                                         Excess Cash (if any) for the Cash Sweep Period ending immediately prior to the Repayment
                                         Date of that Repayment Instalment; and



 


		(ii)	an
                                         amount equal to the aggregate of:



 


		(A)	X;
                                         and



 


		(B)	the
                                         Principal Deficiency Amount on the Repayment Date of that Repayment Instalment;



 


		(b)	a
                                         balloon instalment in the amount of Y (the "Balloon Instalment").



 


In
this Clause 6.1 (Repayment of Loan):


 


"Age"
means 3, being the age of the Ship on the Utilisation Date;


 


"Principal
Deficiency Amount" means, at any date, the amount equal to:


 


		(i)	the
                                         product of X and W; less



 


		(ii)	the
                                         principal amount of the Loan repaid or prepaid by that date.



 


"U"
means 60, being the product of V and 4;


 


"V"
means 15 (i.e. 18 minus the Age of the Ship);


 


"W"
means, at any date, the number of the Repayment Dates that have elapsed by that date;


 


"X"
means $400,000, being the quotient of Z divided by U;


 


"Y"
means the amount of the Loan on the Termination Date; and


 


"Z"
means $24,000,000, being the amount of the Loan on the Utilisation Date (after the same has been made available to the Borrower).


 


The
first Repayment Instalment shall be repaid on 29 March 2019 and each following Repayment Instalment
on a quarterly basis thereafter, with the final Repayment Instalment being payable on 30 June 2023, and the total outstanding
amount of the Loan shall be repaid on the Termination Date.


 



    	29



     

    

 





For
the avoidance of doubt no Repayment Instalment, shall be due and payable if there is no Excess Cash accumulated during the Cash
Sweep Period ending immediately prior to the Repayment Date of that Repayment Instalment.


 


		6.2	Termination
                                         Date



 


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


 


		6.3	Determination
                                         of Excess Cash



 


If
upon receipt of the Excess Cash Certificate by the Facility Agent, the Excess Cash amount is a positive figure, the Borrower shall
pay the respective Repayment Instalment on the next Repayment Date falling due after receipt of such Excess Cash Certificate for
further application towards repayment of the Loan on that Repayment Date.


 


		6.4	Re-borrowing



 


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


 


		7	Prepayment
                                         and Cancellation



 


		7.1	Illegality



 


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


 


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



 


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



 


		(c)	the
                                         Borrower shall prepay that Lender’s participation in the Loan on the last day of
                                         the Interest Period for the Loan occurring after the Facility Agent has notified the
                                         Borrower or, if earlier, the date specified by that Lender in the notice delivered to
                                         the Facility Agent (being no earlier than the last day of any applicable grace period
                                         permitted by law) but without any penalty or any prepayment fee payable pursuant to Clause
                                         10.3 (Prepayment Fee) and that Lender’s corresponding Commitment shall be
                                         cancelled in the amount of the participation prepaid.



 


		7.2	Voluntary
                                         and automatic cancellation



 


The
Borrower may, if it gives the Facility Agent not less than 10 Business Days’ (or such shorter
period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of $500,000) of the
Facility.


 


		7.3	Voluntary
                                         prepayment of Loan



 


		(a)	Subject
                                         to paragraphs (b) and (c) below, the Borrower may, if it gives the Facility Agent not
                                         less than 10 Business Days’ (or such shorter period
                                         as the Majority Lenders may agree) prior notice, prepay the whole or any part of the
                                         Loan (but, if in part, in a minimum amount of $500,000).



 



    	30



     

    

 





		(b)	Any
                                         partial prepayment under this Clause 7.3 (Voluntary prepayment of Loan) shall
                                         be applied first against any Principal Deficiency Amount, then against any capitalised
                                         PIK Interest and then against the Balloon Instalment.



 


		(c)	Save
                                         for the repayment or prepayment of any Principal Deficiency Amount and any capitalised
                                         PIK Interest, which may be made freely at any time and without any penalty or any prepayment
                                         fee payable pursuant to Clause 10.3 (Prepayment Fee) thereon, the Loan may be
                                         prepaid voluntarily pursuant to this Clause 7.3 (Voluntary prepayment of Loan)
                                         only after the first anniversary of the Utilisation Date.



 


		7.4	Mandatory
                                         prepayment on sale or Total Loss



 


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


 


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



 


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



 


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



 


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



 


but
in the case of a Total Loss, without any penalty or any prepayment fee payable pursuant to Clause 10.3 (Prepayment Fee)
thereon.


 


		7.5	Restrictions



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 




    	31



     

    

 





Section
5



Costs of Utilisation


 








		8	Interest



 


		8.1	Calculation
                                         of interest



 


The
rate of interest on the Loan or any part of the Loan for each Interest Period is the Interest Rate for that Interest Period and
the PIK interest in the manner described in Clause 8.5 (PIK Interest).


 


		8.2	Payment
                                         of interest



 


The
Borrower shall pay accrued interest on the Loan for each Interest Period on the last day of that Interest Period (each an "Interest
Payment Date").


 


		8.3	Default
                                         interest



 


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



 


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



 


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



 


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



 


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



 


		8.4	Notification
                                         of rates of interest



 


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


 


		8.5	PIK
                                         Interest



 


		(a)	In
                                         addition to interest payable pursuant to Clause 8.1 (Calculation of interest), additional
                                         interest (the "PIK Interest") shall accrue from (and including) the
                                         Utilisation Date until the date falling 24 months thereafter on the outstanding amount
                                         of the Loan at a rate of 1.0 per cent. per annum.



 






    	32



     

    

 


		(b)	On
                                         the date falling 7 Business Days before an Interest Payment Date the Borrower shall notify
                                         the Facility Agent in writing of its intention not to pay in cash any accrued PIK Interest
                                         on that Interest Payment Date, in which case the PIK Interest shall be capitalised and
                                         added to the Balloon Instalment payable on the Termination Date or, in absence of such
                                         notice, the PIK Interest shall be due and payable by the Borrower on that Interest Payment
                                         Date.



 


		(c)	PIK
                                         Interest accruing pursuant to this Clause 8.5 (PIK Interest) shall be payable
                                         in cash at any time at the Borrower’s option from the Earnings available to the
                                         Borrower pursuant to Clause 24.3 (Application of Earnings) or other corporate
                                         financial sources.



 


		(d)	Any
                                         certification provided by the Facility Agent to the Borrower from time to time in respect
                                         of the PIK Interest which is capitalised (together with any interest thereon) throughout
                                         the Security Period shall be conclusive (save for manifest error).



 


		9	Interest
                                         Periods



 


		9.1	Duration
                                         of Interest Periods



 


		(a)	The
                                         first Interest Period shall commence on the Utilisation Date and each subsequent Interest
                                         Period shall commence on the expiry of the preceding Interest Period.



 


		(b)	Each
                                         Interest Period shall be three Months, save for the first Interest Period, which shall
                                         commence on the Utilisation Date and terminate on 31 December 2018.



 


		9.2	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).


 


		10	Fees



 


		10.1	Upfront
                                         fee



 


The
Borrower shall pay to the Facility Agent a non-refundable upfront fee (for the account of the Lenders pro-rata to their Commitments)
in the amount $360,000 (representing 1.5 per cent. of the Total Commitments) on the date of this Agreement.


 


		10.2	Agency
                                         fee



 


The
Borrower shall pay to the Facility Agent (for its own account) a non-refundable annual agency fee in accordance with the Agency
Fee Letter.


 


		10.3	Prepayment
                                         Fee



 


		(a)	If
                                         the Borrower prepays the Loan or any part thereof other than any Principal Deficiency
                                         Amount and capitalised PIK Interest, the Borrower shall pay to the Facility Agent (for
                                         the account of the Lenders pro-rata to their Commitments) a non-refundable prepayment
                                         fee on the date of such prepayment to be calculated as follows:



 


		(b)	2.5
                                         per cent. of the amount of the Loan prepaid, if the prepayment takes place during the
                                         period commencing on the First Anniversary Date (inclusive) and ending 12 months thereafter;



 






    	33



     

    

 


		(c)	1
                                         per cent. of the amount of the Loan prepaid, if the prepayment takes place during the
                                         period commencing on the second anniversary of the Utilisation Date (inclusive) and ending
                                         12 months thereafter; and



 


		(d)	0
                                         per cent. if the prepayment takes place at any time after the third anniversary of the
                                         Utilisation Date.



 


For
the avoidance of doubt, no prepayment fee shall be payable in the case of any mandatory prepayment under this Agreement except
in case of a mandatory prepayment pursuant to Clause 7.4 (Mandatory prepayment on sale or Total Loss) as a result of a
sale of the Ship and then subject always to the provisions of paragraph (b) of Clause 10.4 (Deferred Fee).


 


		10.4	Deferred
                                         Fee



 


		(a)	The
                                         Borrower shall pay to the Lenders a non-refundable deferred fee (the "Deferred
                                         Fee") in the amount and at the times agreed to in the Deferred Fee Agreement.



 


		(b)	In
                                         the event that at any time during the Security Period both the Prepayment Fee and the
                                         Deferred Fee become simultaneously payable, the Borrower shall only be obliged to pay
                                         the higher of (i) the Prepayment Fee and the (ii) the Deferred Fee provided always that
                                         the aggregate of any Prepayment Fee that may have been paid by the Borrower at any time
                                         during the Security Period shall be deducted from the amount comprising the Deferred
                                         Fee then payable by the Borrower hereunder.



 



    	34



     

    







  


Section
6



Additional Payment Obligations


 








		11	Tax
                                         Gross Up and Indemnities



 


		11.1	Definitions



 


		(a)	In
                                         this Agreement:



 


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


 


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


 


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


 


“Tax
Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 11.2 (Tax gross-up)
or a payment under Clause 11.3 (Tax indemnity).


 


		(b)	Unless
                                         a contrary indication appears, in this Clause 11 (Tax Gross Up and Indemnities)
                                         reference to “determines” or “determined” means
                                         a determination made in the absolute discretion of the person making the determination.



 


		11.2	Tax
                                         gross-up



 


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



 


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



 


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



 


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



 


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



 






    	35



     

    

 


		11.3	Tax
                                         indemnity



 


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



 


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



 


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



 


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



 


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



 


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


 


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



 


		(A)	is
                                         compensated for by an increased payment under Clause 11.2 (Tax gross-up); or



 


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



 


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



 


		(d)	A
                                         Protected Party shall, on receiving a payment from an Obligor under this Clause 11.3
                                         (Tax indemnity), notify the Facility Agent.



 


		11.4	Tax
                                         Credit



 


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


 


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



 


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



 


 


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


 



    	36



     

    

 





		11.5	Stamp
                                         taxes



 


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


 


		11.6	VAT



 


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



 


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



 


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



 


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



 


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



 


		(d)	Any
                                         reference in this Clause 11.6 (VAT) to any Party shall, at any time when that
                                         Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes,
                                         include (where appropriate and unless the context otherwise requires) a reference to
                                         the person who is treated at that time as making the supply, or (as appropriate) receiving
                                         the supply, under the grouping rules provided for in Article 11 of Council Directive
                                         2006/112/EC (or as implemented by the relevant member state of the European Union) so
                                         that a reference to a Party shall be construed as a reference to that Party or the relevant
                                         group or unity (or fiscal unity) of which that Party is a member for VAT purposes at
                                         the relevant time or the relevant representative member (or representative or head) of
                                         that group or unity at the relevant time (as the case may be).



 






    	37



     

    

 


		(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.



 


		11.7	FATCA
                                         Information



 


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



 


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



 


		(A)	a
                                         FATCA Exempt Party; or



 


		(B)	not
                                         a FATCA Exempt Party; and



 


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



 


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



 


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



 


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



 


		(i)	any
                                         law or regulation;



 


		(ii)	any
                                         fiduciary duty; or



 


		(iii)	any
                                         duty of confidentiality.



 


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



 


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



 






    	38



     

    

 


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



 


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



 


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



 


supply
to the Facility Agent:


 


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



 


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



 


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



 


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



 


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



 


		11.8	FATCA
                                         Deduction



 


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



 


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



 


		12	Increased
                                         Costs



 


		12.1	Increased
                                         costs



 


		(a)	Subject
                                         to Clause 12.3 (Exceptions), the Borrower shall, within five Business Days of
                                         a demand by the Facility Agent (acting on the instructions of a Lender or claiming on
                                         its own behalf), pay for the account of a Finance Party the amount of any Increased Costs
                                         incurred by that Finance Party or any of its Affiliates as a result of:



 






    	39



     

    

 


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



 


		(ii)	compliance
                                         with any law or regulation made,



 


in
each case after the date of this Agreement; or


 


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



 


		(b)	In
                                         this Agreement:



 


		(i)	“Basel
                                         III” means:



 


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



 


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



 


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



 


		(ii)	“CRD
                                         IV” means:



 


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



 


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



 


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



 


		(iii)	“Increased
                                         Costs” means:



 


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



 


		(B)	an
                                         additional or increased cost; or



 






    	40



     

    

 


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



 


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


 


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


 


		12.2	Increased
                                         cost claims



 


		(a)	A
                                         Finance Party intending to make a claim pursuant to Clause 12.1 (Increased costs)
                                         shall notify the Facility Agent of the event giving rise to the claim, following which
                                         the Facility Agent shall promptly notify the Borrower.



 


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



 


		12.3	Exceptions



 


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


 


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



 


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



 


		(c)	compensated
                                         for by Clause 11.3 (Tax indemnity) (or would have been compensated for under Clause
                                         11.3 (Tax indemnity) but was not so compensated solely because any of the exclusions
                                         in paragraph (b) of Clause 11.3 (Tax indemnity) applied); or



 


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



 


		13	Other
                                         Indemnities



 


		13.1	Currency
                                         indemnity



 


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



 


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



 


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



 


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


 






    	41



     

    

 


		(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.



 


		13.2	Other
                                         indemnities



 


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



 


		(i)	the
                                         occurrence of any Event of Default;



 


		(ii)	a
                                         failure by a Transaction Obligor to pay any amount due under a Finance Document on its
                                         due date, including without limitation, any cost, loss or liability arising as a result
                                         of Clause 31 (Sharing among the Finance Parties);



 


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



 


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



 


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



 


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



 


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



 


		(ii)	in
                                         connection with any Environmental Claim.



 


		(d)	Any
                                         Affiliate or any officer or employee of a Finance Party or of any of its Affiliates may
                                         rely on this Clause 13.2 (Other indemnities) subject to Clause 1.5 (Third party
                                         rights) and the provisions of the Third Parties Act.



 


		13.3	Indemnity
                                         to the Facility Agent



 


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


 


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



 





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


 





		(ii)	acting
                                         or relying on any notice, request or instruction which the Majority Lenders reasonably
                                         believe to be genuine, correct and appropriately authorised; or


 





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


 






    	42



     

    

 


		(b)	any
                                         cost, loss or liability incurred by any Indemnified Person (otherwise than by reason
                                         of that Indemnified Person’s gross negligence or wilful misconduct) or, in the
                                         case of any cost, loss or liability pursuant to Clause 32.11 (Disruption to Payment
                                         Systems etc.) notwithstanding that Indemnified Person’s negligence, gross negligence
                                         or any other category of liability whatsoever but not including any claim based on the
                                         fraud or gross negligence of the Facility Agent in acting as Facility Agent under the
                                         Finance Documents.



 


		13.4	Indemnity
                                         to the Security Agent



 


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



 


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



 


		(A)	any
                                         failure by the Borrower to comply with its obligations under Clause 15 (Costs and
                                         Expenses);



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(b)	The
                                         Security Agent and every Receiver and Delegate may, in priority to any payment to the
                                         Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and
                                         retain, all sums necessary to give effect to the indemnity in this Clause 13.4 (Indemnity
                                         to the Security Agent) and shall have a lien on the Transaction Security and the
                                         proceeds of the enforcement of the Transaction Security for all monies payable to it.



 






    	43



    	 



    

 


		14	Mitigation
                                         by the Finance Parties



 


		14.1	Mitigation



 


		(a)	Each
                                         Finance Party shall, in consultation with the Borrower, take all reasonable but commercially
                                         prudent steps to mitigate any circumstances which arise and which would result in any
                                         amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause
                                         7.1 (Illegality), Clause 11 (Tax Gross Up and Indemnities) or Clause 12
                                         (Increased Costs) including (but not limited to) transferring its rights and obligations
                                         under the Finance Documents to another Affiliate or Facility Office.



 


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



 


		14.2	Limitation
                                         of liability



 


		(a)	Each
                                         Obligor shall, on demand, indemnify each Finance Party for all costs and expenses reasonably
                                         incurred by that Finance Party as a result of steps taken by it under Clause 14.1 (Mitigation).



 


		(b)	A
                                         Finance Party is not obliged to take any steps under Clause 14.1 (Mitigation)
                                         if in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial
                                         to it.



 


		15	Costs
                                         and Expenses



 


		15.1	Transaction
                                         expenses



 


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


 


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



 


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



 






    	44



    	 



    

 


 


		15.2	Amendment
                                         costs



 


If:


 


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



 


		(b)	an
                                         amendment is required pursuant to Clause 32.9 (Change of currency); or



 


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



  


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


 


		15.3	Enforcement
                                         and preservation costs



 


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


 




    	45



    	 



    

 


 


Section
7



Guarantee





 


		16	Guarantee
                                         and Indemnity



 


		16.1	Guarantee
                                         and indemnity



 


The
Guarantor irrevocably and unconditionally:


 


		(a)	guarantees
                                         to each Finance Party punctual performance by the Borrower of all the Borrower’s
                                         obligations under the Finance Documents;



 


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



 


		(c)	agrees
                                         with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable,
                                         invalid or illegal, it will, as an independent and primary obligation, indemnify that
                                         Finance Party immediately on demand against any cost, loss or liability it incurs as
                                         a result of the Borrower not paying any amount which would, but for such unenforceability,
                                         invalidity or illegality, have been payable by it under any Finance Document on the date
                                         when it would have been due. The amount payable by the Guarantor under this indemnity
                                         will not exceed the amount it would have had to pay under this Clause 16 (Guarantee
                                         and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.



 


		16.2	Continuing
                                         guarantee



 


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


 


		16.3	Reinstatement



 


If
any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations
or otherwise) is made by a Secured Party in whole or in part on the basis of any payment, security or other disposition which
is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability
of the Guarantor under this Clause 16 (Guarantee and Indemnity) will continue or be reinstated as if the discharge, release
or arrangement had not occurred.


 


		16.4	Waiver
                                         of defences



 


The
obligations of the Guarantor under this Clause 16 (Guarantee and Indemnity) and in respect of any Transaction Security
will not be affected or discharged by an act, omission, matter or thing which, but for this Clause 16.4 (Waiver of defences),
would reduce, release or prejudice any of its obligations under this Clause 16 (Guarantee and Indemnity) or in respect
of any Transaction Security (without limitation and whether or not known to it or any Secured Party) including:


 


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



 






    	46



    	 



    

 


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



 


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



 


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



 


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



 


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



 


		(g)	any
                                         insolvency or similar proceedings.



 


		16.5	Immediate
                                         recourse



 


The
Guarantor waives any right it may have of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed
against or enforce any other rights or security or claim payment from any person (including without limitation to commence any
proceedings under any Finance Document or to enforce any Transaction Security) before claiming or commencing proceedings under
this Clause 16 (Guarantee and Indemnity). This waiver applies irrespective of any law or any provision of a Finance Document
to the contrary.


 


		16.6	Appropriations



 


Following
the occurrence of an Event of Default and whilst it is continuing, until all amounts which may be or become payable by the Transaction
Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Secured Party (or any trustee
or agent on its behalf) may:


 


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



 


		(b)	hold
                                         in an interest-bearing suspense account any moneys received from the Guarantor or on
                                         account of the Guarantor’s liability under this Clause 16 (Guarantee and Indemnity).





 


	16.7	Deferral
                                  of Guarantor’s rights



 


All
rights which the Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against
the Borrower, any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the Secured
Parties under the Finance Documents and until the end of the Security Period and unless the Facility Agent otherwise directs (acting
on the instructions of the Majority Lenders), the Guarantor will not exercise any rights which it may have (whether in respect
of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of its obligations under
the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 16 (Guarantee and Indemnity):



 






    	47



    	 



    

 


	(a)	to be
                                 indemnified by a Transaction Obligor;



 


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



 


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



 


	(d)	to bring
                                 legal or other proceedings for an order requiring any Transaction Obligor to make any payment,
                                 or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking
                                 or indemnity under Clause 16.1 (Guarantee and indemnity);



 


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



 


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



 


If
the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or
distribution to the extent necessary to enable all amounts which may be or become payable to the Secured Parties by the Transaction
Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Secured Parties and shall promptly
pay or transfer the same to the Facility Agent or as the Facility Agent may direct (acting on the instructions of the Majority
Lenders) for application in accordance with Clause 32 (Payment Mechanics).


 


	16.8	Additional
                                  security



 


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


 


	16.9	Applicability
                                  of provisions of Guarantee to other Security



 


Clauses
16.2 (Continuing guarantee), 16.3 (Reinstatement), 16.4 (Waiver of defences), 16.5 (Immediate recourse),
16.6 (Appropriations), 16.7 (Deferral of Guarantor’s rights) and 16.8 (Additional security) shall apply,
with any necessary modifications, to any Security which the Guarantor creates (whether at the time at which it signs this Agreement
or at any later time) to secure the Secured Liabilities or any part of them.


 




    	48



    	 



    

 


Section
8


 


Representations,
Undertakings and Events of Default


 


	17	Representations



 


	17.1	General



 


Each
Obligor makes the representations and warranties set out in this Clause 17 (Representations) to each Finance Party on the
date of this Agreement.


 


	17.2	Status



 


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



 


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



 


	17.3	Share
                                  capital and ownership



 


	(a)	The
                                 Borrower is authorised to issue 500 bearer and/or registered
                                 shares with no par value, all of which shares have been issued fully paid.



 


	(b)	The
                                 Guarantor is authorised to issue 500,000,000 registered shares each having a par value of $0.001,
                                 of which on the date of this Agreement 20,877,893 are issued and outstanding.



 


	(c)	The
                                 legal title to and beneficial interest in the share capital in the Borrower is held free of any
                                 Security (except for Permitted Security) or any other claim by the Guarantor.



 


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



 


		17.4	Binding
                                         obligations



 


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


 


		17.5	Validity,
                                         effectiveness and ranking of Security



 


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



 


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



 


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



 


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



 




    	49



    	 



    

 


		17.6	Non-conflict
                                         with other obligations



 


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


 


		(a)	any
                                         law or regulation applicable to it;



 


		(b)	its
                                         constitutional documents; or



 


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



 


		17.7	Power
                                         and authority



 


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



 


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



 


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



 


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



 


		17.8	Validity
                                         and admissibility in evidence



 


All
Authorisations required or desirable:


 


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



 


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



 


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


 


		17.9	Governing
                                         law and enforcement



 


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



 


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



 




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		17.10	Insolvency



 


No:


 


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



 


		(b)	creditors’
                                         process described in Clause 25.9 (Creditors’ process),



 


has
been taken or, to its knowledge, threatened in relation to any Transaction Document to which it is a party; and none of the circumstances
described in Clause 25.7 (Insolvency) applies to any Transaction Obligor.


 


		17.11	No
                                         filing or stamp taxes



 


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


 


		17.12	Deduction
                                         of Tax



 


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


 


		17.13	No
                                         default



 


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



 


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



 


		17.14	No
                                         misleading information



 


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



 


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



 


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



 


		17.15	Financial
                                         Statements and Management Accounts



 


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



 




    	51



    	 



    

 


		(b)	The
                                         Original Financial Statements give a true and fair view of the consolidated financial
                                         condition of the Guarantor as at the end of the period to which they relate and the consolidated
                                         results of operations of the Guarantor during the relevant period.



 


		(c)	There
                                         has been no material adverse change in its assets, business or financial condition since
                                         30 June 2018.



 


		(d)	The
                                         most recent management accounts of the Borrower delivered pursuant to Clause 18.2 (Management
                                         Accounts):



 


		(i)	have
                                         been prepared in accordance with Clause 18.3 (Requirements as to management accounts);
                                         and



 


		(ii)	fairly
                                         represent the results of the operation of the Ship and cash flows of the Borrower during
                                         the three-month period they refer to.



 


		(e)	The
                                         most recent published financial statements of the Guarantor give a true and fair view
                                         of (if audited) or fairly represent (if unaudited) its financial condition as at the
                                         end of the relevant financial year or, as the case may be, six-month period and the operations
                                         during the relevant financial year or six-month period.



 


		(f)	Since
                                         the date of the most recent management accounts of the Borrower delivered pursuant to
                                         Clause 18.2 (Management Accounts) or, as the case may be, the published financial
                                         statements of the Guarantor there has been no material adverse change in its business,
                                         assets or financial condition.



 


		17.16	Pari
                                         passu ranking



 


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


 


		17.17	No
                                         proceedings pending or threatened



 


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



 


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



 


		17.18	Valuations



 


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



 




    	52



    	 



    

 


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



 


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



 


		17.19	No
                                         breach of laws



 


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



 


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



 


		17.20	No
                                         Charter



 


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


 


		17.21	Compliance
                                         with Environmental Laws



 


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


 


		17.22	No
                                         Environmental Claim



 


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


 


		17.23	No
                                         Environmental Incident



 


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


 


		17.24	ISM
                                         and ISPS Code compliance



 


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


 


		17.25	Taxes
                                         paid



 


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



 


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



 




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		17.26	Financial
                                         Indebtedness



 


The
Borrower has no any Financial Indebtedness outstanding other than Permitted Financial Indebtedness.


 


		17.27	Overseas
                                         companies



 


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


 


		17.28	Good
                                         title to assets



 


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


 


		17.29	Ownership



 


		(a)	The
                                         Borrower is the sole legal and beneficial owner of the Ship, the Earnings and the Insurances.



 


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



 


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



 


		17.30	No
                                         employee or pension arrangements



 


The
Borrower does not have any employees or any liabilities under any pension scheme.


 


		17.31	Sanctions



 


		(a)	No
                                         Transaction Obligor:



 


		(i)	is
                                         a Prohibited Person;



 


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



 


		(iii)	owns
                                         or controls a Prohibited Person; or



 


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



 


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



 




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		17.32	US
                                         Tax Obligor



 


No
Obligor is a US Tax Obligor.


 


		17.33	Margin
                                         Regulations; Investment Company Act



 


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



 


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



 


		17.34	Patriot
                                         Act



 


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


 


		17.35	Miscellaneous



 


		(a)	Borrowing
                                         the Total Commitments would not cause any borrowing or similar limit binding on the Borrower
                                         to be exceeded;



 


		(b)	Neither
                                         Obligor has delivered particulars of any UK establishment to the Registrar of Companies
                                         as required under the Overseas Regulations; and



 


		(c)	Each
                                         Obligor confirms that each copy document relating to it, specified in Part A or Part
                                         B of Schedule 2 (Conditions Precedent) of this Agreement, is correct and complete
                                         as at the Utilisation Date.



 


		17.36	Repetition



 


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


 


		18	Information
                                         Undertakings



 


		18.1	General



 


The
undertakings in this Clause 18 (Information Undertakings) remain in force throughout the Security Period unless the Facility
Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders), may otherwise permit.


 




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		18.2	Management
                                         accounts



 


The
Borrower shall supply to the Facility Agent in sufficient copies for all the Lenders as soon as the same become available, but
in any event within 60 days after the end of each Cash Sweep Period, its unaudited management
accounts (balance sheet, income statement and cash flow statement) in a format approved by the Facility Agent which show the results
of the operation of the Ship during the preceding three-month period.


 


		18.3	Requirements
                                         as to financial statements and management accounts



 


		(a)	The
                                         management accounts delivered by the Borrower pursuant to Clause 18.2 (Management
                                         accounts) shall be certified by an officer of that company as fairly representing
                                         the results of the operation of the Ship and cash flows of the Borrower during the preceding
                                         three-month period.



 


		(b)	The
                                         Borrower shall procure that each set of its unaudited management accounts is prepared
                                         using GAAP and accounting practices consistent with those applied in the preparation
                                         of the Original Financial Statements for the Guarantor unless, in relation to any set
                                         of management accounts, it notifies the Facility Agent that there has been a change in
                                         GAAP or the accounting practices and the Borrower delivers to the Facility Agent a description
                                         of any change necessary for those management accounts to reflect the GAAP and accounting
                                         practices upon which the Original Financial Statements or the latest audited annual financial
                                         statements of the Guarantor were prepared.



 


		18.4	Information:
                                         miscellaneous



 


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


 


		(a)	all
                                         documents dispatched by it to its shareholders (or any class of them) or its creditors
                                         generally promptly upon a request of the Facility Agent (acting on the instructions of
                                         the Majority Lenders);



 


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



 


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



 


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



 


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



 


		(ii)	the
                                         Security Assets;



 


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



 


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



 


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


 


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



 




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		18.5	Notification
                                         of Default



 


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



 


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



 


		18.6	Use
                                         of websites



 


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



 


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



 


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



 


		(iii)	the
                                         information is in a format previously agreed between the relevant Obligor and the Facility
                                         Agent (acting on the instructions of the Majority Lenders).



 


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


 


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



 


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



 


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



 


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



 


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



 


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



 


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



 




    	57



    	 



    

 


If
an Obligor notifies the Facility Agent under sub-paragraph (i) or (v) of paragraph (c) above, all information to be provided by
the Obligors under this Agreement after the date of that notice shall be supplied in paper form unless and until the Facility
Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.


 


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



 


		18.7	“Know
                                         your customer” checks



 


		(a)	If:



 


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



 


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



 


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



 


obliges
a Finance Party (or, in the case of sub-paragraph (iii) above, any prospective new Lender) to comply with “know your customer”
or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor
shall promptly upon the request of any Finance Party supply, or procure the supply of, such documentation and other evidence as
is reasonably requested by a Servicing Party (for itself or on behalf of any other Finance Party) or any Lender (for itself or,
in the case of the event described in sub-paragraph (iii) above, on behalf of any prospective new Lender) in order for such Finance
Party or, in the case of the event described in sub-paragraph (iii) above, any prospective new Lender to carry out and be satisfied
it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations,
including Sanctions, pursuant to the transactions contemplated in the Finance Documents including without limitation obtaining,
verifying and recording certain information and documentation that will allow the Facility Agent and each of the Lenders to identify
each Transaction Obligor in accordance with the requirements of the PATRIOT Act.


 


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



 


		18.8	Anti-money
                                         laundering



 


		(a)	The
                                         Borrower shall promptly upon the request of a Servicing Party supply, or procure the
                                         supply of, such documentation and other evidence as is reasonably requested by a Servicing
                                         Party (for itself) in order for that Servicing Party to be satisfied it has complied
                                         with all necessary anti-money laundering laws.



 




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		18.9	Compliance
                                         Certificate



 


The
Borrower shall supply to the Facility Agent together with the management accounts delivered pursuant to Clause 18.2 (Management
Accounts), a Compliance Certificate setting out the computations as to compliance (or not, as the case may be) with the minimum
required security cover pursuant to Clause 23 (Security Cover).


 


		19	Financial
                                         Covenants



 


		19.1	Minimum
                                         liquidity



 


The
Borrower will maintain in the Liquidity Account, from the Utilisation Date and at all times thereafter during the Security Period,
a credit balance of not less than $750,000 (the “Minimum Liquidity Amount”).


 


		20	General
                                         Undertakings



 


		20.1	General



 


The
undertakings in this Clause 20 (General Undertakings) remain in force on and from the date of this Agreement and throughout
the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified,
all the Lenders) may otherwise permit.


 


		20.2	Authorisations



 


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


 


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



 


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



 


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


 


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



 


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



 


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



 


		20.3	Corporate
                                         Existence



 


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


 




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		20.4	Compliance
                                         with laws



 


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


 


		20.5	Environmental
                                         compliance



 


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


 


		(a)	comply
                                         with all Environmental Laws;



 


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



 


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



 


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


 


		20.6	Environmental
                                         Claims



 


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


 


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



 


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



 


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


 


		20.7	Taxation



 


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



 


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



 


		(ii)	adequate
                                         reserves are maintained for those Taxes and the costs required to contest them and both
                                         have been disclosed in the Guarantor’s latest financial statements or in the Borrower’s
                                         latest management accounts delivered to the Facility Agent under Clause 18.2 (Management
                                         Accounts) or any other financial statements in respect of a Transaction Obligor;
                                         and



 


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



 


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



 




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		20.8	Overseas
                                         companies



 


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


 


		20.9	Pari
                                         passu ranking



 


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


 


		20.10	Title



 


		(a)	The
                                         Borrower shall hold the legal title to, and own the entire beneficial interest in:



 


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



 


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



 


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



 


		20.11	Negative
                                         pledge



 


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



 


		(b)	The
                                         Borrower shall not:



 


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



 


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



 


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



 


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



 


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


 


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



 




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		20.12	Disposals



 


		(a)	The
                                         Borrower shall not enter into a single transaction or a series of transactions (whether
                                         related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise
                                         dispose of any asset (including without limitation the Ship, the Earnings or the Insurances).



 


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



 


		(i)	any
                                         Charter as all Charters are subject to Clause 22.15 (Restrictions on chartering, appointment
                                         of managers etc.); and



 


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



 


		20.13	Merger



 


No
Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, enter into any amalgamation, demerger, merger,
consolidation or corporate reconstruction except for, in respect of the Guarantor and any other Transaction Obligor, any amalgamation,
demerger, merger, consolidation or corporate reconstruction which would occur in circumstances where an Event of Default has occurred
which is continuing or which would result in the occurrence of an Event of Default.


 


		20.14	Change
                                         of business



 


		(a)	The
                                         Guarantor shall procure that no substantial change is made to the general nature of the
                                         business of the Guarantor from that carried on at the date of this Agreement of the holding
                                         of single purpose ship owning subsidiaries and arrangement of acquisition, financing
                                         and the operation of vessels on behalf of these single purpose ship owning subsidiaries.



 


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



 


		20.15	Financial
                                         Indebtedness



 


The
Borrower shall not incur or permit to be outstanding any Financial Indebtedness except Permitted Financial Indebtedness.


 


		20.16	Expenditure



 


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


 


		20.17	Share
                                         capital



 


The
Borrower shall not:


 


		(a)	purchase,
                                         cancel or redeem any of its share capital;



 


		(b)	increase
                                         or reduce its authorised share capital;



 


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



 


		(d)	appoint
                                         any further director or officer of the Borrower (unless the provisions of the Shares
                                         Security are complied with).



 




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		20.18	Dividends
                                         and other distributions and repayment of Subordinated Liabilities



 


		(a)	The
                                         Borrower shall not:



 


		(i)	following
                                         the occurrence of an Event of Default and whilst it is continuing or a Potential Event
                                         of Default and whilst it is continuing or where any of the following would result in
                                         the occurrence of an Event of Default or a Potential Event of Default; or



 


		(ii)	if
                                         any PIK Interest is capitalised and remains outstanding or any Principal Deficiency Amount
                                         is outstanding at the relevant time,



 


do
any of the following:


 


		(A)	declare,
                                         make or pay any dividend, charge, fee or other distribution (or interest on any unpaid
                                         dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect
                                         of its share capital (or any class of its share capital);



 


		(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 of its shareholders;
                                         or



 


		(D)	redeem,
                                         repurchase, defease, retire or repay any of its share capital or resolve to do so.



 


		(b)	The
                                         Guarantor shall not:



 


		(i)	do
                                         any of the following



 


		(A)	declare,
                                         make or pay any dividend, charge, fee or other distribution (or interest on any unpaid
                                         dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect
                                         of its share capital (or any class of its share capital);



 


		(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 of its shareholders;
                                         or



 


		(D)	redeem,
                                         repurchase, defease, retire or repay any of its share capital or resolve to do so.



 


following
the occurrence of an Event of Default and whilst it is continuing or a Potential Event of Default and whilst it is continuing
or where any of the above would result in the occurrence of an Event of Default or a Potential Event of Default;


 




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		(ii)	pay
                                         any part of the Subordinated Liabilities under the Promissory Note:



 


		(A)	whether
                                         in respect of principal, interest or otherwise, following the occurrence of an Event
                                         of Default and whilst it is continuing or a Potential Event of Default and whilst it
                                         is continuing or where any of the following would result in the occurrence of an Event
                                         of Default or a Potential Event of Default; or



 


		(B)	other
                                         than in respect of interest, if any PIK Interest is capitalised and remains outstanding
                                         or any Principal Deficiency Amount is outstanding at the relevant time,



 


and
may do any such payments in respect of the Subordinated Liabilities other than interest only after 31 March 2020.


 


		20.19	Other
                                         transactions



 


The
Borrower shall not:


 


		(a)	be
                                         the creditor in respect of any loan or any form of credit to any person other than another
                                         Transaction Obligor and where such loan or form of credit is Permitted Financial Indebtedness;



 


		(b)	give
                                         or allow to be outstanding any guarantee or indemnity to or for the benefit of any person
                                         in respect of any obligation of any other person or enter into any document under which
                                         the Borrower assumes any liability of any other person other than any guarantee or indemnity
                                         given under the Finance Documents or in the ordinary course of its business of owning,
                                         operating, maintaining and repairing the Ship;



 


		(c)	enter
                                         into any material agreement other than:



 


		(i)	the
                                         Transaction Documents;



 


		(ii)	any
                                         other agreement expressly allowed under any other term of this Agreement;



 


		(d)	enter
                                         into any transaction on terms which are, in any respect, less favourable to the Borrower
                                         than those which it could obtain in a bargain made at arms’ length; or



 


		(e)	acquire
                                         any shares or other securities other than US or UK Treasury bills and certificates of
                                         deposit issued by major North American or European banks.



 


		20.20	Unlawfulness,
                                         invalidity and ranking; Security imperilled



 


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


 


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



 


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



 


		(c)	cause
                                         any Transaction Document to which it is a party to cease to be in full force and effect;



 


		(d)	cause
                                         any Transaction Security to which it is a party to rank after, or lose its priority to,
                                         any other Security; and



 


		(e)	imperil
                                         or jeopardise the Transaction Security.



 




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		20.21	No
                                         Subsidiaries



 


The
Borrower shall not form or acquire any Subsidiaries.


 


		20.22	Employees
                                         and ERISA Compliance



 


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


 


		20.23	Books
                                         and records



 


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


 


		20.24	Further
                                         assurance



 


		(a)	Each
                                         Obligor shall, and shall procure that each other Transaction Obligor will, promptly,
                                         and in any event within the time period reasonably specified by the Security Agent (acting
                                         on the instructions of the Facility Agent which is acting on the instructions of the
                                         Majority Lenders) do all such acts (including procuring or arranging any registration,
                                         notarisation or authentication or the giving of any notice) or execute or procure execution
                                         of all such documents (including assignments, transfers, mortgages, charges, notices,
                                         instructions, acknowledgments, proxies and powers of attorney), as the Security Agent
                                         may reasonably specify (and in such form as the Security Agent (acting on the instructions
                                         of the Facility Agent which is acting on the instructions of the Majority Lenders) may
                                         require in favour of the Security Agent or its nominee(s)):



 


		(i)	to
                                         create, perfect, vest in favour of the Security Agent or protect the priority of the
                                         Security or any right of any kind created or intended to be created under or evidenced
                                         by the Finance Documents (which may include the execution of a mortgage, charge, assignment
                                         or other Security over all or any of the assets which are, or are intended to be, the
                                         subject of the Transaction Security) or for the exercise of any rights, powers and remedies
                                         of any of the Secured Parties provided by or pursuant to the Finance Documents or by
                                         law;



 


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



 


		(iii)	to
                                         facilitate or expedite the realisation and/or sale of, the transfer of title to or the
                                         grant of, any interest in or right relating to the assets which are, or are intended
                                         to be, the subject of the Transaction Security or to exercise any power specified in
                                         any Finance Document in respect of which the Security has become enforceable; and/or



 


		(iv)	to
                                         enable or assist the Security Agent to enter into any transaction to commence, defend
                                         or conduct any proceedings and/or to take any other action relating to any item of the
                                         Security Property.



 




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



 


		(c)	At
                                         the same time as an Obligor delivers to the Security Agent any document executed by itself
                                         or another Transaction Obligor pursuant to this Clause 20.24 (Further assurance),
                                         that Obligor shall deliver, or shall procure that such other Transaction Obligor will
                                         deliver, to the Security Agent reasonable evidence that that Obligor’s or Transaction
                                         Obligor’s execution of such document has been duly authorised by it.



 


		21	Insurance
                                         Undertakings



 


		21.1	General



 


The
undertakings in this Clause 21 (Insurance Undertakings) remain in force on and from the date of this Agreement and throughout
the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where
specified, all the Lenders) may otherwise permit (which authorisation no Lender shall unreasonably withhold in relation to Clause
13 (Settlement of claims)).


 


		21.2	Maintenance
                                         of obligatory insurances



 


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


 


		(a)	fire
                                         and usual marine risks (including hull and machinery and excess risks);



 


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



 


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



 


		(d)	any
                                         other risks against which the Facility Agent acting on the instructions of the Majority
                                         Lenders considers, having regard to practices and other circumstances prevailing at the
                                         relevant time, it would be reasonable for the Borrower to insure and which are specified
                                         by the Facility Agent (acting on the instructions of the Majority Lenders) by notice
                                         to the Borrower.



 


		21.3	Terms
                                         of obligatory insurances



 


The
Borrower shall effect such insurances:


 


		(a)	in
                                         dollars;



 


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



 


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



 


		(ii)	the
                                         Market Value of the Ship;



 




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		(c)	in
                                         the case of oil pollution liability risks, for an aggregate amount equal to the highest
                                         level of cover from time to time available under basic protection and indemnity club
                                         entry and in the international marine insurance market (such amount currently being $1,000,000,000);



 


		(d)	in
                                         the case of protection and indemnity risks, in respect of the full tonnage of the Ship;



 


		(e)	on
                                         approved terms; and



 


		(f)	through
                                         Approved Brokers and with approved insurance companies and/or underwriters or, in the
                                         case of war risks and protection and indemnity risks, in approved war risks and protection
                                         and indemnity risks associations.



 


		21.4	Further
                                         protections for the Finance Parties



 


In
addition to the terms set out in Clause 21.3 (Terms of obligatory insurances), the Borrower shall procure that the obligatory
insurances shall:


 


		(a)	subject
                                         always to paragraph (b), name the Borrower as the sole named insured unless the interest
                                         of every other named insured is limited:



 


		(i)	in
                                         respect of any obligatory insurances for hull and machinery and war risks;



 


		(A)	to
                                         any provable out-of-pocket expenses that it has incurred and which form part of any recoverable
                                         claim on underwriters; and



 


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



 


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



 


and
every other named insured has undertaken in writing to the Security Agent (in such form as it requires acting on the instructions
of the Facility Agent acting on the instructions of the Majority Lenders) that any deductible shall be apportioned between the
Borrower and every other named insured in proportion to the gross claims made or paid by each of them and that it shall do all
things necessary and provide all documents, evidence and information to enable the Security Agent to collect or recover any moneys
which at any time become payable in respect of the obligatory insurances;


 


		(b)	whenever
                                         the Facility Agent requires (acting on the instructions of the Majority Lenders), name
                                         (or be amended to name) the Security Agent as additional named insured for its rights
                                         and interests, warranted no operational interest and with full waiver of rights of subrogation
                                         against the Security Agent, but without the Security Agent being liable to pay (but having
                                         the right to pay) premiums, calls or other assessments in respect of such insurance;



 




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



 


		(d)	provide
                                         that all payments by or on behalf of the insurers under the obligatory insurances to
                                         the Security Agent shall be made without set off, counterclaim or deductions or condition
                                         whatsoever;



 


		(e)	provide
                                         that the obligatory insurances shall be primary without right of contribution from other
                                         insurances which may be carried by the Security Agent or any other Finance Party; and



 


		(f)	provide
                                         that the Security Agent may make proof of loss if the Borrower fails to do so within
                                         a reasonable time period after a relevant request of the Security Agent.



 


		21.5	Renewal
                                         of obligatory insurances



 


The
Borrower shall:


 


		(a)	at
                                         least 14 days before the expiry of any obligatory insurance:



 


		(i)	notify
                                         the Facility Agent of the Approved Brokers (or other insurers) and any protection and
                                         indemnity or war risks association through or with which the Borrower proposes to renew
                                         that obligatory insurance and of the proposed terms of renewal; and



 


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



 


		(b)	at
                                         least 10 days before the expiry of any obligatory insurance, renew that obligatory insurance
                                         in accordance with the Facility Agent’s approval pursuant to paragraph (a) above;
                                         and



 


		(c)	procure
                                         that the Approved Brokers and/or the approved war risks and protection and indemnity
                                         associations with which such a renewal is effected shall promptly after the renewal notify
                                         the Facility Agent in writing of the terms and conditions of the renewal.



 


		21.6	Copies
                                         of policies; letters of undertaking



 


The
Borrower shall ensure that the Approved Brokers provide the Security Agent with:


 


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



 


		(b)	a
                                         letter or letters or undertaking in a form required by the Facility Agent (acting on
                                         the instructions of the Majority Lenders) and including undertakings by the Approved
                                         Brokers that:



 


		(i)	they
                                         will have endorsed on each policy, immediately upon issue, a loss payable clause and
                                         a notice of assignment complying with the provisions of Clause 21.4 (Further protections
                                         for the Finance Parties);



 


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



 


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



 




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		(iv)	they
                                         will, if they have not received notice of renewal instructions from the Borrower or its
                                         agents, notify the Security Agent not less than 7 days before the expiry of the obligatory
                                         insurances;



 


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



 


		(vi)	they
                                         will not set off against any sum recoverable in respect of a claim relating to the Ship
                                         under such obligatory insurances any premiums or other amounts due to them or any other
                                         person in respect of a vessel other than the Ship, they waive any lien on the policies,
                                         or any sums received under them, which they might have in respect of such premiums or
                                         other amounts and they will not cancel such obligatory insurances by reason of non-payment
                                         of such premiums or other amounts; and



 


		(vii)	they
                                         will arrange for a separate policy to be issued in respect of the Ship forthwith upon
                                         being so requested by the Facility Agent.



 


		21.7	Copies
                                         of certificates of entry



 


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


 


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



 


		(b)	a
                                         letter or letters of undertaking in such form as may be reasonably required by the Facility
                                         Agent acting on the instructions of Majority Lenders; and



 


		(c)	a
                                         certified copy of each certificate of financial responsibility for pollution by oil or
                                         other Environmentally Sensitive Material issued by the relevant certifying authority
                                         in relation to the Ship.



 


		21.8	Deposit
                                         of original policies



 


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


 


		21.9	Payment
                                         of premiums



 


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


 


		21.10	Guarantees



 


The
Borrower shall ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued
and remain in full force and effect.


 


		21.11	Compliance
                                         with terms of insurances



 


		(a)	The
                                         Borrower shall not do nor omit to do (nor permit to be done or not to be done) any act
                                         or thing which would or might render any obligatory insurance invalid, void, voidable
                                         or unenforceable or render any sum payable under an obligatory insurance repayable in
                                         whole or in part.



 




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		(b)	Without
                                         limiting paragraph (a) above, the Borrower shall:



 


		(i)	take
                                         all necessary action and comply with all requirements which may from time to time be
                                         applicable to the obligatory insurances, and (without limiting the obligation contained
                                         in sub-paragraph (iii) of paragraph (b) of Clause 21.6 (Copies of policies; letters
                                         of undertaking)) ensure that the obligatory insurances are not made subject to any
                                         exclusions or qualifications to which the Facility Agent has not given its prior approval
                                         (acting on the instructions of the Majority Lenders);



 


		(ii)	not
                                         make any changes relating to the classification or classification society or manager
                                         or operator of the Ship approved by the underwriters of the obligatory insurances;



 


		(iii)	make
                                         (and promptly supply copies to the Facility Agent of) all quarterly or other voyage declarations
                                         which may be required by the protection and indemnity risks association in which the
                                         Ship is entered to maintain cover for trading to the United States of America and Exclusive
                                         Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable
                                         legislation); and



 


		(iv)	not
                                         employ the Ship, nor allow it to be employed, otherwise than in conformity with the terms
                                         and conditions of the obligatory insurances, without first obtaining the consent of the
                                         insurers and complying with any requirements (as to extra premium or otherwise) which
                                         the insurers specify.



 


		21.12	Alteration
                                         to terms of insurances



 


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


 


		21.13	Settlement
                                         of claims



 


The
Borrower shall:


 


		(a)	not
                                         settle, compromise or abandon any claim under any obligatory insurance for Total Loss
                                         or for a Major Casualty; and



 


		(b)	do
                                         all things necessary and provide all documents, evidence and information to enable the
                                         Security Agent to collect or recover any moneys which at any time become payable in respect
                                         of the obligatory insurances in accordance with the provisions of the Finance Documents.



 


		21.14	Provision
                                         of copies of communications



 


The
Borrower shall promptly provide the Security Agent with copies of all written communications other than (unless specifically required
by the Security Agent (acting on the instructions of the Facility Agent which is acting on the instructions of the Majority Lenders))
communications of an entirely routine nature between the Borrower and:


 


		(a)	the
                                         Approved Brokers;



 


		(b)	the
                                         approved protection and indemnity and/or war risks associations; and



 




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		(c)	the
                                         approved insurance companies and/or underwriters,



 


which
relate directly or indirectly to:


 


		(i)	the
                                         Borrower’s obligations relating to the obligatory insurances including, without
                                         limitation, all requisite declarations and payments of additional premiums or calls;
                                         and



 


		(ii)	any
                                         credit arrangements made between the Borrower and any of the persons referred to in paragraphs
                                         (a) or (b) above relating wholly or partly to the effecting or maintenance of the obligatory
                                         insurances.



 


		21.15	Provision
                                         of information



 


The
Borrower shall promptly provide the Facility Agent (or any persons which it may designate) with any information which the Facility
Agent (or any such designated person) reasonably requests (acting on the instructions of the Majority Lenders) for the purpose
of:


 


		(a)	obtaining
                                         or preparing any report from an independent marine insurance broker as to the adequacy
                                         of the obligatory insurances effected or proposed to be effected; and/or



 


		(b)	effecting,
                                         maintaining or renewing any such insurances as are referred to in Clause 21.16 (Mortgagee’s
                                         interest and additional perils insurances) or dealing with or considering any matters
                                         relating to any such insurances,



 


and
the Borrower shall, forthwith upon demand, indemnify the Facility Agent in respect of all fees and other expenses incurred by
or for the account of the Facility Agent in connection with any such report as is referred to in paragraph (a) above once in each
12-months period (starting on the Utilisation Date) and at any time when an Event of Default has occurred and whilst it is continuing.


 


		21.16	Mortgagee’s
                                         interest and additional perils insurances



 


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



 


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



 


		22	Ship
                                         Undertakings



 


		22.1	General



 


The
undertakings in this Clause 22 (Ship Undertakings) remain in force on and from the date of this Agreement and throughout
the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where
specified, all the Lenders) may otherwise permit (which authorisation no Lender shall unreasonably withhold in relation to paragraph
(a) of Clause 22.2 (Ship’s names and registration), paragraph (b) of Clause 22.3 (Repair and classification)
and Clause 22.15 (Restrictions on chartering, appointment of managers etc.)).


 




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		22.2	Ship’s
                                         names and registration



 


The
Borrower shall:


 


		(a)	keep
                                         the Ship registered in its name under the Approved Flag from time to time at its port
                                         of registration;



 


		(b)	not
                                         do or allow to be done anything as a result of which such registration might be suspended,
                                         cancelled or imperilled;



 


		(c)	not
                                         enter into any dual flagging arrangement in respect of the Ship;



 


		(d)	not
                                         change the name of the Ship,



 


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


 


		(i)	the
                                         Ship remaining subject to Security securing the Secured Liabilities created by a first
                                         priority or preferred ship mortgage on the Ship and, if appropriate, a first priority
                                         deed of covenant collateral to that mortgage (or equivalent first priority Security)
                                         on substantially the same terms as the Mortgage and on such other terms and in such other
                                         form as the Facility Agent, acting on the instructions of the Majority Lenders, shall
                                         approve or require; and



 


		(ii)	the
                                         execution of such other documentation amending and supplementing the Finance Documents
                                         as the Facility Agent, acting on the instructions of the Majority Lenders, shall approve
                                         or require.



 


		22.3	Repair
                                         and classification



 


The
Borrower shall keep the Ship in a good and safe condition and state of repair:


 


		(a)	consistent
                                         with first class ship ownership and management practice; and



 


		(b)	so
                                         as to maintain the Approved Classification free of overdue recommendations and conditions
                                         with the Approved Classification Society.



 


		22.4	Modifications



 


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


 


		22.5	Removal
                                         and installation of parts



 


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



 


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



 




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



 


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



 


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



 


		22.6	Surveys



 


The
Borrower shall submit the Ship regularly to all periodic or other surveys which may be required for classification purposes and,
if so required by the Facility Agent acting on the instructions of the Majority Lenders, provide the Facility Agent, with copies
of all survey reports.


 


		22.7	Inspection



 


The
Borrower shall permit the Security Agent (acting on the instructions of the Facility Agent which is acting on the instructions
of the Majority Lenders) (acting through surveyors or other persons appointed by it for that purpose) to board the Ship at all
reasonable times and upon reasonable notice and without interfering with that Ship’s normal course of trading to inspect
its condition or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections.
The Borrower will be liable for the costs of the inspection for the Ship owned by it once in each 12-month period (starting on
the Utilisation Date) and at any time when an Event of Default has occurred and is continuing.


 


		22.8	Prevention
                                         of and release from arrest



 


		(a)	The
                                         Borrower shall promptly discharge:



 


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



 


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



 


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



 


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



 


		22.9	Compliance
                                         with laws etc.



 


The
Borrower shall:


 


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



 


		(i)	relating
                                         to its business generally; and



 


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



 


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


 




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



 


		(c)	without
                                         limiting paragraph (a) above, not employ the Ship nor allow its employment, operation
                                         or management in any manner contrary to any law or regulation including but not limited
                                         to the ISM Code, the ISPS Code, all Environmental Laws and all Sanctions (or which would
                                         be contrary to Sanctions if Sanctions were binding on each Transaction Obligor).



 


		22.10	ISPS
                                         Code



 


Without
limiting paragraph (a) of Clause 22.9 (Compliance with laws etc.), the Borrower shall:


 


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



 


		(b)	maintain
                                         an ISSC for the Ship; and



 


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



 


		22.11	Sanctions
                                         and Ship trading



 


Without
limiting Clause 22.9 (Compliance with laws etc.), the Borrower shall procure:


 


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



 


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



 


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



 


		(d)	that
                                         each charterparty in respect of the Ship shall contain, for the benefit of the Borrower,
                                         language which gives effect to the provisions of paragraph (c) of Clause 22.9 (Compliance
                                         with laws etc.) as regards Sanctions and of this Clause 22.11 (Sanctions and Ship
                                         trading) and which permits refusal of employment or voyage orders if compliance would
                                         result in a breach of Sanctions (or which would result in a breach of Sanctions if Sanctions
                                         were binding on each Obligor).



 


		22.12	Trading
                                         in war zones



 


		(a)	In
                                         the event of hostilities in any part of the world (whether war is declared or not), the
                                         Borrower shall not cause or permit the Ship to enter or trade to any zone which is declared
                                         a war zone by any government or by the Ship’s war risks insurers unless:



 


		(b)	the
                                         prior written consent of the Security Agent acting on the instructions of the Facility
                                         Agent which is acting on the instructions of the Majority Lenders has been given (such
                                         consent not to be unreasonably withheld or delayed); and



 


		(c)	the
                                         Borrower has (at its expense) effected any special, additional or modified insurance
                                         cover which the Security Agent acting on the instructions of the Facility Agent which
                                         is acting on the instructions of the Majority Lenders may require.



 




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		22.13	Provision
                                         of information



 


Without
prejudice to Clause 18.4 (Information: miscellaneous) the Borrower shall promptly provide the Facility Agent with any information
which it reasonably requests (acting on the instructions of the Majority Lenders) regarding:


 


		(a)	the
                                         Ship, its employment, position and engagements;



 


		(b)	the
                                         Earnings and payments and amounts due to its master and crew;



 


		(c)	any
                                         expenditure incurred, or likely to be incurred, in connection with the operation, maintenance
                                         or repair of the Ship and any payments made by it in respect of the Ship;



 


		(d)	any
                                         towages and salvages; and



 


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



 


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


 


		22.14	Notification
                                         of certain events



 


The
Borrower shall immediately notify the Facility Agent by fax or subject to Clause 35.5 (Electronic communication), by electronic
mail, confirmed forthwith by letter, of:


 


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



 


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



 


		(c)	any
                                         requisition of the Ship for hire;



 


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



 


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



 


		(f)	any
                                         intended dry docking of the Ship;



 


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



 


		(h)	any
                                         claim for breach of the ISM Code or the ISPS Code being made against the Borrower, an
                                         Approved Manager or otherwise in connection with the Ship; or



 




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		(i)	any
                                         other matter, event or incident, actual or threatened, the effect of which will or could
                                         lead to the ISM Code or the ISPS Code not being complied with,



 


and
the Borrower shall keep the Facility Agent advised in writing on a regular basis and in such detail as the Facility Agent (acting
on the instructions of the Majority Lenders) shall require as to the Borrower’s, any such Approved Manager’s or any
other person’s response to any of those events or matters.


 


		22.15	Restrictions
                                         on chartering, appointment of managers etc.



 


The
Borrower shall not:


 


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



 


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



 


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



 


		(d)	appoint
                                         a manager of the Ship other than an Approved Commercial Manager or an Approved Technical
                                         Manager or agree to any alteration to the terms of an Approved Manager’s appointment;



 


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



 


		(f)	put
                                         the Ship into the possession of any person for the purpose of work being done upon it
                                         in an amount exceeding or likely to exceed $1,000,000
                                         (or the equivalent in any other currency) unless that person has first given to
                                         the Security Agent (acting on the instructions of the Facility Agent acting on the instructions
                                         of the Majority Lenders) and in terms satisfactory to it (acting on the instructions
                                         of the Facility Agent which is acting on the instructions of the Majority Lenders) a
                                         written undertaking not to exercise any lien on the Ship or the Earnings for the cost
                                         of such work or for any other reason provided that
                                         the Borrower shall be entitled to carry out any and all scheduled dry-docking and
                                         special survey of the Ship if the applicable level of the Dry Docking and Special Survey
                                         Reserves have been accumulated pursuant to Clause 24.7 (Dry Docking and Special
                                         Survey Reserves) in the Earnings Account.



 


		22.16	Notice
                                         of Mortgage



 


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


 


		22.17	Sharing
                                         of Earnings



 


The
Borrower shall not enter into any agreement or arrangement for the sharing of any Earnings other than for the purposes of this
Agreement.


 




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		22.18	Charter
                                         assignment



 


Provided
that all approvals necessary under Clause 22.15 (Restrictions on chartering, appointment of managers etc.) have been previously
obtained, the Borrower shall:


 


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



 


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



 


		22.19	Notification
                                         of compliance



 


The
Borrower shall promptly provide the Facility Agent from time to time with evidence (in such form as the Facility Agent requires)
(acting on the instructions of the Majority Lenders) that it is complying with this Clause 22 (Ship Undertakings).


 


		23	Security
                                         Cover



 


		23.1	Minimum
                                         required security cover



 


Clause
23.2 (Provision of additional security; prepayment) applies if, at any time during the Security Period, the Facility Agent
(acting on the instructions of the Majority Lenders) notifies the Borrower that:


 


		(a)	the
                                         Market Value of the Ship; plus



 


		(b)	the
                                         net realisable value of additional Security previously provided under this Clause 23
                                         (Security Cover); plus



 


		(c)	the
                                         amount standing to credit of the Liquidity Account,



 


is
below the Relevant Percentage of the Loan.


 


Compliance
with this Clause 23 (Security Cover) will be tested on a quarterly basis from the date of this Agreement throughout the
Security Period.


 


In
this Clause 23 (Security Cover), “Relevant Percentage” means:


 


		(i)	during
                                         the period commencing from the date of this Agreement and ending on the date falling
                                         on the second anniversary thereafter, is below 115 per cent. of the Loan; and



 


		(ii)	at
                                         all other times, 125 per cent. of the Loan.



 


		23.2	Provision
                                         of additional security; prepayment



 


		(a)	If
                                         the Facility Agent (acting on the instructions of the Majority Lenders) serves a notice
                                         on the Borrower under Clause 23.1 (Minimum required security cover), the Borrower
                                         shall, on or before the date falling one Month after the date (the “Prepayment
                                         Date”) on which the Facility Agent’s notice is served, prepay such part
                                         of the Loan as shall eliminate the shortfall.



 




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		(b)	The
                                         Borrower may, instead of making a prepayment as described in paragraph (a) above, provide,
                                         or ensure that a third party has provided, additional security which, in the opinion
                                         of the Facility Agent acting on the instructions of the Majority Lenders:



 


		(i)	has
                                         a net realisable value at least equal to the shortfall; and



 


		(ii)	is
                                         documented in such terms as the Facility Agent (acting on the instructions of the Majority
                                         Lenders) may approve or require,



 


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


 


		23.3	Value
                                         of additional vessel security



 


The
net realisable value of any additional security which is provided under Clause 23.2 (Provision of additional security; prepayment)
and which consists of Security over a vessel shall be the Market Value of the vessel concerned.


 


		23.4	Valuations
                                         binding



 


Any
valuation under this Clause 23 (Security Cover) shall be binding and conclusive as regards the Borrower and the Lenders.


 


		23.5	Provision
                                         of information



 


		(a)	The
                                         Borrower shall promptly provide the Facility Agent and any shipbroker acting under this
                                         Clause 23 (Security Cover) with any information which the Facility Agent (acting
                                         on the instructions of the Majority Lenders) or the shipbroker may request for the purposes
                                         of the valuation.



 


		(b)	If
                                         the Borrower fails to provide the information referred to in paragraph (a) above by the
                                         date specified in the request, the valuation may be made on any basis and assumptions
                                         which the shipbroker or the Facility Agent (acting on the instructions of the Majority
                                         Lenders) considers prudent.



 


		23.6	Prepayment
                                         mechanism



 


Any
prepayment pursuant to Clause 23.2 (Provision of additional security; prepayment) shall be made in accordance with the
relevant provisions of Clause 7 (Prepayment and Cancellation) and shall be treated as a voluntary prepayment pursuant to
Clause 7.3 (Voluntary prepayment of Loan) but without any penalty or any prepayment fee payable pursuant to Clause 10.3
(Prepayment Fee).


 


		23.7	Provision
                                         of valuations



 


		(a)	The
                                         Borrower shall provide to the Facility Agent (acting on the instructions of the Majority
                                         Lenders), together with each Excess Cash Certificate, one valuation of the Ship and any
                                         other vessel over which additional Security has been created in accordance with Clause
                                         23.2 (Provision of additional security; prepayment), from one Approved Valuer
                                         selected and appointed by the Borrower, showing:



 


		(i)	the
                                         Market Value of the Ship for the purposes of Clause 23.1 (Minimum required security
                                         cover) on a quarterly basis; and



 


		(ii)	the
                                         Market Value of any other vessel over which additional Security has been created in accordance
                                         with Clause 23.3 (Value of additional vessel security), in order to enable it
                                         to determine the Market Value of those other vessels.



 




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Provided
that, if the Facility Agent (acting on the instructions of the Majority Lenders) does not agree with the Market Value of the Ship
determined by such sole valuation, it (acting on the instructions of the Majority Lenders) may obtain a second valuation of the
Ship or any other vessel over which additional Security has been created in accordance with Clause 23.2 (Provision of additional
security; prepayment), from one Approved Valuer selected and appointed by the Facility Agent (acting on the instructions of
the Majority Lenders) and the Market Value of the Ship or such other vessel shall be the arithmetic mean of such two valuations,
(with the arithmetic mean of any range to apply, if an Approved Valuer gives a range) Provided that if the two valuations
differ by an amount greater than 10 per cent. of the lower valuation a third valuation shall be prepared by one Approved Valuer
selected and appointed by the Facility Agent (acting on the instructions of the Majority Lenders) and the Market Value of the
Ship or such other vessel shall be the arithmetic mean of the three valuations obtained (with the arithmetic mean of any range
to apply if an Approved Valuer gives a range).


 


		(b)	Whilst
                                         an Event of Default has occurred which is continuing, the Facility Agent shall be entitled
                                         to obtain (acting on the instructions of the Majority Lenders) at any time at the Borrower’s
                                         expense valuations of the Ship and any other vessel over which additional Security has
                                         been created in accordance with Clause 23.2 (Provision of additional security; prepayment),
                                         from Approved Valuers selected by the Facility Agent (acting on the instructions of the
                                         Majority Lenders), showing the Market Value of the Ship and each such vessel (which Market
                                         Value shall be notified to the Facility Agent in writing).



 


		23.8	Release
                                         of additional security



 


If
the Facility Agent determines (acting on the instructions of the Majority Lenders, at their sole discretion and in accordance
with paragraph (a) of Clause 23.7 (Provision of valuations)), that the Borrower is in compliance with their obligations
under Clause 23.1 (Minimum required security cover) after any Transaction Obligor or any other party shall have previously
provided further security pursuant to this Clause 23 (Security Cover), the Facility Agent, after receiving a prior written
request from the Borrower (such notice to include evidence satisfactory to the Facility Agent that such compliance has been maintained
for a period of not less than 90 consecutive days or any shorter period as the Facility Agent may (acting on the instructions
of the Majority Lenders) accept) will, subject to being indemnified to its satisfaction against the cost of doing so, release
as soon as practicably possible any such further security specified by the Borrower Provided that:


 


		(a)	at
                                         the relevant time no Event of Default has occurred and is continuing or may result from
                                         such release at the relevant time; and



 


		(b)	the
                                         Facility Agent being satisfied, in its sole discretion, that the Borrower would remain
                                         compliant under Clause 23.1 (Minimum required security cover) following such release.



 




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		24	Earnings
                                         Account and Application of Earnings



 


		24.1	Accounts



 


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


 


		24.2	Payment
                                         of Earnings



 


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


 


		24.3	Application
                                         of Earnings



 


The
Borrower shall ensure that:


 


		(a)	on
                                         each Repayment Date, the Account Bank is instructed to transfer to the Facility Agent
                                         for application on that Repayment Date the required part of the credit balance of the
                                         Earnings Account (other than the amount of Dry Docking and Special Survey Reserves accrued
                                         at each Quarter End Date pursuant to Clause 24.7 (Dry Docking and Special Survey Reserves)):



 


		(i)	first,
                                         in or towards payment pro rata of any unpaid fees, costs and expenses of, and any other
                                         amounts owing to, the Facility Agent, the Security Agent under the Finance Documents;



 


		(ii)	secondly,
                                         in or towards payment of any accrued interest under this Agreement (other than PIK Interest);



 


		(iii)	thirdly,
                                         unless the Borrower serves a notice within the specified period pursuant to paragraph
                                         (b) of Clause 8.5 (PIK Interest), in or towards payment of accrued PIK Interest;
                                         and



 


		(iv)	fourthly,
                                         in or towards payment of any Repayment Instalment that is due and payable on that Repayment
                                         Date under Clause 6.1 (Repayment of Loan).



 


		(b)	The
                                         Earnings standing to the credit of the Earnings Account (other than the amount of Dry
                                         Docking and Special Survey Reserves accrued at each Quarter End Date pursuant to Clause
                                         24.7 (Dry Docking and Special Survey Reserves)) shall be available to, and may
                                         be withdrawn by, the Borrower throughout the Security Period, unless there is an Event
                                         of Default which is continuing or unless an Event of Default would result from the withdrawal
                                         of any such balance (or any part thereof) from the Earnings Account:



 


		(i)	first,
                                         in or towards payment of Operating Expenses;



 


		(ii)	secondly,
                                         in or towards payment of Management Fees;



 


		(iii)	thirdly,
                                         in or towards payment of General and Administrative Expenses; and



 


		(iv)	fourthly,
                                         for any other purpose not prohibited by this Agreement and the other Finance Documents.



 




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		24.4	Shortfall
                                         in Earnings



 


If
the credit balance on the Earnings Accounts is insufficient for the required amounts to be transferred under Clause 24.3 (Application
of Earnings) or the creation of the Dry Docking and Special Survey Reserves pursuant to Clause 24.7 (Dry Docking and Special
Survey Reserves), the Borrower shall make up the amount of the insufficiency.


 


		24.5	Application
                                         of funds



 


Until
an Event of Default occurs that is continuing, the Facility Agent shall on each Repayment Date and on each Interest Payment Date
distribute to the Finance Parties in accordance with Clause 32.2 (Distributions by the Facility Agent) so much of the then
balance on the Earnings Account as equals:


 


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



 


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



 


		(c)	the
                                         amount of any fee specified in Clause 10 (Fees),



 


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


 


		24.6	Location
                                         of Earnings Account



 


The
Borrower shall promptly:


 


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



 


		(b)	execute
                                         any documents which the Facility Agent (acting on the instructions of the Majority Lenders)
                                         specifies to create or maintain in favour of the Security Agent, Security over (and/or
                                         rights of set-off, consolidation or other rights in relation to) the Earnings Account.



 


		24.7	Dry
                                         Docking and Special Survey
                                         Reserves



 


The
Borrower shall create a reserve fund in the Earnings Account to meet the anticipated dry docking and special survey fees and expenses
for the Ship by maintaining in the Earnings Account a minimum credit balance (the “Dry
Docking and Special Survey Reserves”) which may not be withdrawn (other than for the purpose
of covering the documented and incurred costs and expenses for the next special survey of the Ship), in an amount equal to, at
each Quarter End Date, the product of (i) $250 and (ii) the number of days elapsed from the
Utilisation Date until such Quarter End Date and the Borrower shall ensure that the credit balance
of the Earnings Account shall be increased to meet the required amount of the Dry Docking and Special Survey Reserves by
no later than each Quarter End Date.


 


		25	Events
                                         of Default



 


		25.1	General



 


Each
of the events or circumstances set out in this Clause 25 (Events of Default) is an Event of Default except for Clause 25.21
(Acceleration) and Clause 25.22 (Enforcement of security).


 




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		25.2	Non-payment



 


An
Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in
which it is expressed to be payable unless:


 


		(a)	its
                                         failure to pay is caused by:



 


		(i)	administrative
                                         or technical error; or



 


		(ii)	a
                                         Disruption Event; and



 


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



 


		25.3	Specific
                                         obligations



 


A
breach occurs of Clause 4.4 (Waiver of conditions precedent), Clause 19 (Financial Covenants), Clause 20.10 (Title),
Clause 20.11 (Negative pledge), Clause 20.20 (Unlawfulness, invalidity and ranking; Security imperilled), Clause
21.2 (Maintenance of obligatory insurances), Clause 21.3 (Terms of obligatory insurances), Clause 21.5 (Renewal
of obligatory insurances) Clause 22.11 (Sanctions and Ship Trading) or Clause 23 (Security Cover).


 


		25.4	Other
                                         obligations



 


		(a)	A
                                         Transaction Obligor does not comply with any provision of the Finance Documents (other
                                         than those referred to in Clause 25.2 (Non-payment) and Clause 25.3 (Specific
                                         obligations)).



 


		(b)	No
                                         Event of Default under paragraph (a) above will occur if the failure to comply is capable
                                         of remedy and is remedied within 7 Business Days of the Facility Agent giving notice
                                         to the Borrower or (if earlier) any Transaction Obligor becoming aware of the failure
                                         to comply.



 


		25.5	Misrepresentation



 


Any
representation or statement made or deemed to be made by a Transaction Obligor in the Finance Documents or any other document
delivered by or on behalf of any Transaction Obligor under or in connection with any Finance Document is or proves to have been
incorrect or misleading in any material respect (in the opinion of the Facility Agent acting on the instructions of the Majority
Lenders) when made or deemed to be made.


 


		25.6	Cross
                                         default



 


		(a)	Any
                                         Financial Indebtedness of any Obligor is not paid when due nor within any originally
                                         applicable grace period.



 


		(b)	Any
                                         Financial Indebtedness of any Obligor is declared to be or otherwise becomes due and
                                         payable prior to its specified maturity as a result of an event of default (however described).



 


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



 


		(d)	Any
                                         creditor of any Obligor becomes entitled to declare any Financial Indebtedness of any
                                         Obligor due and payable prior to its specified maturity as a result of an event of default
                                         (however described).



 




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		(e)	No
                                         Event of Default will occur under this Clause 25.6 (Cross default) if the aggregate
                                         amount of Financial Indebtedness or commitment for Financial Indebtedness falling within
                                         paragraphs (a) to (d) above is less than:



 


		(i)	in
                                         respect of the Borrower, $500,000 (or
                                         its equivalent in any other currency) in aggregate; and



 


		(ii)	in
                                         respect of the Guarantor, $2,500,000 (or
                                         its equivalent in any other currency) in aggregate.



 


		25.7	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; or



 


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



 


		(b)	The
                                         value of the assets of any Obligor is less than its liabilities (taking into account
                                         contingent liabilities).



 


		(c)	A
                                         moratorium is declared in respect of any indebtedness of:



 


		(i)	the
                                         Borrower, $500,000 (or
                                         its equivalent in any other currency) in aggregate; and



 


		(ii)	the
                                         Guarantor, $2,500,000 (or
                                         its equivalent in any other currency) in aggregate.



 


If
a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.


 


		25.8	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 with
                                         regard to the Borrower, for an amount higher than $500,000 (or its equivalent
                                         in any other currency) in aggregate or with regard to the Guarantor, for
                                         an amount higher than $2,500,000 (or its equivalent in any other currency) in
                                         aggregate, 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 the
                                         Borrower, for an amount higher than $500,000 (or its equivalent in any other currency)
                                         in aggregate or of the Guarantor, for an amount higher
                                         than $2,500,000 (or its equivalent in any other currency) in aggregate;



 


		(iii)	the
                                         appointment of a liquidator (other than in respect of a solvent liquidation of a member
                                         of the Group which is not a Obligor), receiver, administrator, administrative receiver,
                                         compulsory manager or other similar officer in respect of any Obligor or any of its assets;
                                         or



 


		(iv)	enforcement
                                         of any Security over any assets of any Obligor,



 


or
any analogous procedure or step is taken in any jurisdiction.


 


		(b)	Paragraph
                                         (a) above shall not apply to any winding-up petition which is frivolous or vexatious
                                         and is discharged, stayed or dismissed within 30 days of commencement.



 




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		25.9	Creditors’
                                         process



 


Any
expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any asset
or assets of an Obligor (other than an arrest or detention of the Ship referred to in Clause 25.15 (Arrest)).


 


		25.10	Ownership
                                         of the Obligors



 


The
Borrower is not or ceases to be a 100 per cent. directly owned Subsidiary of the Guarantor.


 


		25.11	Change
                                         of control



 


		(a)	The
                                         Guarantor ceases to own directly the entire share capital of the Borrower; or



 


		(b)	Mr
                                         Valentios Valentis (either directly and/or indirectly through companies beneficially
                                         owned by him/or trusts of foundations of which he is a beneficiary) ceases to own at
                                         least 25 per cent. of the share capital of the Guarantor; or



 


		(c)	Mr
                                         Valentios Valentis ceases to be the Chairman of the Guarantor.



 


		25.12	Unlawfulness,
                                         invalidity and ranking



 


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



 


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



 


		(c)	Any
                                         Finance Document ceases to be in full force and effect or to be continuing or is or purports
                                         to be determined or any Transaction Security is alleged by a party to it (other than
                                         a Finance Party) to be ineffective.



 


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



 


		25.13	Security
                                         imperilled



 


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


 


		25.14	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.


 




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		25.15	Arrest



 


Any
arrest of the Ship or its detention in the exercise or the purported exercise of any lien or claim unless it is redelivered to
the full control of the Borrower within 21 days of such arrest or detention.


 


		25.16	Expropriation



 


The
authority or ability of a Transaction Obligor to conduct its business is limited or wholly or substantially curtailed by any seizure,
expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other
authority or other person in relation to any Transaction Obligor or any of its assets, unless such Transaction Obligor upon receiving
notice of such event procures the release of the relevant assets and such assets are redelivered to the full control of that Transaction
Obligor within 7 days of such event, other than:


 


		(a)	an
                                         arrest or detention of the Ship referred to in Clause 25.15 (Arrest); or



 


		(b)	any
                                         Requisition.



 


		25.17	Repudiation
                                         and rescission of agreements



 


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


 


		25.18	Litigation



 


Any
litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency are
started or threatened, or any judgment or order of a court, arbitral body or agency is made, in relation to any of the Transaction
Documents or the transactions contemplated in any of the Transaction Documents or against any Obligor or its assets which has
or is reasonably likely to have a Material Adverse Effect.


 


		25.19	Material
                                         adverse change



 


Any
event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.


 


		25.20	Listing
                                         of Guarantor



 


The
shares (or any part thereof) of the Guarantor cease to be quoted on the Nasdaq Capital Market in New York or any other internationally
recognised stock exchange acceptable to the Facility Agent (acting on the instructions of all Lenders).


 


		25.21	Acceleration



 


On
and at any time after the occurrence of an Event of Default that it continuing the Facility Agent may, and shall if so directed
by the Majority Lenders, by notice to the Borrower:


 


		(a)	cancel
                                         the Total Commitments, whereupon they shall immediately be cancelled;



 




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		(b)	declare
                                         that all or part of the Loan, together with accrued interest, and all other amounts accrued
                                         or outstanding under the Finance Documents be immediately due and payable, whereupon
                                         it shall become immediately due and payable;



 


		(c)	declare
                                         that all or part of the Loan be payable on demand, whereupon it shall immediately become
                                         payable on demand by the Facility Agent acting on the instructions of the Majority Lenders;
                                         and/or



 


		(d)	exercise
                                         or direct the Security Agent to exercise any or all of its rights, remedies, powers or
                                         discretions under the Finance Documents,



 


and
the Facility Agent may serve notices under paragraphs (a), (b) and (c) above simultaneously or on different dates and the Security
Agent may take any action referred to in Clause 25.22 (Enforcement of security) if no such notice is served or simultaneously
with or at any time after the service of any of such notice.


 


		25.22	Enforcement
                                         of security



 


On
and at any time after the occurrence of an Event of Default that is continuing the Security Agent may, and shall if so directed
by the Majority Lenders, take any action which, as a result of the Event of Default or any notice served under Clause 25.21 (Acceleration),
the Security Agent is entitled to take under any Finance Document or any applicable law or regulation.


 




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Section
9



Changes to Parties


 


		26	Changes
                                         to the Lenders



 


		26.1	Assignments
                                         and transfers by the Lenders



 


Subject
to this Clause 26 (Changes to the Lenders), a Lender (the “Existing Lender”) may without the consent
of any Obligor:


 


		(a)	assign
                                         any of its rights; or



 


		(b)	transfer
                                         by novation any of its rights and obligations,



 


under
the Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged
in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New
Lender”).


 


The
Borrower shall not be liable for any costs or expenses of the Existing Lender, the New Lender or any other existing or prospective
Finance Party under or in connection with any assignment or other transfer pursuant to this Clause 26.1 (Assignments and transfers
by the Lenders).


 


		26.2	Conditions
                                         of assignment or transfer



 


		(a)	An
                                         Existing Lender shall give to the Obligors no less than 30-days’ notice prior to
                                         effecting an assignment or transfer.



 


		(b)	An
                                         assignment will only be effective on:



 


		(i)	receipt
                                         by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation
                                         from the New Lender (in form and substance satisfactory to the Facility Agent) that the
                                         New Lender will assume the same obligations to the other Secured Parties as it would
                                         have been under if it were an Original Lender; and



 


		(ii)	performance
                                         by the Facility Agent of all necessary “know your customer” or other similar
                                         checks under all applicable laws and regulations in relation to such assignment to a
                                         New Lender, the completion of which the Facility Agent shall promptly notify to the Existing
                                         Lender and the New Lender.



 


		(c)	Each
                                         Obligor on behalf of itself and each Transaction Obligor agrees that all rights and interests
                                         (present, future or contingent) which the Existing Lender has under or by virtue of the
                                         Finance Documents are assigned to the New Lender absolutely, free of any defects in the
                                         Existing Lender’s title and of any rights or equities which the Borrower or any
                                         other Transaction Obligor had against the Existing Lender.



 


		(d)	A
                                         transfer will only be effective if the procedure set out in Clause 26.5 (Procedure
                                         for transfer) is complied with.



 




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		(e)	If:



 


		(i)	a
                                         Lender assigns or transfers any of its rights or obligations under the Finance Documents
                                         or changes its Facility Office; and



 


		(ii)	as
                                         a result of circumstances existing at the date the assignment, transfer or change occurs,
                                         a Transaction Obligor would be obliged to make a payment to the New Lender or Lender
                                         acting through its new Facility Office under Clause 11 (Tax Gross Up and Indemnities)
                                         or under that clause as incorporated by reference or in full in any other Finance Document
                                         or Clause 12 (Increased Costs),



 


then
the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the
same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer
or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course
of the primary syndication of the Facility.


 


		(f)	Each
                                         New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms,
                                         for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf
                                         any amendment or waiver that has been approved by or on behalf of the requisite Lender
                                         or Lenders in accordance with this Agreement on or prior to the date on which the transfer
                                         or assignment becomes effective in accordance with this Agreement and that it is bound
                                         by that decision to the same extent as the Existing Lender would have been had it remained
                                         a Lender.



 


		26.3	Assignment
                                         or transfer fee



 


The
New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account)
a fee of $3,500.


 


		26.4	Limitation
                                         of responsibility of Existing Lenders



 


		(a)	Unless
                                         expressly agreed to the contrary, an Existing Lender makes no representation or warranty
                                         and assumes no responsibility to a New Lender for:



 


		(i)	the
                                         legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents,
                                         the Transaction Security or any other documents;



 


		(ii)	the
                                         financial condition of any Transaction Obligor;



 


		(iii)	the
                                         performance and observance by any Transaction Obligor of its obligations under the Transaction
                                         Documents or any other documents; or



 


		(iv)	the
                                         accuracy of any statements (whether written or oral) made in or in connection with any
                                         Transaction Document or any other document,



 


and
any representations or warranties implied by law are excluded.


 


		(b)	Each
                                         New Lender confirms to the Existing Lender and the other Finance Parties and the Secured
                                         Parties that it:



 


		(i)	has
                                         made (and shall continue to make) its own independent investigation and assessment of
                                         the financial condition and affairs of each Transaction Obligor and its related entities
                                         in connection with its participation in this Agreement and has not relied exclusively
                                         on any information provided to it by the Existing Lender or any other Finance Party in
                                         connection with any Transaction Document or the Transaction Security; and



 


		(ii)	will
                                         continue to make its own independent appraisal of the creditworthiness of each Transaction
                                         Obligor and its related entities throughout the Security Period.



 




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		(c)	Nothing
                                         in any Finance Document obliges an Existing Lender to:



 


		(i)	accept
                                         a re-transfer or re-assignment from a New Lender of any of the rights and obligations
                                         assigned or transferred under this Clause 26 (Changes to the Lenders); or



 


		(ii)	support
                                         any losses directly or indirectly incurred by the New Lender by reason of the non-performance
                                         by any Transaction Obligor of its obligations under the Transaction Documents or otherwise.



 


		26.5	Procedure
                                         for transfer



 


		(a)	Subject
                                         to the conditions set out in Clause 26.2 (Conditions of assignment or transfer),
                                         a transfer is effected in accordance with paragraph (c) below when the Facility Agent
                                         executes an otherwise duly completed Transfer Certificate delivered to it by the Existing
                                         Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below as
                                         soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate
                                         appearing on its face to comply with this Agreement and delivered in accordance with
                                         this Agreement, execute that Transfer Certificate.



 


		(b)	The
                                         Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it
                                         by the Existing Lender and the New Lender once it is satisfied in its sole discretion
                                         that it has complied with all necessary “know your customer” or other similar
                                         checks under all applicable laws and regulations in relation to the transfer to such
                                         New Lender.



 


		(c)	Subject
                                         to Clause 26.9 (Pro rata interest settlement), on the Transfer Date:



 


		(i)	to
                                         the extent that in the Transfer Certificate the Existing Lender seeks to transfer by
                                         novation its rights and obligations under the Finance Documents and in respect of the
                                         Transaction Security, each of the Transaction Obligors and the Existing Lender shall
                                         be released from further obligations towards one another under the Finance Documents
                                         and in respect of the Transaction Security and their respective rights against one another
                                         under the Finance Documents and in respect of the Transaction Security shall be cancelled
                                         (being the “Discharged Rights and Obligations”);



 


		(ii)	each
                                         of the Transaction Obligors and the New Lender shall assume obligations towards one another
                                         and/or acquire rights against one another which differ from the Discharged Rights and
                                         Obligations only insofar as that Transaction Obligor and the New Lender have assumed
                                         and/or acquired the same in place of that Transaction Obligor and the Existing Lender;



 


		(iii)	the
                                         Facility Agent, the Security Agent, the New Lender and other Lenders shall acquire the
                                         same rights and assume the same obligations between themselves and in respect of the
                                         Transaction Security as they would have acquired and assumed had the New Lender been
                                         an Original Lender with the rights and/or obligations acquired or assumed by it as a
                                         result of the transfer and to that extent the Facility Agent, the Security Agent and
                                         the Existing Lenders shall each be released from further obligations to each other under
                                         the Finance Documents; and



 


		(iv)	the
                                         New Lender shall become a Party as a “Lender”.



 




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		26.6	Procedure
                                         for assignment



 


		(a)	Subject
                                         to the conditions set out in Clause 26.2 (Conditions of assignment or transfer)
                                         an assignment may be effected in accordance with paragraph (c) below when the Facility
                                         Agent executes an otherwise duly completed Assignment Agreement delivered to it by the
                                         Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b)
                                         below, as soon as reasonably practicable after receipt by it of a duly completed Assignment
                                         Agreement appearing on its face to comply with the terms of this Agreement and delivered
                                         in accordance with the terms of this Agreement, execute that Assignment Agreement.



 


		(b)	The
                                         Facility Agent shall only be obliged to execute an Assignment Agreement delivered to
                                         it by the Existing Lender and the New Lender once it is satisfied in its sole discretion
                                         it has complied with all necessary “know your customer” or other similar
                                         checks under all applicable laws and regulations in relation to the assignment to such
                                         New Lender.



 


		(c)	Subject
                                         to Clause 26.9 (Pro rata interest settlement), on the Transfer Date:



 


		(i)	the
                                         Existing Lender will assign absolutely to the New Lender its rights under the Finance
                                         Documents and in respect of the Transaction Security expressed to be the subject of the
                                         assignment in the Assignment Agreement;



 


		(ii)	the
                                         Existing Lender will be released from the obligations (the “Relevant Obligations”)
                                         expressed to be the subject of the release in the Assignment Agreement (and any corresponding
                                         obligations by which it is bound in respect of the Transaction Security); and



 


		(iii)	the
                                         New Lender shall become a Party as a “Lender” and will be bound by obligations
                                         equivalent to the Relevant Obligations.



 


		(d)	Lenders
                                         may utilise procedures other than those set out in this Clause 26.6 (Procedure for
                                         assignment) to assign their rights under the Finance Documents (but not, without
                                         the consent of the relevant Transaction Obligor or unless in accordance with Clause 26.5
                                         (Procedure for transfer), to obtain a release by that Transaction Obligor from
                                         the obligations owed to that Transaction Obligor by the Lenders nor the assumption of
                                         equivalent obligations by a New Lender) provided that they comply with the conditions
                                         set out in Clause 26.2 (Conditions of assignment or transfer).



 


		26.7	Copy
                                         of Transfer Certificate or Assignment Agreement to Borrower



 


The
Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement,
send to the Borrower a copy of that Transfer Certificate or Assignment Agreement.


 


		26.8	Security
                                         over Lenders’ rights



 


In
addition to the other rights provided to Lenders under this Clause 26 (Changes to the Lenders), each Lender may without
consulting with or obtaining consent from any Transaction Obligor, at any time charge, assign or otherwise create Security in
or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations
of that Lender including, without limitation:



 




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		(a)	any
                                         charge, assignment or other Security to secure obligations to a federal reserve or central
                                         bank; and



 


		(b)	any
                                         charge, assignment or other Security granted to any holders (or trustee or representatives
                                         of holders) of obligations owed, or securities issued, by that Lender as security for
                                         those obligations or securities,



 


except
that no such charge, assignment or Security shall:


 


		(i)	release
                                         a Lender from any of its obligations under the Finance Documents or substitute the beneficiary
                                         of the relevant charge, assignment or Security for a Lender as a party to any of the
                                         Finance Documents; or



 


		(ii)	require
                                         any payments to be made by a Transaction Obligor other than or in excess of, or grant
                                         to any person any more extensive rights than, those required to be made or granted to
                                         the relevant Lender under the Finance Documents.



 


		26.9	Pro
                                         rata interest settlement



 


		(a)	If
                                         the Facility Agent has notified the Lenders that it is able to distribute interest payments
                                         on a “pro rata basis” to Existing Lenders and New Lenders then (in
                                         respect of any transfer pursuant to Clause 26.5 (Procedure for transfer) or any
                                         assignment pursuant to Clause 26.6 (Procedure for assignment) the Transfer Date
                                         of which, in each case, is after the date of such notification and is not on the last
                                         day of an Interest Period):



 


		(i)	any
                                         interest or fees in respect of the relevant participation which are expressed to accrue
                                         by reference to the lapse of time shall continue to accrue in favour of the Existing
                                         Lender up to but excluding the Transfer Date (“Accrued Amounts”) and
                                         shall become due and payable to the Existing Lender (without further interest accruing
                                         on them) on the last day of the current Interest Period (or, if the Interest Period is
                                         longer than six Months, on the next of the dates which falls at six Monthly intervals
                                         after the first day of that Interest Period); and



 


		(ii)	The
                                         rights assigned or transferred by the Existing Lender will not include the right to the
                                         Accrued Amounts, so that, for the avoidance of doubt:



 


		(A)	when
                                         the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing
                                         Lender; and



 


		(B)	the
                                         amount payable to the New Lender on that date will be the amount which would, but for
                                         the application of this Clause 26.9 (Pro rata interest settlement), have been
                                         payable to it on that date, but after deduction of the Accrued Amounts.



 


		(b)	In
                                         this Clause 26.9 (Pro rata interest settlement) references to “Interest
                                         Period” shall be construed to include a reference to any other period for accrual
                                         of fees.



 


		(c)	An
                                         Existing Lender which retains the right to the Accrued Amounts pursuant to this Clause
                                         26.9 (Pro rata interest settlement) but which does not have a Commitment shall
                                         be deemed not to be a Lender for the purposes of ascertaining whether the agreement of
                                         any specified group of Lenders has been obtained to approve any request for a consent,
                                         waiver, amendment or other vote of Lenders under the Finance Documents.



 




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		27	Changes
                                         to the Transaction Obligors



 


		27.1	Assignment
                                         or transfer by Transaction Obligors



 


No
Transaction Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.


 


		27.2	Release
                                         of security



 


		(a)	If
                                         a disposal of any asset subject to security created by a Security Document is made in
                                         the following circumstances:



 


		(i)	the
                                         disposal is permitted by the terms of any Finance Document;



 


		(ii)	the
                                         Majority Lenders agree to the disposal;



 


		(iii)	the
                                         disposal is being made at the request of the Security Agent in circumstances where any
                                         security created by the Security Documents has become enforceable; or



 


		(iv)	the
                                         disposal is being effected by enforcement of a Security Document,



 


the
Security Agent (acting on the instructions of the Facility Agent acting on the instructions of the Majority Lenders) shall release
the asset(s) being disposed of from any security over those assets created by a Security Document. However, the proceeds of any
disposal (or an amount corresponding to them) must be applied in accordance with the requirements of the Finance Documents (if
any).


 


		(b)	If
                                         the Security Agent (acting on the instructions of the Facility Agent acting on the instructions
                                         of the Majority Lenders) is satisfied that a release is allowed under this Clause 27.2
                                         (Release of security) (at the request and expense of the Borrower) each Finance
                                         Party must enter into any document and do all such other things which are reasonably
                                         required to achieve that release. Each other Finance Party irrevocably authorises the
                                         Security Agent to enter into any such document. Any release will not affect the obligations
                                         of any other Transaction Obligor under the Finance Documents.



 




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Section
10



The Finance Parties


 


		28	The
                                         Facility Agent



 


		28.1	Appointment
                                         of the Facility Agent



 


		(a)	Each
                                         of the Lenders appoints the Facility Agent to act as its agent under and in connection
                                         with the Finance Documents.



 


		(b)	Each
                                         of the Lenders authorises the Facility Agent to perform the duties, obligations and responsibilities
                                         and to exercise the rights, powers, authorities and discretions specifically given to
                                         the Facility Agent under, or in connection with, the Finance Documents together with
                                         any other incidental rights, powers, authorities and discretions.



 


		28.2	Instructions



 


		(a)	The
                                         Facility Agent shall:



 


		(i)	unless
                                         a contrary indication appears in a Finance Document, exercise or refrain from exercising
                                         any right, power, authority or discretion vested in it as Facility Agent in accordance
                                         with any instructions given to it by:



 


		(A)	all
                                         Lenders if the relevant Finance Document stipulates the matter is an all Lender decision;
                                         and



 


		(B)	in
                                         all other cases, the Majority Lenders; and



 


		(ii)	not
                                         be liable for any act (or omission) if it acts (or refrains from acting) (A) in accordance
                                         with sub-paragraph (i) above (or, if this Agreement stipulates the matter is a decision
                                         for any other Finance Party or group of Finance Parties, in accordance with instructions
                                         given to it by that Finance Party or group of Finance Parties) or (B) in its capacity
                                         as Facility Agent under the Transaction Documents.



 


		(b)	The
                                         Facility Agent shall be entitled to request instructions, or clarification of any instruction,
                                         from the Majority Lenders (or, if the relevant Finance Document stipulates the matter
                                         is a decision for any other Finance Party or group of Finance Parties, from that Finance
                                         Party or group of Finance Parties) as to whether, and in what manner, it should exercise
                                         or refrain from exercising any right, power, authority or discretion and the Facility
                                         Agent may refrain from acting unless and until it receives any such instructions or clarification
                                         that it has requested.



 


		(c)	Save
                                         in the case of decisions stipulated to be a matter for any other Finance Party or group
                                         of Finance Parties under the relevant Finance Document and unless a contrary indication
                                         appears in a Finance Document, any instructions given to the Facility Agent by the Majority
                                         Lenders shall override any conflicting instructions given by any other Parties and will
                                         be binding on all Finance Parties.



 




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		(d)	Without
                                         prejudice to paragraph (a)(ii) above, paragraph (a)(i) above shall not apply:



 


		(i)	where
                                         a contrary indication appears in a Finance Document;



 


		(ii)	where
                                         a Finance Document requires the Facility Agent to act in a specified manner or to take
                                         a specified action;



 


		(iii)	in
                                         respect of any provision which protects the Facility Agent’s own position in its
                                         personal capacity as opposed to its role of Facility Agent for the relevant Finance Parties.



 


		(e)	If
                                         giving effect to instructions given by the Majority Lenders would in the Facility Agent’s
                                         opinion have an effect equivalent to an amendment or waiver referred to in Clause 41
                                         (Amendments and Waivers), the Facility Agent shall not act in accordance with
                                         those instructions unless consent to it so acting is obtained from each Party (other
                                         than the Facility Agent) whose consent would have been required in respect of that amendment
                                         or waiver.



 


		(f)	In
                                         exercising any discretion to exercise a right, power or authority under the Finance Documents
                                         where it has not received any instructions as to the exercise of that discretion the
                                         Facility Agent shall do so having regard to the interests of all the Finance Parties.



 


		(g)	The
                                         Facility Agent may refrain from acting in accordance with any instructions of any Finance
                                         Party or group of Finance Parties until it has received any indemnification and/or security
                                         that it may in its discretion require (which may be greater in extent than that contained
                                         in the Finance Documents and which may include payment in advance) for any cost, loss
                                         or liability (together with any applicable VAT) which it may reasonably incur in complying
                                         with those instructions.



 


		(h)	Without
                                         prejudice to the remainder of this Clause 28.2 (Instructions), in the absence
                                         of instructions, the Facility Agent shall not be obliged to take any action (or refrain
                                         from taking action) even if it considers acting or not acting to be in the best interests
                                         of the Finance Parties. The Facility Agent may act (or refrain from acting) as it considers
                                         to be in the best interest of the Finance Parties.



 


		(i)	The
                                         Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining
                                         that Finance Party’s consent) in any legal or arbitration proceedings relating
                                         to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration
                                         proceeding relating to the perfection, preservation or protection of rights under the
                                         Security Documents or enforcement of the Transaction Security or Security Documents.



 


		28.3	Duties
                                         of the Facility Agent



 


		(a)	The
                                         Facility Agent’s duties under the Finance Documents are solely mechanical and administrative
                                         in nature.



 


		(b)	Subject
                                         to paragraph (c) below, the Facility Agent shall promptly forward to a Party the original
                                         or a copy of any document or notice which is delivered to the Facility Agent for that
                                         Party by any other Party.



 


		(c)	Without
                                         prejudice to Clause 26.7 (Copy of Transfer Certificate or Assignment Agreement to
                                         Borrower), paragraph (b) above shall not apply to any Transfer Certificate or any
                                         Assignment Agreement.



 


		(d)	Notwithstanding
                                         anything set out in a Transaction Document, the Facility Agent is not obliged to review
                                         or check the adequacy, accuracy or completeness of any document it forwards to another
                                         Party.



 




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		(e)	If
                                         the Facility Agent receives notice from a Party referring to any Finance Document, describing
                                         a circumstance and stating that the circumstance described is a Default, it shall promptly
                                         notify the other Finance Parties but shall not have any duty to verify whether the circumstance
                                         described has actually occurred or whether it constitutes a Default.



 


		(f)	If
                                         the Facility Agent is aware of the non-payment of any principal, interest or any fee
                                         payable to a Finance Party under this Agreement, it shall promptly notify the other Finance
                                         Parties.



 


		(g)	The
                                         Facility Agent shall provide to the Borrower within 5 Business Days of a request by the
                                         Borrower (but no more frequently than once per calendar quarter), a list (which may be
                                         in electronic form) setting out the names of the Lenders as at that Business Day, their
                                         respective Commitments, the address and fax number (and the department or officer, if
                                         any, for whose attention any communication is to be made) of each Lender for any communication
                                         to be made or document to be delivered under or in connection with the Finance Documents,
                                         the electronic mail address and/or any other information required to enable the sending
                                         and receipt of information by electronic mail or other electronic means to and by each
                                         Lender to whom any communication under or in connection with the Finance Documents may
                                         be made by that means and the account details of each Lender for any payment to be distributed
                                         by the Facility Agent to that Lender under the Finance Documents.



 


		(h)	The
                                         Facility Agent shall have only those duties, obligations and responsibilities expressly
                                         specified in the Finance Documents to which it is expressed to be a party (and no others
                                         shall be implied).



 


		28.4	No
                                         fiduciary duties



 


		(a)	Nothing
                                         in any Finance Document constitutes the Facility Agent as a trustee or fiduciary of any
                                         other person.



 


		(b)	The
                                         Facility Agent shall not be bound to account to other Finance Party for any sum or the
                                         profit element of any sum received by it for its own account.



 


		28.5	Application
                                         of receipts



 


Except
as expressly stated to the contrary in any Finance Document, any moneys which the Facility Agent receives or recovers in its capacity
as Facility Agent shall be applied by the Facility Agent in accordance with Clause 32.5 (Application of receipts; partial payments).


 


		28.6	Business
                                         with the Group



 


The
Facility Agent may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any
member of the Group.


 


		28.7	Rights
                                         and discretions



 


		(a)	The
                                         Facility Agent may:



 


		(i)	rely
                                         on any representation, communication, notice or document believed by it to be genuine,
                                         correct and appropriately authorised;



 




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		(ii)	assume
                                         that:



 


		(A)	any
                                         instructions received by it from the Majority Lenders, any Finance Parties or any group
                                         of Finance Parties are duly given in accordance with the terms of the Finance Documents;
                                         and



 


		(B)	unless
                                         it has received notice of revocation, that those instructions have not been revoked;
                                         and



 


		(iii)	rely
                                         on a certificate from any person:



 


		(A)	as
                                         to any matter of fact or circumstance which might reasonably be expected to be within
                                         the knowledge of that person; or



 


		(B)	to
                                         the effect that such person approves of any particular dealing, transaction, step, action
                                         or thing,



 


as
sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.


 


		(b)	The
                                         Facility Agent may assume (unless it has received notice to the contrary in its capacity
                                         as agent for the Finance Parties) that:



 


		(i)	no
                                         Default has occurred (unless it has actual knowledge of a Default arising under Clause
                                         25.2 (Non-payment));



 


		(ii)	any
                                         right, power, authority or discretion vested in any Party or any group of Finance Parties
                                         has not been exercised; and



 


		(iii)	any
                                         notice or request made by the Borrower (other than the Utilisation Request) is made on
                                         behalf of and with the consent and knowledge of all the Transaction Obligors.



 


		(c)	The
                                         Facility Agent may engage (at the Borrower’s expense) the advice or services of
                                         any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.



 


		(d)	Without
                                         prejudice to the generality of paragraph (c) above or paragraph (e) below, the Facility
                                         Agent may at any time engage (at the Borrower’s expense) the services of any lawyers
                                         to act as independent counsel to the Facility Agent (and so separate from any lawyers
                                         instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this
                                         to be desirable.



 


		(e)	The
                                         Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers,
                                         surveyors or other professional advisers or experts (whether obtained by the Facility
                                         Agent or by any other Party) and shall not be liable for any damages, costs or losses
                                         to any person, any diminution in value or any liability whatsoever arising as a result
                                         of its so relying.



 


		(f)	The
                                         Facility Agent may act in relation to the Finance Documents and the Security Property
                                         through its officers, employees and agents and shall not:



 


		(i)	be
                                         liable for any error of judgment made by any such person; or



 


		(ii)	be
                                         bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct,
                                         omission or default on the part of any such person,



 


unless
such error or such loss was directly caused by the Facility Agent's gross negligence or wilful misconduct.


 




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	(g)	Unless
    a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably
    believes it has received as agent under the Finance Documents.
	 	 
	(h)	Without
    prejudice to Clause 28.4 (No fiduciary duties), the Facility Agent is not obliged to do or omit to do anything if it
    would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or
    duty of confidentiality.
	 	 
	(i)	Notwithstanding
    any provision of any Finance Document to the contrary, the Facility Agent is not obliged to expend or risk its own funds or
    otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise
    of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity
    against, or security for, such risk or liability is not reasonably assured to it.
	 	 
	28.8	Responsibility
    for documentation
	 	 
	 	The
    Facility Agent is not responsible or liable for:
	 	 
	(a)	the
    adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Facility Agent, the Security
    Agent, a Transaction Obligor or any other person in, or in connection with, any Transaction Document or the transactions contemplated
    in the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation
    of, under or in connection with any Transaction Document; or
	 	 
	(b)	the
    legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or the Security Property or any
    other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any
    Transaction Document or the Security Property; or
	 	 
	(c)	any
    determination as to whether any information provided or to be provided to any Finance Party or Secured Party is non-public
    information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or
    otherwise.
	 	 
	28.9	No
    duty to monitor
	 	 
	 	The
    Facility Agent shall not be bound to enquire:
	 	 
	(a)	whether
    or not any Default has occurred;
	 	 
	(b)	as
    to the performance, default or any breach by any Transaction Obligor of its obligations under any Transaction Document; or
	 	 
	(c)	whether
    any other event specified in any Transaction Document has occurred.
	 	 
	28.10	Exclusion
    of liability
	 	 
	(a)	Without
    limiting paragraph (b) below (and without prejudice to paragraph (e) of Clause 32.11 (Disruption to Payment Systems etc.)
    or any other provision of any Finance Document excluding or limiting the liability of the Facility Agent), the Facility Agent
    will not be liable for:


 


	 	(i) 	any
    damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking
    or not taking any action under or in connection with any Transaction Document or the Security Property, unless directly caused
    by its gross negligence or wilful misconduct;



 



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	 	(ii)	exercising,
    or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Transaction Document,
    the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under
    or in connection with, any Transaction Document or the Security Property; or
	 	 	 
	 	(iii)	any
    shortfall which arises on the enforcement or realisation of the Security Property; or
	 	 	 
	 	(iv)	without
    prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in
    value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever)
    arising as a result of:


 


	 	(A)	any
    act, event or circumstance not reasonably within its control; or
	 	 	 
	 	(B)	the
    general risks of investment in, or the holding of assets in, any jurisdiction,


 


	 	including
    (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of
    nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation;
    market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event);
    breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural
    disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.


 


	(b)	No
    Party other than the Facility Agent may take any proceedings against any officer, employee or agent of the Facility Agent
    in respect of any claim it might have against the Facility Agent or in respect of any act or omission of any kind by that
    officer, employee or agent in relation to any Transaction Document or any Security Property and any officer, employee or agent
    of the Facility Agent may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the
    Third Parties Act.
	 	 
	(c)	The
    Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required
    under the Finance Documents to be paid by the Facility Agent if the Facility Agent has taken all necessary steps as soon as
    reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system
    used by the Facility Agent for that purpose.
	 	 
	(d)	Nothing
    in this Agreement shall oblige the Facility Agent to carry out:


 


	 	(i)	any
    “know your customer” or other checks in relation to any person; or
	 	 	 
	 	(ii)	any
    check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,
	 	 	 
	 	on
    behalf of any Finance Party and each Finance Party confirms to the Facility Agent that it is solely responsible for any such
    checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Facility
    Agent.





 









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	(e)	Without
    prejudice to any provision of any Finance Document excluding or limiting the Facility Agent’s liability, any liability
    of the Facility Agent arising under or in connection with any Transaction Document or the Security Property shall be limited
    to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference
    to the date of default of the Facility Agent or, if later, the date on which the loss arises as a result of such default)
    but without reference to any special conditions or circumstances known to the Facility Agent at any time which increase the
    amount of that loss. In no event shall the Facility Agent be liable for any loss of profits, goodwill, reputation, business
    opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Facility
    Agent has been advised of the possibility of such loss or damages.


 


	28.11	Lenders’
    indemnity to the Facility Agent
	 	 
	(a)	Each
    Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share
    of the Total Commitments immediately prior to their reduction to zero) indemnify the Facility Agent, within three Business
    Days of demand, against any cost, loss or liability incurred by the Facility Agent (otherwise than by reason of the Facility
    Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 32.11
    (Disruption to Payment Systems etc.) notwithstanding the Facility Agent’s negligence, gross negligence or any
    other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) in acting as
    Facility Agent under the Finance Documents (unless the Facility Agent has been reimbursed by a Transaction Obligor pursuant
    to a Finance Document).
	 	 
	(b)	Subject
    to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to
    the Facility Agent pursuant to paragraph (a) above.
	 	 
	(c)	Paragraph
    (b) above shall not apply to the extent that the indemnity payment in respect of which a Lender claims reimbursement relates
    to a liability of the Facility Agent to an Obligor.
	 	 
	28.12	Resignation
    of the Facility Agent
	 	 
	(a)	The
    Facility Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and
    the Borrower.
	 	 
	(b)	Alternatively,
    the Facility Agent may resign by giving 30 days’ notice to the other Finance Parties and the Borrower, in which case
    the Majority Lenders may appoint a successor Facility Agent.
	 	 
	(c)	If
    the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 20 days after
    notice of resignation was given, the retiring Facility Agent may appoint a successor Facility Agent.
	 	 
	(d)	The
    retiring Facility Agent shall, at the Borrower’s cost, make available to the successor Facility Agent such documents
    and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing
    its functions as Facility Agent under the Finance Documents. The Borrower shall indemnify the retiring Facility Agent prior
    to it being required to undertake any actions referred to in this sub-paragraph for the amount of all costs and expenses (including
    legal fees) to be properly incurred by it in making available such documents and records and providing such assistance.


 




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	(e)	All
    Parties shall consult, co-operate and use commercially reasonable endeavours to appoint a successor Facility Agent and the
    retiring Facility Agent’s resignation notice shall only take effect upon the appointment of a successor.
	 	 
	(f)	Upon
    the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of
    the Finance Documents (other than its obligations under paragraph above) but shall remain entitled to the benefit of Clause
    13.3 (Indemnity to the Facility Agent) and this Clause 28 (The Facility Agent ) and any other provisions of
    a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Facility Agent.
    Any fees for the account of the retiring Facility Agent shall cease to accrue from (and shall be payable on) that date. Any
    successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had
    if such successor had been an original Party.
	 	 
	(g)	The
    Majority Lenders may, by notice to the Facility Agent, require it to resign in accordance with paragraph (b) above. In this
    event, the Facility Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above
    shall be for the account of the Borrower.
	 	 
	(h)	The
    consent of the Borrower (or any other Transaction Obligor) is not required for an assignment or transfer of rights and/or
    obligations by the Facility Agent in accordance with this Agreement.
	 	 
	(i)	The
    Facility Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours
    to appoint a successor Facility Agent pursuant to paragraph (c) above) if on or after the date which is three months before
    the earliest FATCA Application Date relating to any payment to the Facility Agent under the Finance Documents, either:


 


	 	(i)	the
    Facility Agent fails to respond to a request under Clause 11.7 (FATCA Information) and a Lender reasonably believes
    that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
	 	 	 
	 	(ii)	the
    information supplied by the Facility Agent pursuant to Clause 11.7 (FATCA Information) indicates that the Facility
    Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
	 	 	 
	 	(iii)	the
    Facility Agent notifies the Borrower and the Lenders that the Facility Agent will not be (or will have ceased to be) a FATCA
    Exempt Party on or after that FATCA Application Date;


 


	 	and
    (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required
    if the Facility Agent were a FATCA Exempt Party, and that Lender, by notice to the Facility Agent, requires it to resign.
	 	 
	28.13	Confidentiality
	 	 
	(a)	In
    acting as Facility Agent for the Finance Parties, the Facility Agent shall be regarded as acting through its agency division
    which shall be treated as a separate entity from any other of its divisions or departments.
	 	 
	(b)	If
    information is received by a division or department of the Facility Agent other than the division or department responsible
    for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential
    to that division or department, and the Facility Agent shall not be deemed to have notice of it nor shall it be obliged to
    disclose such information to any Party.



 






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	(c)	Without
    prejudice to Clause 28.4 (No fiduciary duties), the Facility Agent is not obliged to disclose to any other person (i)
    any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute
    a breach of any law or regulation or a breach of a fiduciary duty.
	 	 
	28.14	Relationship
    with the other Finance Parties
	 	 
	(a)	Subject
    to Clause 26.9 (Pro rata interest settlement), the Facility Agent may treat a person shown in its records as Lender
    at the opening of business (in the place of the Facility Agent’s principal office as notified to the Finance Parties
    from time to time) as a Lender acting through its Facility Office.


 


	 	(i)	entitled
    to or liable for any payment due under any Finance Document on that day; and
	 	 	 
	 	(ii)	entitled
    to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance
    Document made or delivered on that day,


 


	 	unless
    it has received not less than five Business Days’ prior written notice from that Lender to the contrary in accordance
    with the terms of this Agreement.
	 	 
	(b)	Each
    Finance Party shall supply the Facility Agent with any information that the Security Agent may reasonably specify (through
    the Facility Agent) as being necessary or desirable to enable the Security Agent to perform its functions as Security Agent.
    Each Finance Party shall deal with the Security Agent exclusively through the Facility Agent and shall not deal directly with
    the Security Agent and any reference to any instructions being given by or sought from any Finance Party or group of Finance
    Parties to or by the Security Agent in this Agreement must be given or sought through the Facility Agent.
	 	 
	(c)	Any
    Lender may by notice to the Facility Agent appoint a person to receive on its behalf all notices, communications, information
    and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address,
    fax number and (where communication by electronic mail or other electronic means is permitted under Clause 35.5 (Electronic
    communication)) electronic mail address and/or any other information required to enable the transmission of information
    by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and
    be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department
    and officer by that Lender for the purposes of Clause 35.2 (Addresses) and sub-paragraph (ii) of paragraph (a) of Clause
    35.5 (Electronic communication) and the Facility Agent shall be entitled to treat such person as the person entitled
    to receive all such notices, communications, information and documents as though that person were that Lender.



 






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	28.15	Credit
    appraisal by the Finance Parties
	 	 
	 	Without
    affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with
    any Transaction Document, each Finance Party confirms to the Facility Agent that it has been, and will continue to be, solely
    responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with,
    any Transaction Document including but not limited to:
	 	 
	(a)	the
    financial condition, status and nature of each Transaction Obligor;
	 	 
	(b)	the
    legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Security Property and any other
    agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction
    Document or the Security Property;
	 	 
	(c)	whether
    that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets
    under, or in connection with, any Transaction Document, the Security Property, the transactions contemplated by the Transaction
    Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection
    with any Transaction Document or the Security Property;
	 	 
	(d)	the
    adequacy, accuracy or completeness of any information provided by the Facility Agent, any Party or by any other person under,
    or in connection with, any Transaction Document, the transactions contemplated by any Transaction Document or any other agreement,
    arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document;
    and
	 	 
	(e)	the
    right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any
    of the Transaction Security or the existence of any Security affecting the Security Assets.
	 	 
	28.16	Facility
    Agent’s management time
	 	 
	 	If
    a Potential Event of Default or an Event of Default has occurred and is continuing, any amount payable to the Facility Agent
    under Clause 13.3 (Indemnity to the Facility Agent), Clause 15 (Costs and Expenses) and Clause 28.11 (Lenders’
    indemnity to the Facility Agent) shall include the cost of utilising the Facility Agent’s management time or other
    resources and will be calculated on the basis of such reasonable daily or hourly rates as the Facility Agent may notify to
    the Borrower and the other Finance Parties, and is in addition to any fee paid or payable to the Facility Agent under Clause
    10 (Fees). The Facility Agent shall as soon as reasonably practicable notify the Borrower in writing of any extraordinary
    management time which the Facility Agent is envisaging to spend and will deliver a budget to the Borrower in respect of such
    extraordinary management time.
	 	 
	28.17	Deduction
    from amounts payable by the Facility Agent
	 	 
	 	If
    any Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may, after giving notice to
    that Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise
    be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed.  For
    the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.



 






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	28.18	Reliance
    and engagement letters
	 	 
	 	Each
    Secured Party confirms that the Facility Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf
    of any letters or reports already accepted by the Facility Agent) the terms of any reliance letter or engagement letters or
    any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance
    Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters
    and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.
	 	 
	28.19	Full
    freedom to enter into transactions
	 	 
	 	Without
    prejudice to Clause 28.6 (Business with the Group) or any other provision of a Finance Document and notwithstanding
    any rule of law or equity to the contrary, the Facility Agent shall be absolutely entitled:
	 	 
	(a)	to
    enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting any Transaction
    Obligor or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest
    or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security
    agent for, and/or participating in, other facilities to such Transaction Obligor or any person who is party to, or referred
    to in, a Finance Document);
	 	 
	(b)	to
    deal in and enter into and arrange transactions relating to:


 


	 	(i)	any
    securities issued or to be issued by any Transaction Obligor or any other person; or
	 	 	 
	 	(ii)	any
    options or other derivatives in connection with such securities; and


 


	(c)	to
    provide advice or other services to the Borrower or any person who is a party to, or referred to in, a Finance Document,
	 	 
	 	and,
    in particular, the Facility Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging
    all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject
    only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests
    exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection
    with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.




 


	28.20	Majority
    Lenders’ Instructions
	 	 
	(a)	Notwithstanding
    anything to the contrary contained in the Transaction Documents, the Parties acknowledge that where any provision in a Transaction
    Document refers to the Facility Agent being obliged to or entitled to take any specified action, exercise any discretion,
    make any determination, give any consent or waiver, or act in a certain way in connection with the transactions contemplated
    by the Transaction Documents, it shall or may (as the case may be) take such specified action, exercise such discretion, make
    such determination, give any consent in accordance with the instructions or directions of the Majority Lenders or all Lenders,
    as the case may be and in doing so shall be deemed to have acted reasonably.
	 	 
	(b)	Any
    instructions given by the Majority Lenders or the Lenders shall be in writing and any instructions by the Majority Lenders
    on matters which do not require the consent or instructions of all the Lenders as specified in this Agreement shall be binding
    on all the Lenders.
	 	 
	(c)	The
    Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders or the Lenders (as the
    case may be) until it has received such security as it may require for any cost, loss or liability (together with any associated
    VAT) which it may incur in complying with the instructions.



 






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	(d)	In
    the absence of instructions from the Majority Lenders the Facility Agent shall not be obliged to take action.
	 	 
	(e)	The
    Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining the relevant Finance Party’s
    consent) in any legal or arbitration proceedings relating to any Transaction Document.
	 	 
	29	The
    Security Agent
	 	 
	29.1	Trust
	 	 
	(a)	The
    Security Agent declares that it holds the Security Property on trust for the Secured Parties on the terms contained in this
    Agreement and shall deal with the Security Property in accordance with this Clause 28 (The Security Agent) and the
    other provisions of the Finance Documents.
	 	 
	(b)	Each
    other Finance Party authorises the Security Agent to perform the duties, obligations and responsibilities and to exercise
    the rights, powers, authorities and discretions specifically given to the Security Agent under, or in connection with, the
    Finance Documents together with any other incidental rights, powers, authorities and discretions.
	 	 
	29.2	Parallel
    Debt (Covenant to pay the Security Agent)
	 	 
	(a)	Each
    Obligor irrevocably and unconditionally undertakes to pay to the Security Agent its Parallel Debt which shall be amounts equal
    to, and in the currency or currencies of, its Corresponding Debt.
	 	 
	(b)	The
    Parallel Debt of an Obligor:


 


		(i)	shall
                                         become due and payable at the same time as its Corresponding Debt;
	 	 	 
		(ii)	is
                                         independent and separate from, and without prejudice to, its Corresponding Debt.



 


	(c)	For
                                         the purposes of this Clause 29.2 (Parallel Debt (Covenant to pay the Security Agent)),
                                         the Security Agent:



		(i)	is
                                         the independent and separate creditor of each Parallel Debt;
	 	 	 
		(ii)	acts
                                         in its own name and not as agent, representative or trustee of the Finance Parties and
                                         its claims in respect of each Parallel Debt shall not be held on trust; and
	 	 	 
		(iii)	shall
                                         have the independent and separate right to demand payment of each Parallel Debt in its
                                         own name (including, without limitation, through any suit, execution, enforcement of
                                         security, recovery of guarantees and applications for and voting in any kind of insolvency
                                         proceeding).



	(d)	The
                                         Parallel Debt of an Obligor shall be:



		(i)	decreased
                                         to the extent that its Corresponding Debt has been irrevocably and unconditionally paid
                                         or discharged; and
	 	 	 
		(ii)	increased
                                         to the extent that its Corresponding Debt has increased,





 






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	 	and
                                         the Corresponding Debt of an Obligor shall be:



 


		(A)	decreased
    to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged; and
	 	 	 
		(B)	increased
    to the extent that its Parallel Debt has increased,



 


		in
    each case provided that the Parallel Debt of an Obligor shall never exceed its Corresponding Debt.




 


	(e)	All
                                         amounts received or recovered by the Security Agent in connection with this Clause 29.2
                                         (Parallel Debt (Covenant to pay the Security Agent)) to the extent permitted by
                                         applicable law, shall be applied in accordance with Clause 32.5 (Application of receipts;
                                         partial payments).
	 	 
	(f)	This
                                         Clause 29.2 (Parallel Debt (Covenant to pay the Security Agent)) shall apply,
                                         with any necessary modifications, to each Finance Document.



	29.3	Enforcement
                                         through Security Agent only
	 	 
	 	The
                                         Secured Parties shall not have any independent power to enforce, or have recourse to,
                                         any of the Transaction Security or to exercise any right, power, authority or discretion
                                         arising under the Security Documents except through the Security Agent.






 


	29.4	Instructions
	 	 
	(a)	The
                                         Security Agent shall:



		(i)	unless
                                         a contrary indication appears in a Finance Document, exercise or refrain from exercising
                                         any right, power, authority or discretion vested in it as Security Agent in accordance
                                         with any instructions given to it by:



		(A)	all
                                         Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates
                                         the matter is an all Lender decision; and
	 	 	 
		(B)	in
                                         all other cases, the Majority Lenders (or the Facility Agent on their behalf); and



 


		(ii)	not
                                         be liable for any act (or omission) if it acts (or refrains from acting) (A) in accordance
                                         with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision
                                         for any other Finance Party or group of Finance Parties, in accordance with instructions
                                         given to it by that Finance Party or group of Finance Parties) or (B) in its capacity
                                         as Security Agent under the Transaction Documents.



 


	(b)	The
                                         Security Agent shall be entitled to request instructions, or clarification of any instruction,
                                         from the Majority Lenders (or the Facility Agent on their behalf) (or, if the relevant
                                         Finance Document stipulates the matter is a decision for any other Finance Party or group
                                         of Finance Parties, from that Finance Party or group of Finance Parties) as to whether,
                                         and in what manner, it should exercise or refrain from exercising any right, power, authority
                                         or discretion and the Security Agent may refrain from acting unless and until it receives
                                         any such instructions or clarification that it has requested.



 






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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 Security Agent by the Facility
                                         Agent (acting on the instructions of the Majority Lenders) shall override any conflicting
                                         instructions given by any other Parties and will be binding on all Finance Parties.
	 	 
	(d)	Without
                                         prejudice to paragraph (a)(ii) above, paragraph (a)(i) above shall not apply:



 


		(i)	in
                                         respect of any provision which protects the Security Agent’s own position in its
                                         personal capacity as opposed to its role of Security Agent for the relevant Secured Parties.
	 	 	 
		(ii)	in
                                         respect of the exercise of the Security Agent’s discretion to exercise a right,
                                         power or authority under any of:



		(A)	Clause
                                         29.28 (Application of receipts);
	 	 	 
		(B)	Clause
                                         29.29 (Permitted Deductions); and
	 	 	 
		(C)	Clause
                                         29.30 (Prospective liabilities).



	(e)	If
                                         giving effect to instructions given by the Majority Lenders would in the Security Agent’s
                                         opinion have an effect equivalent to an amendment or waiver referred to in Clause 41
                                         (Amendments and Waivers), the Security Agent shall not act in accordance with
                                         those instructions unless consent to it so acting is obtained from each Party (other
                                         than the Security Agent) whose consent would have been required in respect of that amendment
                                         or waiver.



	(f)	In
                                         exercising any discretion to exercise a right, power or authority under the Finance Documents
                                         where either:



		(i)	it
                                         has not received any instructions as to the exercise of that discretion; or
	 	 	 
		(ii)	the
                                         exercise of that discretion is subject to sub-paragraph (ii) of paragraph (d) above,
	 	 	 
	 	the
                                         Security Agent shall do so having regard to the interests of all the Secured Parties.






 


	(g)	The
                                         Security Agent may refrain from acting in accordance with any instructions of any Finance
                                         Party or group of Finance Parties until it has received any indemnification and/or security
                                         that it may in its discretion require (which may be greater in extent than that contained
                                         in the Finance Documents and which may include payment in advance) for any cost, loss
                                         or liability (together with any applicable VAT) which it may incur in complying with
                                         those instructions.
	 	 
	(h)	Without
                                         prejudice to the remainder of this Clause 29.4 (Instructions), in the absence
                                         of instructions, the Security Agent may (but shall not be obliged to) take such action
                                         in the exercise of its powers and duties under the Finance Documents as it considers
                                         in its discretion to be appropriate.
	 	 
	(i)	The
                                         Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining
                                         that Finance Party’s consent) in any legal or arbitration proceedings relating
                                         to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration
                                         proceeding relating to the perfection, preservation or protection of rights under the
                                         Security Documents or enforcement of the Transaction Security or Security Documents.



 






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	29.5	Duties
                                         of the Security Agent
	 	 



	(a)	The
                                         Security Agent’s duties under the Finance Documents are solely mechanical and administrative
                                         in nature.
	 	 
	(b)	The
                                         Security Agent shall promptly forward to a Party the original or a copy of any document
                                         which is delivered to the Security Agent for that Party by any other Party.
	 	 
	(c)	Except
                                         where a Finance Document specifically provides otherwise, the Security Agent is not obliged
                                         to review or check the adequacy, accuracy or completeness of any document it forwards
                                         to another Party.
	 	 
	(d)	If
                                         the Security Agent receives notice from a Party referring to any Finance Document, describing
                                         a circumstance and stating that the circumstance described is a Default, it shall promptly
                                         notify the other Finance Parties but shall not have any duty to verify whether the circumstances
                                         described has actually occurred or whether it constitutes a Default.
	 	 
	(e)	The
                                         Security Agent shall have only those duties, obligations and responsibilities expressly
                                         specified in the Finance Documents to which it is expressed to be a party (and no others
                                         shall be implied).



	29.6	No
                                         fiduciary duties



	(a)	Nothing
                                         in any Finance Document constitutes the Security Agent as an agent, trustee or fiduciary
                                         of any Transaction Obligor or any other person.
	 	 
	(b)	The
                                         Security Agent shall not be bound to account to any other Secured Party for any sum or
                                         the profit element of any sum received by it for its own account.



	29.7	Business
                                         with the Group
	 	 
	 	The
                                         Security Agent may accept deposits from, lend money to, and generally engage in any kind
                                         of banking or other business with, any member of the Group.



 


	29.8	Rights
                                         and discretions



	(a)	The
                                         Security Agent may:



		(i)	rely
                                         on any representation, communication, notice or document believed by it to be genuine,
                                         correct and appropriately authorised;
	 	 	 
		(ii)	assume
                                         that:



		(A)	any
                                         instructions received by it from the Majority Lenders, any Finance Parties or any group
                                         of Finance Parties are duly given in accordance with the terms of the Finance Documents;
	 	 	 
		(B)	unless
                                         it has received notice of revocation, that those instructions have not been revoked;
                                         and
	 	 	 
		(C)	if
                                         it receives any instructions to act in relation to the Transaction Security, that all
                                         applicable conditions under the Finance Documents for so acting have been satisfied;
                                         and



 






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		(iii)	rely
                                         on a certificate from any person:



		(A)	as
                                         to any matter of fact or circumstance which might reasonably be expected to be within
                                         the knowledge of that person; or
	 	 	 
		(B)	to
                                         the effect that such person approves of any particular dealing, transaction, step, action
                                         or thing,
	 	 	 
	 	as
                                         sufficient evidence that that is the case and, in the case of paragraph (A) above, may
                                         assume the truth and accuracy of that certificate.






 


	(b)	The
                                         Security Agent shall be entitled to carry out all dealings with the other Finance Parties
                                         through the Facility Agent and may give to the Facility Agent any notice or other communication
                                         required to be given by the Security Agent to any Finance Party.
	 	 
	(c)	The
                                         Security Agent may assume (unless it has received notice to the contrary in its capacity
                                         as security agent for the Secured Parties) that:



		(i)	no
                                         Default has occurred;
	 	 	 
		(ii)	any
                                         right, power, authority or discretion vested in any Party or any group of Finance Parties
                                         has not been exercised; and
	 	 	 
		(iii)	any
                                         notice or request made by the Borrower (other than the Utilisation Request) is made on
                                         behalf of and with the consent and knowledge of all the Transaction Obligors.



	(d)	The
                                         Security Agent may engage (at the Borrower’s cost) for the advice or services of
                                         any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.
	 	 
	(e)	Without
                                         prejudice to the generality of paragraph (c) above or paragraph (f) below, the Security
                                         Agent may at any time engage (at the Borrower’s cost) for the services of any lawyers
                                         to act as independent counsel to the Security Agent (and so separate from any lawyers
                                         instructed by the Facility Agent or the Lenders) if the Security Agent in its reasonable
                                         opinion deems this to be desirable.
	 	 
	(f)	The
                                         Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers,
                                         surveyors or other professional advisers or experts (whether obtained by the Security
                                         Agent or by any other Party) and shall not be liable for any damages, costs or losses
                                         to any person, any diminution in value or any liability whatsoever arising as a result
                                         of its so relying.



	(g)	The
                                         Security Agent may act in relation to the Finance Documents and the Security Property
                                         through its officers, employees and agents and shall not:



		(i)	be
                                         liable for any error of judgment made by any such person; or
	 	 	 
		(ii)	be
                                         bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct,
                                         omission or default on the part of any such person,
	 	 	 
	 	unless
                                         such error or such loss was directly caused by the Security Agent’s gross negligence
                                         or wilful misconduct.



 






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	(h)	Unless
                                         a Finance Document expressly provides otherwise the Security Agent may disclose to any
                                         other Party any information it reasonably believes it has received as security agent
                                         under the Finance Documents.
	 	 
	(i)	Without
                                         prejudice to Clause 29.6 (No fiduciary duties) and notwithstanding any other provision
                                         of any Finance Document to the contrary, the Security Agent is not obliged to do or omit
                                         to do anything if it would or might, in its reasonable opinion, constitute a breach of
                                         any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
	 	 
	(j)	Notwithstanding
                                         any provision of any Finance Document to the contrary, the Security Agent is not obliged
                                         to expend or risk its own funds or otherwise incur any financial liability in the performance
                                         of its duties, obligations or responsibilities or the exercise of any right, power, authority
                                         or discretion if it has grounds for believing the repayment of such funds or adequate
                                         indemnity against, or security for, such risk or liability is not reasonably assured
                                         to it.



	29.9	Responsibility
                                         for documentation
	 	 
	 	None
                                         of the Security Agent, any Receiver or Delegate is responsible or liable for:



 


	(a)	the
                                         adequacy, accuracy or completeness of any information (whether oral or written) supplied
                                         by the Facility Agent, the Security Agent, a Transaction Obligor or any other person
                                         in, or in connection with, any Transaction Document or the transactions contemplated
                                         in the Transaction Documents or any other agreement, arrangement or document entered
                                         into, made or executed in anticipation of, under or in connection with any Transaction
                                         Document;
	 	 
	(b)	the
                                         legality, validity, effectiveness, adequacy or enforceability of any Transaction Document
                                         or the Security Property or any other agreement, arrangement or document entered into,
                                         made or executed in anticipation of, under or in connection with, any Transaction Document
                                         or the Security Property; or
	 	 
	(c)	any
                                         determination as to whether any information provided or to be provided to any Secured
                                         Party is non-public information the use of which may be regulated or prohibited by applicable
                                         law or regulation relating to insider dealing or otherwise.



	29.10	No
                                         duty to monitor
	 	 
	 	The
                                         Security Agent shall not be bound to enquire:






 


	(a)	whether
                                         or not any Default has occurred;
	 	 
	(b)	as
                                         to the performance, default or any breach by any Transaction Obligor of its obligations
                                         under any Transaction Document; or
	 	 
	(c)	whether
                                         any other event specified in any Transaction Document has occurred.



 


	29.11	Exclusion
                                         of liability



	(a)	Without
                                         limiting paragraph (b) below (and without prejudice to any other provision of any Finance
                                         Document excluding or limiting the liability of the Security Agent or any Receiver or
                                         Delegate), none of the Security Agent nor any Receiver or Delegate will be liable for:



 


		(i)	any
                                         damages, costs or losses to any person, any diminution in value, or any liability whatsoever
                                         arising as a result of taking or not taking any action under or in connection with any
                                         Transaction Document or the Security Property, unless directly caused by its gross negligence
                                         or wilful misconduct;



 






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		(ii)	exercising,
                                         or not exercising, any right, power, authority or discretion given to it by, or in connection
                                         with, any Transaction Document, the Security Property or any other agreement, arrangement
                                         or document entered into, made or executed in anticipation of, under or in connection
                                         with, any Transaction Document or the Security Property; or
	 	 	 
		(iii)	any
                                         shortfall which arises on the enforcement or realisation of the Security Property; or
	 	 	 
		(iv)	without
                                         prejudice to the generality of sub-paragraphs (i) to (iii) above, any damages, costs
                                         or losses to any person, any diminution in value or any liability whatsoever (including,
                                         without limitation, for negligence or any other category of liability whatsoever) arising
                                         as a result of:



 


		(A)	any
                                         act, event or circumstance not reasonably within its control; or
	 	 	 
		(B)	the
                                         general risks of investment in, or the holding of assets in, any jurisdiction,
	 	 	 
	 	including
                                         (in each case and without limitation) such damages, costs, losses, diminution in value
                                         or liability arising as a result of nationalisation, expropriation or other governmental
                                         actions; any regulation, currency restriction, devaluation or fluctuation; market conditions
                                         affecting the execution or settlement of transactions or the value of assets (including
                                         any Disruption Event); breakdown, failure or malfunction of any third party transport,
                                         telecommunications, computer services or systems; natural disasters or acts of God; war,
                                         terrorism, insurrection or revolution; or strikes or industrial action.



 





	(b)	No
                                         Party other than the Security Agent, that Receiver or that Delegate (as applicable) may
                                         take any proceedings against any officer, employee or agent of the Security Agent, a
                                         Receiver or a Delegate in respect of any claim it might have against the Security Agent,
                                         a Receiver or a Delegate or in respect of any act or omission of any kind by that officer,
                                         employee or agent in relation to any Transaction Document or any Security Property and
                                         any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely
                                         on this Clause subject to Clause 1.5 (Third party rights) and the provisions of
                                         the Third Parties Act.
	 	 
	(c)	The
                                         Security Agent will not be liable for any delay (or any related consequences) in crediting
                                         an account with an amount required under the Finance Documents to be paid by the Security
                                         Agent if the Security Agent has taken all necessary steps as soon as reasonably practicable
                                         to comply with the regulations or operating procedures of any recognised clearing or
                                         settlement system used by the Security Agent for that purpose.
	 	 
	(d)	Nothing
                                         in this Agreement shall oblige the Security Agent to carry out:



		(i)	any
                                         “know your customer” or other checks in relation to any person; or
	 	 	 
		(ii)	any
                                         check on the extent to which any transaction contemplated by this Agreement might be
                                         unlawful for any Finance Party,
	 	 	 
	 	on
                                         behalf of any Finance Party and each Finance Party confirms to the Security Agent that
                                         it is solely responsible for any such checks it is required to carry out and that it
                                         may not rely on any statement in relation to such checks made by the Security Agent.



 






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	(e)	Without
                                         prejudice to any provision of any Finance Document excluding or limiting the liability
                                         of the Security Agent or any Receiver or Delegate, any liability of the Security Agent
                                         or any Receiver or Delegate arising under or in connection with any Transaction Document
                                         or the Security Property shall be limited to the amount of actual loss which has been
                                         finally judicially determined to have been suffered (as determined by reference to the
                                         date of default of the Security Agent. Receiver or Delegate or, if later, the date on
                                         which the loss arises as a result of such default) but without reference to any special
                                         conditions or circumstances known to the Security Agent, any Receiver or Delegate at
                                         any time which increase the amount of that loss. In no event shall the Security Agent,
                                         any Receiver or Delegate be liable for any loss of profits, goodwill, reputation, business
                                         opportunity or anticipated saving, or for special, punitive, indirect or consequential
                                         damages, whether or not the Security Agent, the Receiver or Delegate has been advised
                                         of the possibility of such loss or damages.



		29.12	Lenders’
                                         indemnity to the Security Agent



	(a)	Each
                                         Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments
                                         are then zero, to its share of the Total Commitments immediately prior to their reduction
                                         to zero) indemnify the Security Agent and every Receiver and every Delegate, within three
                                         Business Days of demand, against any cost, loss or liability incurred by any of them
                                         (otherwise than by reason of the Security Agent’s, Receiver’s or Delegate’s
                                         gross negligence or wilful misconduct) in acting as Security Agent, Receiver or Delegate
                                         under the Finance Documents (unless the Security Agent, Receiver or Delegate has been
                                         reimbursed by a Transaction Obligor pursuant to a Finance Document).
	 	 
	(b)	Subject
                                         to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender
                                         for any payment that Lender makes to the Security Agent pursuant to paragraph (a) above.
	 	 
	(c)	Paragraph
                                         (b) above shall not apply to the extent that the indemnity payment in respect of which
                                         a Lender claims reimbursement relates to a liability of the Security Agent to an Obligor.



	29.13	Resignation
                                         of the Security Agent



	(a)	The
                                         Security Agent may resign and appoint one of its Affiliates as successor by giving notice
                                         to the other Finance Parties and the Borrower.
	 	 
	(b)	Alternatively,
                                         the Security Agent may resign by giving 30 days’ notice to the other Finance Parties
                                         and the Borrower, in which case the Majority Lenders may appoint a successor Security
                                         Agent.
	 	 
	(c)	If
                                         the Majority Lenders have not appointed a successor Security Agent in accordance with
                                         paragraph (b) above within 20 days after notice of resignation was given, the retiring
                                         Security Agent may appoint a successor Security Agent.
	 	 
	(d)	The
                                         retiring Security Agent shall, at the Borrower’s cost, make available to the successor
                                         Security Agent such documents and records and provide such assistance as the successor
                                         Security Agent may reasonably request for the purposes of performing its functions as
                                         Security Agent under the Finance Documents. The Borrower shall indemnify the retiring
                                         Security Agent prior to it being required to undertake any actions referred to in this
                                         sub-paragraph for the amount of all costs and expenses (including legal fees) to be properly
                                         incurred by it in making available such documents and records and providing such assistance.



 






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	(e)	The
    Security Agent’s resignation notice shall only take effect upon:


 


	 	(i)	the
    appointment of a successor; and
	 	 	 
	 	(ii)	the
    transfer, by way of a document expressed as a deed, of all the Security Property to that successor.


 


	(f)	Upon
    the appointment of a successor, the retiring Security Agent shall be discharged, by way of a document executed as a deed,
    from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause
    29.25 (Winding up of trust) and paragraph (d) above) but shall remain entitled to the benefit of Clause 13.4 (Indemnity
    to the Security Agent) and this Clause 28 (The Security Agent) and any other provisions of a Finance Document which
    are expressed to limit or exclude its liability (or to indemnify it) in acting as Security Agent. Any fees for the account
    of the retiring Security Agent shall cease to accrue from (and shall be payable on) that date. Any successor and each of the
    other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been
    an original Party.
	 	 
	(g)	The
    Majority Lenders may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this
    event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above
    shall be for the account of the Borrower.
	 	 
	(h)	The
    consent of the Borrower (or any other Transaction Obligor) is not required for an assignment or transfer of rights and/or
    obligations by the Security Agent.


 


	29.14	Confidentiality


 


	(a)	In
    acting as Security Agent for the Finance Parties, the Security Agent shall be regarded as acting through its trustee division
    which shall be treated as a separate entity from any other of its divisions or departments.
	 	 
	(b)	If
    information is received by a division or department of the Security Agent other than the division or department responsible
    for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential
    to that division or department, and the Security Agent shall not be deemed to have notice of it nor shall it be obliged to
    disclose such information to any Party.
	 	 
	(c)	Without
    prejudice to Clause 29.6 (No fiduciary duties) and notwithstanding any other provision of any Finance Document to the
    contrary, the Security Agent is not obliged to disclose to any other person (i) any confidential information or (ii) any other
    information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a
    breach of a fiduciary duty.


 






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	29.15	Credit
    appraisal by the Finance Parties


 


	 	Without
    affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with
    any Transaction Document, each Finance Party confirms to the Security Agent that it has been, and will continue to be, solely
    responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with,
    any Transaction Document including but not limited to:
	 	 
	(a)	the
    financial condition, status and nature of each Transaction Obligor;
	 	 
	(b)	the
    legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Security Property and any other
    agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction
    Document or the Security Property;
	 	 
	(c)	whether
    that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets
    under, or in connection with, any Transaction Document, the Security Property, the transactions contemplated by the Transaction
    Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection
    with any Transaction Document or the Security Property;
	 	 
	(d)	the
    adequacy, accuracy or completeness of any information provided by the Security Agent, any Party or by any other person under,
    or in connection with, any Transaction Document, the transactions contemplated by any Transaction Document or any other agreement,
    arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document;
    and
	 	 
	(e)	the
    right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any
    of the Transaction Security or the existence of any Security affecting the Security Assets.


 


	29.16	Security
    Agent’s management time


 


	(a)	If
    a Potential Event of Default or an Event of Default has occurred which is continuing, any amount payable to the Security Agent
    under Clause 13.4 (Indemnity to the Security Agent), Clause 15 (Costs and Expenses) and Clause 29.12 (Lenders’
    indemnity to the Security Agent) shall include the cost of utilising the Security Agent’s management time or other
    resources and will be calculated on the basis of such reasonable daily or hourly rates as the Security Agent may notify to
    the Borrower and the other Finance Parties and is in addition to any fee paid or payable to the Security Agent under Clause
    10 (Fees). The Security Agent shall as soon as reasonably practicable notify the Borrower in writing of any extraordinary
    management time which the Security Agent is envisaging to spend and will deliver a budget to the Borrower in respect of such
    extraordinary management time.
	 	 
	(b)	Without
    prejudice to paragraph (a) above, in the event of:


 


	 	(i)	a
    Default;
	 	 	 
	 	(ii)	the
    Security Agent being requested by a Transaction Obligor or the Majority Lenders to undertake duties which the Security Agent
    and the Borrower agree to be of an exceptional nature or outside the scope of the normal duties of the Security Agent under
    the Finance Documents; or
	 	 	 
	 	(iii)	the
    Security Agent and the Borrower agreeing that it is otherwise appropriate in the circumstances,


 






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	 	the
    Borrower shall pay to the Security Agent any additional remuneration (together with any applicable VAT) that may be agreed
    between them or determined pursuant to paragraph (c) below.
	 	 
	(c)	If
    the Security Agent and the Borrower fail to agree upon the nature of the duties, or upon the additional remuneration referred
    to in paragraph (b) above or whether additional remuneration is appropriate in the circumstances, any dispute shall be determined
    by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Agent and approved by the Borrower
    or, failing approval, nominated (on the application of the Security Agent) by the President for the time being of the Law
    Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Borrower) and the
    determination of any investment bank shall be final and binding upon the Parties.


 


	29.17	Reliance
    and engagement letters
	 	 
	 	Each
    Secured Party confirms that the Security Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf
    of any letters or reports already accepted by the Security Agent) the terms of any reliance letter or engagement letters or
    any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance
    Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters
    and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.


 


	29.18	No
    responsibility to perfect Transaction Security
	 	 
	 	The
    Security Agent shall not be liable for any failure to:


 


	(a)	require
    the deposit with it of any deed or document certifying, representing or constituting the title of any Transaction Obligor
    to any of the Security Assets;
	 	 
	(b)	obtain
    any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in
    evidence of any Finance Document or the Transaction Security;
	 	 
	(c)	register,
    file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security) under
    any law or regulation or to give notice to any person of the execution of any Finance Document or of the Transaction Security;
	 	 
	(d)	take,
    or to require any Transaction Obligor to take, any step to perfect its title to any of the Security Assets or to render the
    Transaction Security effective or to secure the creation of any ancillary Security under any law or regulation; or
	 	 
	(e)	require
    any further assurance in relation to any Security Document.


 


	29.19	Insurance
    by Security Agent


 


	(a)	The
    Security Agent shall not be obliged:


 


	 	(i)	to
    insure any of the Security Assets;
	 	 	 
	 	(ii)	to
    require any other person to maintain any insurance; or
	 	 	 
	 	(iii)	to
    verify any obligation to arrange or maintain insurance contained in any Finance Document,



 



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	 	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.


 


	29.20	Custodians
    and nominees
	 	 
	 	The
    Security Agent may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the
    trust as the Security Agent may determine, including for the purpose of depositing with a custodian this Agreement or any
    document relating to the trust created under this Agreement and the Security Agent shall not be responsible for any loss,
    liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part
    of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person.


 


	29.21	Delegation
    by the Security Agent


 


	(a)	Each
    of the Security Agent, any Receiver and any Delegate may, at any time, delegate by power of attorney or otherwise to any person
    for any period, all or any right, power, authority or discretion vested in it in its capacity as such.
	 	 
	(b)	That
    delegation may be made upon any terms and conditions (including the power to sub delegate) and subject to any restrictions
    that the Security Agent, that Receiver or that Delegate (as the case may be) may, in its discretion, think fit in the interests
    of the Secured Parties.
	 	 
	(c)	No
    Security Agent, Receiver or Delegate shall be bound to supervise, or be in any way responsible for any damages, costs or losses
    incurred by reason of any misconduct, omission or default on the part of any such delegate or sub delegate.


 


	29.22	Additional
    Security Agents


 


	(a)	The
    Security Agent may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee
    jointly with it:


 


	 	(i)	if
    it considers that appointment to be in the interests of the Secured Parties; or
	 	 	 
	 	(ii)	for
    the purposes of conforming to any legal requirement, restriction or condition which the Security Agent deems to be relevant;
    or
	 	(iii)	for
    obtaining or enforcing any judgment in any jurisdiction,
	 	 	 
	 	and
    the Security Agent shall give prior notice to the Borrower and the Finance Parties of that appointment.


 






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	(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.


 


	29.23	Acceptance
    of title
	 	 
	 	The
    Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that
    any Transaction Obligor may have to any of the Security Assets and shall not be liable for or bound to require any Transaction
    Obligor to remedy any defect in its right or title.


 


	29.24	Releases
	 	 
	 	Upon
    a disposal of any of the Security Assets pursuant to the enforcement of the Transaction Security by a Receiver, a Delegate
    or the Security Agent, the Security Agent is irrevocably authorised (at the cost of the Obligors and without any consent,
    sanction, authority or further confirmation from any other Secured Party) to release, without recourse or warranty, that property
    from the Transaction Security and to execute any release of the Transaction Security or other claim over that asset and to
    issue any certificates of non-crystallisation of floating charges that may be required or desirable.


 


	29.25	Winding
    up of trust
	 	 
	 	If
    the Security Agent, with the approval of the Facility Agent (acting on the instructions of the Majority Lenders) determines
    (acting on the instructions of the Majority Lenders) that:


 


	(a)	all
    of the Secured Liabilities and all other obligations secured by the Security Documents have been fully and finally discharged;
    and
	 	 
	(b)	no
    Secured Party is under any commitment, obligation or liability (actual or contingent) to make advances or provide other financial
    accommodation to any Transaction Obligor pursuant to the Finance Documents,


 


	 	then	 
	 	 	 
	 	(i)	the
    trusts set out in this Agreement shall be wound up and the Security Agent shall release, without recourse or warranty, all
    of the Transaction Security and the rights of the Security Agent under each of the Security Documents; and
	 	 	 
	 	(ii)	any
    Security Agent which has resigned pursuant to Clause 29.13 (Resignation of the Security Agent) shall release, without
    recourse or warranty, all of its rights under each Security Document.


 


	29.26	Powers
    supplemental to Trustee Acts
	 	 
	 	The
    rights, powers, authorities and discretions given to the Security Agent under or in connection with the Finance Documents
    shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security
    Agent by law or regulation or otherwise.


 




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	29.27	Disapplication
    of Trustee Acts
	 	 
	 	Section
    1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the trusts constituted by this
    Agreement and the other Finance Documents. Where there are any inconsistencies between (i) the Trustee Acts 1925 and 2000
    and (ii) the provisions of this Agreement and any other Finance Document, the provisions of this Agreement and any other Finance
    Document shall, to the extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee
    Act 2000, the provisions of this Agreement and any other Finance Document shall constitute a restriction or exclusion for
    the purposes of the Trustee Act 2000.
	 	 
	29.28	Application
    of receipts
	 	 
	 	All
    amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Finance Document, under
    Clause 29.2 (Parallel Debt (Covenant to pay the Security Agent)) or in connection with the realisation or enforcement
    of all or any part of the Security Property (for the purposes of this Clause 28 (The Security Agent), the “Recoveries”)
    shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit,
    acting reasonably, to the extent permitted by applicable law (and subject to the remaining provisions of this Clause 28 (The
    Security Agent)), in the following order of priority:
	 	 
	(a)	in
    discharging any sums owing to the Security Agent (in its capacity as such) other than pursuant to Clause 29.2 (Parallel
    Debt (Covenant to pay the Security Agent)) or any Receiver or Delegate;
	 	 
	(b)	in
    payment or distribution to the Facility Agent, on its behalf and on behalf of the other Secured Parties, for application towards
    the discharge of all sums due and payable by any Transaction Obligor under any of the Finance Documents in accordance with
    Clause 32.5 (Application of receipts; partial payments);
	 	 
	(c)	if
    none of the Transaction Obligors is under any further actual or contingent liability under any Finance Document, in payment
    or distribution to any person to whom the Security Agent is obliged to pay or distribute in priority to any Transaction Obligor;
    and
	 	 
	(d)	the
    balance, if any, in payment or distribution to the relevant Transaction Obligor.
	 	 
	29.29	Permitted
    Deductions
	 	 
	 	The
    Security Agent may, in its discretion:
	 	 
	(a)	set
    aside by way of reserve amounts required to meet, and to make and pay, any deductions and withholdings (on account of Taxes
    or otherwise) which it is or may be required by any applicable law to make from any distribution or payment made by it under
    this Agreement; and
	 	 
	(b)	pay
    all Taxes which may be assessed against it in respect of any of the Security Property, or as a consequence of performing its
    duties, or by virtue of its capacity as Security Agent under any of the Finance Documents or otherwise (other than in connection
    with its remuneration for performing its duties under this Agreement).


 




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	29.30	Prospective
    liabilities
	 	 
	 	Following
    enforcement of any of the Transaction Security, the Security Agent may, in its discretion, or at the request of the Facility
    Agent, hold any Recoveries in a suspense or impersonal account(s) in the name of the Security Agent with such financial institution
    (including itself) and for so long as the Security Agent shall think fit, acting reasonably, for later payment to the Facility
    Agent for application in accordance with Clause 29.28 (Application of receipts) in respect of:
	 	 
	(a)	any
    sum to the Security Agent, any Receiver or any Delegate; and
	 	 
	(b)	any
    part of the Secured Liabilities, that the Security Agent or, in the case of paragraph (b) only, the Facility Agent, reasonably
    considers, in each case, might become due or owing at any time in the future.
	 	 
	29.31	Currency
    conversion
	 	 
	(a)	For
    the purpose of, or pending the discharge of, any of the Secured Liabilities the Security Agent may convert any moneys received
    or recovered by the Security Agent from one currency to another, at a market rate of exchange available to the Security Agent
    in its usual course of business.
	 	 
	(b)	The
    obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the
    due currency purchased after deducting the costs of conversion.
	 	 
	29.32	Good
    discharge
	 	 
	(a)	Any
    payment to be made in respect of the Secured Liabilities by the Security Agent may be made to the Facility Agent on behalf
    of the Secured Parties and any payment made in that way shall be a good discharge, to the extent of that payment, by the Security
    Agent.
	 	 
	(b)	The
    Security Agent is under no obligation to make the payments to the Facility Agent under paragraph (a) above in the same currency
    as that in which the obligations and liabilities owing to the relevant Finance Party are denominated.
	 	 
	29.33	Amounts
    received by Obligors
	 	 
	 	If
    any of the Obligors receives or recovers any amount which, under the terms of any of the Finance Documents, should have been
    paid to the Security Agent, that Obligor will hold the amount received or recovered on trust for the Security Agent and promptly
    pay that amount to the Security Agent for application in accordance with the terms of this Agreement.
	 	 
	29.34	Full
    freedom to enter into transactions
	 	 
	 	Without
    prejudice to Clause 29.7 (Business with the Group) or any other provision of a Finance Document and notwithstanding
    any rule of law or equity to the contrary, the Security Agent shall be absolutely entitled:
	 	 
	(a)	to
    enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting any Transaction
    Obligor or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest
    or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security
    agent for, and/or participating in, other facilities to such Transaction Obligor or any person who is party to, or referred
    to in, a Finance Document);


 




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	(b)	to
    deal in and enter into and arrange transactions relating to:


 


	 	(i)	any
    securities issued or to be issued by any Transaction Obligor or any other person; or
	 	 	 
	 	(ii)	any
    options or other derivatives in connection with such securities; and


 


	(c)	to
    provide advice or other services to the Borrower or any person who is a party to, or referred to in, a Finance Document,
	 	 
	 	and,
    in particular, the Security Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging
    all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject
    only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests
    exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection
    with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.
	 	 
	29.35	Majority
    Lenders’ Instructions
	 	 
	(a)	Notwithstanding
    anything to the contrary contained in the Transaction Documents, the Parties acknowledge that where any provision in Transaction
    Document refers to the Security Agent being obliged to or entitled to take any specified action, exercise any discretion,
    make any determination, give any consent or waiver, or act in a certain way in connection with the transactions contemplated
    by the Transaction Documents, it shall or may (as the case may be) take such specified action, exercise such discretion, make
    such determination, give any consent in accordance with the instructions or directions of the Facility Agent (acting on the
    instructions of the Majority Lenders or all Lenders, as the case may be) and in doing so shall be deemed to have acted reasonably.
	 	 
	(b)	Any
    instructions given by the Majority Lenders shall be in writing and be binding on all the Lenders.
	 	 
	(c)	The
    Security Agent may refrain from acting in accordance with the instructions of the Facility Agent until it has received such
    security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying
    with the instructions.
	 	 
	(d)	In
    the absence of instructions from the Facility Agent, the Security Agent shall not be obliged to take any action.
	 	 
	 	The
    Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining the relevant Finance Party’s
    consent) in any legal or arbitration proceedings relating to any Security Document. Subject to the terms of the Transaction
    Documents, this paragraph (d) shall not apply to any legal or arbitration proceedings relating to the perfection preservation
    or protection of rights under the Security Documents or enforcement of the Transaction Security or any Security Documents.
	 	 
	30	Conduct
    of Business by the Finance Parties
	 	 
	 	No
    provision of this Agreement will:
	 	 
	(a)	interfere
    with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;



 



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	(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.
	 	 
	31	Sharing
    among the Finance Parties
	 	 
	31.1	Payments
    to Finance Parties
	 	 
	 	If
    a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from a Transaction Obligor
    other than in accordance with Clause 32 (Payment Mechanics) (a “Recovered Amount”) and applies that
    amount to a payment due to it under the Finance Documents then:
	 	 
	(a)	the
    Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Facility Agent;
	 	 
	(b)	the
    Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would
    have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with
    Clause 32 (Payment Mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation
    to the receipt, recovery or distribution; and
	 	 
	(c)	the
    Recovering Finance Party shall, within three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount
    (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines
    may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 32.5 (Application
    of receipts; partial payments).
	 	 
	31.2	Redistribution
    of payments
	 	 
	 	The
    Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Transaction Obligor and distribute it
    among the Finance Parties (other than the Recovering Finance Party) (the “Sharing Finance Parties”) in
    accordance with Clause 32.5 (Application of receipts; partial payments) towards the obligations of that Transaction
    Obligor to the Sharing Finance Parties.
	 	 
	31.3	Recovering
    Finance Party’s rights
	 	 
	 	On
    a distribution by the Facility Agent under Clause 31.2 (Redistribution of payments) of a payment received by a Recovering
    Finance Party from a Transaction Obligor, as between the relevant Transaction Obligor and the Recovering Finance Party, an
    amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Transaction Obligor.


 




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	31.4	Reversal
    of redistribution
	 	 
	 	If
    any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that
    Recovering Finance Party, then:
	 	 
	(a)	each
    Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering
    Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary
    to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering
    Finance Party is required to pay) (the “Redistributed Amount”); and
	 	 
	(b)	as
    between the relevant Transaction Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed
    Amount will be treated as not having been paid by that Transaction Obligor.
	 	 
	31.5	Exceptions
	 	 
	(a)	This
    Clause 31 (Sharing among the Finance Parties) shall not apply to the extent that the Recovering Finance Party would
    not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Transaction
    Obligor.
	 	 
	(b)	A
    Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party
    has received or recovered as a result of taking legal or arbitration proceedings, if:


 


	 	(i)	it
    notified that other Finance Party of the legal or arbitration proceedings; and
	 	 	 
	 	(ii)	that
    other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon
    as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.


 




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Section
11



Administration


 


	32	Payment
    Mechanics
	 	 
	32.1	Payments
    to the Facility Agent
	 	 
	(a)	On
    each date on which a Transaction Obligor or a Lender is required to make a payment under a Finance Document, that Transaction
    Obligor or Lender shall make an amount equal to such payment available to the Facility Agent (unless a contrary indication
    appears in a Finance Document) for value on the due date at the time and in such funds specified by the Facility Agent as
    being customary at the time for settlement of transactions in the relevant currency in the place of payment.
	 	 
	(b)	Payment
    shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro,
    in a principal financial centre in such Participating Member State or London, as specified by the Facility Agent) and with
    such bank as the Facility Agent, in each case, specifies.
	 	 
	32.2	Distributions
    by the Facility Agent
	 	 
	 	Each
    payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 32.3 (Distributions
    to a Transaction Obligor) and Clause 32.4 (Clawback and pre-funding) be made available by the Facility Agent as
    soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case
    of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Facility Agent by not
    less than five Business Days’ notice with a bank specified by that Party in the principal financial centre of the country
    of that currency or, in relation to euro, in a principal financial centre in such Participating Member State or London, as
    specified by that Party or, in the case of the Loan, to such account of such person as may be specified by the Borrower in
    the Utilisation Request.
	 	 
	32.3	Distributions
    to a Transaction Obligor
	 	 
	 	The
    Facility Agent may (with the consent of the Transaction Obligor or in accordance with Clause 33 (Set-Off)) apply any
    amount received by it for that Transaction Obligor in or towards payment (on the date and in the currency and funds of receipt)
    of any amount due from that Transaction Obligor under the Finance Documents or in or towards purchase of any amount of any
    currency to be so applied.
	 	 
	32.4	Clawback
    and pre-funding
	 	 
	(a)	Where
    a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged
    to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to
    establish to its satisfaction that it has actually received that sum.
	 	 
	(b)	If
    the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not actually received
    that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility
    Agent shall on demand refund the same to the Facility Agent together with interest on that amount from the date of payment
    to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.


 




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	32.5	Application
    of receipts; partial payments
	 	 
	(a)	If
    the Facility Agent or the Security Agent (as applicable) receives a payment that is insufficient to discharge all the amounts
    then due and payable by a Transaction Obligor under the Finance Documents, the Facility Agent or the Security Agent (as applicable)
    shall apply that payment towards the obligations of that Transaction Obligor under the Finance Documents in the following
    order:


 


	 	(i)	first,
    in or towards payment pro rata of any unpaid fees, costs and expenses of, and any other amounts owing to, the Facility Agent,
    the Security Agent, any Receiver or any Delegate under the Finance Documents;
	 	 	 
	 	(ii)	secondly,
    in or towards payment pro rata of any accrued interest and fees due but unpaid to the Lenders under this Agreement;
	 	 	 
	 	(iii)	thirdly,
    in or towards payment pro rata of any principal due but unpaid to the Lenders under this Agreement; and
	 	 	 
	 	(iv)	fourthly,
    in or towards payment pro rata of any other sum due to any Finance Party but unpaid under the Finance Documents.


 


	(b)	The
    Facility Agent shall, if so directed by the Majority Lenders, vary, or instruct the Security Agent to vary (as applicable)
    the order set out in sub-paragraphs (ii) to (iv) of paragraph (a) above.
	 	 
	(c)	Paragraphs
    (a) and (b) above will override any appropriation made by a Transaction Obligor.
	 	 
	32.6	No
    set-off by Transaction Obligors
	 	 
	 	All
    payments to be made by a Transaction Obligor under the Finance Documents shall be calculated and be made without (and free
    and clear of any deduction for) set-off or counterclaim.
	 	 
	32.7	Business
    Days
	 	 
	(a)	Any
    payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next
    Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).
	 	 
	(b)	During
    any extension of the due date for payment of any principal or an Unpaid Sum under this Agreement interest is payable on the
    principal or Unpaid Sum at the rate payable on the original due date.
	 	 
	32.8	Currency
    of account
	 	 
	(a)	Subject
    to paragraphs (b) and (c) below, dollars is the currency of account and payment for any sum due from a Transaction Obligor
    under any Finance Document.
	 	 
	(b)	Each
    payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.


 




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	(c)	Any
    amount expressed to be payable in a currency other than dollars shall be paid in that other currency.
	 	 
	32.9	Change
    of currency
	 	 
	(a)	Unless
    otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank
    of any country as the lawful currency of that country, then:


 


	 	(i)	any
    reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country
    shall be translated into, or paid in, the currency or currency unit of that country designated by the Facility Agent (acting
    on the instructions of the Majority Lenders) (after consultation with the Borrower); and
	 	 	 
	 	(ii)	any
    translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central
    bank for the conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent (acting
    on the instructions of the Majority Lenders).
	 	 	 
	 (b)	If
    a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent (acting on the instructions
    of the Majority Lenders and after consultation with the Borrower) specifies (acting on the instructions of the Majority Lenders)
    to be necessary, be amended to comply with any generally accepted conventions and market practice in the London interbank
    market and otherwise to reflect the change in currency.


 


	32.10	Currency
    Conversion
	 	 
	(a)	For
    the purpose of, or pending any payment to be made by any Servicing Party under any Finance Document, such Servicing Party
    may convert any moneys received or recovered by it from one currency to another, at a market rate of exchange available to
    that Servicing Party in its usual course of business.
	 	 
	(b)	The
    obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the
    due currency purchased after deducting the costs of conversion.
	 	 
	32.11	Disruption
    to Payment Systems etc.
	 	 
	 	If
    either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified
    by the Borrower that a Disruption Event has occurred:
	 	 
	(a)	the
    Facility Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with
    the Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the
    circumstances;
	 	 
	(b)	the
    Facility Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) above
    if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree
    to such changes;
	 	 
	(c)	the
    Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall
    not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;


 




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	(d)	any
    such changes agreed upon by the Facility Agent and the Borrower shall (whether or not it is finally determined that a Disruption
    Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver
    of) the terms of the Finance Documents notwithstanding the provisions of Clause 41 (Amendments and Waivers);
	 	 
	(e)	the
    Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability
    whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but
    not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any
    actions pursuant to or in connection with this Clause 32.11 (Disruption to Payment Systems etc.); and
	 	 
	(f)	the
    Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
	 	 
	33	Set-Off
	 	 
	 	A
    Finance Party may set off any matured obligation due from a Transaction Obligor under the Finance Documents (to the extent
    beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Transaction Obligor,
    regardless of the 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.
	 	 
	34	Bail-In
	 	 
	 	Notwithstanding
    any other term of any Finance Document or any other agreement, arrangement or understanding between the parties to a Finance
    Document, each Party acknowledges and accepts that any liability of any party to a Finance Document under or in connection
    with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts
    to be bound by the effect of:
	 	 
	(a)	any
    Bail-In Action in relation to any such liability, including (without limitation):


 


	 	(i)	a
    reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest)
    in respect of any such liability;
	 	 	 
	 	(ii)	a
    conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or
    conferred on, it; and
	 	 	 
	 	(iii)	a
    cancellation of any such liability; and


 


	(b)	a
    variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to
    any such liability.
	 	 
	35	Notices
	 	 
	35.1	Communications
    in writing
	 	 
	 	Any
    communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise
    stated, may be made by fax, letter or, subject to Clause 35.5 (Electronic communication), by electronic mail.


 




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	35.2	Addresses
	 	 
	 	The
    address, fax number and electronic mail address (and the department or officer, if any, for whose attention the communication
    is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance
    Documents are:
	 	 
	(a)	in
    the case of the Borrower, that specified in Schedule 1 (The Parties);
	 	 
	(b)	in
    the case of each Lender or any other Obligor, that specified in Schedule 1 (The Parties) or, if it becomes a Party
    after the date of this Agreement, that notified in writing to the Facility Agent on or before the date on which it becomes
    a Party;
	 	 
	(c)	in
    the case of the Facility Agent, that specified in Schedule 1 (The Parties); and
	 	 
	(d)	in
    the case of the Security Agent, that specified in Schedule 1 (The Parties),
	 	 
	 	or
    any substitute address, fax number or department or officer as the Party may notify to the Facility Agent (or the Facility
    Agent may notify to the other Parties, if a change is made by the Facility Agent) by not less than five Business Days’
    notice.
	 	 
	35.3	Delivery
	 	 
	(a)	Any
    communication or document made or delivered by one person to another under or in connection with the Finance Documents will
    only be effective:


 


	 	(i)	if
    by way of fax, when received in legible form; or
	 	 	 
	 	(ii)	if
    by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage
    prepaid in an envelope addressed to it at that address; or 
	 	 	 
	 	(iii)	if
    by way of electronic mail, in accordance with Clause 35.5 (Electronic communication), 
	 	 	 
	 	and,
    if a particular department or officer is specified as part of its address details provided under Clause 35.2 (Addresses),
    if addressed to that department or officer.


 


	(b)	Any
    communication or document to be made or delivered to a Servicing Party will be effective only when actually received by that
    Servicing Party and then only if it is expressly marked for the attention of the department or officer of that Servicing Party
    specified in Schedule 1 (The Parties) (or any substitute department or officer as that Servicing Party shall specify
    for this purpose).
	 	 
	(c)	All
    notices from or to a Transaction Obligor shall be sent through the Facility Agent unless otherwise specified in any Finance
    Document.
	 	 
	(d)	Any
    communication or document made or delivered to the Borrower in accordance with this Clause will be deemed to have been made
    or delivered to each of the Transaction Obligors.
	 	 
	(e)	Any
    communication or document which becomes effective, in accordance with paragraphs (a) to (d) above, after 5.00 p.m. in the
    place of receipt shall be deemed only to become effective on the following day.


 




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	35.4	Notification
    of address and fax number
	 	 
	 	Promptly
    upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause 35.2 (Addresses)
    or changing its own address or fax number, the Facility Agent shall notify the other Parties.
	 	 
	35.5	Electronic
    communication
	 	 
	(a)	Any
    communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic
    mail or other electronic means (including, without limitation, by way of posting to a secure website) if those two Parties:


 


	 	(i)	notify
    each other in writing of their electronic mail address and/or any other information required to enable the transmission of
    information by that means; and
	 	 	 
	 	(ii)	notify
    each other of any change to their address or any other such information supplied by them by not less than five Business Days’
    notice.


 


	(b)	Any
    such electronic communication as specified in paragraph (a) above to be made between an Obligor and a Finance Party may only
    be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to
    be an accepted form of communication.
	 	 
	(c)	Any
    such electronic communication as specified in paragraph (a) above made between any two Parties will be effective only when
    actually received (or made available) in readable form and in the case of any electronic communication made by a Party to
    the Facility Agent or the Security Agent only if it is addressed in such a manner as the Facility Agent or the Security Agent
    shall specify for this purpose.
	 	 
	(d)	Any
    electronic communication which becomes effective, in accordance with paragraph (c) above, after 5.00 p.m. in the place in
    which the Party to whom the relevant communication is sent or made available has its address for the purpose of this Agreement
    shall be deemed only to become effective on the following day.
	 	 
	(e)	Any
    reference in a Finance Document to a communication being sent or received shall be construed to include that communication
    being made available in accordance with this Clause 35.5 (Electronic communication).
	 	 
	35.6	English
    language
	 	 
	(a)	Any
    notice given under or in connection with any Finance Document must be in English.
	 	 
	(b)	All
    other documents provided under or in connection with any Finance Document must be:


 


	 	(i)	in
    English; or
	 	 	 
	 	(ii)	if
    not in English, and if so required by the Facility Agent (acting on the instructions of the Majority Lenders), accompanied
    by a certified English translation prepared by a translator approved by the Facility Agent (acting on the instructions of
    the Majority Lenders) and, in this case, the English translation will prevail unless the document is a constitutional, statutory
    or other official document.


 






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	36	Calculations
    and Certificates
	 	 
	36.1	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.
	 	 
	36.2	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.
	 	 
	36.3	Day
    count convention
	 	 
	 	Any
    interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of
    the actual number of days elapsed and a year of 360 days or, in any case where the practice in the London interbank market
    differs, in accordance with that market practice.
	 	 
	37	Partial
    Invalidity
	 	 
	 	If,
    at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any
    law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions under the law of that
    jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in
    any way be affected or impaired.
	 	 
	38	Remedies
    and Waivers
	 	 
	 	No
    failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right or remedy under a Finance Document
    shall operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Document. No election
    to affirm any Finance Document on the part of a Secured Party shall be effective unless it is in writing. No single or partial
    exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy.
    The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided
    by law.
	 	 
	39	Settlement
    or Discharge Conditional
	 	 
	 	Any
    settlement or discharge under any Finance Document between any Finance Party and any Transaction Obligor shall be conditional
    upon no security or payment to any Finance Party by any Transaction Obligor or any other person being set aside, adjusted
    or ordered to be repaid, whether under any insolvency law or otherwise.
	 	 
	40	Irrevocable
    Payment
	 	 
	 	If
    the Facility Agent considers that an amount paid or discharged by, or on behalf of, a Transaction Obligor or by any other
    person in purported payment or discharge of an obligation of that Transaction Obligor to a Secured Party under the Finance
    Documents is capable of being avoided or otherwise set aside on the liquidation or administration of that Transaction Obligor
    or otherwise, then that amount shall not be considered to have been unconditionally and irrevocably paid or discharged for
    the purposes of the Finance Documents.



 






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	41	Amendments
    and Waivers
	 	 
	41.1	Required
    consents
	 	 
	(a)	Subject
    to Clause 41.2 (All Lender matters) and Clause 41.3 (Other exceptions) any term of the Finance Documents may
    be amended or waived only with the consent of the Majority Lenders and, in the case of an amendment, the Obligors and any
    such amendment or waiver will be binding on all Parties.
	 	 
	(b)	The
    Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 41 (Amendments
    and Waivers).
	 	 
	(c)	Without
    prejudice to the generality of Clause 28.7 (Rights and discretions), the Facility Agent may at the Borrower’s
    cost engage and rely on the services of lawyers in determining the consent level required for and effecting any amendment,
    waiver or consent under this Agreement.
	 	 
	(d)	Paragraph
    (c) of Clause 26.9 (Pro rata interest settlement) shall apply to this Clause 41 (Amendments and Waivers).
	 	 
	41.2	All
    Lender matters
	 	 
	 	An
    amendment of or waiver or consent in relation to any term of any Finance Document that has the effect of changing or which
    relates to:
	 	 
	(a)	the
    definition of “Majority Lenders” in Clause 1.1 (Definitions);
	 	 
	(b)	a
    postponement to or extension of the date of payment of any amount under the Finance Documents;
	 	 
	(c)	a
    reduction in the Margin or the amount of any payment of principal, interest, fees or commission payable;
	 	 
	(d)	a
    change in currency of payment of any amount under the Finance Documents;
	 	 
	(e)	an
    increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation
    of Commitments reduces the Commitments rateably under the Facility;
	 	 
	(f)	a
    change to any Transaction Obligor other than in accordance with Clause 27 (Changes to the Transaction Obligors);
	 	 
	(g)	any
    provision which expressly requires the consent of all the Lenders;
	 	 
	(h)	this
    Clause 41 (Amendments and Waivers);
	 	 
	(i)	any
    change to the preamble (Background), Clause 2 (The Facility), Clause 3 (Purpose), Clause 5 (Utilisation),
    Clause 7.4 (Mandatory prepayment on sale or Total Loss), Clause 8 (Interest), Clause 24 (Earnings Account
    and Application of Earnings), Clause 26 (Changes to the Lenders), Clause 31 (Sharing among the Finance Parties),
    Clause 44 (Governing Law) or Clause 45 (Enforcement);



 






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	(j)	any
    release of, or material variation to, any Transaction Security, guarantee, indemnity or subordination arrangement set out
    in a Finance Document (except in the case of a release of Transaction Security as it relates to the disposal of an asset which
    is the subject of the Transaction Security and where such disposal is expressly permitted by the Majority Lenders or otherwise
    under a Finance Document);
	 	 
	(k)	(other
    than as expressly permitted by the provisions of any Finance Document) the nature or scope of:


 


	 	(i)	the
    guarantee and indemnity granted under Clause 16 (Guarantee and Indemnity);
	 	 	 
	 	(ii)	the
    Security Assets; or
	 	 	 
	 	(iii)	the
    manner in which the proceeds of enforcement of the Transaction Security are distributed,


 


	 	(except
    in the case of sub-paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject
    of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document);
	 	 
	(l)	the
    release of the guarantee and indemnity granted under Clause 16 (Guarantee and Indemnity) or of any Transaction Security
    unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is
    the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other
    Finance Document,
	 	 
	 	shall
    not be made, or given, without the prior consent of all the Lenders.
	 	 
	41.3	Other
    exceptions
	 	 
	(a)	An
    amendment or waiver which relates to the rights or obligations of a Servicing Party (in its capacity as such) may not be effected
    without the consent of that Servicing Party.
	 	 
	(b)	The
    Borrower and the Facility Agent or the Borrower and the Security Agent, as applicable, may amend in writing or waive a term
    of an Agency Fee Letter and/or the Deferred Fee Agreement to which they are party.
	 	 
	41.4	Obligor
    Intent
	 	 
	 	Without
    prejudice to the generality of Clauses 1.2 (Construction) and 16.4 (Waiver of defences), each Obligor expressly
    confirms that it intends that any guarantee contained in this Agreement or any other Finance Document and any Security created
    by any Finance Document shall extend from time to time to any (however fundamental) variation, increase, extension or addition
    of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for
    the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital;
    enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any
    other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which
    any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with
    any of the foregoing.



 






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	42	Confidential
    Information
	 	 
	42.1	Confidentiality
	 	 
	 	Each
    Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent
    permitted by Clause 42.2 (Disclosure of Confidential Information) and Clause 42.3 (Disclosure to numbering service
    providers) and to ensure that all Confidential Information is protected with security measures and a degree of care that
    would apply to its own confidential information.
	 	 
	42.2	Disclosure
    of Confidential Information
	 	 
	 	Any
    Finance Party may disclose:
	 	 
	(a)	to
    any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors,
    partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person
    to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential
    nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be
    no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of
    the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;
	 	 
	(b)	to
    any person:


 


	 	(i)	to
    (or through) whom it assigns or transfers all or any of its rights and/or obligations under one or more Finance Documents
    or which succeeds (or which may potentially succeed) it as Facility Agent or Security Agent and, in each case, to any of that
    person’s Affiliates, Related Funds, Representatives and professional advisers;
	 	 	 
	 	(ii)	with
    (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in
    relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance
    Documents and/or one or more Transaction Obligors and to any of that person’s Affiliates, Related Funds, Representatives
    and professional advisers;
	 	 	 
	 	(iii)	appointed
    by any Finance Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to receive communications,
    notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation,
    any person appointed under paragraph (c) of Clause 28.14 (Relationship with the other Finance Parties));
	 	 	 
	 	(iv)	who
    invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction
    referred to in sub-paragraph (i) or (ii) of paragraph (b) above;
	 	 	 
	 	(v)	to
    whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking,
    taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable
    law or regulation;



 






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	 	(vi)	to
    whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitrations, administrative
    or other investigations, proceedings or disputes;
	 	 	 
	 	(vii)	to
    whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause
    26.8 (Security over Lenders’ rights);
	 	 	 
	 	(viii)	who
    is a Party, a Transaction Obligor or any related entity of a Transaction Obligor;
	 	 	 
	 	(ix)	as
    a result of the registration of any Finance Document as contemplated by any Finance Document or any legal opinion obtained
    in connection with any Finance Document; or
	 	 	 
	 	(x)	with
    the consent of the Borrower;
	 	 	 
	 	in
    each case, such Confidential Information as that Finance Party shall consider appropriate if:


 


	 	(A)	in
    relation to sub-paragraphs (i), (ii) and (iii) of paragraph (b) above, the person to whom the Confidential Information is
    to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality
    Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality
    of the Confidential Information;
	 	 	 
	 	(B)	in
    relation to sub-paragraph (iv) of paragraph (b) above, the person to whom the Confidential Information is to be given has
    entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential
    Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;
	 	 	 
	 	(C)	in
    relation to sub-paragraphs (v), (vi) and (vii) of paragraph (b) above, the person to whom the Confidential Information is
    to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive
    information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable
    so to do in the circumstances;


 


	(c)	to
    any person appointed by that Finance Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies
    to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation,
    in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be
    required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c)
    if the service provider to whom the Confidential Information is to be given has entered in to a confidentiality agreement
    substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers
    or such other form of confidentiality undertaking agreed between the Borrower and the relevant Finance Party; and
	 	 
	(d)	to
    any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to
    enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Transaction
    Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and
    that some or all of such Confidential Information may be price-sensitive information.



 






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	42.3	Disclosure
    to numbering service providers
	 	 
	(a)	Any
    Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to
    provide identification numbering services in respect of this Agreement, the Facility and/or one or more Transaction Obligors
    the following information:


 


	 	(i)	names
    of Transaction Obligors;
	 	 	 
	 	(ii)	country
    of domicile of Transaction Obligors;
	 	 	 
	 	(iii)	place
    of incorporation of Transaction Obligors;
	 	 	 
	 	(iv)	date
    of this Agreement;
	 	 	 
	 	(v)	Clause
    44 (Governing Law);
	 	 	 
	 	(vi)	the
    name of the Facility Agent;
	 	 	 
	 	(vii)	date
    of each amendment and restatement of this Agreement;
	 	 	 
	 	(viii)	amount
    of Total Commitments;
	 	 	 
	 	(ix)	currency
    of the Facility;
	 	 	 
	 	(x)	type
    of Facility;
	 	 	 
	 	(xi)	ranking
    of Facility;
	 	 	 
	 	(xii)	Termination
    Date for Facility;
	 	 	 
	 	(xiii)	changes
    to any of the information previously supplied pursuant to sub-paragraphs (i) to (xii) above; and
	 	 	 
	 	(xiv)	such
    other information agreed between such Finance Party and the Borrower,


 


	 	to
    enable such numbering service provider to provide its usual syndicated loan numbering identification services.
	 	 
	(b)	The
    Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or one or more
    Transaction Obligors by a numbering service provider and the information associated with each such number may be disclosed
    to users of its services in accordance with the standard terms and conditions of that numbering service provider.
	 	 
	(c)	Each
    Obligor represents, on behalf of itself and the other Transaction Obligors, that none of the information set out in sub-paragraphs
    (i) to (xiv) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information.
	 	 
	42.4	Entire
    agreement
	 	 
	 	This
    Clause 42 (Confidential Information) constitutes the entire agreement between the Parties in relation to the obligations
    of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement,
    whether express or implied, regarding Confidential Information.



 






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	42.5	Inside
    information
	 	 
	 	Each
    of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information
    and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating
    to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for
    any unlawful purpose.
	 	 
	42.6	Notification
    of disclosure
	 	 
	 	Each
    of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:
	 	 
	(a)	of
    the circumstances of any disclosure of Confidential Information made pursuant to sub-paragraph (v) of paragraph (b) of Clause
    42.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to
    in that paragraph during the ordinary course of its supervisory or regulatory function; and
	 	 
	(b)	upon
    becoming aware that Confidential Information has been disclosed in breach of this Clause 42 (Confidential Information).
	 	 
	42.7	Continuing
    obligations
	 	 
	 	The
    obligations in this Clause 42 (Confidential Information) are continuing and, in particular, shall survive and remain
    binding on each Finance Party for a period of 24 months from the earlier of:
	 	 
	(a)	the
    date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all
    Commitments have been cancelled or otherwise cease to be available; and
	 	 
	(b)	the
    date on which such Finance Party otherwise ceases to be a Finance Party.
	 	 
	43	Counterparts
	 	 
	 	Each
    Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts
    were on a single copy of the Finance Document.



 



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Section
12



Governing Law and Enforcement


 


	44	Governing
    Law
	 	 
	 	This
    Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
	 	 
	45	Enforcement
	 	 
	45.1	Jurisdiction
	 	 
	(a)	Unless
    specifically provided in another Finance Document in relation to that Finance Document, the courts of England have exclusive
    jurisdiction to settle any dispute arising out of or in connection with any Finance Document (including a dispute regarding
    the existence, validity or termination of any Finance Document or any non-contractual obligation arising out of or in connection
    with any Finance Document) (a “Dispute”).
	 	 
	(b)	The
    Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly
    no Obligor will argue to the contrary.
	 	 
	(c)	This
    Clause 45.1 (Jurisdiction) is for the benefit of the Secured Parties only. As a result, no Secured Party shall be prevented
    from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Secured
    Parties may take concurrent proceedings in any number of jurisdictions.
	 	 
	45.2	Service
    of process
	 	 
	(a)	Without
    prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in
    England and Wales):


 


	 	(i)	irrevocably
    appoints Atlas Maritime Services Limited at their registered office for the time being, presently at Enterprise House, 113-115
    George Lane, E18 1AB, London as its agent for service of process in relation to any proceedings before the English courts
    in connection with any Finance Document; and
	 	 	 
	 	(ii)	agrees
    that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.


 


	(b)	If
    any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the
    Borrower (on behalf of all the Obligors) must immediately (and in any event within 5 days of such event taking place) appoint
    another agent on terms acceptable to the Facility Agent. Failing this, the Facility Agent may appoint another agent for this
    purpose.
	 	 
	46	Patriot
    Act Notice
	 	 
	46.1	Patriot
    Act Notice
	 	 
	 	Each
    of the Facility Agent and the Lenders hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act and
    the policies and practices of the Facility Agent and each Lender, the Facility Agent and each of the Lenders is required to
    obtain, verify and record certain information and documentation that identifies each Transaction Obligor, which information
    includes the name and address of each Transaction Obligor and such other information that will allow the Facility Agent and
    each of the Lenders to identify each Transaction Obligor in accordance with the PATRIOT Act.


 


This
Agreement has been entered into on the date stated at the beginning of this Agreement.


 




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Schedule
1



 


The
Parties


 


Part
A



 


The
Obligors


 


	Name
    of Borrower	Place
    of Incorporation	Registration
    number (or equivalent, if any)	Address
    for Communication
	 	 	 	 
	Eighthone
    Corp.	The
    Republic of the Marshall Islands	59568	c/o
                                         Pyxis Maritime Corp.

        59
        Konstantinou Karamanli Street

        151
        25 Marousi

        Greece

        Fax
        No: +30 210 6510 530

        Attn:
        the Chief Financial Officer

	 	 	 	 
	Name
    of Guarantor	Place
    of Incorporation	Registration
    number (or equivalent, if any)	Address
    for Communication
	 	 	 	 
	Pyxis
    Tankers Inc.	The
    Republic of the Marshall Islands	75383	c/o
                                         Pyxis Maritime Corp.

        59
        Konstantinou Karamanli Street

        151
        25 Marousi

        Greece

        Fax
        No: +30 210 6510 530

        Attn:
        the Chief Financial Officer



 




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Part
B



The Original Lenders


 


	Name
    of Original Lender	Commitment	Address
    for Communication
	 	 	 
	Blue
    Ocean Income Fund LP	$7,740,436	Blue
                                         Ocean Income Fund LP

        c/o
        EnTrust Partners LLC

        375
        Park Avenue

        New
        York, NY 10152

         

        Facsimile:
        +1 212 888 0751

        Email:
        sengh@entrustpermal.com

        /odonnerstein@entrustpermal.com/

        mlux@entrustpermal.com

        Attention:
        Svein Engh / Omer Donnerstein / Matthew Lux

         

	Blue
    Ocean Onshore Fund LP	$3,203,564	Blue
                                         Ocean Onshore Fund LP

        c/o
        EnTrust Partners LLC

        375
        Park Avenue

        New
        York, NY 10152

         

        Facsimile:
        +1 212 888 0751

        Email:sengh@entrustpermal.com
        /odonnerstein@entrustpermal.com/ mlux@entrustpermal.com

        Attention:
        Svein Engh / Omer Donnerstein / Matthew Lux

         

        

	Blue
    Ocean Investments SPC One	$1,536,00	Blue
                                         Ocean Investments SPC One

        c/o
        EnTrust Partners LLC

        375
        Park Avenue

        New
        York, NY 10152

         

        Facsimile:
        +1 212 888 0751

        Email:sengh@entrustpermal.com
        /odonnerstein@entrustpermal.com/ mlux@entrustpermal.com

        Attention:
        Svein Engh / Omer Donnerstein / Matthew Lux

         

        

	Blue
    Ocean Investments SPC Three	$11,520,000	Blue
                                         Ocean Investments SPC Three

        c/o
        EnTrust Partners LLC

        375
        Park Avenue

        New
        York, NY 10152

         

        Facsimile:
        +1 212 888 0751

        Email:sengh@entrustpermal.com
        /odonnerstein@entrustpermal.com/ mlux@entrustpermal.com

        Attention:
        Svein Engh / Omer Donnerstein / Matthew Lux

        



 




    	137



    	 



    


 


Part
C


 


The
Servicing Parties


 


	Name
    of Facility Agent	Address
    for Communication
	 	 
	Wilmington
    Trust, National Association	Wilmington
                                         Trust, National Association

        Attention:
        Eighthone Corp Administrator

        50
        South Sixth Street, Suite 1290 Minneapolis, MN 55402

        Fax:
        612-217-5651

        

	 	 
	Name
    of Security Agent	Address
    for Communication
	 	 
	Wilmington
    Trust, National Association	Wilmington
                                         Trust, National Association

        Attention:
        Eighthone Corp Administrator

        50
        South Sixth Street, Suite 1290 Minneapolis, MN 55402

        Fax:
        612-217-5651

        




 






    	138



    	 



    

 


Schedule
2



Conditions Precedent


 


Part
A



 


Conditions
precedent to Utilisation Request


 


	1	Obligors


 


	1.1	A
    copy of the constitutional documents of each Transaction Obligor.
	 	 
	1.2	A
    copy of a resolution of the board of directors of each Obligor:
	 	 
	(a)	approving
    the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute
    the Finance Documents to which it is a party;
	 	 
	(b)	authorising
    a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and
	 	 
	(c)	authorising
    a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, the
    Utilisation Request) to be signed and/or despatched by it under, or in connection with, the Finance Documents to which it
    is a party.
	 	 
	1.3	An
    original of the power of attorney of any Transaction Obligor authorising a specified person or persons to execute the Finance
    Documents to which it is a party.
	 	 
	1.4	A
    specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above.


 


	2	Finance
    Documents


 


	2.1	A
    duly executed original of any Subordination Agreement and copies of each Subordinated Finance Document.
	 	 
	2.2	A
    duly executed original this Agreement.
	 	 
	2.3	A
    duly executed original of any other document required to be delivered by each Finance Document if not otherwise referred to
    this Schedule 2 (Conditions Precedent).


 


	3	Security


 


	3.1	A
    duly executed original of any Subordinated Debt Security.


 


	4	Legal
    opinions


 


	4.1	A
    legal opinion of Watson Farley & Williams, legal advisers to the Facility Agent and the Security Agent in England, substantially
    in the form distributed to the Original Lenders before signing this Agreement.
	 	 
	4.2	If
    a Transaction Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers
    to the Facility Agent and the Security Agent in the relevant jurisdiction, substantially in the form distributed to the Original
    Lenders before signing this Agreement.








 


	5	Other
    documents and evidence


 


	5.1	Evidence
    that any process agent referred to in Clause 45.2 (Service of process) has accepted its appointment.
	 	 
	5.2	A
    copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary
    or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions
    contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document.
	 	 
	5.3	The
    Original Financial Statements.
	 	 
	5.4	The
    original of any mandates or other documents required in connection with the opening or operation of the Earnings Account.
	 	 
	5.5	Such
    evidence as the Facility Agent may require for the Finance Parties to be able to satisfy each of their “know your customer”
    or similar identification procedures in relation to the transactions contemplated by the Finance Documents.


 




    	139



    	 



    





 


Part
B



 


Conditions
precedent to Utilisation


 


	1
    	Release
    of Existing Security


 


		An
                                         original of the Deed of Release and of each document to be delivered under or pursuant
                                         to it, together with evidence satisfactory to the Facility Agent (acting on the instructions
                                         of the Majority Lenders) of its due execution by the parties to it.



 


	2	Finance
    Documents


 


	2.1	A
    duly executed original of any Finance Document not otherwise referred to in this Schedule 2 (Conditions Precedent).
	 	 
	2.2	A
    duly executed original of any other document required to be delivered by each Finance Document if not otherwise referred to
    this Schedule 2 (Conditions Precedent).


 


	3
    	Ship
    and other security


 


	3.1
    	A
    duly executed original of the Account Security, the Shares Security Mortgage, the General Assignment and any Charter Assignment
    and of each document to be delivered under or pursuant to each of them together with documentary evidence that the Mortgage
    has been duly registered or recorded (as applicable) as a valid first preferred or priority (as applicable) ship mortgage
    in accordance with the laws of the jurisdiction of the Approved Flag.


 


	3.2	Documentary
    evidence that the Ship:


 


	(a)	is
    definitively and permanently registered in the name of the Borrower under the Approved Flag.
	 	 
	(b)	is
    in the absolute and unencumbered ownership of the Borrower save as contemplated by the Finance Documents;
	 	 
	(c)	maintains
    the Approved Classification with the Approved Classification Society free of all overdue recommendations and conditions of
    the Approved Classification Society; and
	 	 
	(d)	 is
    insured in accordance with the provisions of this Agreement and all requirements in this Agreement in respect of insurances
    have been complied with.


 


	3.3
    	Documents
    establishing that the Ship will, as from the Utilisation Date, be managed commercially by the Approved Commercial Manager
    and managed technically by the Approved Technical Manager on terms acceptable to the Facility Agent acting with the authorisation
    of all of the Lenders, together with:
	 	 
	(a)	a
    Manager’s Undertaking for each of the Approved Technical Manager and the Approved Commercial Manager; and
	 	 
	(b)	copies
    of the Approved Technical Manager’s Document of Compliance and of the Ship’s Safety Management Certificate (together
    with any other details of the applicable Safety Management System which the Facility Agent requires (acting on the instructions
    of the Majority Lenders)) and of any other documents required under the ISM Code and the ISPS Code in relation to the Ship
    including without limitation an ISSC.


 


	3.4	An
    opinion from an independent insurance consultant acceptable to the Facility Agent (acting on the instructions of the Majority
    Lenders) on such matters relating to the Insurances as the Facility Agent may require (acting on the instructions of the Majority
    Lenders).


 


	3.5	Evidence
    that the Minimum Liquidity Amount is standing, or will be standing immediately after the Utilisation of the Loan, to the credit
    of the Liquidity Account.


 


	4
    	Legal
    opinions


 


		Legal
                                         opinions of the legal advisers to the Facility Agent and the Security Agent in the jurisdiction
                                         of the Approved Flag of the Ship, Marshall Islands and such other relevant jurisdictions
                                         as the Facility Agent may require.



 


	5
    	Other
    documents and evidence


 


	5.1
    	Evidence
    that the fees, costs and expenses then due from the Borrower pursuant to Clause 10 (Fees) and Clause 15 (Costs and
    Expenses) have been paid or will be paid by the Utilisation Date.


 




    	140



    	 



    


 


Schedule
3



 


Requests


 


UTILISATION
REQUEST


 


From:
[●]




 


	To:	Wilmington
                                         Trust, National Association



 


Dated:
[●] 2018


 


Dear
Sirs


 


Eighthone
Corp. – $24,000,000 Facility Agreement dated [●] September 2018 (the “Agreement”)


 


	1	We
    refer to the Agreement. This is the Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation
    Request unless given a different meaning in this Utilisation Request.
	 	 
	2	We
    wish to borrow the Loan on the following terms:


 


	Proposed
    Utilisation Date:	[●]
    2018 (or, if that is not a Business Day, the next Business Day)
	 	 
	Amount:
    	[$24,000,000]
	 	 
	Interest
    Period for the Loan: 	[3
    months]


 


	3
    	You
    are authorised and requested to deduct from the Loan prior to funds being remitted the following amounts set out against the
    following items:


 


	Fees
    payable on the Utilisation date pursuant to Clause 10	(Fees)
    $[●]
	 	 
	Net
    proceeds of Loan 	$[[●]]]


 


	4
    	[We
    request that funds are prepositioned with [include details of relevant bank] in accordance with Clause 5.8 (Prepositioning
    of Funds).]
	 	 
	5
    	We
    hereby agree and acknowledge that the Facility Agent shall make payments strictly on the basis of the information set forth
    in this Utilisation Request hereto even if such information is incorrect. In the event that any of such information is incorrect,
    we agree that the Facility Agent shall not have any liability with respect thereto. 
	 	 
	6
    	We
    confirm that each condition specified in Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Further conditions
    precedent) of the Agreement as they relate to the Loan is satisfied on the date of this Utilisation Request.
	 	 
	7
    	The
    net proceeds of the Loan should be credited to [●].
	 	 
	8
    	This
    Utilisation Request is irrevocable.





 


	Yours
    faithfully	 
	 	 
	 	 
	[●]	 
	authorised
    signatory for	 
	EIGHTHONE
    CORP.	


 




    	141



    	 



    


 


Schedule
4



Form of Transfer Certificate


 


	To:
    	WILMINGTON
    TRUST, NATIONAL ASSOCIATION as Facility Agent


 


	From:
    	[The
    Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)


 


Dated:
[●]


 


Dear
Sirs


 


Eighthone
Corp. – $24,000,000 Facility Agreement dated [●] September 2018 (the “Agreement”)


 


	1	We
    refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer
    Certificate unless given a different meaning in this Transfer Certificate.
	 	 
	2
    	We
    refer to Clause 26.5 (Procedure for transfer) of the Agreement:
	 	 
	(a)
    	The
    Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all of the Existing
    Lender’s rights and obligations under the Agreement and the other Finance Documents which relate to that portion of
    the Existing Lender’s Commitment and participation in the Loan under the Agreement as specified in the Schedule in accordance
    with Clause 26.5 (Procedure for transfer) of the Agreement.
	 	 
	(b)	The
    proposed Transfer Date is [●].
	 	 
	(c)
    	The
    Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 35.2
    (Addresses) of the Agreement are set out in the Schedule.
	 	 
	3	The
    New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause
    26.4 (Limitation of responsibility of Existing Lenders) of the Agreement.
	 	 
	4	This
    Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the
    counterparts were on a single copy of this Transfer Certificate.
	 	 
	5	This
    Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law.
	 	 
	6	This
    Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.


 


Note:
The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender’s interest in the
Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents
or other formalities are required to perfect a transfer of such a share in the Existing Lender’s Transaction Security in
any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.


 




    	142



    	 



    





 


THE
SCHEDULE


 


Commitment/rights
and obligations to be transferred


 


[insert
relevant details]


 


[Facility
Office address, fax number and attention details


 


for
notices and account details for payments.]


 


	[Existing
    Lender]	 	[New
    Lender]
	 	 	 
	By:
    [●]		By:
    [●]
	 	 	 


This
Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as [●].


 





	Facility
    Agent]	 	[New
    Lender]
	By:
    	 	[●]


 




    	143



    	 



    


 


Schedule
5



Form of Assignment Agreement


 


	To:
    	Wilmington
    Trust, National Association as Facility Agent and [●] as Borrower, for and on behalf of each Transaction Obligor



 


	From:
    	[the
    Existing Lender] (the “Existing Lender”) and [the New Lender] (the “New Lender”)


 


Dated:
[●]


Dear
Sirs


 


Eighthone
Corp. – $24,000,000 Facility Agreement dated [●] September 2018 (the “Agreement”)


 


	1
    	We
    refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement have the same meaning in this Assignment
    Agreement unless given a different meaning in this Assignment Agreement.
	 	 
	2
    	We
    refer to Clause 26.6 (Procedure for assignment):
	 	 
	(a)	 The
    Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement, the other
    Finance Documents and in respect of the Transaction Security which correspond to that portion of the Existing Lender’s
    Commitment and participations in the Loan under the Agreement as specified in the Schedule.
	 	 
	(b)
    	The
    Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing
    Lender’s Commitments and participations in the Loan under the Agreement specified in the Schedule.
	 	 
	(c)	The
    New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released
    under paragraph (b) above.
	 	 
	(d)
    	All
    rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Finance Documents
    are assigned to the New Lender absolutely, free of any defects in the Existing Lender’s title and of any rights or equities
    which the Borrower or any other Transaction Obligor had against the Existing Lender.
	 	 
	3
    	The
    proposed Transfer Date is [●].
	 	 
	4
    	On
    the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.
	 	 
	5
    	The
    Facility Office and address, fax, number and attention details for notices of the New Lender for the purposes of Clause 35.2
    (Addresses) are set out in the Schedule.
	 	 
	6
    	The
    New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause
    26.4 (Limitation of responsibility of Existing Lenders).
	 	 
	7
    	This
    Assignment Agreement acts as notice to the Facility Agent (on behalf of each Finance Party) and, upon delivery in accordance
    with Clause 26.7 (Copy of Transfer Certificate or Assignment Agreement to Borrower), to the Borrower (on behalf of
    each Transaction Obligor) of the assignment referred to in this Assignment Agreement.
	 	 
	8
    	This
    Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the
    counterparts were on a single copy of this Assignment Agreement.
	 	 
	9
    	This
    Assignment Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
	 	 
	10
    	This
    Assignment Agreement has been entered into on the date stated at the beginning of this Assignment Agreement.


 


Note:
The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender’s interest in the
Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents
or other formalities are required to perfect a transfer of such a share in the Existing Lender’s Transaction Security in
any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.


 




    	144



    	 



    


 


THE
SCHEDULE


 


Commitment
rights and obligations to be transferred by assignment, release and accession


[insert
relevant details]


 


[Facility
office address, fax number and attention details for notices

and account details for payments]


 


	[Existing
    Lender]	 	[New
    Lender]
	By:
    [●] 	 	By:
    [●]


 


This
Assignment Agreement is accepted by the Facility Agent and the Transfer Date is confirmed as [●].


 


Signature
of this Assignment Agreement by the Facility Agent constitutes confirmation by the Facility Agent of receipt of notice of the
assignment referred to herein, which notice the Facility Agent receives on behalf of each Finance Party.


 


[Facility
Agent]


 


By:


 




    	145



    	 



    


 


Schedule
6


 




Time tables


 


	Delivery
    of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request))	 	One
    Business Days before the intended Utilisation Date (Clause 5.1 (Delivery of a Utilisation Request))
	 	 	 
	Facility
    Agent notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders’ participation)	 	One
    Business Days before the intended Utilisation Date.


 




    	146



    	 



    


 


Schedule
7



Form of Excess Cash Certificate


 


	To:
    	Wilmington
    Trust, National Association as Facility Agent



 


	From:	Eighthone
    Corp. as Borrower


 


Dated:
___ 20__


 


Dear
Sirs


 


Eighthone
Corp. – $24,000,000 Facility Agreement dated [●] September 2018 (the “Agreement”)


 


	1
    	We
    refer to the Agreement. This is an Excess Cash Certificate. Terms defined in the Agreement have the same meaning when used
    in this Excess Cash Certificate unless given a different meaning in this Excess Cash Certificate.
	 	 
	2
    	This
    Excess Cash Certificate covers the Cash Sweep Period ending on [31 March][30 June][30 September][31 December] 20[●].
	 	 
	3
    	We
    confirm that the amount of the Excess Cash for that Cash Sweep Period is US$[●] and such amount is held in our Earnings
    Account as Excess Cash.


 


	Signed:
    		 
	By:	 	 
	Title:	        	 
	 	 	 
	EIGHTHONE
    CORP.  	 


 




    	147



    	 



    


 


Schedule
8


 




Compliance Certificate





 


	To:
    	Wilmington
    Trust, National Association as Facility Agent


 


	From:
    	Eighthone
    Corp. as Borrower


 


Dated:
[●]


 


Dear
Sirs


 


Eighthone
Corp. – $24,000,000 Facility Agreement dated [●] September 2018 (the “Agreement”)


 


The
undersigned hereby certifies as follows:


 


	1
    	I
    am an officer/director of Eighthone Corp. of the Republic of the Marshall Islands.
	 	 
	2
    	I
    hereby certify that the management accounts delivered with this Certificate fairly present in all material respects the results
    of operations and cash flows of the Borrower as of the date thereof and for the period covered thereby.
	 	 
	3
    	I
    have no knowledge of, the existence of any condition or event which constitutes an Event of Default or Potential Event of
    Default during or at the end of the financial quarter covered by the attached management accounts or as of the date of this
    Certificate [,except as set forth in a separate attachment, if any, to this Certificate, describing in reasonable detail,
    the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken,
    is taking, or proposes to take with respect to each such condition or event].
	 	 
	4
    	I
    hereby certify that the Borrower is in compliance with Clause 23 (Security Cover) of the Agreement


.


The
foregoing certifications, together with the computations set forth in the [Annex A-1] hereto and the management accounts
delivered with this Certificate in support hereof, are made and delivered on [date] pursuant to Clause 18.3 (Requirements as
to management accounts) of the Agreement.


for
and on behalf of:


 


	Signed		 
	By:	 	 
	Title:	          	 
	EIGHTHONE
    CORP.	 


 




    	148



    	 



    


 


Execution
Pages





BORROWER


 


	SIGNED
    by 	 	)
	Konstantinos Lytras	 	) /s/ Konstantinos
    Lytras
	duly authorised	 	)
	for and on behalf of	 	)
	EIGHTHONE CORP.	 	)
	in the presence of:	 	)
	 	 	 
	Witness’ signature:	 	) /s/ Vassiliki Georgopoulos
	Witness’ name:	 	) Vassiliki Georgopoulos
	Witness’ address:	 	) Solicitor
		 	 Watson Farley & Williams
		 	  348
    Syngrou Avenue
	 	 	  17674 Kallithea
		 	  Athens
    - Greece
	 	 	 
	GUARANTOR	 	 
	 	 	 
	SIGNED by	 	)
	Konstantinos Lytras	 	) /s/ Konstantinos
    Lytras
	duly authorised	 	)
	for and on behalf of	 	)
	PYXIS TANKERS INC.	 	)
	in the presence of:	 	)
	 	 	 
	Witness’ signature:	 	) /s/ Vassiliki Georgopoulos
	Witness’ name:	 	) Vassiliki Georgopoulos
	Witness’ address:	 	) Solicitor
	 	 	 Watson Farley & Williams
	 	 	  348
    Syngrou Avenue
	 	 	  17674 Kallithea
	 	 	  Athens
    - Greece
	ORIGINAL LENDERS	 	 
	 	 	 
	SIGNED by	 	)
	Mattew A. Lux	 	) /s/ Mattew A. Lux
	duly authorised	 	) Managing
    Director, Deputy General Counsel
	for and on behalf of	 	)
	 	 	 
	BLUE OCEAN INCOME
    FUND LP	 	)
	By: Blue Ocean GP LLC	 	)
	as its General Partner	 	)
	in the presence of:	 	)
	 	 	 
	Witness’ signature:	 	) /s/ Arjun S. Thampan
	Witness’ name:	 	) Arjun Thampan
	Witness’ address:	 	) 375 Park Ave
	 	 	  New York, NY 10152


 



    	149



    	 



     


	SIGNED
    by	 	)
	Mattew A. Lux	 	) /s/ Mattew A. Lux
	duly authorised	 	)  Managing
    Director, Deputy General Counsel
	for and on behalf of	 	)
	BLUE OCEAN ONSHORE
    FUND LP	 	)
	By: Blue Ocean GP LLC	 	) 
	as its General Partner	 	)
	in the presence of:	 	)
	 	 	 
	Witness’ signature:	 	) /s/ Arjun S. Thampan
	Witness’ name:	 	) Arjun Thampan
	Witness’ address:	 	) 375 Park Ave
	 	 	  New York, NY 10152
	 	 	 
	SIGNED by	 	)
	Mattew A. Lux	 	) /s/ Mattew A. Lux
	duly authorised	 	) Managing Director,
    Deputy General Counsel
	for and on behalf of	 	)
	BLUE OCEAN INVESTMENTS
    SPC	 	)
	for and on behalf of	 	)
	SEGREGATED PORTFOLIO
    ONE	 	)
	By: EnTrustPermal Partners
    Offshore LP	 	)
	as its Investment Advisor	 	)
	in the presence of:	 	)
	 	 	   
	Witness’ signature:	 	) /s/ Arjun S. Thampan
	Witness’ name:	 	) Arjun Thampan
	Witness’ address:	 	) 375 Park Ave
	 	 	  New York, NY 10152
	 	 	 
	SIGNED by	 	) 
	Mattew A. Lux	 	) /s/ Mattew A. Lux
	duly authorised	 	) Managing Director,
    Deputy General Counsel
	for and on behalf of	 	)
	BLUE OCEAN INVESTMENTS
    SPC	 	) 
	for and on behalf of	 	) 
	SEGREGATED PORTFOLIO
    THREE	 	)
	By: EnTrustPermal Partners
    Offshore LP	 	)
	as its Investment Advisor	 	)
	in the presence of:	 	)
	 	 	 
	Witness’ signature:	 	) /s/ Arjun S. Thampan
	Witness’ name:	 	) Arjun Thampan
	Witness’ address:	 	) 375 Park Ave
	 	 	  New York, NY 10152


 



    	150



    	 



     


	FACILITY
    AGENT	 	 
	 	 	 
	SIGNED by	 	)
	Joshua G. James	 	) /s/ Joshua G. James
	duly authorised	 	) Vice
    President
	for and on behalf of	 	) 
	WILMINGTON TRUST,	 	) 
	NATIONAL ASSOCIATION	 	)
	in the presence of:	 	)
	 	 	   
	 	 	 
	Witness’ signature:	 	) /s/ Paul J. Nelson
	Witness’ name:	 	) Paul
    J. Nelson
	Witness’ address:	 	) 50 South 6th Street
	 	 	   Minneapolis,
    MN 55402
	 	 	 
	SECURITY AGENT	 	 
	 	 	 
	SIGNED by	 	)
	Joshua G. James	 	) /s/ Joshua G. James
	duly authorised	 	) Vice President
	for and on behalf of	 	) 
	WILMINGTON TRUST,	 	)
	NATIONAL ASSOCIATION	 	) 
	in the presence of:	 	)
	 	 	   
	Witness’ signature:	 	) /s/ Paul J. Nelson
	Witness’ name:	 	) Paul
    J. Nelson
	Witness’ address:	 	) 50 South 6th Street
	 	 	   Minneapolis,
    MN 55402


 



    	151