Exhibit 4.109

  

  

  US$35,000,000 FACILITY AGREEMENT

  Dated 29 January 2018 as amended and restated on 10 August 2018

  for

  QUORA OWNERS INC.

      PHOENIX OWNERS INC. and

      ROSCOE MARINE LTD.

      as joint and several Borrowers and Hedge Guarantors

  guaranteed by

  DRYSHIPS INC.

      as Guarantor arranged by

  DVB BANK SE, AMSTERDAM BRANCH

      as Arranger

  with

  DVB BANK SE, AMSTERDAM BRANCH

      acting as Facility Agent and

  DVB BANK SE, AMSTERDAM BRANCH

      acting as Security Agent

  and

  DVB BANK SE

      acting as Account Bank

  relating to the financing of

      m.vs. "VALADON", "MATISSE" and "RAPALLO"

  
    
      


  

  

  

  Index

  

  

  	
          Clause

        	
          Page

        
	 	 
	
          Section 1 Interpretation

        	
          2

        
	
          1

        	
          Definitions and Interpretation

        	
          2

        
	
          Section 2 The Facility

        	
          27

        
	
          2

        	
          The Facility

        	
          27

        
	
          3

        	
          Purpose

        	
          27

        
	
          4

        	
          Conditions of Drawdown

        	
          28

        
	
          Section 3 Drawdown

        	
          29

        
	
          5

        	
          Drawdown

        	
          29

        
	
          Section 4 Repayment, Prepayment and Cancellation

        	
          31

        
	
          6

        	
          Repayment

        	
          31

        
	
          7

        	
          Prepayment and Cancellation

        	
          32

        
	
          Section 5 Costs of Drawdown

        	
          35

        
	
          8

        	
          Interest

        	
          35

        
	
          9

        	
          Interest Periods

        	
          38

        
	
          10

        	
          Changes to the Calculation of Interest

        	
          39

        
	
          11

        	
          Fees

        	
          41

        
	
          Section 6 Additional Payment Obligations

        	
          43

        
	
          12

        	
          Tax Gross Up and Indemnities

        	
          43

        
	
          13

        	
          Increased Costs

        	
          48

        
	
          14

        	
          Other Indemnities

        	
          49

        
	
          15

        	
          Costs and Expenses

        	
          52

        
	
          Section 7 Guarantees and Joint and Several Liability of Borrowers

        	
          54

        
	
          16

        	
          Guarantee and Indemnity - Guarantor

        	
          54

        
	
          17

        	
          Joint and Several Liability of the Borrowers

        	
          57

        
	
          18

        	
          Guarantee and Indemnity- Hedge Guarantors

        	
          58

        
	
          Section 8 Representations, Undertakings and Events of Default

        	
          62

        
	
          19

        	
          Representations

        	
          62

        
	
          20

        	
          Information Undertakings

        	
          68

        
	
          21

        	
          Financial Covenants

        	
          73

        
	
          22

        	
          General Undertakings

        	
          75

        
	
          23

        	
          Insurance Undertakings

        	
          81

        
	
          24

        	
          Post-Delivery Vessel Undertakings

        	
          87

        
	
          25

        	
          Security Cover

        	
          92

        
	
          26

        	
          Accounts, Application of Earnings and Hedge Receipts

        	
          94

        
	
          27

        	
          Events of Default

        	
          97

        
	
          Section 9 Changes to Parties

        	
          103

        
	
          28

        	
          Changes to the Lenders

        	
          103

        
	
          29

        	
          Changes to the Transaction Obligors

        	
          108

        
	
          Section 10 The Finance Parties

        	
          109

        
	
          30

        	
          The Facility Agent, the Arranger and the Reference Banks

        	
          109

        
	
          31

        	
          The Security Agent

        	
          120

        
	
          32

        	
          Conduct of Business by the Finance Parties

        	
          136

        
	
          33

        	
          Sharing among the Finance Parties

        	
          136

        
	
          Section 11 Administration

        	
          138

        
	
          34

        	
          Payment Mechanics

        	
          138

        
	
          35

        	
          Set-Off

        	
          141

        
	
          36

        	
          Bail-in

        	
          142

        


  
    
      


  

  

  

  	
          37

        	
          Notices

        	
          142

        
	
          38

        	
          Calculations and Certificates

        	
          144

        
	
          39

        	
          Partial Invalidity

        	
          144

        
	
          40

        	
          Remedies and Waivers

        	
          145

        
	
          41

        	
          Settlement or Discharge Conditional

        	
          145

        
	
          42

        	
          Irrevocable Payment

        	
          145

        
	
          43

        	
          Amendments and Waivers

        	
          145

        
	
          44

        	
          Confidential Information

        	
          148

        
	
          45

        	
          Confidentiality of Funding Rates and Reference Bank Quotations

        	
          152

        
	
          46

        	
          Counterparts

        	
          153

        
	
          Section 12 Governing Law and Enforcement

        	
          154

        
	
          47

        	
          Governing Law

        	
          154

        
	
          48

        	
          Enforcement

        	
          154

        
	
          Schedules

        	 
	
          Schedule 1 The Parties

        	
          155

        
	
          Part A The Obligors

        	
          155

        
	
          Part B The Original Lenders

        	
          158

        
	
          Part C The Servicing Parties

        	
          160

        
	
          Schedule 2 Conditions Precedent and Subsequent.

        	
          163

        
	
          Part A Conditions precedent to Drawdown Request

        	
          163

        
	
          Part B Conditions Precedent to Drawdown

        	
          165

        
	
          Part C Conditions Subsequent

        	
          167

        
	
          Schedule 3 Requests

        	
          168

        
	
          Part A Drawdown Request

        	
          168

        
	
          Part B Selection Notice

        	
          170

        
	
          Schedule 4 Form of Transfer Certificate

        	
          171

        
	
          Schedule 5 Form of Assignment Agreement.

        	
          174

        
	
          Schedule 6 Form of Compliance Certificate

        	
          177

        
	
          Schedule 7 Timetables

        	
          179

        
	 	 
	
          Execution

        	 
	 	 
	
          Execution Pages

        	
          180

        


  

  

  
    
      


  

  

  

  

  

  THIS AGREEMENT was
      made on 29 January 2018 and is amended and restated by a Deed of Accession, Amendment and Restatement date 10 August 2018

  PARTIES

  
    
      	(1)	
              QUORA OWNERS INC., a corporation incorporated in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
                  MH 96960 as a borrower ("Borrower A")

            


    

  

  
    
      	(2)	
              PHOENIX OWNERS INC., a corporation incorporated in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
                  MH 96960 as a borrower ("Borrower B")

            


    

  

  
    
      	(3)	
              ROSCOE MARINE LTD., a corporation incorporated in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
                  MH 96960 as a borrower ("Borrower C")

            


    

  

  
    
      	(4)	
              DRYSHIPS INC., a corporation incorporated in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as
                  guarantor (the "Guarantor")

            


    

  

  
    
      	(5)	
              THE CORPORATIONS listed in Part A of Schedule 1 (The Parties) as hedge guarantors (the "Hedge




                    Guarantors")

            


    

  

  
    
      	(6)	
              DVB BANK SE, AMSTERDAM BRANCH, as arranger (the "Arranger")

            


    

  

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




                    Lenders")

            


    

  

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

            


    

  

  
    
      	(9)	
              DVB BANK SE, AMSTERDAM BRANCH, as agent of the other Finance Parties (the "Facility Agent")

            


    

  

  
    
      	(10)	
              DVB BANK SE, AMSTERDAM BRANCH, as security agent for the Creditor Parties (the "Security Agent")

            


    

  

  
    
      	(11)	
              DVB BANK SE, acting through its office at Platz der Republik 6, 60325, Frankfurt/Main, Germany as account bank (the "Account Bank")

            


    

  

  
    
      


  

  
  

  

  

  

  SECTION 1

      

      INTERPRETATION

  
    
      	1	
              DEFINITIONS AND INTERPRETATION

            


    

  

  
    
      	1.1	
              Definitions

            


    

  

  In this Agreement:

  "Accounts"




      means:

  
    
      	

            	(a)	
              the Earnings Accounts;

            


    

  

  
    
      	

            	(b)	
              the Time Deposit Accounts; and

            


    

  

  
    
      	

            	(c)	
              with the express written consent of the Facility Agent, any other accounts opened by any Borrower with the Account Bank, the Facility Agent or the Security
                  Agent for the purposes of the Finance Documents.

            


    

  

  "Account




        Security" means, together, the First Priority Account Security and the Second Priority Account Security.

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

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

  "Approved




        Broker" means any firm or firms of insurance brokers approved in writing by the Facility Agent, acting with the authorisation of the Lenders.

  "Approved




        Classification" means, as at the date of this Agreement, in relation to:

  
    
      	

            	(a)	
              Vessel A, XA1, Bulk Carrier, BC-A (Holds 2, 4 and 6 may be empty) ESP, E, XAMS, ACCU, CPS, CSR AB-CM and additional notations POT, PMA, UWILD, TCM, CRC, GRAB (20);

            


    

  

  
    
      	

            	(b)	
              Vessel B, XA1, Bulk Carrier, BC-A (Holds 2, 4 and 6 may be empty) ESP, E, XAMS, ACCU, CPS, CSR AB-CM and additional notations POT, PMA, UWILD, TCM, CRC, GRAB (20); and

            


    

  

  
    
      	

            	(c)	
              Vessel C, XA1, Bulk Carrier, BC-A (Holds 2, 4 and 6 may be empty) ESP, E,, XAMS, XACCU, SH, SHCM and additional notations
                  UWILD, TCM, CRC, GRAB (20),

            


    

  

  in each case, with the relevant Approved Classification Society or the equivalent classification with
      another Approved Classification Society.

  "Approved




        Classification Society" means, in relation to a Vessel, as at the date of this Agreement, American Bureau of Shipping or any other classification society approved in writing by the Facility Agent acting with the authorisation of the
      Lenders.

  "Approved




        Commercial Manager" means, in relation to a Vessel, as at the date of this Agreement, TMS Bulkers Ltd., a corporation incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island,
      Majuro,

  
    2

    
      


  

  

  

  

  

  Marshall Islands MH 96960 or any management company in the same beneficial ownership as TMS Bulkers
      Ltd. or any other person approved in writing by the Facility Agent, acting with the authorisation of the Lenders, as the commercial manager of that Vessel.

  "Approved




        Flag" means, in relation to a Vessel, the flag of Malta, the Marshall Islands, the Cayman Islands or any other flag acceptable to Facility Agent acting on the authorisation of the Lenders.

  "Approved




        Manager" means, in relation to a Vessel, the Approved Commercial Manager and/or the Approved Technical Manager in respect of that Vessel.

  "Approved




        Technical Manager" means, in relation to a Vessel, as at the date of this Agreement, TMS Bulkers Ltd., a corporation incorporated in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island,
      Majuro, Marshall Islands MH 96960 or any management company in the same beneficial ownership as TMS Bulkers Ltd. or any other person approved in writing by the Facility Agent, acting with the authorisation of the Lenders, as the technical manager of
      that Vessel.

  "Approved




        Valuer" means any one of Arrow Valuations Ltd., Compass Maritime Services, Fearnleys Shipping AS, Barry Rogliano and Salles (BRS), Golden Destiny S.A., Maritime Strategies International Ltd., VesselsValue.com, Braemar ACM Shipbroking,
      Galbraiths Limited Shipbrokers, Clarksons Platou, Simpson Spence & Young Shipbrokers Ltd., Howe Robinson and Lorentzen & Stemoco AS (or any Affiliate of such person through which valuations are commonly issued) and any other firm or firms of
      independent sale and purchase shipbrokers approved in writing by the Facility Agent, acting with the authorisation of the Lenders.

  "Assignable




        Charter" means, in relation to a Vessel, any Charter in respect of that Vessel having a duration of 12 months or more (or capable of exceeding, by virtue of any optional extensions or renewals, a duration of 12 months) on terms approved in
      writing by the Facility Agent, acting with the authorisation of the Majority Lenders.

  "Assignment




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

  "Authorisation"




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

  "Availability




        Period" means the period from and including the date of this Agreement to and including the earlier of:

  
    
      	

            	(a)	
              31 March 2018; and

            


    

  

  
    
      	

            	(b)	
              the date on which the Available Facility is fully borrowed, cancelled or terminated in accordance with the terms of this Agreement.

            


    

  

  "Available




        Commitment" means a Lender's Commitment minus:

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    3

    
      


  

  

  

  

  

  "Available




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

  "Bail-In




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

  "Bail-In




        Legislation" means:

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  "Balloon




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

  "Borrower"




      means each of Borrower A, Borrower B and Borrower C and in the plural means all of them.

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

  (a)

  
    
      	

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

            


    

  

  exceeds

  
    
      	

            	(ii)	
              the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading
                  bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period, or

            


    

  

  
    
      	

            	(b)	
              where a Lender is providing a fixed interest rate under Clause 8.3 (Fixed rate of interest) and only for the period for which the fixed rate of interest shall apply, any claim, expense, liability or loss incurred by a Lender in terminating, or otherwise in connection with, any interest
                  and/or currency swap or any other transaction entered into (whether with another legal entity or with another office or department of the Lender concerned) to hedge any exposure in connection with the Lender providing a fixed interest
                  rate under Clause 8.3 (Fixed rate of interest) or that part which the Lender concerned determines is fairly attributable to this
                  Agreement of the amount of the claim, expense, liability or loss incurred by it in terminating, or otherwise in connection with, a number of transactions for which this Agreement is one.

            


    

  

  
    4

    
      


  

  

  

  

  

  "Business




        Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in Amsterdam and Athens and:

  
    
      	

            	(a)	
              (in relation to funding of the Loan only) Frankfurt;

            


    

  

  
    
      	

            	(b)	
              (in relation only to any date for payment or purchase of dollars) New York; and

            


    

  

  
    
      	

            	(c)	
              (in relation only to any date for the fixing of an interest rate using LIBOR) London.

            


    

  

  "Charter"




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

  "Charterer"




      means any person approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders, who, as charterer, is a party to a Charter.

  "Charter




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

  "Charterparty




        Assignment" means, in relation to any Assignable Charter, the assignment creating Security over the rights of the relevant Borrower under that Assignable Charter and any Charter Guarantee relative thereto in agreed form.

  "Code"
      means the US Internal Revenue Code of 1986.

  "Commercial




        Management Agreement" means, in relation to a Vessel, the agreement entered into between the relevant Borrower and the relevant Approved Commercial Manager regarding the commercial management of that Vessel.

  "Commitment"




      means:

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

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

  "Compliance




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

  "Confidential




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

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    5

    
      


  

  

  

  

  

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

  
    
      	

            	(i)	
              information that:

            


    

  

  
    
      	

            	(A)	
              is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 44 (Confidential Information); or

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(ii)	
              any Funding Rate or Reference Bank Quotation.

            


    

  

  "Confidentiality




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

  "Corresponding




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

  "Creditor




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

  "Deed
        of Accession, Amendment and Restatement" means a deed of accession, amendment and restatement dated 10 August 2018 and made between, (i) the Borrowers, (ii) the Hedge Guarantors, (iii) the Guarantor, (iv) the Arranger, (v) the
      Original Lenders, (vi) the Facility Agent, (vii) the Security Agent, (viii) the Account Bank and (ix) the Hedge Counterparties setting out the terms pursuant to which this Agreement has been amended and restated;

  "Deed
        of Covenant" means, in relation a Vessel, the deed of covenant collateral to the Mortgage on that Vessel if required under the laws of the jurisdiction of the relevant Approved Flag, in agreed form.

  "Default"




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

  "Delegate"




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

  "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

            


    

  

  
    6

    
      


  

  

  

  

  

  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.

  "Drawdown"




      means the drawdown of an Advance.

  "Drawdown




        Date" means the date of the Drawdown, being the date on which the relevant Advance was made.

  "Drawdown




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

  "Earnings"




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

  
    
      	

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

            


    

  

  
    
      	

            	(i)	
              all freight, hire and passage moneys 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 a Borrower or the Security Agent in the event of requisition of that Vessel 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 that Vessel;

            


    

  

  
    7

    
      


  

  

  

  

  

  
    
      	

            	(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 a Borrower in relation to general average contribution; and

            


    

  

  
    
      	

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

            


    

  

  "Earnings




        Account" means, in relation to:

  
    
      	

            	(a)	
              Borrower A, an account in the name of the Borrower A with the Account Bank with account number 2910068510;

            


    

  

  
    
      	

            	(b)	
              Borrower B, an account in the name of the Borrower B with the Account Bank with account number 2910068501; or

            


    

  

  
    
      	

            	(c)	
              Borrower C, an account in the name of the Borrower C with the Account Bank with account number 2910068528,

            


    

  

  and, in the plural, means all of them.

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

  "Environmental




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

  "Environmental




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

  "Environmental




        Incident" means:

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    8

    
      


  

  

  

  

  

  
    
      	

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

            


    

  

  "Environmental




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

  "Environmentally




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

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

  "Event
        of Default" means any event or circumstance specified as such in Clause 27 (Events of Default). 

  "Facility"




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

  "Facility




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

  "FATCA"
      means:

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  "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

            


    

  

  
    9

    
      


  

  

  

  

  

  
    
      	

            	(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 Drawdown Request;

            


    

  

  
    
      	

            	(c)	
              any Security Document;

            


    

  

  
    
      	

            	(d)	
              the Deed of Accession, Amendment and Restatement;

            


    

  

  
    
      	

            	(e)	
              any Hedging Agreement;

            


    

  

  
    
      	

            	(f)	
              any Subordination Deed;

            


    

  

  
    
      	

            	(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 and the Borrowers.

            


    

  

  "Finance




        Party" means the Facility Agent, the Security Agent, the Arranger, the Account Bank, a Lender or a Hedge Counterparty.

  "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
                  (other than any liability in respect of a lease or hire purchase contract which would, in accordance with GAAP in force prior to 1 January 2019, have been treated as an operating lease);

            


    

  

  
    
      	

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

            


    

  

  
    10

    
      


  

  

  

  

  

  
    
      	

            	(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 (f) above.

            


    

  

  "First
        Priority Account Security" means a document creating first priority Security over any Account in agreed form.

  "Fleet
        Vessel" has the meaning given in Clause 21.2 (Guarantor's financial covenants).

  "Funding




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

  "GAAP"
      means generally accepted accounting principles in the US including IFRS.

  "General




        Assignment" means, in relation to a Vessel, the general assignment creating Security over that Vessel's Earnings, its Insurances and any Requisition Compensation in agreed form.

  "Group"
      means the Guarantor and its Subsidiaries for the time being (including, but not limited to, the Borrowers and the Shareholder) and "member of the
        Group" shall be construed accordingly.

  "Guarantee"




      means the guarantee of the Guarantor contained in this Agreement.

  "Hedge
        Receipts" means all moneys whatsoever which are now, or later become, payable (actually or contingently) to a Borrower or the Security Agent by a Hedge Counterparty under a Hedging Agreement.

  "Hedging




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

  "Hedging




        Agreement Security" means, in relation to a Borrower, a hedging agreement security creating Security over that Borrower's rights and interests in any Hedging Agreement, in agreed form.

  "Hedging




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

  
    11

    
      


  

  

  

  

  

  "Hedging




        Prepayment Proceeds" means any Hedge Receipts arising as a result of termination or closing out under a Hedging Agreement.

  "Holding




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

  "IAPPC"
      means a valid international air pollution prevention certificate issued under MARPOL Annex VI;

  "IFRS"
      means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

  "Indemnified




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

  "Initial




        Market Value" means, in respect of a Vessel, the Market Value of that Vessel determined in accordance with the valuations provided pursuant to paragraph 3.6 of Schedule 2, Part B.

  "Instalment"




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

  "Insurances"




      means, in relation to a Vessel:

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  "Interest




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

  "Interest




        Period" means, in relation to the Loan or any part of the Loan, each period determined in accordance with Clause 8.3 (Fixed rate of interest),
      Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.4 (Default interest).

  "Interpolated




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

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  each as of the Specified Time for dollars.

  
    12

    
      


  

  

  

  

  

  "ISDA
        Master Agreement" means a 2002 Master Agreement as published by the International Swaps and Derivatives Association, Inc.

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

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

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

  "Lender"




      means:

  
    
      	

            	(a)	
              any Original Lender; and

            


    

  

  
    
      	

            	(b)	
              any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 28 (Changes to the Lenders),

            


    

  

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

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

  
    
      	

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

            


    

  

  
    
      	

            	(b)	
              as otherwise determined pursuant to Clause 10.1 (Unavailability




                    of Screen Rate), and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero. "LMA" means the
                  Loan Market Association.

            


    

  

  "Loan" means the
      loan made available under the Facility or the aggregate principal amount

  outstanding for the time being of the borrowings under the Facility and a "part of the Loan"

  means an Advance, a Tranche or any other part of the Loan as the context may require.

  "Major
        Casualty" means, in relation to a Vessel, any casualty to that Vessel in relation to which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $750,000 or the
      equivalent in any other currency.

  "Majority




        Lenders" means:

  
    
      	

            	(a)	
              if no Advance has yet been made, a Lender or Lenders whose Commitments aggregate more than 661⁄2 per cent. of the Total Commitments; or

            


    

  

  
    
      	

            	(b)	
              at any other time, a Lender or Lenders whose participations in the Loan aggregate more than 661⁄2 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 661⁄2 per cent. of the Loan immediately before such repayment.

            


    

  

  
    13

    
      


  

  

  

  

  

  "Management




        Agreement" means each of the Technical Management Agreements and the Commercial Management Agreements.

  "Manager's




        Undertaking" means, in relation to a Vessel, each of the letter of undertaking from the relevant Approved Technical Manager and the letter of undertaking from the relevant Approved Commercial Manager subordinating the rights of that
      Approved Technical Manager and that Approved Commercial Manager respectively against that Vessel and the relevant Borrower to the rights of the Finance Parties and assigning the rights and interests of that Approved Technical Manager and that
      Approved Commercial Manager in the Insurances in relation to that Vessel to the Finance Parties in agreed form.

  "Margin"




      means 2.50 per cent. per annum.

  "Market
        Value" means, in relation to a Vessel or any other vessel, at any date, the market value of that Vessel or vessel determined in accordance with Clause 25.7 (Provision of valuations) and prepared:

  
    
      	

            	(a)	
              unless otherwise specified, as at a date not more than 14 days previously;

            


    

  

  
    
      	

            	(b)	
              by an Approved Valuer or Approved Valuers;

            


    

  

  
    
      	

            	(c)	
              without physical inspection of that Vessel or vessel; and

            


    

  

  
    
      	

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

            


    

  

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

  "Material




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

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  "Maturity




        Date" means 7 March 2024.

  "Minimum




        Liquidity Amount" has the meaning given to it in Clause 21.1(Borrowers' minimum liquidity).

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

  
    
      	

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

            


    

  

  
    14

    
      


  

  

  

  

  

  that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

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

  "Mortgage"




      means, in relation to a Vessel, a first priority or preferred (as the case may be) ship mortgage on that Vessel in agreed form, as amended and supplemented by the relevant Mortgage Amendment.

  "Mortgaged




        Vessel" means each Vessel subject to a Mortgage at any relevant time.

  "Mortgage




        Amendment" means, in relation to a Mortgage, a first amendment or, as the case may be, addendum to that Mortgage in agreed form.

  "Obliger"




      means a Borrower, the Guarantor or a Hedge Guarantor.

  "Original




        Financial Statements" means:

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  "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 31.2 (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.

  "Permitted




        Charter" means, in relation to a Vessel, 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;

            


    

  

  
    15

    
      


  

  

  

  

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

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

  "Permitted




        Financial Indebtedness" means:

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  "Permitted




        Security" means:

  
    
      	

            	(a)	
              Security created by the Finance Documents;

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(d)	
              liens for salvage;

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(f)	
              any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of any Vessel and not as a result of any
                  default or omission by any Borrower and subject, in the case of liens for repair or maintenance, to Clause 24.17 (Restrictions on
                    chartering, appointment of managers etc.).

            


    

  

  "Permitted




        Ultimate Beneficial Ownership Change" means the Ultimate Beneficial Owner becoming the ultimate legal, direct or indirect, beneficial owner of the total issued share capital of each Borrower by way of transfer of all the shares of each
      Borrower to an entity which is wholly beneficially owned by the Ultimate Beneficial Owner and approved by all the Lenders in their sole discretion, subject to paragraph (f) of Clause 27.10 (Ownership of the Obligors and the Shareholder).

  "Potential




        Event of Default" means any event or circumstance specified in Clause 27 (Events of Default) which would (with the expiry of a grace
      period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

  "Prohibited




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

  "Protected




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

  
    16

    
      


  

  

  

  

  

  "Quotation




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

  "Receiver"




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

  "Reference




        Bank Quotation" means any quotation supplied to the Facility Agent by a Reference Bank.

  "Reference




        Bank Rate" means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request by the Reference Banks:

  
    
      	

            	(a)	
              if:

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(ii)	
              it consists of a single figure,

            


    

  

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

  
    
      	

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

            


    

  

  "Reference




        Banks" means the principal London offices of any three banks from the ICE LIBOR panel or such other entities as may be appointed by the Facility Agent in consultation with the Borrowers.

  "Related




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

  "Relevant




        Amount" has the meaning given to it in Clause 7.4 (Mandatory prepayment on sale, arrest or Total Loss).

  "Relevant




        Interbank Market" means the London interbank market.

  "Relevant




        Jurisdiction" means, in relation to a Transaction Obligor:

  
    
      	

            	(a)	
              its Original Jurisdiction;

            


    

  

  
    
      	

            	(b)	
              any jurisdiction where any asset subject to, 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

            


    

  

  
    17

    
      


  

  

  

  

  

  
    
      	

            	(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 19 (Representations) except Clause 19.10 (Insolvency), Clause 19.11 (No filing or stamp taxes), Clause
      19.12 (Deduction of Tax) and Clause 19.17 (No
        proceedings pending or threatened) and any representation of any Transaction Obligor made in any other Finance Document that is expressed to be a "Repeating Representation" or is otherwise expressed to be repeated.

  "Representative"




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

  "Requisition"




      means, in relation to a Vessel:

  
    
      	

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

            


    

  

  
    
      	

            	(b)	
              any capture or seizure of that Vessel (including any hijacking or theft) by any person whatsoever.

            


    

  

  "Requisition




        Compensation" includes all compensation or other moneys payable to a Borrower by reason of any Requisition or any arrest or detention of the Vessel owned by that Borrower in the exercise or purported exercise of any lien or claim.

  "Resolution




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

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

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

  "Sanctions"




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

  
    
      	

            	(a)	
              imposed by law or regulation of the United Kingdom, the Council of the European Union, the United Nations or its Security Council or the United States of
                  America; or

            


    

  

  
    
      	

            	(b)	
              otherwise imposed by any law or regulation.

            


    

  

  "Screen
        Rate" means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for dollars for the relevant period displayed on page LIBOR0l or
      LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the

  
    18

    
      


  

  

  

  

  

  appropriate page of such other information service which publishes that rate from time to time in place
      of Thomson Reuters. If such page or service ceases to be available, the Facility Agent may specify another page or service displaying the relevant rate after consultation with the Borrowers.

  "Second
        Priority Account Security" means, in relation to each Earnings Account and each Time Deposit Account, a document creating second priority Security over that Earnings Account and that Time Deposit Account in agreed form.

  "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 Creditor Party under or in
      connection with each Finance Document.

  "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.

  "Security




        Cover Ratio" means, at any relevant time, the aggregate of (i) the aggregate Market Value of the Mortgaged Vessels and (ii) the net realisable value of any additional security provided at that time under Clause 25.2 (Provision of additional security; prepayment), at that time expressed as a percentage of the aggregate of (i) the Loan and (ii) the Hedging Close-Out- Liabilities.

  "Security




        Document" means:

  
    
      	

            	(a)	
              any Shares Security;

            


    

  

  
    
      	

            	(b)	
              any Mortgage;

            


    

  

  
    
      	

            	(c)	
              any Deed of Covenant;

            


    

  

  
    
      	

            	(d)	
              any General Assignment;

            


    

  

  
    
      	

            	(e)	
              any Account Security;

            


    

  

  
    
      	

            	(f)	
              any Charterparty Assignment;

            


    

  

  
    
      	

            	(g)	
              any Hedging Agreement Security;

            


    

  

  
    
      	

            	(h)	
              any Manager's Undertaking;

            


    

  

  
    
      	

            	(i)	
              any Subordinated Debt Security;

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  "Security




        Period" means the period starting on the date of this Agreement and ending on the date on which the Facility Agent is satisfied that there is no outstanding Commitment in force

  
    19

    
      


  

  

  

  

  

  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 Creditor 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 Creditor 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 Creditor
                  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 Creditor Parties,

            


    

  

  except:

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  "Selection




        Notice" means a notice substantially in the form set out in Part B of Schedule 3

  (Requests)




      given in accordance with Clause 9 (Interest Periods).

  "Servicing




        Party" means the Facility Agent or the Security Agent.

  "Shareholder"




      means Drybulk Investments Inc., a corporation incorporated in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960.

  "Shares
        Security" means, in relation to a Borrower, a document creating Security over the share capital in that Borrower in agreed form.

  "Specified




        Time" means a day or time determined in accordance with Schedule 7 (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.

  
    20

    
      


  

  

  

  

  

  "Subordinated




        Finance Document" means:

  
    
      	

            	(a)	
              a Subordinated Loan Agreement; and

            


    

  

  
    
      	

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

            


    

  

  "Subordinated




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

  "Subordinated




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

  "Subordination




        Deed" means a subordination deed entered into or to be entered into by each Subordinated Creditor and the Security Agent in agreed form.

  "Subsidiary"




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

  "Tax" means




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

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

  "Technical




        Management Agreement" means, in relation to a Vessel, the agreement entered into between the relevant Borrower and the relevant Approved Technical Manager regarding the technical management of that Vessel.

  "Terms
        and Conditions" means the Special Conditions for Time Deposit Accounts for Commercial Clients (including but not limited to the Account Bank's General Terms and Conditions of Business) as set out in the Application for Opening of each Time
      Deposit Account.

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

  "Time
        Deposit Account" means, in relation to each Borrower, an account opened or to be opened in the name of that Borrower with the Account Bank designated "[name of relevant Borrower] - Time Deposit Account" and, in the plural, means all of them.

  "Total
        Commitments" means the aggregate of the Commitments, being $35,000,000 at the date of this Agreement, all of which has been drawn down on the Drawdown Date.

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

  
    
      	

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

            


    

  

  
    
      	

            	(b)	
              any Requisition of a Vessel unless that Vessel is returned to the full control of the relevant Borrower within 30 days of such Requisition.

            


    

  

  
    21

    
      


  

  

  

  

  

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

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  "Tranche"




      means each of Tranche A, Tranche Band Tranche C, and, in the plural, means all of them.

  "Tranche




        A" means that part of the Loan made available to the Borrowers to finance part of the Initial Market Value of Vessel A in a principal amount not exceeding $13,500,000, all of which has been drawn down on the Drawdown Date and of which an
      amount $13,218,750 is outstanding by way of principal as at the date of the Deed of Accession, Amendment and Restatement.

  "Tranche




        B" means that part of the Loan made available to the Borrowers to finance part of the Initial Market Value of Vessel B in a principal amount not exceeding $13,500,000, all of which has been drawn down on the Drawdown Date and of which an
      amount $13,218,750 is outstanding by way of principal as at the date of the Deed of Accession, Amendment and Restatement.

  "Tranche




        C" means that part of the Loan made available to the Borrowers to finance part of the Initial Market Value of Vessel C in a principal amount not exceeding $8,000,000, all of which has been drawn down on the Drawdown Date and of which an
      amount $7,715,000 is outstanding by way of principal as at the date of the Deed of Accession, Amendment and Restatement.

  "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 Borrowers.

            


    

  

  "Transaction




        Obliger" means an Obligor, the Shareholder, any Approved Manager or any other member of the Group who executes a Transaction Document.

  "Transaction




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

  
    22

    
      


  

  

  

  

  

  "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 Borrowers.

  "Transfer




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

  
    
      	

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

            


    

  

  
    
      	

            	(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.

  "Ultimate




        Beneficial Owner" means Mr. George Economou, a citizen of Greece residing, as at the date of this Agreement, at 38 Boulevard du Jardin Exotique, 98000 Monaco, and/or any of his linear descendants;

  "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
        Obliger" 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.

            


    

  

  "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.

            


    

  

  "VAT
        Group" means two or more companies or limited liability partnerships which register as a single taxable entity for VAT purposes.

  "Vessel"




      means each of Vessel A, Vessel B and Vessel C and in the plural means all of them.

  "Vessel
        A" means the 2014-built 81,198.70 deadweight metric tons bulk carrier type of vessel, registered in the ownership of Borrower A with IMO No. 9677387 under an Approved Flag (which at the date of this Agreement is the flag of the Marshall
      Islands) with the name "VALADON".

  "Vessel
        B" means the 2014-built 81,128.60 deadweight metric tons bulk carrier type of vessel, registered in the ownership of Borrower B with IMO No. 9677375 under an Approved Flag (which at the date of this Agreement is the flag of the Marshall
      Islands) with the name "MATISSE".

  
    23

    
      


  

  

  

  

  

  "Vessel
        C" means the 2009-built 75,123 deadweight metric tons bulk carrier type of vessel, registered in the ownership of Borrower C with IMO No. 9413690 under an Approved Flag (which at the date of this Agreement is the flag of Malta) with the
      name "RAPALLO".

  "Write-down




        and Conversion Powers" means:

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	1.2	
              Construction

            


    

  

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

            


    

  

  
    
      	

            	(i)	
              the "Account Bank", the "Arranger", the "Facility Agent", any "Finance Party", any "Lender", any "Hedge Counterparty", any "Obligor", any "Party", any "Creditor 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)	
              "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;

            


    

  

  
    24

    
      


  

  

  

  

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

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

            


    

  

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

            


    

  

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

            


    

  

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

            


    

  

  
    
      	1.3	
              Construction of insurance terms

            


    

  

  In this Agreement:

  "approved"




      means, for the purposes of Clause 23 (Insurance Undertakings), approved in writing by the Facility Agent;

  
    25

    
      


  

  

  

  

  

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

  "obligatory




        insurances" means all insurances effected, or which each Borrower is obliged to effect, under Clause 23 (Insurance Undertakings) or
      any other provision of this Agreement or of another Finance Document;

  "policy"




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

  "protection




        and indemnity risks" means the usual risks covered by a protection and indemnity association managed in London, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision
      which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02 or 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; and

  "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)(l/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 Borrowers and the Facility Agent); or

            


    

  

  
    
      	(b)	
              in any other form agreed in writing between the Borrowers and the Facility Agent acting with the authorisation of the Majority Lenders or, where Clause 43.2 (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 43.3 (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 any other person described in paragraph (d) of Clause 14.2 (Other indemnities), paragraph (b) of Clause 30.11 (Exclusion of liability), Clause
                  30.21 (Role of Reference Banks), Clause 30.22 (Third Party Reference Banks) or paragraph (b) of Clause 31.11 (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.

            


    

  

  
    26

    
      


  

  

  

  

  

  SECTION 2

      THE FACILITY

  
    
      	2	
              THE FACILITY

            


    

  

  
    
      	2.1	
              The Facility

            


    

  

  Subject to the terms of this Agreement, the Lenders agree to make available to the Borrowers in three
      Tranches a dollar term loan facility in an aggregate amount not exceeding the Total Commitments. The aggregate amount of $35,000,000 has been drawn down on the Drawdown Date in respect of all Tranches, of which the aggregate amount of $34,152,500 is
      outstanding by way of principal at the date of the Deed of Accession, Amendment and Restatement.

  
    
      	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 Borrowers shall apply all amounts borrowed by them under the Facility only for the purpose of
      financing part of the aggregate Initial Market Value of the Vessels, in an aggregate principal amount not exceeding the lower of:

  
    
      	(a) 	55 per cent. of the aggregate Initial Market Value of the Vessels; and (b) 	US$35,000,000.


    

  

  
    
      	3.2	
              Monitoring

            


    

  

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

  
    27

    
      


  

  

  

  

  

  
    
      	4	
              CONDITIONS OF DRAWDOWN

            


    

  

  
    
      	4.1	
              Conditions precedent to delivery of the Drawdown Request

            


    

  

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

  
    
      	4.2	
              Conditions precedent to Drawdown

            


    

  

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

  
    
      	(a)	
              on the date of the Drawdown Request and on the proposed Drawdown Date and before an Advance is made available:

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

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

            


    

  

  
    
      	4.3	
              Conditions subsequent

            


    

  

  The Borrowers undertake to deliver or cause to be delivered to the Facility Agent within five Business
      Days after the Drawdown Date (or such later date agreed by the Facility Agent, acting with the authorisation of the Lenders), the additional documents and other evidence listed in Part C of Schedule 2 (Conditions Precedent and Subsequent) in form and substance satisfactory to the Facility Agent.

  
    
      	4.4	
              Notification of satisfaction of conditions precedent

            


    

  

  
    
      	(a)	
              The Facility Agent shall notify the Borrowers and the Lenders promptly upon being satisfied as to the satisfaction of the conditions precedent and subsequent
                  referred to in Clause 4.1 (Conditions precedent to delivery of the Drawdown Request), Clause 4.2 (Conditions precedent to Drawdown) and Clause 4.3 (Conditions
                    subsequent).

            


    

  

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

            


    

  

  
    
      	4.5	
              Waiver of conditions precedent

            


    

  

  If the Lenders, at their discretion, permit an Advance to be released before any of the conditions
      precedent referred to in Clause 4 (Conditions of Drawdown) or Clause 4.2 (Conditions precedent to Drawdown) has been satisfied, the Borrowers shall ensure that that condition is satisfied within five Business Days after the Drawdown Date or such later date as the Facility Agent,
      acting with the authorisation of the Lenders, may agree in writing with the Borrowers.

  
    28

    
      


  

  

  

  

  

  SECTION 3

      DRAWDOWN

  
    
      	5	
              DRAWDOWN

            


    

  

  
    
      	5.1	
              Delivery of Drawdown Request

            


    

  

  The Borrowers may utilise the Facility by delivery to the Facility Agent of a duly completed Drawdown
      Request not later than the Specified Time. The Parties acknowledge that the Facility has been utilised on the Drawdown Date.

  
    
      	5.2	
              Completion of Drawdown Request

            


    

  

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

            


    

  

  
    
      	

            	(i)	
              it identifies each of the Tranches to be utilised;

            


    

  

  
    
      	

            	(ii)	
              the proposed Drawdown Date is a Business Day within the Availability Period;

            


    

  

  
    
      	

            	(iii)	
              the currency and amount of the Drawdown comply with Clause 5.3 (Currency




                    and amount); and

            


    

  

  
    
      	

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

            


    

  

  
    
      	(b)	
              Only one Drawdown Request may be delivered in respect of all Tranches.

            


    

  

  
    
      	(c)	
              The Advances under all Tranches must be drawn down simultaneously.

            


    

  

  
    
      	5.3	
              Currency and amount

            


    

  

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

            


    

  

  
    
      	(b)	
              The amount of the proposed Advance must be an amount which is not more than:

            


    

  

  
    
      	

            	(i)	
              in respect of the Advance under Tranche A, $13,500,000;

            


    

  

  
    
      	

            	(ii)	
              in respect of the Advance under Tranche B, $13,500,000; and

            


    

  

  
    
      	

            	(iii)	
              in respect of the Advance under Tranche C, $8,000,000.

            


    

  

  
    
      	(c)	
              The aggregate amount of the proposed Advances under all Tranches must be an amount which is not more than the lower of:

            


    

  

  
    
      	

            	(i)	
              $35,000,000; and

            


    

  

  
    
      	

            	(ii)	
              55 per cent. of the aggregate Initial Market Value of the Vessels.

            


    

  

  
    
      	(d)	
              The amount of the proposed Advance must be an amount which would not oblige the Borrowers to provide additional security or prepay part of any Advance if the
                  ratio set out in Clause 25 (Security Cover) were applied and notice was given by the Facility Agent under Clause 25.1(Minimum required security cover) immediately after that Advance was made.

            


    

  

  
    29

    
      


  

  

  

  

  
    
      	5.4	
              Lenders' participation

            


    

  

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

            


    

  

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

            


    

  

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

            


    

  

  
    
      	5.5	
              Cancellation of Commitments

            


    

  

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

  
    30

    
      


  

  

  

  

  

  SECTION 4

      REPAYMENT, PREPAYMENT AND CANCELLATION

  
    
      	6	
              REPAYMENT

            


    

  

  
    
      	6.1	
              Repayment of Loan

            


    

  

  Save as otherwise repaid or prepaid prior to the date of the Deed of Accession, Amendment and
      Restatement, the Borrowers shall repay the Loan as follows:

  
    
      	(a)	
              Tranche A shall be repaid by:

            


    

  

  
    
      	

            	(i)	
              23 equal consecutive quarterly instalments, each in an amount of $281,250 (each a "Tranche A Instalment"), the first of which shall be repaid on 7 September 2018, each subsequent Tranche A
                  Instalment shall be repaid at three-monthly intervals thereafter and the last Tranche A Instalment shall be repaid on the Maturity Date; and

            


    

  

  
    
      	

            	(ii)	
              a balloon instalment of $6,750,000 ("Tranche A Balloon
                    Instalment") shall be repaid on the Maturity Date together with the last Tranche A Instalment.

            


    

  

  
    
      	(b)	
              Tranche B shall be repaid by:

            


    

  

  
    
      	

            	(i)	
              23 equal consecutive quarterly instalments, each in an amount of $281,250 (each a "Tranche B Instalment"), the first of which shall be repaid on 7 September 2018, each subsequent Tranche B
                  Instalment shall be repaid at three-monthly intervals thereafter and the last Tranche B Instalment shall be repaid on the Maturity Date; and

            


    

  

  
    
      	

            	(ii)	
              a balloon instalment of $6,750,000 ("Tranche B Balloon
                    Instalment") shall be repaid on the Maturity Date together with the last Tranche B Instalment; and

            


    

  

  
    
      	(c)	
              Tranche C shall be repaid by:

            


    

  

  
    
      	

            	(i)	
              23 equal consecutive quarterly instalments, each in an amount of $285,000 (each a "Tranche C Instalment" and together with the Tranche A Instalments and the Tranche B Instalments, the "Instalments"), the first of which shall be repaid on 7 September 2018, each subsequent Tranche C Instalment shall be repaid at three-monthly intervals
                  thereafter and the last Tranche C Instalment shall be repaid on the Maturity Date; and

            


    

  

  
    
      	

            	(ii)	
              a balloon instalment of $1,160,000 ("Tranche C Balloon
                    Instalment" and together with the Tranche A Balloon Instalment and the Tranche B Balloon Instalment, the "Balloon Instalments") shall be repaid on the Maturity Date together with the last Tranche C Instalment,

            


    

  

  and each of the Instalments and the Balloon Instalments shall be a "Repayment Instalment".

  
    
      	6.2	
              Effect of cancellation and prepayment on scheduled repayments

            


    

  

  
    
      	(a)	
              If the Available Commitment in respect of any Tranche of any Lender is cancelled under Clause 7.1 (Illegality) then the Repayment Instalments in respect of that Tranche falling after that cancellation will reduce pro rata by the amount of the Available Commitments in respect of that Tranche
                  so cancelled.

            


    

  

  
    31

    
      


  

  

  

  

  

  
    
      	(b)	
              If the whole or any part of any Available Commitment in respect of a Tranche is cancelled in accordance with Clause 7.2 (Automatic cancellation) or if the whole or part of any Commitment in respect of a Tranche is cancelled pursuant to Clause 5.5 (Cancellation of Commitments), the Repayment Instalments in respect of that Tranche for each Repayment Date falling after that cancellation will reduce pro rata
                  by the amount of the Commitments so cancelled.

            


    

  

  
    
      	(c)	
              If any part of a Tranche is repaid or prepaid in accordance with Clause 7.1 (Illegality) then the Repayment Instalments in respect of that Tranche for each Repayment Date falling after that repayment or prepayment will reduce pro rata by the amount of the Tranche repaid or prepaid.

            


    

  

  
    
      	(d)	
              If any part of a Tranche is prepaid in accordance with Clause 7.3 (Voluntary prepayment of Loan) then the amount of the Repayment Instalments in respect of that Tranche for each Repayment Date falling after that repayment or prepayment will reduce pro rata by the amount of the Tranche
                  repaid or prepaid.

            


    

  

  
    
      	(e)	
              If any part of the Loan is prepaid in accordance with Clause 7.4 (Mandatory prepayment on sale, arrest or Total Loss), the Relevant Amount of the Loan prepaid shall be applied first against the Tranche which has been used in part financing the relevant Vessel and thereafter any
                  balance shall reduce pro rata the then outstanding Repayment Instalments of the other Tranches.

            


    

  

  
    
      	(f)	
              If any part of the Loan is prepaid in accordance with clause 7.5 (Mandatory prepayment of Hedging Prepayment Proceeds), the amount prepaid shall be applied first against the Tranche which has been used in part financing the relevant Vessel and thereafter any balance shall reduce pro
                  rata the then outstanding Repayment Instalments of the other Tranches.

            


    

  

  
    
      	6.3	
              Maturity Date

            


    

  

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

  
    
      	6.4	
              Reborrowing

            


    

  

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

  
    
      	7	
              PREPAYMENT  AND CANCELLATION

            


    

  

  
    
      	7.1	
              Illegality

            


    

  

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

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

            


    

  

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

            


    

  

  
    
      	(c)	
              the Borrowers 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 Borrowers or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no

            


    

  

  
    32

    
      


  

  

  

  

  

  earlier than the last day of any applicable grace period permitted by law) and that Lender's
      corresponding Commitment shall be cancelled in the amount of the participation prepaid.

  
    
      	7.2	
              Automatic cancellation

            


    

  

  The unutilised Commitment (if any) of each Lender in respect of a Tranche shall be automatically
      cancelled at close of business on the date on which that Tranche is made available.

  
    
      	7.3	
              Voluntary prepayment of Loan

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	7.4	
              Mandatory prepayment on sale, arrest or Total Loss

            


    

  

  If a Vessel is sold, arrested or becomes a Total Loss, the Borrowers shall prepay the Relevant Amount
      of the Loan. Such repayment shall be made:

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

            


    

  

  
    
      	(b)	
              in the case of any arrest of that Vessel, where that Vessel is not within 30 days redelivered to the full control of the relevant Borrower, on or before the
                  date falling 150 days after the date of the arrest of that Vessel; or

            


    

  

  
    
      	(c)	
              in the case of a Total Loss (excluding, for the avoidance of doubt, any arrest of a Vessel where that Vessel is not within 30 days redelivered to the full
                  control of the relevant Borrower, in which case paragraph (b) above applies), on the earlier of (i) the date falling 120 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.

            


    

  

  In this Clause 7.4, "Relevant Amount" means an amount equal amount equal to the higher of:

  
    
      	

            	(i)	
              the Tranche applicable to the Vessel which is sold, arrested or becomes a Total Loss; and

            


    

  

  
    
      	

            	(ii)	
              an amount which, after the application of the prepayment to be made pursuant to this Clause 7.4 (Mandatory prepayment on sale, arrest or Total Loss), results in the Security Cover Ratio being the greater of (i) the Security Cover Ratio that applied immediately prior to the applicable
                  event described in paragraph (a), (b) or (c) of this Clause 7.4 (Mandatory prepayment on sale, arrest or Total Loss) and (ii) the
                  Security Cover Ratio required to be maintained pursuant to Clause 25.1(Minimum required security cover).

            


    

  

  
    
      	7.5	
              Mandatory prepayment of Hedging Prepayment Proceeds

            


    

  

  Any Hedging Prepayment Proceeds arising as a result of any cancellation or prepayment under this
      Agreement shall, following payment into the relevant Earnings Account in accordance with

  
    33

    
      


  

  

  

  

  

  Clause 26.5 (Payment of Earnings) and shall be applied on the last day of the next Interest Period for the Loan which ends after such payment, in prepayment of the Loan in accordance with paragraph (f) of Clause 6.2 (Effect of cancellation and prepayment on scheduled repayments).

  
    
      	7.6	
              Restrictions

            


    

  

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

            


    

  

  
    
      	(b)	
              Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and amounts (if any) payable under the Hedging Agreements
                  in connection with that prepayment and all other amounts accrued under the Finance Documents and, subject to the fee provided for in Clause 11.3 (Prepayment fee) and any Break Costs, without premium or penalty.

            


    

  

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

            


    

  

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

            


    

  

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

            


    

  

  
    
      	(f)	
              If the Facility Agent receives a notice under this Clause 7 (Prepayment




                    and Cancellation) it shall promptly forward a copy of that notice to either the Borrowers or the affected Lender and/or Hedge Counterparties, as appropriate.

            


    

  

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

            


    

  

  
    
      	7.7	
              Application of prepayments

            


    

  

  Any prepayment of any part of the Loan (other than a prepayment pursuant to Clause 7.1 (Illegality)) shall be applied pro rata to each Lender's participation in that part of the Loan.

  
    34

    
      


  

  

  

  

  

  SECTION 5

      COSTS OF DRAWDOWN

  
    
      	8	
              INTEREST

            


    

  

  
    
      	8.1	
              Calculation of interest

            


    

  

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

  
    
      	(a)	
              the Margin; and

            


    

  

  
    
      	(b)	
              LIBOR.

            


    

  

  
    
      	8.2	
              Payment of interest

            


    

  

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

            


    

  

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

            


    

  

  
    
      	8.3	
              Fixed rate of interest

            


    

  

  
    
      	(a)	
              The Borrowers may, by giving not less than five Business Days' notice in writing, request that a fixed rate of interest shall apply on the whole of the Loan or
                  a Tranche for a period of 12 months or more by giving to the Facility Agent a notice which shall specify the period for which the fixed rate of interest shall apply and shall be given at least five Business Days before the end of the then
                  current Interest Period of the Loan or that Tranche (as applicable). The Facility Agent shall notify the Borrowers of the fixed rate of interest to apply (which shall be determined at the level of the actual refinancing rates available to
                  the Lenders (as certified by them) for the relevant period to which such fixed rate is to apply plus the Margin) and the Borrowers shall either accept or refuse the offer promptly in writing and in any event within one Business Day. Such
                  offer and acceptance shall be in a form that shall constitute a Finance Document. Once accepted, the Borrowers may not revoke their acceptance and the relevant fixed rate of interest shall apply to the Loan or a Tranche from the first day
                  of the next Interest Period of the Loan or that Tranche (as applicable). If the Borrowers refuse the offer or fail to accept it within the time permitted for acceptance, the other provisions of this Clause 8 (Interest) shall continue to apply.

            


    

  

  
    
      	(b)	
              The Borrowers acknowledge and agree that in fixing the interest rate under this Clause 8.3 (Fixed rate of interest), a Lender may enter into internal or external interest rate swaps and that any claim, expense, liability or loss arising as a result of the early termination of such internal
                  or external rate swap shall be for the account of the Borrowers.

            


    

  

  
    
      	8.4	
              Default interest

            


    

  

  
    
      	(a)	
              If a Transaction Obligor fails to pay any amount payable by it under a Finance Document (other than a Hedging Agreement) on its due date, interest shall accrue
                  on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2 per cent. per annum higher than the rate which would

            


    

  

  
    35

    
      


  

  

  

  

  

  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. Any interest accruing under this Clause 8.4 (Default interest) shall be immediately payable by the Obligors on demand by the Facility Agent.

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

            


    

  

  
    
      	8.5	
              Hedging

            


    

  

  
    
      	(a)	
              Each Borrower may enter into a Hedging Agreement with a Hedge Counterparty and shall thereafter maintain such Hedging Agreements in accordance with this Clause
                  8.5 (Hedging).

            


    

  

  
    
      	(b)	
              The aggregate notional amount of the transactions in respect of the Hedging Agreements shall not exceed the amount of the Loan.

            


    

  

  
    
      	(c)	
              Each Hedging Agreement shall:

            


    

  

  
    
      	

            	(i)	
              be with a Hedge Counterparty;

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(iv)	
              be based on an ISDA Master Agreement and otherwise in form and substance satisfactory to the Facility Agent; and

            


    

  

  
    
      	

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

            


    

  

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

            


    

  

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

            


    

  

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

            


    

  

  
    36

    
      


  

  

  

  

  

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

            


    

  

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

            


    

  

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

            


    

  

  
    
      	(j)	
              Each Borrower may voluntarily, with prior written notice to the relevant Hedge Counterparty and the Facility Agent, terminate or close out any transactions in
                  respect of any Hedging Agreement to which that Borrower is a party in whole or in part at any time in accordance with the terms of the relevant Hedging Agreement.

            


    

  

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

            


    

  

  
    
      	

            	(i)	
              in accordance with paragraphs (h) and (i) above;

            


    

  

  
    
      	

            	(ii)	
              on the occurrence of an Illegality or Tax Event (as each such expression is defined in the relevant Hedging Agreement);

            


    

  

  
    
      	

            	(iii)	
              in the case of termination or closing out by a Hedge Counterparty, if the Facility Agent serves notice under paragraph (b) Clause 27.18 (Acceleration) or, having served notice under paragraph (c) of Clause 27.18 (Acceleration), makes a demand;

            


    

  

  
    
      	

            	(iv)	
              if a Borrower has defaulted on any payment due under the relevant Hedging Agreement (after allowing any applicable notice or grace periods);

            


    

  

  
    
      	

            	(v)	
              if an Event of Default occurs under Clauses 27.7 (Insolvency)
                  or 27.8 (Insolvency proceedings);

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	(l)	
              If a Hedge Counterparty or a Borrower terminates or closes out a transaction in respect of a Hedging Agreement (in whole or in part) in accordance with
                  sub-paragraphs (ii) or (in the case of a Hedge Counterparty only) (iv), (v) and (vi) of paragraph (k) above, it shall promptly notify the Facility Agent of that termination or close out.

            


    

  

  
    
      	(m)	
              If a Hedge Counterparty is entitled to terminate or close out any transaction in respect of any Hedging  Agreement  under  sub-paragraph  (iii) of paragraph 
                  (k) above, such Hedge

            


    

  

  
    37

    
      


  

  

  

  

  

  Counterparty shall promptly terminate or close out such transaction following a request to do so by the
      Security Agent.

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

            


    

  

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

            


    

  

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

            


    

  

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

            


    

  

  
    
      	(r)	
              No Borrower or Hedge Counterparty shall assign any of its rights or transfer any of its rights or obligations under a Hedging Agreement without the consent of
                  the Security Agent.

            


    

  

  
    
      	8.6	
              Notification of rates of interest

            


    

  

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

            


    

  

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

            


    

  

  
    
      	9	
              INTEREST PERIODS

            


    

  

  
    
      	9.1	
              Selection of Interest Periods

            


    

  

  
    
      	(a)	
              The first Interest Period for a Tranche as specified in the Drawdown Request for that Tranche shall be three Months from the Drawdown Date.

            


    

  

  
    
      	(b)	
              Subject to paragraph (g) below, the Borrowers may select each subsequent Interest Period in respect of that Tranche in a Selection Notice.

            


    

  

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

            


    

  

  
    
      	(d)	
              If the Borrowers fail to deliver a Selection Notice to the Facility Agent in accordance with paragraphs (b) and (c) above, the relevant Interest Period will,
                  subject to Clause 9.2 (Changes to Interest Periods) and paragraph (g) below, be three Months.

            


    

  

  
    
      	(e)	
              Subject to Clause 8.3 (Fixed rate of interest) and
                  this Clause 9 (Interest Periods), the Borrowers may select an Interest Period of three Months or any other period (up to a maximum
                  of 12 Months) agreed between the Borrowers and the Facility Agent (acting on the instructions of all the Lenders).

            


    

  

  
    
      	(f)	
              An Interest Period in respect of a Tranche shall not extend beyond the Maturity Date.

            


    

  

  
    38

    
      


  

  

  

  

  

  
    
      	(g)	
              In respect of a Repayment Instalment, the Borrowers may request in the relevant Selection Notice that an Interest Period for a part of a Tranche equal to such
                  Repayment Instalment shall end on the Repayment Date relating to it and, subject to paragraph (d) above, select a longer Interest Period for the remaining part of that Tranche.

            


    

  

  
    
      	(h)	
              Subject to paragraph (i) below, the first Interest Period for a Tranche shall start on the Drawdown Date and each subsequent Interest Period shall start on the
                  last day of the preceding Interest Period.

            


    

  

  
    
      	(i)	
              Except for the purposes of paragraph (g) above and Clause 9.2 (Changes




                    to Interest Periods) below, each Tranche shall have one Interest Period only at any time and all Tranches shall have the same Interest Period.

            


    

  

  
    
      	9.2	
              Changes to Interest Periods

            


    

  

  
    
      	(a)	
              In respect of a Repayment Instalment related to a Tranche, prior to determining the interest rate for that Tranche, the Facility Agent may establish an Interest
                  Period for a part of a Tranche equal to such Repayment Instalment to end on the Repayment Date relating to it and the remaining part of that Tranche shall have the Interest Period selected in the relevant Selection Notice, subject to
                  paragraph (e) of 9.1 (Selection of Interest Periods).

            


    

  

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

            


    

  

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

            


    

  

  
    
      	9.3	
              Non-Business Days

            


    

  

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

  
    
      	10	
              CHANGES TO THE CALCULATION OF INTEREST

            


    

  

  
    
      	10.1	
              Unavailability of Screen Rate

            


    

  

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

            


    

  

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

            


    

  

  
    
      	

            	(i)	
              dollars; or

            


    

  

  
    
      	

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

            


    

  

  
    39

    
      


  

  

  

  

  

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

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

            


    

  

  
    
      	10.2	
              Calculation of Reference Bank Rate

            


    

  

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

            


    

  

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

            


    

  

  
    
      	10.3	
              Market disruption

            


    

  

  If before close of business in London on the Quotation Day for the relevant Interest Period the
      Facility Agent receives notification from a Lender or Lenders (whose participations in the Loan or the relevant part of the Loan exceed 10 per cent. of the Loan or the relevant part of the Loan as appropriate) (the "Relevant

        Lender") that the cost to it of funding its participation in the Loan or that part of the Loan from whatever source it may reasonably select would be in excess of LIBOR then Clause 10.4 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.

  
    
      	10.4	
              Cost of funds

            


    

  

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

            


    

  

  
    
      	

            	(i)	
              the Margin; and

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(c)	
              Subject to Clause (c) (Replacement of Screen Rate), any




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

            


    

  

  
    
      	

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

            


    

  

  
    40

    
      


  

  

  

  

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

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

  
    
      	10.5	
              Notification to Borrowers

            


    

  

  If Clause 10.4 (Cost of funds) applies the Facility Agent shall, as soon as is practicable, notify the Borrowers.

  
    
      	10.6	
              Break Costs

            


    

  

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

            


    

  

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

            


    

  

  
    
      	11	
              FEES

            


    

  

  
    
      	11.1	
              Commitment fee

            


    

  

  
    
      	(a)	
              The Borrowers have paid to the Facility Agent (for the account of each Lender) a fee computed at the rate of 1.00 per cent. per annum on that Lender's Available
                  Commitment from time to time for the Availability Period.

            


    

  

  
    
      	(b)	
              The accrued commitment fee was payable on the last day of each successive period of three Months which ended during the Availability Period, on the last day of
                  the Availability Period and, if cancelled, on the cancelled amount of the relevant Lender's Commitment at the time the cancellation was effective.

            


    

  

  
    
      	11.2	
              Arrangement fee

            


    

  

  The Borrowers have paid to the Arranger a non-refundable arrangement fee in the amount of $350,000 on
      the date of this Agreement.

  
    
      	11.3	
              Prepayment fee

            


    

  

  
    
      	(a)	
              Subject to paragraph (c) below, the Borrowers must pay to the Facility Agent for each Lender a prepayment fee on the date of prepayment of all or any part of
                  the Loan in the case of a refinancing of all or any part of the Loan by any bank, financial institution, trust, fund or any entity other than a Lender.

            


    

  

  
    41

    
      


  

  

  

  

  

  
    
      	(b)	
              The amount of the prepayment fee is:

            


    

  

  
    
      	

            	(i)	
              if the prepayment occurs on or before the first anniversary of the Drawdown Date, three per cent. of the amount prepaid;

            


    

  

  
    
      	

            	(ii)	
              if the prepayment occurs after the first but on or before the second anniversary of the Drawdown Date, two per cent. of the amount prepaid; and

            


    

  

  
    
      	

            	(iii)	
              if the prepayment occurs after the second but on or before the third anniversary of the Drawdown Date, one per cent. of the amount prepaid.

            


    

  

  
    
      	(c)	
              No prepayment fee shall be payable under this Clause if the prepayment is made after the third anniversary of the Drawdown Date.

            


    

  

  
    42

    
      


  

  

  

  

  

  SECTION 6

      ADDITIONAL PAYMENT OBLIGATIONS

  
    
      	12	
              TAX GROSS UP AND INDEMNITIES

            


    

  

  
    
      	12.1	
              Definitions

            


    

  

  
    
      	(a)	
              In this Agreement:

            


    

  

  "Protected




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

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

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

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

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

            


    

  

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

            


    

  

  
    
      	12.2	
              Tax gross-up

            


    

  

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

            


    

  

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

            


    

  

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

            


    

  

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

            


    

  

  
    
      	(e)	
              Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall
                  deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance

            


    

  

  
    43

    
      


  

  

  

  

  

  Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the
      relevant taxing authority.

  
    
      	12.3	
              Tax indemnity

            


    

  

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

            


    

  

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

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

  
    
      	

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

            


    

  

  
    
      	

            	(A)	
              is compensated for by an increased payment under Clause 12.2 (Tax




                    gross-up); or

            


    

  

  
    
      	

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

            


    

  

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

            


    

  

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

            


    

  

  
    
      	12.4	
              Tax Credit

            


    

  

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

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

            


    

  

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

            


    

  

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

  
    44

    
      


  

  

  

  

  

  
    
      	12.5	
              Stamp taxes

            


    

  

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

  
    
      	12.6	
              VAT

            


    

  

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

            


    

  

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

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

            


    

  

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

            


    

  

  
    45

    
      


  

  

  

  

  

  member for VAT purposes at the relevant time or the relevant representative member (or representative
      or head) of that group or unity at the relevant time (as the case may be).

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

            


    

  

  
    
      	12.7	
              FATCA Information

            


    

  

  
    
      	(a)	
              Subject to paragraph (c) below, each Party shall, within 10 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.

            


    

  

  
    46

    
      


  

  

  

  

  

  
    
      	(e)	
              If a 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 10 Business Days of:

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  supply to the Facility Agent:

  
    
      	

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

            


    

  

  
    
      	

            	(B)	
              any withholding statement or other document, authorisation or waiver as the 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 Borrowers.

            


    

  

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

            


    

  

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

            


    

  

  
    
      	12.8	
              FATCA Deduction

            


    

  

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

            


    

  

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

            


    

  

  
    47

    
      


  

  

  

  

  

  
    
      	13	
              INCREASED COSTS

            


    

  

  
    
      	13.1	
              Increased costs

            


    

  

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(ii)	
              compliance with any law or regulation made,

            


    

  

  in each case after the date of this Agreement; or

  
    
      	

            	(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.

            


    

  

  
    48

    
      


  

  

  

  

  

  
    
      	

            	(iii)	
              "Increased Costs" means:

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(B)	
              an additional or increased cost; or

            


    

  

  
    
      	

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

            


    

  

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

  
    
      	13.2	
              Increased cost claims

            


    

  

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

            


    

  

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

            


    

  

  
    
      	13.3	
              Exceptions

            


    

  

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

  
    
      	

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

            


    

  

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

            


    

  

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

            


    

  

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




                    Cost);

            


    

  

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

            


    

  

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

            


    

  

  
    
      	14	
              OTHER INDEMNITIES

            


    

  

  
    
      	14.1	
              Currency indemnity

            


    

  

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    49

    
      


  

  

  

  

  

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

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

            


    

  

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

            


    

  

  
    
      	14.2	
              Other indemnities

            


    

  

  
    
      	(a)	
              Each Obligor shall, within two Business Days of demand, indemnify each Creditor 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 33 (Sharing among the Finance Parties);

            


    

  

  
    
      	

            	(iii)	
              funding, or making arrangements to fund, its participation in an Advance or the Loan requested by the Borrowers in the Drawdown 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 Creditor Party alone); or

            


    

  

  
    
      	

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

            


    

  

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

            


    

  

  
    50

    
      


  

  

  

  

  

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

            


    

  

  
    
      	14.3	
              Mandatory Cost

            


    

  

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

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

            


    

  

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

            


    

  

  which, in each case, is referable to that lender's participation in the loan.

  
    
      	14.4	
              Indemnity to the Facility Agent

            


    

  

  

  Each Obligor shall, within two Business Days of demand, indemnify the Facility Agent against:

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(ii)	
              acting or relying on any notice, request or instruction which it reasonably believes 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; and

            


    

  

  
    
      	(b)	
              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 34.11 (Disruption to Payment Systems etc.) notwithstanding the Facility
                  Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent in acting as Facility Agent under the Finance Documents.

            


    

  

  
    
      	14.5	
              Indemnity to the Security Agent

            


    

  

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

            


    

  

  
    51

    
      


  

  

  

  

  

  
    
      	

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

            


    

  

  
    
      	

            	(A)	
              any failure by a 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 the Security Agent and each Receiver and Delegate 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 Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct).

            


    

  

  
    
      	(b)	
              The Security Agent and every Receiver and Delegate may, in priority to any payment to the Creditor Parties, indemnify itself out of the Security Assets in
                  respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) and




                  shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.

            


    

  

  
    
      	15	
              COSTS AND EXPENSES

            


    

  

  
    
      	15.1	
              Transaction expenses

            


    

  

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

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

            


    

  

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

            


    

  

  
    52

    
      


  

  

  

  

  

  
    
      	15.2	
              Amendment costs

            


    

  

  If:

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

            


    

  

  
    
      	(b)	
              an amendment is required pursuant to Clause 34.9 (Change of
                    currency); or

            


    

  

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

            


    

  

  the Obligors shall, within two Business Days of 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 Creditor 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 Creditor Party the amount of all costs and expenses
      (including legal fees) incurred by that Creditor 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 Creditor
      Party as a consequence of it entering into a Finance Document, taking or holding the Transaction Security, or enforcing those rights.

  
    53

    
      


  

  

  

  

  

  SECTION 7

      GUARANTEES AND JOINT AND SEVERAL LIABILITY OF BORROWERS

  
    
      	16	
              GUARANTEE AND INDEMNITY - GUARANTOR

            


    

  

  
    
      	16.1	
              Guarantee and indemnity

            


    

  

  The Guarantor irrevocably and unconditionally:

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

            


    

  

  
    
      	(b)	
              undertakes with each Finance Party that whenever a 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 a 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 any
      Transaction Obligor 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 Transaction
      Obligor or any security for those obligations or otherwise) is made by a Creditor 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 Creditor Party) including:

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

            


    

  

  
    54

    
      


  

  

  

  

  

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

            


    

  

  
    
      	(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 Creditor 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

            


    

  

  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 Creditor 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 Creditor 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 any Borrower, any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the Creditor Parties under the Finance Documents and until the end of the Security Period and unless the
      Facility Agent otherwise directs, the Guarantor will not exercise any rights which it may have (whether in

  
    55

    
      


  

  

  

  

  

  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):

  
    
      	(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 Creditor Parties under the Finance Documents or of
                  any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Creditor 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 Creditor 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 Creditor Parties by the Transaction Obligors under or in connection with the Finance Documents to be repaid in full on trust for
      the Creditor Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 34 (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 Creditor 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.

  
    
      	16.10	
              Release of Guarantor

            


    

  

  If a Permitted Ultimate Beneficial Ownership Change is effected (subject to the terms of paragraph (f)
      of Clause 27.10 (Ownership of the Obligors and the Shareholder)), the Finance Parties will release the Guarantor from its obligations under this
      Guarantee subject to:

  
    
      	(a)	
              a person in all respects acceptable to the Facility Agent (acting with the authorisation of all the Lenders in their sole and absolute discretion) (the "New Guarantor") providing, in
                  substitution

            


    

  

  
    56

    
      


  

  

  

  

  

  of this Guarantee, a guarantee of all the Borrowers' obligations under this Agreement and the other
      Finance Documents in such form and by no later than such date as the Facility Agent (acting on the instructions of all the Lenders in their sole discretion) may require; and

  
    
      	(b)	
              the Facility Agent receiving any other documents as it or any other Finance Party may require in connection with the New Guarantor and the release of the
                  Guarantor (including, but not limited to, those referred to at paragraphs 1, 4 and 5 of Part A of Schedule 2) in form and substance satisfactory to the Facility Agent.

            


    

  

  
    
      	17	
              JOINT AND SEVERAL LIABILITY OF THE BORROWERS

            


    

  

  
    
      	17.1	
              Joint and several liability

            


    

  

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

  
    
      	17.2	
              Waiver of defences

            


    

  

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

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

            


    

  

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

            


    

  

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

            


    

  

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

            


    

  

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

            


    

  

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

            


    

  

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

            


    

  

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

            


    

  

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

            


    

  

  
    
      	(j)	
              any insolvency or similar proceedings.

            


    

  

  
    57

    
      


  

  

  

  

  

  
    
      	17.3	
              Principal Debtor

            


    

  

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

  
    
      	

            	17.4	
              Borrower restrictions

            


    

  

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

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

            


    

  

  
    
      	17.5	
              Deferral of Borrowers' rights

            


    

  

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

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

            


    

  

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

            


    

  

  
    
      	18	
              GUARANTEE AND INDEMNITY - HEDGE GUARANTORS

            


    

  

  
    
      	18.1	
              Guarantee and indemnity

            


    

  

  Each Hedge Guarantor irrevocably and unconditionally jointly and severally:

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

            


    

  

  
    58

    
      


  

  

  

  

  

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

            


    

  

  
    
      	(c)	
              agrees with each Hedge Counterparty that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and
                  primary obligation, indemnify that Hedge Counterparty immediately on demand against any cost, loss or liability it incurs as a result of a Borrower not paying any amount which would, but for such unenforceability, invalidity or
                  illegality, have been payable by it under any Hedging Agreement on the date when it would have been due. The amount payable by a Hedge Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18
                  (Guarantee and Indemnity- Hedge Guarantors) if the amount claimed had been recoverable on the basis of a guarantee.

            


    

  

  
    
      	18.2	
              Continuing guarantee

            


    

  

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

  
    
      	18.3	
              Reinstatement

            


    

  

  If any discharge, release or arrangement (whether in respect of the obligations of any Borrower or any
      security for those obligations or otherwise) is made by a Creditor Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise,
      without limitation, then the liability of each Hedge Guarantor under this Clause 18 (Guarantee and Indemnity - Hedge Guarantors) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

  
    
      	18.4	
              Waiver of defences

            


    

  

  The obligations of each Hedge Guarantor under this Clause 18 (Guarantee and Indemnity - Hedge Guarantors) and in respect of any
      Transaction Security will not be affected or discharged by an act, omission, matter or thing which, but for this Clause 18.4 (Waiver of defences), would




      reduce, release or prejudice any of its obligations under this Clause 18 (Guarantee and Indemnity - Hedge Guarantors) or in respect of any Transaction Security (without limitation and whether or not known to it or any Creditor Party) including:

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

            


    

  

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

            


    

  

  
    
      	(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;

            


    

  

  
    59

    
      


  

  

  

  

  

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

            


    

  

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

            


    

  

  
    
      	(g)	
              any insolvency or similar proceedings.

            


    

  

  
    
      	18.5	
              Immediate recourse

            


    

  

  Each Hedge Guarantor waives any right it may have of first requiring any Creditor 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 18 (Guarantee and Indemnity - Hedge Guarantors). This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

  
    	18.6	 Appropriations

          


    

  Until all amounts which may be or become payable by the Borrowers under or in connection with the
      Hedging Agreements have been irrevocably paid in full, each Creditor 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 Creditor Party (or any trustee or agent on its behalf) in
                  respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Hedge Guarantor shall be entitled to the benefit of the same; and

            


    

  

  
    
      	(b)	
              hold in an interest-bearing suspense account any moneys received from any Hedge Guarantor or on account of any Hedge Guarantor's liability under this Clause 18
                  (Guarantee and Indemnity - Hedge
                    Guarantors).

            


    

  

  
    
      	18.7	
              Deferral of Hedge Guarantors' rights

            


    

  

  All rights which each Hedge Guarantor at any time has (whether in respect of this guarantee, a mortgage
      or any other transaction) against any Borrower, any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the Creditor Parties under the Finance Documents and until the end of the Security Period and unless
      the Facility Agent otherwise directs, no Hedge Guarantor will exercise any rights which it may have (whether in respect of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of its obligations under
      the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 18 (Guarantee and Indemnity - Hedge Guarantors):

  
    
      	(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;

            


    

  

  
    60

    
      


  

  

  

  

  

  
    
      	(c)	
              to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Creditor Parties under the Finance Documents or of
                  any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Creditor 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 any Hedge
                  Guarantor has given a guarantee, undertaking or indemnity under Clause 18 (Guarantee and Indemnity - Hedge Guarantors);

            


    

  

  
    
      	(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 Creditor Party.

            


    

  

  If a Hedge Guarantor receives any benefit, payment or distribution in relation to such rights it shall
      hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Creditor Parties by the Transaction Obligors under or in connection with the Finance Documents to be repaid in full on
      trust for the Creditor Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 34 (Payment Mechanics).

  
    
      	18.8	
              Additional security

            


    

  

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

  
    
      	18.9	
              Applicability of provisions of Guarantee to other Security

            


    

  

  Clauses 18.2 (Continuing guarantee), 18.3 (Reinstatement), 18.4 (Waiver of defences), 18.5 (Immediate
      recourse), 18.6 (Appropriations), 18.7 (Deferral of Hedge Guarantors' rights) and 18.8 (Additional security) shall apply, with any necessary modifications, to any Security which a Hedge Guarantor creates (whether at the time at which it signs this
      Agreement or at any later time) to secure the Secured Liabilities or any part of them.

  
    61

    
      


  

  

  

  

  

  SECTION 8

      REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

  
    
      	19	
              REPRESENTATIONS

            


    

  

  
    
      	19.1	
              General

            


    

  

  Each Obligor makes the representations and warranties set out in this Clause 19 (Representations) to each Finance Party on the date of this Agreement.

  
    
      	19.2	
              Status

            


    

  

  
    
      	(a)	
              It is a corporation, 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.

            


    

  

  
    
      	19.3	
              Share capital and ownership

            


    

  

  
    
      	(a)	
              Each of Borrower A and Borrower B is authorised to issue 500 registered shares with a par value of $20 each, all of which shares have been issued fully paid.

            


    

  

  
    
      	(b)	
              Borrower C is authorised to issue 500 registered and/or bearer shares without par value, all of which shares have been issued in registered form fully paid.

            


    

  

  
    
      	(c)	
              The Guarantor is authorised to issue 1,000,000,000 registered shares of common stock with a par value of $0.01 each and 500,000,000 registered preferred shares
                  with a par value of $0.01 each, of which 98,428,387 registered shares of common stock have been issued and are outstanding as at the date of the Deed of Accession, Amendment and Restatement.

            


    

  

  
    
      	(d)	
              legal title to and beneficial interest in the shares in each Borrower is held free of any Security (other than Permitted Security) or any other claim by the
                  Shareholder.

            


    

  

  
    
      	(e)	
              Each Borrower is 100 per cent. owned directly or indirectly (but, if indirectly, only through the Shareholder), by the Guarantor (unless a Permitted Ultimate
                  Beneficial Ownership Change has been effected in accordance with, and subject to, the terms of paragraph (f) of Clause 27.10 (Ownership of
                    the Obligors and the Shareholder)).

            


    

  

  
    
      	(f)	
              The ultimate beneficial ownership and control of at least 50.1 per cent. of the issued and outstanding common stock of the Guarantor (and the voting rights
                  attaching to those shares) is held, directly or indirectly, by the Ultimate Beneficial Owner.

            


    

  

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

            


    

  

  
    
      	19.4	
              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.

  
    62

    
      


  

  

  

  

  

  
    
      	19.5	
              Validity, effectiveness and ranking of Security

            


    

  

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

            


    

  

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

            


    

  

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




                  security.

            


    

  

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

            


    

  

  
    
      	19.6	
              Non-conflict with other obligations

            


    

  

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

  
    
      	(a)	
              any law or regulation applicable to it;

            


    

  

  
    
      	(b)	
              the constitutional documents of any Transaction Obligor; or

            


    

  

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

            


    

  

  
    
      	19.7	
              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 a Borrower, its registration of the Vessel owned by it under the relevant 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.

            


    

  

  
    
      	19.8	
              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

            


    

  

  
    63

    
      


  

  

  

  

  

  
    
      	(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.

  
    
      	19.9	
              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.

            


    

  

  
    
      	19.10	
              Insolvency

            


    

  

  No:

  
    
      	(a)	
              corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 27.8 (Insolvency proceedings); or

            


    

  

  
    
      	(b)	
              creditors' process described in Clause 27.9 (Creditors'
                    process),

            


    

  

  has been taken or, to its knowledge, threatened in relation to a member of the Group; and none of the
      circumstances described in Clause 27.7 (Insolvency) applies to a member of the Group.

  
    
      	19.11	
              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.

  
    
      	19.12	
              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.

  
    
      	19.13	
              No default

            


    

  

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

            


    

  

  
    
      	(b)	
              No other event or circumstance is outstanding which constitutes a default or a termination event (however described) under any other agreement or instrument
                  which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries') assets are subject.

            


    

  

  
    64

    
      


  

  

  

  

  

  
    
      	19.14	
              No misleading information

            


    

  

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

            


    

  

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

            


    

  

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

            


    

  

  
    
      	19.15	
              Financial Statements

            


    

  

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

            


    

  

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

            


    

  

  
    
      	(c)	
              There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the
                  Group, in the case of the Guarantor) since 31 December 2016.

            


    

  

  
    
      	(d)	
              Its most recent financial statements delivered pursuant to Clause 20.2 (Financial statements):

            


    

  

  
    
      	

            	(i)	
              have been prepared in accordance with Clause 20.4 (Requirements as to financial statements); and

            


    

  

  
    
      	

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

            


    

  

  
    
      	(e)	
              Since the date of the most recent financial statements delivered pursuant to Clause 20.2 (Financial statements) there has been no material adverse change in its business, assets or financial condition (or the business or consolidated financial condition of the Group, in the case of the
                  Guarantor).

            


    

  

  
    
      	19.16	
              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.

  
    
      	19.17	
              No proceedings pending or threatened

            


    

  

  
    
      	(a)	
              No material litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual
                  breach of the ISM Code or of the ISPS Code) of or before any court, arbitral body or agency have been started or threatened against it or any other Transaction Obligor (in the case of an Approved Manager, in connection with a Vessel or a
                  Borrower), other than as disclosed to the Facility Agent and the public filings of the Guarantor with the US Securities and Exchange Commission.

            


    

  

  
    65

    
      


  

  

  

  

  

  
    
      	(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 (in the case of an Approved Manager, in
                  connection with a Vessel or a Borrower).

            


    

  

  
    
      	19.18	
              Validity and completeness of the Transaction Documents

            


    

  

  
    
      	(a)	
              Each of the Transaction Documents to which any Charterer and each Transaction Obligor is a party constitutes legal, valid, binding and enforceable obligations
                  of that Charterer and each Transaction Obligor.

            


    

  

  
    
      	(b)	
              The copies of the Transaction Documents delivered to the Facility Agent before the date of this Agreement are true and complete copies.

            


    

  

  
    
      	(c)	
              No amendments or additions to the Transaction Documents have been agreed nor has any Charterer or any Transaction Obligor waived any of its respective rights
                  under the Transaction Documents.

            


    

  

  
    
      	19.19	
              Valuations

            


    

  

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

            


    

  

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

            


    

  

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

            


    

  

  
    
      	19.20	
              No breach of laws

            


    

  

  It has not (and no other Transaction Obligor has) breached any law or regulation which breach has or is
      reasonably likely to have a Material Adverse Effect.

  
    
      	19.21	
              No Charter

            


    

  

  Except as disclosed by the Borrowers to the Security Agent in writing on or before the date of this
      Agreement, no Vessel is subject to any Charter other than a Permitted Charter.

  
    
      	19.22	
              Compliance with Environmental Laws

            


    

  

  All Environmental Laws relating to the ownership, operation and management of each Vessel 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.

  
    66

    
      


  

  

  

  

  

  
    
      	19.23	
              No Environmental Claim

            


    

  

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

  
    
      	19.24	
              No Environmental Incident

            


    

  

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

  
    
      	19.25	
              ISM and ISPS Code compliance

            


    

  

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

  
    
      	19.26	
              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 (or any other member of the Group) with respect to Taxes.

            


    

  

  
    
      	19.27	
              Financial Indebtedness

            


    

  

  
    
      	(a)	
              No Borrower has any Financial Indebtedness outstanding other than Permitted Financial Indebtedness.

            


    

  

  
    
      	(b)	
              No Borrower has acquired or invested in any additional assets and/or investments other than its Vessel.

            


    

  

  
    
      	19.28	
              Overseas companies

            


    

  

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

  
    
      	19.29	
              Good title to assets

            


    

  

  It and each other Transaction Obligor 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.

  
    
      	19.30	
              Ownership

            


    

  

  
    
      	(a)	
              Each Borrower is the sole legal and beneficial owner of all rights and interests which any Charter creates in favour of that Borrower.

            


    

  

  
    
      	(b)	
              Each Borrower is the sole legal and beneficial owner of the Vessel owned by it, its Earnings and its Insurances.

            


    

  

  
    67

    
      


  

  

  

  

  

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

            


    

  

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

            


    

  

  
    
      	19.31	
              Place of business

            


    

  

  No Transaction Obligor has a place of business in the United Kingdom or the United States of America.

  
    
      	19.32	
              No employee or pension arrangements

            


    

  

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

  
    
      	19.33	
              Sanctions

            


    

  

  
    
      	(a)	
              No Transaction Obligor:

            


    

  

  
    
      	

            	(i)	
              and no director or officer, or to the best of its knowledge employee, of a Transaction Obligor, is a Prohibited Person;

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(iii)	
              owns or controls a Prohibited Person.

            


    

  

  
    
      	(b)	
              No proceeds of 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.

            


    

  

  
    
      	19.34	
              US Tax Obligor

            


    

  

  No Transaction Obligor is a US Tax Obligor.

  
    
      	19.35	
              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 Drawdown Request and the first day of each Interest Period.

  
    
      	20	
              INFORMATION UNDERTAKINGS

            


    

  

  
    
      	20.1	
              General

            


    

  

  The undertakings in this Clause 20 (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.

  
    68

    
      


  

  

  

  

  

  
    
      	20.2	
              Financial statements

            


    

  

  
    
      	(a)	
              Subject to paragraph (c) below, each Obligor shall supply to the Facility Agent in sufficient copies for all the Lenders:

            


    

  

  
    
      	

            	(i)	
              as soon as they become available, but in any event within 180 days after the end of each of its financial years (commencing with the financial year ended on 31
                  December 2017):

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(ii)	
              as soon as the same become available, but in any event within 90 days after the end of each half of each of its financial years (commencing with the financial
                  half year ended on 31 December 2017), the unaudited financial statements of each Borrower for that financial half year; and

            


    

  

  
    
      	

            	(iii)	
              as soon as the same become available, but in any event within 90 days after the end of each quarter of each of its financial years (commencing with the
                  financial quarter ended on 31 December 2017), the unaudited consolidated financial statements of the Guarantor for that financial quarter,

            


    

  

  Provided




        that in the case of the unaudited financial statements to be provided by each Borrower under sub-paragraph (a)(i) above, such unaudited financial statements shall not be required in relation to a half year ending at the financial year end
      in addition to the audited financial statements to be provided by that Borrower under sub-paragraph (a)(i)(A) above.

  
    
      	(b)	
              The financial statements required to be provided by the Obligors under paragraph (a) above shall include, or shall be supplemented by, updated details of all
                  off balance sheets and time charter hire commitments.

            


    

  

  
    
      	(c)	
              To the extent that the financial statements and other information required to be provided by each Obligor to the Facility Agent under paragraph (a) above are
                  published on the internet by, or on behalf of such Obligor, such statements and information must be made immediately available to the Facility Agent and in any event within 5 Business Days of such publication.

            


    

  

  
    
      	20.3	
              Compliance Certificate

            


    

  

  
    
      	(a)	
              The Guarantor shall supply to the Facility Agent, with each set of financial statements delivered pursuant to paragraph (a)(i)(B) and paragraph (a)(iii) of
                  Clause 20.2 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with
                  Clause 21 (Financial Covenants) as at the date as at which those financial statements were drawn up and including, without
                  limitation, valuations (at the cost of the Borrowers) in a form acceptable to the Facility Agent evidencing the Market Value of each Fleet Vessel.

            


    

  

  
    
      	(b)	
              Each Compliance Certificate shall be signed by an officer or any other authorised signatory of the Guarantor.

            


    

  

  
    69

    
      


  

  

  

  

  

  
    
      	20.4	
              Requirements as to financial statements

            


    

  

  
    
      	(a)	
              Each set of financial statements delivered by an Obligor pursuant to Clause 20.2 (Financial statements) shall be certified by an officer or any other authorised signatory of the company as giving a true and fair view (if audited) or fairly representing (if unaudited) its financial
                  condition and operations as at the date as at which those financial statements were drawn up.

            


    

  

  
    
      	(b)	
              Each Borrower shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 20.2 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial
                  Statements for that Obligor unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors (or, if appropriate,
                  the auditors of that Obligor) deliver to the Facility Agent:

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(ii)	
              sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 21 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial
                  statements and that Obligor's Original Financial Statements.

            


    

  

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

  
    
      	20.5	
              Information: miscellaneous

            


    

  

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

  
    
      	(a)	
              upon the Facility Agent's request, all documents dispatched by it to its shareholders (or any class of them) or its creditors generally at the same time as they
                  are dispatched unless, in the case of the Guarantor, it is clear that such documents dispatched by the Guarantor are not considered material in the context of any Finance Document;

            


    

  

  
    
      	(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, or to the best of the Obligor's knowledge threatened or pending, against any Transaction Obligor or any member of the Group,
                  and which might, if adversely determined, have a Material Adverse Effect;

            


    

  

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

            


    

  

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

            


    

  

  
    70

    
      


  

  

  

  

  

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

            


    

  

  
    
      	

            	(i)	
              each Vessel, goods transported on each Vessel, its Earnings, its Insurances, the Shareholder or any other Transaction Obligor;

            


    

  

  
    
      	

            	(ii)	
              the Security Assets;

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(iv)	
              the financial condition, business and operations of any member of the Group, as any Finance Party (through the Facility Agent) may reasonably request; and

            


    

  

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

            


    

  

  
    
      	20.6	
              Notification of Default

            


    

  

  
    
      	(a)	
              Each Obligor shall, and shall procure that each other Transaction Obligor shall, notify the Facility Agent:

            


    

  

  
    
      	

            	(i)	
              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); and

            


    

  

  
    
      	

            	(ii)	
              promptly upon becoming aware of the same, of any breach of any Sanctions applicable to any Vessel, any Transaction Obligor or any party to any agreement
                  relating to any Vessel.

            


    

  

  
    
      	(b)	
              Promptly upon a request by the Facility Agent, each Borrower shall supply to the Facility Agent a certificate signed by an authorised signatory 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).

            


    

  

  
    
      	20.7	
              Use of websites

            


    

  

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




                    Website") if:

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  If any Lender (a "Paper Form Lender") does not agree to the delivery of information electronically then the Facility Agent shall notify
      the Obligors accordingly and each Obligor

  
    71

    
      


  

  

  

  

  

  shall supply the information to the Facility Agent (in sufficient copies for each Paper Form Lender) in
      paper form. In any event each Obligor shall supply the Facility Agent with at least one copy in paper form of any information required to be provided by it.

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

            


    

  

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  If an Obligor notifies the Facility Agent under 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.

            


    

  

  
    
      	20.8	
              "Know your customer" checks

            


    

  

  
    
      	(a)	
              If:

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(ii)	
              any change in the status of a Transaction Obligor (or of a Holding Company 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

  
    72

    
      


  

  

  

  

  

  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 pursuant to the transactions contemplated in the Finance Documents.

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

            


    

  

  
    
      	21	
              FINANCIAL COVENANTS

            


    

  

  
    
      	21.1	
              Borrowers' minimum liquidity

            


    

  

  Each Borrower shall ensure that, as from the Drawdown Date and at all times thereafter during the
      Security Period, an amount of not less than $1,000,000 (the "Minimum Liquidity Amount") shall:

  
    
      	

            	(a)	
              unless paragraph (b) below applies, be credited in its entirety to its Earnings Account; or

            


    

  

  
    
      	

            	(b)	
              where that Borrower has opened and elected to place funds on its Time Deposit Account, be credited in its entirety to that Borrower's Time Deposit Account.

            


    

  

  The Minimum Liquidity Amount in respect of each Borrower shall be pledged in its Earnings Account or
      its Time Deposit Account pursuant to the relevant Account Security and shall remain blocked and may not be withdrawn.

  
    
      	21.2	
              Guarantor's financial covenants

            


    

  

  The Guarantor shall ensure that at all times during the Security Period the following covenants shall
      be complied with:

  
    
      	(a)	
              the Working Capital shall be greater than zero;

            


    

  

  
    
      	(b)	
              it has Cash and Cash Equivalents of the Guarantor (on a consolidated basis) of at least $15,000,000; and

            


    

  

  
    
      	(c)	
              the ratio of Total Net Liabilities to Net Market Value Adjusted Total Assets shall be less than 50 per cent.

            


    

  

  In this Clause 21.2 (Guarantor's financial covenants):

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

  
    
      	

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

            


    

  

  
    
      	

            	(b)	
              Marketable Securities valued at their then published market value rates owned by the members of the Group at that date; and

            


    

  

  
    
      	

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

            


    

  

  
    73

    
      


  

  

  

  

  

  
    
      	

            	(d)	
              which are free from any Security and/or restrictions and to which any member of the Group is beneficially entitled at that time and which are readily available
                  to the members of the Group and capable of being applied against Financial Indebtedness, but also including any cash deposit which is blocked and/or otherwise restricted and/or subject to a Security if the sole purpose of such deposit
                  and/or restriction and/or Security is the maintenance of a minimum liquidity covenant under borrowing arrangements of any member of the Group, as demonstrated by the then most recent Financial Statements.

            


    

  

  "Current




        Assets" means, in respect of any Relevant Period, the amount of the current assets of the Guarantor and the members of the Group (on a consolidated basis) as shown in the Latest Financial Statements.

  "Current




        Liabilities" means, in respect of any Relevant Period, the amount of the current liabilities of the Guarantor and the members of the Group (on a consolidated basis) (as shown in the Latest Financial Statements) less the current liabilities
      maturing after six (6) months of the relevant Testing Date, as shown in the Latest Financial Statements.

  "Fleet
        Vessels" means all vessels (including the Vessels) from time to time directly or indirectly owned by the Guarantor (each, a "Fleet Vessel").

  "Latest
        Financial Statements" means the financial statements of the Guarantor which are required to be delivered pursuant to Clause 20.2 (Financial
        statements) relating to a period ending on a Testing Date.

  "Market
        Value Adjusted Total Assets" means, in respect of any Relevant Period, Total Assets adjusted to reflect the difference between the book values of all Fleet Vessels and the aggregate Market Value of all Fleet Vessels.

  "Marketable




        Securities" means any bonds, stocks, notes or bills payable in a freely convertible and transferable currency and which are listed on a stock exchange acceptable to the Facility Agent.

  "Net
        Market Value Adjusted Total Assets" means, in respect of any Relevant Period, Market Value Adjusted Total Assets less Cash and Cash Equivalents, each as shown in the Latest Financial Statements.

  "Relevant




        Period" means each period of three months ending on 31 March, 30 June, 30 September and 31 December in each financial year of the Guarantor.

  "Testing




        Date" means the last date of any quarterly period at the end of which the financial statements of the Guarantor that are required to be delivered pursuant to paragraph (a) of Clause 20.2 (Financial statements) are prepared.

  "Total
        Assets" means, in respect of any Relevant Period, the aggregate book value of all current assets, fixed assets, and other assets and restricted cash of the Guarantor on a consolidated basis as shown in the Latest Financial Statements but
      excluding any assets held on trust.

  "Total
        Liabilities" means, in respect of any Relevant Period, the aggregate book value of all liabilities of the Guarantor at any time on a consolidated basis as shown in the Latest Financial Statements.

  
    74

    
      


  

  

  

  

  

  "Total
        Net Liabilities" means, in respect of any Relevant Period, Total Liabilities less Cash and Cash Equivalents, each as shown in the Latest Financial Statements.

  "Working




        Capital" means, in respect of any Relevant Period, Current Assets less Current Liabilities.

  
    
      	21.3	
              Testing

            


    

  

  The financial covenants set out in Clause 21.2 (Guarantor's financial covenants) shall be calculated as per each Testing Date in accordance with GAAP and tested by reference to each of the financial statements of the Guarantor delivered
      pursuant to paragraphs (a)(i)(B) or (a)(iii) of Clause 20.2 (Financial statements) and/or each Compliance Certificate delivered pursuant to
      Clause 20.3 (Compliance Certificate).

  
    
      	22	
              GENERAL UNDERTAKINGS

            


    

  

  
    
      	22.1	
              General

            


    

  

  The undertakings in this Clause 22 (General Undertakings) remain in force throughout the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may
      otherwise permit (such permission not to be unreasonably withheld in the case of Clause 22.12 in relation to an Approved Manager).

  
    
      	22.2	
              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
      applicable Approved Flag at any time of each Vessel 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 and in the state of the Approved Flag at any time of
                  each Vessel or any Transaction Document to which it is a party; and

            


    

  

  
    
      	

            	(iii)	
              own and operate the relevant Vessel (in the case of a Borrower).

            


    

  

  
    
      	22.3	
              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.

  
    
      	22.4	
              Environmental compliance

            


    

  

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

  
    
      	(a)	
              comply with all Environmental Laws;

            


    

  

  
    75

    
      


  

  

  

  

  

  
    
      	(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.

  
    
      	22.5	
              Environmental claims

            


    

  

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

  
    
      	(a)	
              any Environmental Claim against any member of the Group which is current, pending or threatened; and

            


    

  

  
    
      	(b)	
              any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the Group,

            


    

  

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

  
    
      	22.6	
              Taxation

            


    

  

  
    
      	(a)	
              Each Obligor shall, and shall procure that each other Transaction Obligor (other than an Approved Manager) 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 its latest financial statements
                  delivered to the Facility Agent under Clause 20.2 (Financial statements); 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, and the Obligors shall procure that no other Transaction Obligor (other than an Approved Manager) will, change its residence for Tax purposes.

            


    

  

  
    
      	22.7	
              Overseas companies

            


    

  

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

  
    
      	22.8	
              Pari passu ranking

            


    

  

  Each Obligor shall 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

  
    76

    
      


  

  

  

  

  

  of all its other unsecured and unsubordinated creditors except those creditors whose claims are
      mandatorily preferred by laws of general application to companies.

  
    
      	22.9	
              Title

            


    

  

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

            


    

  

  
    
      	

            	(i)	
              the Vessel owned by it, its Earnings and its 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 that
                  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.

            


    

  

  
    
      	22.10	
              Negative pledge

            


    

  

  
    
      	(a)	
              No Borrower shall, and the Obligors shall procure that the Shareholder will not, create or permit to subsist any Security over any of its assets (which are, in
                  the case of the Shareholder, the subject of the Security created or intended to be created by the Finance Documents).

            


    

  

  
    
      	(b)	
              No Borrower shall:

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(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.

            


    

  

  
    
      	22.11	
              Disposals

            


    

  

  Subject to Clause 24.17 (Restrictions on chartering, appointment of managers etc.), no Borrower shall, and the Obligors shall procure that the Shareholder will 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 any Vessel, its Earnings or its Insurances) which is, in the case of the Shareholder, the subject of the Security
      created or intended to be created by the Finance Documents.

  
    
      	22.12	
              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 in the case of a reorganisation of a Borrower arising in connection with a Permitted Ultimate

  
    77

    
      


  

  

  

  

  

  Beneficial Ownership Change and subject to paragraph (f) of Clause 27.10 (Ownership of the Obligors and the Shareholder)).

  
    
      	22.13	
              Change of business

            


    

  

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

            


    

  

  
    
      	(b)	
              No Borrower shall engage in any business other than the ownership and operation of its Vessel.

            


    

  

  
    
      	22.14	
              Financial Indebtedness

            


    

  

  No Borrower shall incur or permit to be outstanding any Financial Indebtedness except (i) Permitted
      Financial Indebtedness and (ii) Financial Indebtedness owed to trade creditors of that Borrower in the ordinary course of its business in relation to the trading and operation of its Vessel.

  
    
      	22.15	
              Expenditure

            


    

  

  No Borrower shall incur any expenditure, except for expenditure reasonably incurred in the ordinary
      course of owning, operating, maintaining and repairing its Vessel.

  
    
      	22.16	
              Share capital

            


    

  

  
    
      	(a)	
              No Borrower shall:

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(ii)	
              increase or reduce its authorised share capital;

            


    

  

  
    
      	

            	(iii)	
              issue any further shares except to the Shareholder and provided such new shares are in registered form and made subject to the terms of the relevant Shares
                  Security immediately upon the issue of such new shares in a manner satisfactory to the Facility Agent and the terms of the relevant Shares Security are complied with;

            


    

  

  
    
      	

            	(iv)	
              appoint any further director or officer of that Borrower (unless the provisions of the relevant Shares Security are complied with); or

            


    

  

  
    
      	

            	(v)	
              convert any of its shares into bearer form.

            


    

  

  
    
      	(b)	
              The Guarantor shall ensure that none of the shares in a Borrower or the Shareholder are converted into, or issued in, bearer form.

            


    

  

  
    
      	22.17	
              Dividends

            


    

  

  
    
      	(a)	
              No Obligor shall make or pay any dividend or other distribution (in cash or in kind) in respect of its share capital following the occurrence of an Event of
                  Default which is continuing or where the making or payment of such dividend or distribution would result in the occurrence of an Event of Default.

            


    

  

  
    78

    
      


  

  

  

  

  

  
    
      	22.18	
              People of significant control regime

            


    

  

  Each Obligor shall (and the Guarantor shall ensure that each other Transaction Obligor will):

  
    
      	(a)	
              within the relevant timeframe, comply with any notice it receives pursuant to Part 21A of the Companies Act 2006 from any company incorporated in the United
                  Kingdom whose shares are the subject of the Transaction Security; and

            


    

  

  
    
      	(b)	
              promptly provide the Security Agent with a copy of that notice.

            


    

  

  
    
      	22.19	
              Accounts

            


    

  

  No Borrower shall open or maintain any account with any bank or financial institution except its
      Accounts.

  
    
      	22.20	
              Other transactions

            


    

  

  No Borrower shall:

  
    
      	(a)	
              be the creditor in respect of any loan or any form of credit to any person other than another 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 a Borrower assumes any liability of any other person other than any guarantee or indemnity given under the Finance Documents other than the incurrence of liabilities to trade creditors in the ordinary course of
                  its business in relation to the trading and operation of its Vessel.

            


    

  

  
    
      	(c)	
              enter into any material agreement other than:

            


    

  

  
    
      	

            	(i)	
              the Transaction Documents;

            


    

  

  
    
      	

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

            


    

  

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

            


    

  

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

            


    

  

  
    
      	22.21	
              Unlawfulness, invalidity and ranking; Security imperilled

            


    

  

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

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

            


    

  

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

            


    

  

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

            


    

  

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

            


    

  

  
    79

    
      


  

  

  

  

  

  
    
      	(e)	
              imperil or jeopardise the Transaction Security.

            


    

  

  
    
      	22.22	
              Separate corporate existence

            


    

  

  Each Borrower shall maintain separate corporate existence and identity, shall keep separate records,
      books and accounts and shall not co-mingle its assets nor become a member of a VAT Group.

  
    
      	22.23	
              Accounting reference date

            


    

  

  No Obligor shall change its year end accounting reference date.

  
    
      	22.24	
              Securitisation

            


    

  

  Each Obligor shall, and the Obligors shall procure that each other Transaction Obligor (other than an
      Approved Manager) will, assist the Facility Agent and/or any Lender in achieving a successful securitisation (or similar transaction) in respect of the Facility and the Finance Documents and such Transaction Obligor's reasonable costs for providing
      such assistance shall be met by the relevant Lender. Each Borrower, if requested by the Facility Agent, shall provide documentation evidencing the purchase price of the Vessel owned by it when acquired by that Borrower.

  
    
      	22.25	
              Constitutional documents

            


    

  

  Without prejudice to Clause 22.16 (Share capital) and the terms of any Shares Security, no Obligor shall allow any amendment or variation to its constitutional documents unless such amendment or variation would clearly be immaterial to this
      Agreement and the other Finance Documents.

  
    
      	22.26	
              Further assurance

            


    

  

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(ii)	
              to confer on the Security Agent or confer on the Creditor 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;

            


    

  

  
    80

    
      


  

  

  

  

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	(b)	
              Each Obligor shall, and shall procure that each other Transaction Obligor will take all such action as is available to it (including making all filings and
                  registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Creditor 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 22.26 (Further assurance), that Obligor shall deliver, or shall procure that such other Transaction Obligor will deliver, to the Security Agent
                  a certificate signed by an officer of that Obligor or that Transaction Obligor which shall:

            


    

  

  
    
      	

            	(i)	
              set out the text of a resolution of that Obligor's or Transaction Obligor's directors specifically authorising the execution of the document specified by the
                  Security Agent; and

            


    

  

  
    
      	

            	(ii)	
              state that either the resolution was duly passed at a meeting of the directors validly convened and held, throughout which a quorum of directors entitled to
                  vote on the resolution was present, or that the resolution has been signed by all the directors and is valid under that Obligor's or Transaction Obligor's articles of incorporation, articles of association or other constitutional
                  documents.

            


    

  

  
    
      	22.27	
              Charterparty Assignment

            


    

  

  Upon a Borrower entering into an Assignable Charter, it shall enter into a Charterparty Assignment in
      respect of that Assignable Charter and shall procure that all relevant documents pursuant to that Charterparty Assignment in the agreed form are (and shall use its best endeavours to procure that the Charterer's acknowledgement to that Charterparty
      Assignment is) delivered to the Facility Agent in a form satisfactory to it and any supporting legal opinions as may be required by it.

  
    
      	22.28	
              Subordination

            


    

  

  Each Obligor shall ensure that any loans to any Borrower, any sums owed to any Approved Manager in
      connection with any Borrower and/or any Ship, any claims of the Guarantor against any Borrower and any intra-group debt are fully subordinated to the Secured Liabilities.

  
    
      	23	
              INSURANCE  UNDERTAKINGS

            


    

  

  
    
      	23.1	
              General

            


    

  

  The undertakings in this Clause 23 (Insurance Undertakings) remain in force on and from the Drawdown Date and throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders
      (or, where specified, all the Lenders) may otherwise permit.

  
    81

    
      


  

  

  

  

  

  
    
      	23.2	
              Maintenance of obligatory insurances

            


    

  

  Each Borrower shall keep the Vessel owned by it insured at its expense against:

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

            


    

  

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

            


    

  

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

            


    

  

  
    
      	(d)	
              freight, demurrage and defence; and

            


    

  

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

            


    

  

  
    
      	23.3	
              Terms of obligatory insurances

            


    

  

  Each Borrower shall effect such insurances in respect of the Vessel owned by it:

  
    
      	(a)	
              in dollars;

            


    

  

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

            


    

  

  
    
      	

            	(i)	
              an amount which, when aggregated with the amounts for which the other Mortgaged Vessels are insured for such risks, equals 120 per cent. of the aggregate of (A)
                  the Loan and (B) the Hedging Close Out Liabilities; and

            


    

  

  
    
      	

            	(ii)	
              the Market Value of that Vessel;

            


    

  

  
    
      	(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 but such amount shall not be less than $1,000,000,000;

            


    

  

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

            


    

  

  
    
      	(e)	
              in the case of the hull and machinery insurance, on the basis that the deductible is not higher than the Major Casualty figure;

            


    

  

  
    
      	(f)	
              in the case where a Vessel is insured on a fleet policy, on the basis that each vessel insured on that fleet policy is deemed to be insured on an individual
                  basis;

            


    

  

  
    
      	(g)	
              on approved terms; and

            


    

  

  
    82

    
      


  

  

  

  

  

  
    
      	(h)	
              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.

            


    

  

  
    
      	23.4	
              Further protections for the Finance Parties

            


    

  

  In addition to the terms set out in Clause 23.3 (Terms of obligatory insurances), each Borrower shall procure that the obligatory insurances effected by it shall:

  
    
      	(a)	
              name that Borrower as the sole named insured unless the interest of every other named insured is limited:

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

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

  
    
      	(b)	
              name the Security Agent as loss payee with such directions for payment as the Facility Agent may specify;

            


    

  

  
    
      	(c)	
              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;

            


    

  

  
    
      	(d)	
              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

            


    

  

  
    
      	(e)	
              provide that the Security Agent may make proof of loss if that Borrower fails to do so.

            


    

  

  
    
      	23.5	
              Renewal of obligatory insurances

            


    

  

  Each Borrower shall:

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

            


    

  

  
    
      	

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

            


    

  

  

  

  
    83

    
      


  

  

  

  

  

  
    
      	

            	(ii)	
              obtain the Facility Agents' approval to the matters referred to in sub-paragraph (i) of paragraph (a) above;

            


    

  

  
    
      	(b)	
              at least 14 days before the expiry of any obligatory insurance, renew that obligatory insurance in accordance with the Facility Agent's approval pursuant to
                  paragraph (a) above; and

            


    

  

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

            


    

  

  
    
      	23.6	
              Copies of policies; letters of undertaking

            


    

  

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

  
    
      	
              (a)

               

                

              (b)

                

            	
              proforma copies of all policies relating to the
                  obligatory insurances which they are to effect or renew; and

               

                a letter or letters or undertaking in a form required by the Facility Agent and including undertakings by the Approved Brokers that:

              

            


    

  

  
     

  

  
    
      	

            	(i)	
              they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying with the provisions of Clause 23.4 (Further protections for the Finance Parties);

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(vi)	
              they will not set off against any sum recoverable in respect of a claim relating to the Vessel owned by that Borrower under such obligatory insurances any
                  premiums or other amounts due to them or any other person whether in respect of other vessels under the fleet cover to which that Vessel relates or otherwise, they waive any lien on the policies, or any sums received under them, which
                  they might have in respect of such premiums or other amounts in relation to other vessels under the fleet cover and they will not cancel such obligatory insurances by reason of non-payment of such premiums or other amounts in relation to
                  other vessels under that fleet cover and will arrange for a separate policy to be issued in respect of that Vessel forthwith upon being so requested by the Security Agent; and

            


    

  

  
    
      	

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

            


    

  

  
    84

    
      


  

  

  

  

  

  
    
      	23.7	
              Copies of certificates of entry

            


    

  

  Each Borrower shall ensure that any protection and indemnity and/or war risks associations in which the
      Vessel owned by it is entered provide the Security Agent with:

  
    
      	(a)	
              the certificate of entry for that Vessel;

            


    

  

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

            


    

  

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

            


    

  

  
    
      	23.8	
              Deposit of original policies

            


    

  

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

  
    
      	23.9	
              Payment of premiums

            


    

  

  Each Borrower shall punctually pay all premiums or other sums payable in respect of the obligatory
      insurances effected by it and produce all relevant receipts when so required by the Facility Agent or the Security Agent.

  
    
      	23.10	
              Guarantees

            


    

  

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

  
    
      	23.11	
              Compliance with terms of insurances

            


    

  

  
    
      	(a)	
              No Borrower shall do or omit to do (or permit to be done or not to be done) any act or thing which would or might render any obligatory insurance invalid, void,
                  voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part.

            


    

  

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

            


    

  

  
    
      	

            	(i)	
              take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and (without limiting the
                  obligation contained in sub-paragraph (iii) of paragraph (b) of Clause 23.6 (Copies of policies; letters of undertaking)) ensure
                  that the obligatory insurances are not made subject to any exclusions or qualifications to which the Facility Agent has not given its prior approval;

            


    

  

  
    
      	

            	(ii)	
              not make any changes relating to the classification or classification society or manager or operator of the Vessel owned by it approved by the underwriters of
                  the obligatory insurances without obtaining the prior consent of the insurers;

            


    

  

  
    
      	

            	(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 Vessel owned by it is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable
                  legislation); and

            


    

  

  
    85

    
      


  

  

  

  

  

  
    
      	

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

            


    

  

  
    
      	23.12	
              Alteration to terms of insurances

            


    

  

  No Borrower shall make or agree to any alteration to the terms of any obligatory insurance or waive any
      right relating to any obligatory insurance.

  
    
      	23.13	
              Settlement of claims

            


    

  

  Each Borrower shall:

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

            


    

  

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

            


    

  

  
    
      	23.14	
              Provision of copies of communications

            


    

  

  Each Borrower shall provide the Security Agent, at the time of each such communication, with copies of
      all written communications between that Borrower and:

  
    
      	(a)	
              the Approved Brokers;

            


    

  

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

            


    

  

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

            


    

  

  which relate directly or indirectly to:

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	23.15	
              Provision of information

            


    

  

  Each Borrower shall promptly provide the Facility Agent (or any persons which it may designate) with
      any information which the Facility Agent (or any such designated person) requests for the purpose of:

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

            


    

  

  
    
      	(b)	
              effecting, maintaining or renewing any such insurances as are referred to in Clause 23.16 (Mortgagee's interest, additional perils and mortgagee's rights insurances) or dealing with or considering any matters relating to any such insurances,

            


    

  

  
    86

    
      


  

  

  

  

  

  and the Borrowers 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.

  
    
      	23.16	
              Mortgagee's interest, additional perils and mortgagee's rights insurances

            


    

  

  The Security Agent shall be entitled from time to time to effect, maintain and renew:

  
    
      	(a)	
              a mortgagee's interest insurance in an amount of not less than 120 per cent. of the aggregate of (i) the Loan and (ii) the Hedging Close Out Liabilities;

            


    

  

  
    
      	(b)	
              a mortgagee's interest additional perils insurance in an amount of not less than 120 per cent. of the aggregate of (i) the Loan and (ii) the Hedging Close Out
                  Liabilities;

            


    

  

  
    
      	(c)	
              if applicable, a mortgagee's rights insurance in an amount of not less than 110 per cent. of the aggregate of (i) the Loan and (ii) the Hedging Close Out
                  Liabilities,

            


    

  

  and the Borrowers shall upon demand fully indemnify the Finance Parties in respect of all premiums and
      other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance.

  
    
      	24	
              POST-DELIVERY VESSEL UNDERTAKINGS

            


    

  

  
    
      	24.1	
              General

            


    

  

  The undertakings in this Clause 24 (Post-Delivery Vessel Undertakings) remain in force on and from the Drawdown Date and throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority
      Lenders (or, where specified, all the Lenders) may otherwise permit.

  
    
      	24.2	
              Vessel's names and registration

            


    

  

  Each Borrower shall, in respect of the Vessel owned by it:

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

            


    

  

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

            


    

  

  
    
      	(c)	
              not change the name of that Vessel.

            


    

  

  
    
      	24.3	
              Repair and classification

            


    

  

  Each Borrower shall keep the Vessel owned by it in a good and safe condition and state of repair:

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

            


    

  

  
    
      	(b)	
              so as to maintain that Vessel's Approved Classification free of overdue recommendations and conditions.

            


    

  

  
    87

    
      


  

  

  

  

  

  
    
      	24.4	
              Modifications

            


    

  

  No Borrower shall make any modification or repairs to, or replacement of, any Vessel or equipment
      installed on it which would or might materially alter the structure, type or performance characteristics of that Vessel or materially reduce its value.

  
    
      	24.5	
              Removal and installation of parts

            


    

  

  
    
      	(a)	
              Subject to paragraph (b) below, no Borrower shall remove any material part of the Vessel owned by it, or any item of equipment installed on that Vessel unless:

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(iii)	
              the replacement part or item becomes, on installation on that Vessel, the property of that Borrower and subject to the security constituted by the Mortgage and,
                  where applicable, the Deed of Covenant in respect of that Vessel.

            


    

  

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

            


    

  

  
    
      	24.6	
              Surveys

            


    

  

  Each Borrower shall submit the Vessel owned by it regularly to all periodic or other surveys which may
      be required for classification purposes and, if so required by the Facility Agent acting on the instructions of the Majority Lenders, provide the Facility Agent, with copies of all survey reports.

  
    
      	24.7	
              Inspection

            


    

  

  
    
      	(a)	
              Each Borrower shall permit the Security Agent (acting through surveyors or other persons appointed by it for that purpose) to board the Vessel owned by it at
                  all reasonable times to inspect its condition or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections.

            


    

  

  
    
      	(b)	
              The cost of all inspections under this Clause 24.7 (Inspection)




                  shall be for the account of the Borrowers Provided that if no Event of Default has occurred and the relevant Vessel is found to be in a condition satisfactory to the Facility Agent (acting on the instructions of the Majority
                  Lenders) in all respects, the Borrowers shall not have to pay for more than one inspection in respect of that Vessel in each calendar year.

            


    

  

  
    
      	24.8	
              Prevention of and release from arrest

            


    

  

  
    
      	(a)	
              Each Borrower shall, in respect of the Vessel owned by it, promptly discharge:

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(ii)	
              all Taxes, dues and other amounts charged in respect of that Vessel, its Earnings or its Insurances; and

            


    

  

  
    88

    
      


  

  

  

  

  

  
    
      	

            	(iii)	
              all other outgoings whatsoever in respect of that Vessel, its Earnings or its Insurances.

            


    

  

  
    
      	(b)	
              Each Borrower shall immediately upon receiving notice of the arrest of the Vessel owned by it 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.

            


    

  

  
    
      	24.9	
              Compliance with laws etc.

            


    

  

  Each Borrower shall:

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

            


    

  

  
    
      	

            	(i)	
              relating to its business generally; and

            


    

  

  
    
      	

            	(ii)	
              relating to the Vessel owned by it, 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 relevant Approved Flag;

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

            


    

  

  
    
      	(c)	
              without limiting paragraph (a) above, not employ the Vessel owned by it nor allow its employment, operation or management in any manner contrary to any law or
                  regulation including but not limited to the ISM Code, the ISPS Code, all Environmental Laws and all Sanctions; and

            


    

  

  
    
      	(d)	
              not appoint any manager or agent to manage the Vessel owned by it unless such party undertakes to procure that any agreement entered into relating to the
                  management, employment or operation of that Vessel contains a clause in which the counterparty undertakes to comply with all Sanctions.

            


    

  

  
    
      	24.10	
              ISPS Code

            


    

  

  Without limiting paragraph (a) of Clause 24.9 (Compliance with laws etc.), each Borrower shall:

  
    
      	(a)	
              procure that the Vessel owned by it and the company responsible for that Vessel's compliance with the ISPS Code comply with the ISPS Code; and

            


    

  

  
    
      	(b)	
              maintain an ISSC and an IAPPC for that Vessel; and

            


    

  

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

            


    

  

  
    
      	24.11	
              Green scrapping

            


    

  

  
    
      	(a)	
              Each Borrower shall use reasonable endeavours (including the implementation of internal policies) to ensure that any scrapping of the Vessel owned by it is
                  carried out in accordance with the IMO Convention for the Safe and Environmentally Sound Recycling of Ships.

            


    

  

  
    
      	(b)	
              Each Borrower shall use reasonable endeavours to obtain (in its first survey) and to maintain (in subsequent surveys) a green passport notification (based on
                  the inventory of hazardous materials) for the Vessel owned by it from the relevant Approved Classification Society.

            


    

  

  
    89

    
      


  

  

  

  

  

  
    
      	24.12	
              Sanctions and Vessel trading

            


    

  

  Without limiting Clause 24.9 (Compliance with laws etc.), each Borrower shall procure:

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

            


    

  

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

            


    

  

  
    
      	(c)	
              that the Vessel owned by it shall not be traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in
                  the Insurances.

            


    

  

  
    
      	24.13	
              Trading in war zones

            


    

  

  In the event of hostilities in any part of the world (whether war is declared or not), no Borrower
      shall cause or permit any Vessel to enter or trade to any zone which is declared a war zone by any government or by that Vessel's war risks insurers unless:

  
    
      	(a)	
              the prior written consent of that Vessel's war risks insurers has been obtained and prior written notice has been given by the Borrowers to the Facility Agent;
                  and

            


    

  

  
    
      	(b)	
              that Borrower has (at its expense) effected any special, additional or modified insurance cover which the Security Agent acting on the instructions of the
                  Majority Lenders may require.

            


    

  

  
    
      	24.14	
              Monitoring

            


    

  

  
    
      	(a)	
              Each Borrower shall (or shall procure that the relevant Approved Technical Manager shall) allow the Security Agent (or its agents), at any time and from time to
                  time, to access all information pertaining to the Vessel owned by it (including the movement of that Vessel) using any and all available means.

            


    

  

  
    
      	(b)	
              All costs incurred by the Security Agent (and any of its agents) under paragraph (a) of Clause 24.14 (Monitoring) above shall be for the account of the Lenders.

            


    

  

  
    
      	24.15	
              Provision of information

            


    

  

  Without prejudice to Clause 20.5 (Information: miscellaneous) each Borrower shall, in respect of the Vessel owned by it, promptly provide the Facility Agent with any information which it requests regarding:

  
    
      	(a)	
              that Vessel, its employment, position and engagements;

            


    

  

  
    
      	(b)	
              its Earnings and payments and amounts due to its master and crew;

            


    

  

  
    
      	(c)	
              any expenditure incurred, or likely to be incurred, in connection with the operation, maintenance or repair of that Vessel and any payments made by it in
                  respect of that Vessel;

            


    

  

  
    
      	(d)	
              any towages and salvages; and

            


    

  

  
    
      	(e)	
              its compliance, each Approved Manager's compliance and the compliance of that Vessel with the ISM Code and the ISPS Code,

            


    

  

  
    90

    
      


  

  

  

  

  

  and, upon the Facility Agent's request, each Borrower shall promptly provide copies of class records,
      any inspection reports obtained for the Vessel owned by it, any current Charter relating to that Vessel, any current guarantee of any such Charter, that Vessel's Safety Management Certificate and any relevant Document of Compliance.

  
    
      	24.16	
              Notification of certain events

            


    

  

  Each Borrower shall, in respect of the Vessel owned by it, immediately notify the Facility Agent in
      writing, of:

  
    
      	(a)	
              any casualty to that Vessel which is or is likely to be or to become a Major Casualty;

            


    

  

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

            


    

  

  
    
      	(c)	
              any requisition of that Vessel for hire;

            


    

  

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

            


    

  

  
    
      	(e)	
              any arrest or detention of that Vessel, any exercise or purported exercise of any lien on that Vessel or the Earnings;

            


    

  

  
    
      	(f)	
              any intended dry docking of that Vessel;

            


    

  

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

            


    

  

  
    
      	(h)	
              any claim for breach of the ISM Code or the ISPS Code being made against that Borrower, an Approved Manager or otherwise in connection with that Vessel; or

            


    

  

  
    
      	(i)	
              any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with,

            


    

  

  and that Borrower shall keep the Facility Agent advised in writing on a regular basis and in such
      detail as the Facility Agent shall require as to that Borrower's, any such Approved Manager's or any other person's response to any of those events or matters.

  
    
      	24.17	
              Restrictions on chartering, appointment of managers etc.

            


    

  

  No Borrower shall, in relation to the Vessel owned by it:

  
    
      	(a)	
              let that Vessel on demise charter for any period;

            


    

  

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

            


    

  

  
    
      	(c)	
              change, cancel or terminate any Assignable Charter or any Charter Guarantee in respect of such Assignable Charter;

            


    

  

  
    
      	(d)	
              change, cancel or terminate a Management Agreement;

            


    

  

  
    
      	(e)	
              appoint a manager of that Vessel other than an Approved Manager or agree to any alteration to the terms of an Approved Manager's appointment;

            


    

  

  
    91

    
      


  

  

  

  

  

  
    
      	(f)	
              de activate or lay up that Vessel; or

            


    

  

  
    
      	(g)	
              put that Vessel into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $500,000 (or the
                  equivalent in any other currency) unless that person has first given to the Security Agent and in terms satisfactory to it a written undertaking not to exercise any lien on that Vessel or its Earnings for the cost of such work or for any
                  other reason.

            


    

  

  
    
      	24.18	
              Notice of Mortgage

            


    

  

  Each Borrower shall keep the relevant Mortgage registered against the Vessel owned by it as a valid
      first priority or preferred (as the case may be) mortgage, carry on board that Vessel a certified copy of the relevant Mortgage and place and maintain in a conspicuous place in the navigation room and the master's cabin of that Vessel a framed
      printed notice stating that that Vessel is mortgaged by that Borrower to the Security Agent.

  
    
      	24.19	
              Sharing of Earnings

            


    

  

  No Borrower shall enter into any agreement or arrangement for the sharing of any Earnings.

  
    
      	24.20	
              Nuclear materials

            


    

  

  No Borrower shall permit the Vessel owned by it to carry any nuclear material or any nuclear waste.

  
    
      	24.21	
              Notification of compliance

            


    

  

  Each Borrower shall promptly provide the Facility Agent, upon the Facility Agent's request, from time
      to time with evidence (in such form as the Facility Agent requires) that it is complying with this Clause 24 (Post-Delivery Vessel Undertakings).

  
    
      	25	
              SECURITY COVER

            


    

  

  
    
      	25.1	
              Minimum required security cover

            


    

  

  Clause 25.2 (Provision of additional security; prepayment) applies if the Facility Agent notifies the Borrowers that:

  
    
      	(a)	
              the aggregate Market Value of the Mortgaged Vessels; plus

            


    

  

  
    
      	(b)	
              the net realisable value of additional Security previously provided under this Clause 25.1 (Minimum required security cover),

            


    

  

  is below 130 per cent. of the aggregate of (i) the Loan and (ii) the Hedging Close Out Liabilities.

  
    
      	25.2	
              Provision of additional security; prepayment

            


    

  

  
    
      	(a)	
              If the Facility Agent serves a notice on the Borrowers under Clause 25.1 (Minimum required security cover), the Borrowers shall, on or before the date falling one Month after the date on which the Facility Agent's notice is served (the "Prepayment Date"), prepay such part of the
                  Loan as shall eliminate the shortfall.

            


    

  

  
    
      	(b)	
              The Borrowers may, instead of making a prepayment as described in paragraph (a) above, provide, or ensure that the Guarantor or a third party has provided,
                  additional security (in the

            


    

  

  
    92

    
      


  

  

  

  

  

  form of cash or otherwise) which, in the opinion of the Facility Agent acting on the instructions of
      the Majority Lenders:

  
    
      	

            	(i)	
              has a net realisable value at least equal to the shortfall; and

            


    

  

  
    
      	

            	(ii)	
              is documented in such terms as the Facility Agent may approve or require,

            


    

  

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

  
    
      	25.3	
              Value of additional vessel security

            


    

  

  The net realisable value of any additional security which is provided under Clause 25.2 (Provision of additional security; prepayment) and which consists of Security over a vessel shall be the Market Value of the vessel concerned.

  
    
      	25.4	
              Valuations binding

            


    

  

  Any valuation under this Clause 25 (Security Cover) shall be binding and conclusive as regards each Borrower.

  
    
      	25.5	
              Provision of information

            


    

  

  
    
      	(a)	
              Each Borrower shall promptly provide the Facility Agent and any shipbroker acting under this Clause 25 (Security Cover) with any information which the Facility Agent or the shipbroker may request for the purposes of the valuation.

            


    

  

  
    
      	(b)	
              If a Borrower fails to provide the information referred to in paragraph (a) above by the date specified in the request, the valuation may be made on any basis
                  and assumptions which the shipbroker or the Facility Agent considers prudent.

            


    

  

  
    
      	25.6	
              Prepayment mechanism

            


    

  

  Any prepayment pursuant to Clause 25.2 (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).

  
    
      	25.7	
              Provision of valuations

            


    

  

  
    
      	(a)	
              The Facility Agent shall be entitled to test the security requirements under Clause 25.1 (Minimum required security cover) by reference to valuations in respect of each Vessel from the required number of Approved Valuers semi-annually and in the case of a sale, arrest or Total Loss of a
                  Vessel pursuant to Clause 7.4 (Mandatory prepayment on sale, arrest or Total Loss), and on dates to be selected by the Facility
                  Agent.

            


    

  

  
    
      	(b)	
              The Facility Agent shall at the request of the Lenders additionally be entitled to test the security cover requirement under Clause 25.1 (Minimum required security cover) by reference to a valuation in respect of each Vessel from the required number of Approved Valuers at
                  any time and each such valuation shall be at the expense of the Lenders except where the Borrowers are by means of such valuation(s) shown to be in breach of Clause 25.1 (Minimum required security cover).

            


    

  

  
    93

    
      


  

  

  

  

  

  
    
      	(c)	
              Subject to paragraph (d) below, the Market Value of any Vessel shall be determined by reference to one valuation of that Vessel as given by an Approved Valuer
                  selected and appointed by the Facility Agent and such valuation shall be addressed to the Facility Agent.

            


    

  

  
    
      	(d)	
              If requested by the Borrowers in relation to paragraph (c) above, a second Approved Valuer shall be selected by the Borrowers and appointed by the Facility
                  Agent and such valuation shall be addressed to the Facility Agent, and the Market Value of that Vessel shall be the arithmetic average of the two valuations.

            


    

  

  
    
      	(e)	
              If one such valuation in respect of a Vessel obtained pursuant to paragraphs (c) and (d) above differs by at least 10 per cent. from the other valuation, then a
                  third valuation for that Vessel shall be obtained from an Approved Valuer selected by the Borrowers and appointed by the Facility Agent and such valuation shall be addressed to the Facility Agent, and the Market Value of that Vessel shall
                  be the arithmetic average of all three such valuations.

            


    

  

  
    
      	(f)	
              The Facility Agent may at any time after a Default has occurred and is continuing obtain valuations of any Vessel and any other vessel over which additional
                  security has been created in accordance with Clause 25.2 (Provision of additional security; prepayment) from Approved Valuers to
                  enable the Facility Agent to determine the Market Value of that Vessel and any other vessel.

            


    

  

  
    
      	(g)	
              The valuations referred to in paragraph (a), (b), (c), (d), (e) and (f) above and the valuations required to determine the Market Value of the Fleet Vessels at
                  all required times (starting from the Drawdown Date) pursuant to Clause 21.2 (Guarantor's financial covenants), shall be obtained at
                  the cost and expense of the Borrowers (except where specified in paragraph (b) above) (in addition to any set of valuations required in respect of each Vessel for the purposes of Drawdown) and the Borrowers shall within three Business
                  Days of demand by the Facility Agent pay to the Facility Agent all costs and expenses incurred by it in obtaining any such valuations.

            


    

  

  
    
      	26	
              ACCOUNTS, APPLICATION OF EARNINGS AND HEDGE RECEIPTS

            


    

  

  
    
      	26.1	
              Account bank

            


    

  

  Subject to Clause 26.9 (Location of Accounts), each Account must be held with the Account Bank.

  
    
      	26.2	
              Accounts

            


    

  

  
    
      	(a)	
              Each Borrower must operate each of its Accounts in accordance with this Clause 26 (Accounts, Application of Earnings and Hedge Receipts) and the provisions of the Account Security.

            


    

  

  
    
      	(b)	
              Account Security must be provided in respect of any Account opened after the date of this Agreement.

            


    

  

  
    
      	26.3	
              Payments into the Time Deposit Accounts

            


    

  

  Upon opening each Time Deposit Account and the execution of Account Security in relation to such
      Account, each Borrower may, provided that there is no Event of Default which is continuing, transfer the Minimum Liquidity Amount in respect of that Borrower from its Earnings Account to its Time Deposit Account.

  
    94

    
      


  

  

  

  

  

  
    
      	26.4	
              Payments out of the Time Deposit Accounts

            


    

  

  
    
      	(a)	
              The Security Agent shall instruct the Account Bank to transfer any amount standing to the credit of a Time Deposit Account:

            


    

  

  
    
      	(i)	
              on expiry of the term of the deposit on that Time Deposit Account, at the Borrowers' request, in accordance with the provisions of the Account Bank's Terms and
                  Conditions; or

            


    

  

  
    
      	(ii)	
              at any time (subject to the payment of any break costs payable in accordance with the terms of the deposit), to meet any Borrower's prepayment obligations under
                  any of Clauses 7.1(Ilegality) or 7.4 (Mandatory prepayment on sale, arrest or Total Loss),

            


    

  

  Provided




        that in each case:

  
    
      	

            	(A)	
              there is no Event of Default which is continuing; and

            


    

  

  
    
      	

            	(B)	
              no breach of Clause 21.1 (Borrowers' minimum liquidity) has




                  occurred or will occur as a result of such transfer.

            


    

  

  
    
      	(b)	
              Where no transfer can be made as a result of the proviso under paragraph (a) above, interest shall be payable on the amount then standing to the credit of the
                  relevant Time Deposit Account at the Account Bank's discretion and in accordance with market standard conditions at that time.

            


    

  

  In the event of any conflict between the provisions of the Terms and Conditions and this Agreement,
      this Agreement shall prevail.

  
    
      	26.5	
              Payment of Earnings

            


    

  

  Each Borrower shall ensure that:

  
    
      	(a)	
              subject only to the provisions of the relevant General Assignment, all the Earnings in respect of the Vessel owned by it are paid in to its Earnings Account;
                  and

            


    

  

  
    
      	(b)	
              all Hedge Receipts in relation to that Borrower are paid in to its Earnings Account.

            


    

  

  
    
      	26.6	
              Application of Earnings

            


    

  

  The Borrowers shall transfer from the Earnings Accounts to the Facility Agent:

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

            


    

  

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

            


    

  

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

            


    

  

  and each Borrower irrevocably authorizes and instructs:

  
    
      	

            	(i)	
              the Account Bank to make those transfers in accordance with the instructions of the Facility Agent (copied to the Security Agent, who, as security taker under
                  the Account

            


    

  

  
    95

    
      


  

  

  

  

  

  Security, agrees for itself and on behalf of the other pledgees that such transfers may be made);

  
    
      	

            	(ii)	
              the Facility Agent to apply the transferred amounts in payment of the relevant Repayment Instalment, interest amount or other amount due.

            


    

  

  
    
      	26.7	
              Shortfall in Earnings

            


    

  

  
    
      	(a)	
              If the credit balance on the Earnings Accounts is insufficient for the required amount to be transferred under Clause 26.6 (Application of Earnings), the Borrowers shall make up the amount of the insufficiency.

            


    

  

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

            


    

  

  
    
      	26.8	
              Application of funds

            


    

  

  Until an Event of Default occurs, the Facility Agent shall on each Repayment Date and on each Interest
      Payment Date distribute to the Finance Parties in accordance with Clause 34.2 (Distributions by the Facility Agent) so much of the then balance
      on the Earnings Accounts as equals:

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

            


    

  

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

            


    

  

  in discharge of the Borrowers' liability for that Repayment Instalment or that interest.

  
    
      	26.9	
              Location of Accounts

            


    

  

  Each Borrower shall promptly:

  
    
      	(a)	
              comply with any requirement of the Facility Agent as to the location or relocation of the Accounts (or any of them); and

            


    

  

  
    
      	(b)	
              execute any documents which the Facility Agent specifies to create or maintain in favour of the Security Agent Security over (and/or rights of set-off,
                  consolidation or other rights in relation to) each Account.

            


    

  

  
    
      	26.10	
              Miscellaneous Accounts provisions

            


    

  

  
    
      	(a)	
              No Finance Party is responsible or liable to any Transaction Obligor for:

            


    

  

  
    
      	(b)	
              any non-payment of any liability of a Transaction Obligor which could be paid out of moneys standing to the credit of an Earnings Account; or

            


    

  

  
    
      	(c)	
              any withdrawal wrongly made, if made in good faith.

            


    

  

  
    96

    
      


  

  

  

  

  

  
    
      	26.11	
              Withdrawals from Earnings Accounts

            


    

  

  Subject to Clause 21.1 (Borrowers' minimum liquidity), Clause 26.6 (Application of Earnings) and Clause 26.7 (Shortfall in Earnings), a Borrower shall be entitled to withdraw any balance standing to the credit of its Earnings Account Provided that:

  
    
      	(a)	
              each Borrower is in compliance with Clause 21.1 (Borrowers'
                    minimum liquidity), Clause 26.6 (Application of Earnings) and Clause 26.7 (Shortfall in Earnings) at the relevant time; and

            


    

  

  
    
      	(b)	
              no Event of Default has occurred and is continuing or would result from such withdrawal.

            


    

  

  
    
      	27	
              EVENTS OF DEFAULT

            


    

  

  
    
      	27.1	
              General

            


    

  

  Each of the events or circumstances set out in this Clause 27 (Events of Default) is an Event of Default except for Clause 27.18 (Acceleration)




      and Clause 27.19 (Enforcement of security).

  
    
      	27.2	
              Non-payment

            


    

  

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

  
    
      	(a)	
              its failure to pay is caused by:

            


    

  

  
    
      	

            	(i)	
              administrative or technical error; or

            


    

  

  
    
      	

            	(ii)	
              a Disruption Event; and

            


    

  

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

            


    

  

  
    
      	27.3	
              Specific obligations

            


    

  

  A breach occurs of Clause 4.5 (Waiver of conditions precedent), Clause 21 (Financial Covenants), Clause
      22.9 (Title), Clause 22.10 (Negative pledge), Clause 22.21 (Unlawfulness, invalidity and ranking; Security imperilled), Clause 23.2 (Maintenance of obligatory insurances), Clause 23.3 (Terms of obligatory insurances), Clause 23.5 (Renewal of
      obligatory insurances), Clause 24.9 (Compliance with laws etc.) in relation to Sanctions or Clause 25 (Security Cover).

  
    
      	27.4	
              Other obligations

            


    

  

  
    
      	(a)	
              A Transaction Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 27.2 (Non-payment) and Clause 27.3 (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 ten Business Days of the Facility
                  Agent giving notice to the Borrowers or (if earlier) any Transaction Obligor becoming aware of the failure to comply.

            


    

  

  
    
      	27.5	
              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

  
    97

    
      


  

  

  

  

  

  Obligor under or in connection with any Finance Document is or proves to have been incorrect or
      misleading when made or deemed to be made.

  
    
      	27.6	
              Cross default

            


    

  

  
    
      	(a)	
              Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period.

            


    

  

  
    
      	(b)	
              Any Financial Indebtedness of any member of the Group 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 member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an
                  event of default (however described).

            


    

  

  
    
      	(d)	
              Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified
                  maturity as a result of an event of default (however described).

            


    

  

  
    
      	(e)	
              No Event of Default will occur under this Clause 27.6 (Cross
                    default) in respect of the Group taken as a whole (other than the Borrowers) if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above in respect of the
                  Group taken as a whole (other than the Borrowers) is less than $10,000,000 (or its equivalent in any other currency).

            


    

  

  
    
      	27.7	
              Insolvency

            


    

  

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(iv)	
              by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity
                  as such) with a view to rescheduling any of its indebtedness.

            


    

  

  
    
      	(b)	
              The value of the assets of any Transaction Obligor is less than its liabilities (taking into account contingent and prospective liabilities).

            


    

  

  
    
      	(c)	
              A moratorium is declared in respect of any indebtedness of any Transaction Obligor. If a moratorium occurs, the ending of the moratorium will not remedy any
                  Event of Default caused by that moratorium.

            


    

  

  
    
      	27.8	
              Insolvency proceedings

            


    

  

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

            


    

  

  
    
      	

            	(i)	
              the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or  reorganisation (by way of voluntary arrangement,

            


    

  

  
    98

    
      


  

  

  

  

  

  scheme of arrangement or otherwise) of any Transaction Obligor (other than an Approved Manager);

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  or any analogous procedure or step is taken in any jurisdiction.

  
    
      	(b)	
              Paragraph (a) above shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of
                  commencement.

            


    

  

  
    
      	27.9	
              Creditors' process

            


    

  

  Any expropriation, attachment, sequestration, distress or execution (or any analogous process in any
      jurisdiction) affects any asset or assets of a Transaction Obligor (which is not an Approved Manager) (other than an arrest or detention of a Vessel in which case paragraph (b) of Clause 7.4 (Mandatory prepayment on sale, arrest or Total Loss) shall apply) having in the case of the Guarantor an aggregate value in excess of $500,000 (or its equivalent in any other currency), and is not
      discharged within 14 days.

  
    
      	27.10	
              Ownership of the Obligors and the Shareholder

            


    

  

  
    
      	(a)	
              A Borrower or the Shareholder is not or ceases to be a 100 per cent. directly or indirectly owned Subsidiary of the Guarantor.

            


    

  

  
    
      	(b)	
              The Ultimate Beneficial Owner ceases to be the direct or indirect beneficial owner of at least 50.1 per cent. of the issued and outstanding common stock (and
                  the ultimate voting rights attaching to such stock) of the Guarantor or ceases to control directly or indirectly the Guarantor.

            


    

  

  
    
      	(c)	
              For the purpose of paragraph (b) above "control" means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

            


    

  

  
    
      	

            	(i)	
              cast, or control the casting of, more than 50.1 per cent. of the maximum number of votes that might be cast at a general meeting of the Guarantor; or

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	(d)	
              The Ultimate Beneficial Owner ceases to be the chairman of the board of directors and/or the chief executive officer of the Guarantor.

            


    

  

  
    99

    
      


  

  

  

  

  

  
    
      	(e)	
              Without the prior written consent of all the Lenders, the shares of the Guarantor cease to be listed on the Nasdaq Stock Market or another stock exchange
                  acceptable to the Facility Agent (acting on the instructions of all the Lenders).

            


    

  

  
    
      	(f)	
              No Event of Default under paragraph (a) above will occur if, in connection with a Permitted Ultimate Beneficial Ownership Change, the Ultimate Beneficial Owner
                  becomes the ultimate, direct or indirect, legal and beneficial holder of 100 per cent. of the issued share capital of each Borrower, subject to:

            


    

  

  
    
      	

            	(i)	
              the Ultimate Beneficial Owner giving at least 30 days' prior written notice to the Facility Agent of its intention to make a Permitted Ultimate Beneficial
                  Ownership Change, including full details of the entity wholly beneficially owned by the Ultimate Beneficial Owner which would become the new legal and direct owner of all the issued share capital of each Borrower in place of the
                  Shareholder pursuant to the Permitted Ultimate Beneficial Ownership Change (the "New Shareholder");

            


    

  

  
    
      	

            	(ii)	
              the Facility Agent (acting on the instructions of all the Lenders in their sole discretion) giving its written consent to such Permitted Ultimate Beneficial
                  Ownership Change and approving the New Shareholder;

            


    

  

  
    
      	

            	(iii)	
              the Ultimate Beneficial Owner becoming the ultimate beneficial owner, and the New Shareholder becoming the legal and direct owner, of all of the issued share
                  capital of each Borrower simultaneously;

            


    

  

  
    
      	

            	(iv)	
              the New Shareholder providing Security over the share capital of each Borrower in favour of the Security Agent in form and substance in all respects
                  satisfactory to the Facility Agent (acting on the instructions of all the Lenders in their sole discretion) on the date on which the Permitted Ultimate Beneficial Ownership Change is effected; and

            


    

  

  
    
      	

            	(v)	
              the Transaction Obligors executing and delivering to the Facility Agent by no later than the date on which the Permitted Ultimate Beneficial Ownership Change is
                  effected, an agreement or deed in form and substance in all respects satisfactory to the Facility Agent (acting on the instructions of all the Lenders in their sole discretion) amending, supplementing and/or restating this Agreement and
                  the other Finance Documents for the purpose of implementing any amendments which the Finance Parties may deed necessary in connection with the Permitted Ultimate Beneficial Ownership Change and paragraph (f) of this Clause 27.10 (Ownership of the Obligors and the Shareholder).

            


    

  

  
    
      	27.11	
              Unlawfulness, invalidity and ranking

            


    

  

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

            


    

  

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

            


    

  

  
    
      	(c)	
              Any Finance Document ceases to be in full force and effect or to be continuing or is or purports to be determined or any Transaction Security is alleged by a
                  party to it (other than a Finance Party) to be ineffective.

            


    

  

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

            


    

  

  
    100

    
      


  

  

  

  

  

  
    
      	27.12	
              Security imperilled; flag instability

            


    

  

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

            


    

  

  
    
      	(b)	
              The state of the Approved Flag of any Vessel is or becomes involved in hostilities or civil war or there is a seizure of power in such state by unconstitutional
                  means, or any other event occurs in relation to that Vessel, the relevant Mortgage or its Approved Flag and in the reasonable opinion of the Facility Agent such event is likely to have a Material Adverse Effect unless the relevant
                  Borrower, within 30 days of the occurrence of such event (or such longer period as may be agreed by the Facility Agent acting with the authorisation of the Lenders) re- registers that Vessel on an alternative flag approved pursuant to
                  Clause 24.2 (Vessel's names and registration) and subject to:

            


    

  

  
    
      	

            	(i)	
              that Vessel remaining subject to Security created by a first priority or preferred ship mortgage on that Vessel 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 relevant Mortgage and if applicable, the relevant Deed of Covenant and on such other terms and in such other form as the
                  Facility Agent, acting with the authorisation of the Lenders, shall reasonably approve or require; and

            


    

  

  
    
      	

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

            


    

  

  
    
      	27.13	
              Cessation of business

            


    

  

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

  
    
      	27.14	
              Expropriation

            


    

  

  The authority or ability of any Transaction Obligor (other than an Approved Manager) 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 (other than an Approved Manager) or any of its assets (and the aggregate value of any such action in relation to the Guarantor being in excess of $1,000,000 (or its equivalent in any other currency)) other than:

  
    
      	(a)	
              an arrest or detention of a Vessel (in which case paragraph (b) of Clause 7.4 (Mandatory prepayment on sale, arrest or Total Loss) shall apply);

            


    

  

  
    
      	(b)	
              any Requisition; or

            


    

  

  
    
      	(c)	
              an expropriation of a Vessel which is reversed within 30 days of its initial occurrence with the relevant Borrower having full and unrestricted control over,
                  and possession of, that Vessel.

            


    

  

  
    
      	27.15	
              Repudiation and rescission of agreements

            


    

  

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

  
    101

    
      


  

  

  

  

  

  or evidences an intention to rescind or repudiate a Transaction Document or any Transaction Security.

  
    
      	27.16	
              Litigation

            


    

  

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

  
    
      	27.17	
              Material adverse change

            


    

  

  Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.

  
    
      	27.18	
              Acceleration

            


    

  

  On and at any time after the occurrence of an Event of Default the Facility Agent may, and shall if so
      directed by the Majority Lenders, by notice to the Borrowers:

  
    
      	(a)	
              cancel the Total Commitments, whereupon they shall immediately be cancelled;

            


    

  

  
    
      	(b)	
              declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately
                  due and payable, whereupon it shall become immediately due and payable; and/or

            


    

  

  
    
      	(c)	
              declare that all or part of the Loan be payable on demand, whereupon it shall immediately become payable on demand by the Facility Agent acting on the
                  instructions of the Majority Lenders,

            


    

  

  and the Facility Agent may serve notices under paragraphs (a), (b) and (c) above simultaneously or on
      different dates and the Security Agent may take any action referred to in Clause 27.19 (Enforcement of security) if no such notice is served or
      simultaneously with or at any time after the service of any of such notice.

  
    
      	27.19	
              Enforcement of security

            


    

  

  On and at any time after the occurrence of an Event of Default 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 27.18 (Acceleration), the




      Security Agent is entitled to take under any Finance Document or any applicable law or regulation.

  
    102

    
      


  

  

  

  

  

  SECTION 9

      

      

       CHANGES TO PARTIES

  
    
      	28	
              CHANGES TO THE LENDERS

            


    

  

  
    
      	28.1	
              Assignments and transfers by the Lenders

            


    

  

  Subject to this Clause 28 (Changes to the Lenders), a Lender (the "Existing Lender") may:

  
    
      	(a)	
              assign any of its rights; or

            


    

  

  
    
      	(b)	
              transfer by novation any of its rights and obligations,

            


    

  

  under the Finance Documents to another bank or financial institution or to a trust, fund or other
      entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the "New Lender").

  
    
      	28.2	
              Conditions of assignment or transfer

            


    

  

  
    
      	(a)	
              The prior written consent of an Obligor is required for an assignment or transfer by an Existing Lender unless the assignment or transfer is:

            


    

  

  
    
      	

            	(i)	
              to another Lender or an Affiliate of a Lender;

            


    

  

  
    
      	

            	(ii)	
              if the Existing Lender is a fund, to a fund which is a Related Fund; or

            


    

  

  
    
      	

            	(iii)	
              made after the occurrence of an Event of Default,

            


    

  

  in each of which cases no Obligor's consent will be required.

  The consent of an Obligor to an assignment or transfer by an Existing Lender shall not be unreasonably
      withheld or delayed. An Obligor shall be deemed to have given its consent five Business Days after the Existing Lender has requested it unless consent is expressly refused by that Obligor within that time.

  The consent of an Obligor to an assignment or transfer by an Existing Lender shall not be withheld
      solely because the assignment or transfer may result in an increase to any amount payable under Clause 14.3 (Mandatory Cost).

  
    
      	(b)	
              The consent of the Facility Agent is required for an assignment or transfer by an Existing Lender, such consent not to be unreasonably withheld.

            


    

  

  
    
      	(c)	
              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 Creditor 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.

            


    

  

  
    103

    
      


  

  

  

  

  

  
    
      	(d)	
              A transfer will only be effective if the procedure set out in Clause 28.5 (Procedure for transfer)

            


    

  

  is complied with.

  
    
      	(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 12 (Tax Gross Up and Indemnities) or under that clause as
                  incorporated by reference or in full in any other Finance Document or Clause 13 (Increased Costs),

            


    

  

  then the New Lender or Lender acting through its new Facility Office is only entitled to receive
      payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (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:

            


    

  

  
    
      	

            	(i)	
              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; and

            


    

  

  
    
      	

            	(ii)	
              it has received a copy of each of the Security Documents which are governed by German law and which are account pledges, is aware of the contents of such
                  account pledges and expressly consents to the declarations of the Security Agent made on behalf of the New Lender (as future pledgee) in such account pledges.

            


    

  

  
    
      	28.3	
              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 $10,000.

  
    
      	28.4	
              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

            


    

  

  
    104

    
      


  

  

  

  

  

  
    
      	

            	(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 Creditor Parties that it:

            


    

  

  
    
      	

            	(i)	
              has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Transaction Obligor and
                  its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Transaction Document or
                  the Transaction Security; and

            


    

  

  
    
      	

            	(ii)	
              will continue to make its own independent appraisal of the creditworthiness of each Transaction Obligor and its related entities throughout the Security Period.

            


    

  

  
    
      	(c)	
              Nothing in any Finance Document obliges an Existing Lender to:

            


    

  

  
    
      	

            	(i)	
              accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 28 (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.

            


    

  

  
    
      	28.5	
              Procedure for transfer

            


    

  

  
    
      	(a)	
              Subject to the conditions set out in Clause 28.2 (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. Upon execution by the Facility Agent, the Security Agent shall also execute the Transfer Certificate.

            


    

  

  
    
      	(b)	
              The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has
                  complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

            


    

  

  
    
      	(c)	
              Subject to Clause 28.9 (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");

            


    

  

  
    105

    
      


  

  

  

  

  

  
    
      	

            	(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 Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between
                  themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that
                  extent the Facility Agent, the Security Agent, the Arranger and the Existing Lenders shall each be released from further obligations to each other under the Finance Documents; and

            


    

  

  
    
      	

            	(iv)	
              the New Lender shall become a Party as a "Lender".

            


    

  

  
    
      	28.6	
              Procedure for assignment

            


    

  

  
    
      	(a)	
              Subject to the conditions set out in Clause 28.2 (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. Upon execution by the Facility Agent, the
                  Security Agent shall also execute the 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 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 28.9 (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 28.6 (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 28.5 (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
                  28.2 (Conditions of assignment or transfer).

            


    

  

  
    106

    
      


  

  

  

  

  

  
    
      	28.7	
              Copy of Transfer Certificate or Assignment Agreement to Borrowers

            


    

  

  The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer
      Certificate or an Assignment Agreement, send to the Borrowers a copy of that Transfer Certificate or Assignment Agreement.

  
    
      	28.8	
              Security over Lenders' rights

            


    

  

  In addition to the other rights provided to Lenders under this Clause 28 (Changes to the Lenders), each Lender may, with the prior written consent of an Obligor (such consent not to be unreasonably withheld or delayed), at any time charge, assign
      or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

  
    
      	(a)	
              any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

            


    

  

  
    
      	(b)	
              any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that
                  Lender as security for those obligations or securities,

            


    

  

  except that no such charge, assignment or Security shall:

  
    
      	

            	(i)	
              release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the
                  Lender as a party to any of the Finance Documents; or

            


    

  

  
    
      	

            	(ii)	
              require any payments to be made by a Transaction Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be
                  made or granted to the relevant Lender under the Finance Documents.

            


    

  

  
    
      	

            	(iii)	
              An Obligor shall be deemed to have given its consent to the creation of any charge, assignment or other Security referred to in this Clause 28.8 (Security over Lenders' rights), five Business Days after a Lender has requested it unless consent is expressly refused by that Obliger
                  within that time.

            


    

  

  
    
      	28.9	
              Pro rata interest settlement

            


    

  

  If the Facility Agent has notified the Lenders that it is able to distribute interest payments on a "pro rata basis" to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 28.5 (Procedure for transfer) or any assignment pursuant to Clause 28.6 (Procedure




        for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

  
    
      	(a)	
              any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour
                  of the Existing Lender up to but excluding the Transfer Date ("Accrued Amounts") and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer
                  than six Months, on the next of the dates which falls at six Monthly intervals after the first day of that Interest Period); and

            


    

  

  
    
      	(b)	
              the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:

            


    

  

  
    107

    
      


  

  

  

  

  

  
    
      	

            	(i)	
              when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and

            


    

  

  
    
      	

            	(ii)	
              the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 28.9 (Pro rata interest settlement), have been payable to it on that date, but after deduction of the Accrued Amounts.

            


    

  

  
    
      	(c)	
              In this Clause 28.9 (Pro rata interest settlement) references




                  to "Interest Period" shall be construed to include a reference to any other period for accrual of fees.

            


    

  

  
    
      	29	
              CHANGES TO THE TRANSACTION OBLIGORS

            


    

  

  
    
      	29.1	
              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.

  
    
      	29.2	
              Release of security

            


    

  

  
    
      	(a)	
              If a disposal of any asset subject to security created by a Security Document is made in the following circumstances:

            


    

  

  
    
      	

            	(i)	
              the disposal is permitted by the terms of any Finance Document;

            


    

  

  
    
      	

            	(ii)	
              all the Lenders agree to the disposal;

            


    

  

  
    
      	

            	(iii)	
              the disposal is being made at the request of the Security Agent in circumstances where any security created by the Security Documents has become enforceable; or

            


    

  

  
    
      	

            	(iv)	
              the disposal is being effected by enforcement of a Security Document,

            


    

  

  the Security Agent may release the asset(s) being disposed of from any security over those assets
      created by a Security Document. However, the proceeds of any disposal (or an amount corresponding to them) must be applied in accordance with the requirements of the Finance Documents (if any).

  
    
      	(b)	
              If the Security Agent is satisfied that a release is allowed under this Clause 29.2 (Release of security) (at the request and expense of the Borrowers) 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.

            


    

  

  
    108

    
      


  

  

  

  

  

  SECTION 10

      THE FINANCE PARTIES

  
    
      	30	
              THE FACILITY AGENT, THE ARRANGER AND THE REFERENCE BANKS

            


    

  

  
    
      	30.1	
              Appointment of the Facility Agent

            


    

  

  
    
      	(a)	
              Each of the Arranger, the Lenders and the Hedge Counterparties appoints the Facility Agent to act as its agent under and in connection with the Finance
                  Documents.

            


    

  

  
    
      	(b)	
              Each of the Arranger, the Lenders and the Hedge Counterparties 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.

            


    

  

  
    
      	30.2	
              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) in accordance with sub-paragraph (i) above (or, if this Agreement stipulates the
                  matter is a decision for any other Finance Party or group of Finance Parties, in accordance with instructions given to it by that Finance Party or group of Finance Parties).

            


    

  

  
    
      	(b)	
              The Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance
                  Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties) as to whether, and in what manner, it should exercise or refrain from exercising
                  any right, power, authority or discretion and the Facility Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

            


    

  

  
    
      	(c)	
              Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and unless a
                  contrary indication appears in a Finance Document, any instructions given to the Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

            


    

  

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

            


    

  

  
    
      	

            	(i)	
              where a contrary indication appears in a Finance Document;

            


    

  

  
    109

    
      


  

  

  

  

  

  
    
      	

            	(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 43 (Amendments and Waivers), the Facility Agent shall not act in accordance with those instructions unless
                  consent to it so acting is obtained from each Party (other than the Facility Agent) whose consent would have been required in respect of that amendment or waiver.

            


    

  

  
    
      	(f)	
              In exercising any discretion to exercise a right, power or authority under the Finance Documents where it has not received any instructions as to the exercise
                  of that discretion the Facility Agent shall do so having regard to the interests of all the Finance Parties.

            


    

  

  
    
      	(g)	
              The Facility Agent may refrain from acting in accordance with any instructions of any Finance Party or group of Finance Parties until it has received any
                  indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with
                  any applicable VAT) which it may incur in complying with those instructions.

            


    

  

  
    
      	(h)	
              Without prejudice to the remainder of this Clause 30.2 (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.

            


    

  

  
    
      	30.3	
              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 which is delivered to the Facility
                  Agent for that Party by any other Party.

            


    

  

  
    
      	(c)	
              Without prejudice to Clause 28.7 (Copy of Transfer Certificate
                    or Assignment Agreement to Borrowers), paragraph (b) above shall not apply to any Transfer Certificate or any Assignment Agreement.

            


    

  

  
    
      	(d)	
              Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of
                  any document it forwards to another Party.

            


    

  

  
    110

    
      


  

  

  

  

  

  
    
      	(e)	
              If the Facility Agent receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a
                  Default, it shall promptly notify the other Finance Parties.

            


    

  

  
    
      	
              (f)

               

                

              (g)

                

            	
              If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Facility
                  Agent, the Arranger or the Security Agent) under this Agreement, it shall promptly notify the other Finance Parties.

               

                

              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). 

            


    

  

  
     

  

  
    
      	30.4	
              Role of the Arranger

            


    

  

  Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind
      to any other Party under or in connection with any Finance Document.

  
    
      	30.5	
              No fiduciary duties

            


    

  

  
    
      	(a)	
              Nothing in any Finance Document constitutes the Facility Agent or the Arranger as a trustee or fiduciary of any other person.

            


    

  

  
    
      	(b)	
              Neither the Facility Agent nor the Arranger shall 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.

            


    

  

  
    
      	30.6	
              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 34.5 (Application of receipts;
        partial payments).

  
    
      	30.7	
              Business with the Group

            


    

  

  The Facility Agent and the Arranger may accept deposits from, lend money to, and generally engage in
      any kind of banking or other business with, any member of the Group.

  
    
      	30.8	
              Rights and discretions

            


    

  

  
    
      	(a)	
              The Facility Agent may:

            


    

  

  
    
      	

            	(i)	
              rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

            


    

  

  
    
      	

            	(ii)	
              assume that:

            


    

  

  
    
      	

            	(A)	
              any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of
                  the Finance Documents; and

            


    

  

  
    
      	

            	(B)	
              unless it has received notice of revocation, that those instructions have not been revoked; and

            


    

  

  
    
      	

            	(iii)	
              rely on a certificate from any person:

            


    

  

  
    111

    
      


  

  

  

  

  

  
    
      	

            	(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 27.2 (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 any Borrower (other than the Drawdown Request or a Selection Notice) is made on behalf of and with the consent and knowledge of
                  all the Transaction Obligors.

            


    

  

  
    
      	(c)	
              The Facility Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

            


    

  

  
    
      	(d)	
              Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Facility Agent may at any time engage and pay for 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.

  
    
      	(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)	
              Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Arranger is obliged to do or omit to do anything
                  if it would or might, in

            


    

  

  
    112

    
      


  

  

  

  

  

  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.

            


    

  

  
    
      	30.9	
              Responsibility for documentation

            


    

  

  Neither the Facility Agent nor the Arranger 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, the Arranger, 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 Finance Party or Creditor 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.

            


    

  

  
    
      	30.10	
              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.

            


    

  

  
    
      	30.11	
              Exclusion of liability

            


    

  

  
    
      	(a)	
              Without limiting paragraph (b) below (and without prejudice to paragraph (e) of Clause 34.11 (Disruption to Payment Systems etc.) or any other provision of any
                  Finance Document excluding or limiting the liability of the Facility Agent), the Facility Agent will not be liable for:

            


    

  

  
    
      	

            	(i)	
              any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or
                  in connection with any Transaction Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct;

            


    

  

  
    
      	

            	(ii)	
              exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Transaction Document, the Security Property
                  or any other

            


    

  

  
    113

    
      


  

  

  

  

  

  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 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 or the Arranger to carry out:

            


    

  

  
    
      	

            	(i)	
              any "know your customer" or other checks in relation to any person; or

            


    

  

  
    
      	

            	(ii)	
              any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,

            


    

  

  on behalf of any Finance Party and each Finance Party confirms to the Facility Agent and the Arranger
      that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Facility Agent or the Arranger.

  
    
      	(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

            


    

  

  
    114

    
      


  

  

  

  

  

  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.

  
    
      	30.12	
              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 34.11 (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 Borrowers shall immediately on demand reimburse any Lender for any payment that Lender makes to the Facility Agent pursuant
                  to paragraph (a) above.

            


    

  

  
    
      	(c)	
              Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the
                  Facility Agent to an Obligor.

            


    

  

  
    
      	30.13	
              Resignation of the Facility Agent

            


    

  

  
    
      	(a)	
              The Facility Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrowers.

            


    

  

  
    
      	(b)	
              Alternatively, the Facility Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrowers, in which case the Majority Lenders may
                  appoint a successor Facility Agent.

            


    

  

  
    
      	(c)	
              If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 20 days after notice of resignation was
                  given, the retiring Facility Agent may appoint a successor Facility Agent.

            


    

  

  
    
      	(d)	
              If the Facility Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Facility
                  Agent is entitled to appoint a successor Facility Agent under paragraph (c) above, the Facility Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Facility Agent to
                  become a party to this Agreement as Facility Agent) agree with the proposed successor Facility Agent amendments to this Clause 30 (The
                    Facility Agent, the Arranger and the Reference Banks) and any other term of this Agreement dealing with the rights or obligations of the Facility Agent consistent with then current market practice for the appointment and
                  protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Facility Agent's normal fee rates and those amendments will bind the Parties.

            


    

  

  
    115

    
      


  

  

  

  

  

  
    
      	(e)	
              The retiring Facility Agent shall, at its own cost, make available to the successor Facility Agent such documents and records and provide such assistance as the
                  successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. The Borrowers shall, within three Business Days of demand, reimburse the retiring Facility Agent
                  for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.

            


    

  

  
    
      	(f)	
              The Facility Agent's resignation notice shall only take effect upon the appointment of a successor.

            


    

  

  
    
      	(g)	
              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 (e) above) but shall remain entitled to the benefit of Clause 14.4 (Indemnity to the Facility Agent) and




                  this Clause 30 (The Facility Agent, the Arranger and the Reference Banks) and any other provisions of a Finance Document which are
                  expressed to limit or exclude its liability (or to indemnify it) in acting as 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.

            


    

  

  
    
      	(h)	
              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 (e) above shall be for the account of the Borrowers.

            


    

  

  
    
      	(i)	
              The consent of the Borrowers (or any other Transaction Obligor) is not required for an assignment or transfer of rights and/or obligations by the Facility
                  Agent.

            


    

  

  
    
      	(j)	
              The Facility Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor
                  Facility Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Facility Agent under the Finance Documents, either:

            


    

  

  
    
      	

            	(i)	
              the Facility Agent fails to respond to a request under Clause 12.7 (FATCA Information) and a Lender reasonably believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

            


    

  

  
    
      	

            	(ii)	
              the information supplied by the Facility Agent pursuant to Clause 12.7 (FATCA Information) indicates that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

            


    

  

  
    
      	

            	(iii)	
              the Facility Agent notifies the Borrowers and the Lenders that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that
                  FATCA Application Date;

            


    

  

  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.

  
    116

    
      


  

  

  

  

  

  
    
      	30.14	
              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.

            


    

  

  
    
      	(c)	
              Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Arranger is 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.

            


    

  

  
    
      	30.15	
              Relationship with the other Finance Parties

            


    

  

  
    
      	(a)	
              Subject to Clause 28.9 (Pro rata interest settlement), the




                  Facility Agent may treat the person shown in its records as Lender or Hedge Counterparty at the opening of business (in the place of the Facility Agent's principal office as notified to the Finance Parties from time to time) as the Lender
                  acting through its Facility Office or, as the case may be, the Hedge Counterparty:

            


    

  

  
    
      	

            	(i)	
              entitled to or liable for any payment due under any Finance Document on that day; and

            


    

  

  
    
      	

            	(ii)	
              entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or
                  delivered on that day,

            


    

  

  unless it has received not less than five Business Days' prior notice from that Lender or Hedge
      Counterparty to the contrary in accordance with the terms of this Agreement.

  
    
      	(b)	
              Each 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.

            


    

  

  
    
      	(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 37.5 (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 37.2 (Addresses) and sub-paragraph (ii) of paragraph (a) of Clause 37.5 (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.

            


    

  

  
    117

    
      


  

  

  

  

  

  
    
      	30.16	
              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 and the Arranger that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation
      of all risks arising under, or in connection with, any Transaction Document including but not limited to:

  
    
      	(a)	
              the financial condition, status and nature of each member of the Group;

            


    

  

  
    
      	(b)	
              the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Security Property and any other agreement, arrangement or
                  document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property;

            


    

  

  
    
      	(c)	
              whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection
                  with, any Transaction Document, the Security Property, the transactions contemplated by the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection
                  with any Transaction Document or the Security Property;

            


    

  

  
    
      	(d)	
              the adequacy, accuracy or completeness of any information provided by the 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.

            


    

  

  
    
      	30.17	
              Facility Agent's management time

            


    

  

  Any amount payable to the Facility Agent under Clause 14.4 (Indemnity to the Facility Agent), Clause 15 (Costs and Expenses) and Clause
      30.12 (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 Borrowers and the other Finance Parties, and is in addition to any fee paid or payable to the Facility Agent under Clause 11 (Fees).

  
    
      	30.18	
              Deduction from amounts payable by the Facility Agent

            


    

  

  If any Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may,
      after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards
      satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

  
    118

    
      


  

  

  

  

  

  
    
      	30.19	
              Reliance and engagement letters

            


    

  

  Each Creditor Party confirms that each of the Arranger and 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 Arranger or 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.

  
    
      	30.20	
              Full freedom to enter into transactions

            


    

  

  Without prejudice to Clause 30.7 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the 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 Borrowers 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.

  
    
      	30.21	
              Role of Reference Banks

            


    

  

  
    
      	(a)	
              No Reference Bank is under any obligation to provide a quotation or any other information to the Facility Agent.

            


    

  

  
    
      	(b)	
              No Reference Bank will be liable for any action taken by it under or in connection with any Finance Document, or for any Reference Bank Quotation, unless
                  directly caused by its gross negligence or wilful misconduct.

            


    

  

  
    
      	(c)	
              No Party (other than the relevant Reference Bank) may take any proceedings against any officer, employee or agent of any Reference Bank in respect of any claim
                  it might have against

            


    

  

  
    119

    
      


  

  

  

  

  

  that Reference Bank or in respect of any act or omission of any kind by that officer, employee or agent
      in relation to any Finance Document, or to any Reference Bank Quotation, and any officer, employee or agent of each Reference Bank may rely on this Clause 30.21 (Role of Reference Banks) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.

  
    
      	30.22	
              Third Party Reference Banks

            


    

  

  A Reference Bank which is not a Party may rely on Clause 30.21 (Role
        of Reference Banks), Clause 43.3  (Other exceptions) and Clause 45 (Confidentiality of Funding Rates and Reference Bank Quotations) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.

  
    
      	31	
              THE SECURITY AGENT

            


    

  

  
    
      	31.1	
              Trust

            


    

  

  
    
      	(a)	
              The Security Agent declares that it holds the Security Property on trust for the Creditor Parties on the terms contained in this Agreement and shall deal with
                  the Security Property in accordance with this Clause 31 (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.

            


    

  

  
    
      	31.2	
              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 31.2 (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).

            


    

  

  
    120

    
      


  

  

  

  

  

  
    
      	(d)	
              The Parallel Debt of an Obligor shall be:

            


    

  

  
    
      	

            	(i)	
              decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged; and

            


    

  

  
    
      	

            	(ii)	
              increased to the extent that its Corresponding Debt has increased, and the Corresponding Debt of an Obligor shall be:

            


    

  

  
    
      	

            	(A)	
              decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged; and

            


    

  

  
    
      	

            	(B)	
              increased to the extent that its Parallel Debt has increased,

            


    

  

  in each case provided that the Parallel Debt of an Obligor shall never exceed its Corresponding Debt.

  
    
      	(e)	
              All amounts received or recovered by the Security Agent in connection with this Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)) to the extent permitted by applicable law, shall be applied in accordance with Clause 34.5 (Application of receipts; partial payments).

            


    

  

  
    
      	(f)	
              This Clause 31.2 (Parallel Debt (Covenant to pay the Security
                    Agent)) shall apply, with any necessary modifications, to each Finance Document.

            


    

  

  
    
      	31.3	
              Enforcement through Security Agent only

            


    

  

  The Creditor Parties shall not have any independent power to enforce, or have recourse to, any of the
      Transaction Security or to exercise any right, power, authority or discretion arising under the Security Documents except through the Security Agent.

  
    
      	31.4	
              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) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the
                  matter is a decision for any other Finance Party or group of Finance Parties, in accordance with instructions given to it by that Finance Party or group of Finance Parties).

            


    

  

  
    
      	(b)	
              The 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

            


    

  

  
    121

    
      


  

  

  

  

  

  manner, it should exercise or refrain from exercising any right, power, authority or discretion and the
      Security Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

  
    
      	(c)	
              Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and unless a
                  contrary indication appears in a Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

            


    

  

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

            


    

  

  
    
      	

            	(i)	
              where a contrary indication appears in a Finance Document;

            


    

  

  
    
      	

            	(ii)	
              where a Finance Document requires the Security Agent to act in a specified manner or to take a specified action;

            


    

  

  
    
      	

            	(iii)	
              in respect of any provision which protects the Security Agent's own position in its personal capacity as opposed to its role of Security Agent for the relevant
                  Creditor Parties.

            


    

  

  
    
      	

            	(iv)	
              in respect of the exercise of the Security Agent's discretion to exercise a right, power or authority under any of:

            


    

  

  
    
      	

            	(A)	
              Clause 31.28 (Application of receipts upon enforcement);

            


    

  

  
    
      	

            	(B)	
              Clause 31.29 (Permitted Deductions); and

            


    

  

  
    
      	

            	(C)	
              Clause 31.30 (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 43 (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 (iv) of paragraph (d) above,

            


    

  

  the Security Agent shall do so having regard to the interests of all the Creditor 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 31.4 (Instructions),




                  in the absence of instructions, the Security Agent may (but shall not be obliged to) take such action in the

            


    

  

  
    122

    
      


  

  

  

  

  

  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.

            


    

  

  
    
      	31.5	
              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 Default and stating that the circumstance described is a
                  Default, it shall promptly notify the other Finance Parties.

            


    

  

  
    
      	(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).

            


    

  

  
    
      	31.6	
              No fiduciary duties

            


    

  

  
    
      	(a)	
              Nothing in any Finance Document constitutes the Security Agent as an agent, trustee or fiduciary of any Transaction Obligor.

            


    

  

  
    
      	(b)	
              The Security Agent shall not be bound to account to any other Party for any sum or the profit element of any sum received by it for its own account.

            


    

  

  
    
      	31.7	
              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.

  
    
      	31.8	
              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;

            


    

  

  
    123

    
      


  

  

  

  

  

  
    
      	

            	(ii)	
              assume that:

            


    

  

  
    
      	

            	(A)	
              any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of
                  the Finance Documents;

            


    

  

  
    
      	

            	(B)	
              unless it has received notice of revocation, that those instructions have not been revoked; and

            


    

  

  
    
      	

            	(C)	
              if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have
                  been satisfied; and

            


    

  

  
    
      	

            	(iii)	
              rely on a certificate from any person:

            


    

  

  
    
      	

            	(A)	
              as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

            


    

  

  
    
      	

            	(B)	
              to the effect that such person approves of any particular dealing, transaction, step, action or thing,

            


    

  

  as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the
      truth and accuracy of that certificate.

  
    
      	(b)	
              The Security Agent shall be entitled to carry out all dealings with the other Finance Parties through the Facility Agent and may give to the Facility Agent any
                  notice or other communication required to be given by the Security Agent to any Finance Party.

            


    

  

  
    
      	(c)	
              The Security Agent may assume (unless it has received notice to the contrary in its capacity as security agent for the Creditor 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 a Borrower (other than the Drawdown Request or a Selection Notice) is made on behalf of and with the consent and knowledge of all
                  the Transaction Obligors.

            


    

  

  
    
      	(d)	
              The Security Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

            


    

  

  
    
      	(e)	
              Without prejudice to the generality of paragraph (d) above or paragraph (f) below, the Security Agent may at any time engage and pay 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.

            


    

  

  
    124

    
      


  

  

  

  

  

  
    
      	(g)	
              The Security Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:

            


    

  

  
    
      	

            	(i)	
              be liable for any error of judgment made by any such person; or

            


    

  

  
    
      	

            	(ii)	
              be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,

            


    

  

  unless such error or such loss was directly caused by the Security Agent's gross negligence or wilful
      misconduct.

  
    
      	(h)	
              Unless a Finance Document expressly provides otherwise the Security Agent may disclose to any other Party any information it reasonably believes it has received
                  as security agent under the Finance Documents.

            


    

  

  
    
      	(i)	
              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.

            


    

  

  
    
      	31.9	
              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, the Arranger, 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 Creditor 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.

            


    

  

  
    
      	31.10	
              No duty to monitor

            


    

  

  The Security Agent shall not be bound to enquire:

  
    
      	(a)	
              whether or not any Default has occurred;

            


    

  

  
    125

    
      


  

  

  

  

  

  
    
      	(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.

            


    

  

  
    
      	31.11	
              Exclusion of liability

            


    

  

  
    
      	(a)	
              Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security
                  Agent or any Receiver or Delegate), none of the Security Agent nor any Receiver or Delegate will be liable for:

            


    

  

  
    
      	

            	(i)	
              any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or
                  in connection with any Transaction Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct;

            


    

  

  
    
      	

            	(ii)	
              exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Transaction Document, the Security Property
                  or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or

            


    

  

  
    
      	

            	(iii)	
              any shortfall which arises on the enforcement or realisation of the Security Property; or

            


    

  

  
    
      	

            	(iv)	
              without prejudice to the generality of sub-paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability
                  whatsoever 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

            


    

  

  
    126

    
      


  

  

  

  

  

  comply with the regulations or operating procedures of any recognised clearing or settlement system
      used by the Security Agent for that purpose.

  
    
      	(d)	
              Nothing in this Agreement shall oblige the Security Agent to carry out:

            


    

  

  
    
      	

            	(i)	
              any "know your customer" or other checks in relation to any person; or

            


    

  

  
    
      	

            	(ii)	
              any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,

            


    

  

  on behalf of any Finance Party and each Finance Party confirms to the Security Agent that it is solely
      responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Security Agent.

  
    
      	(e)	
              Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent or any Receiver or Delegate, any liability
                  of the Security Agent or any Receiver or Delegate arising under or in connection with any Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have
                  been suffered (as determined by reference to the date of default of the Security Agent, Receiver or Delegate or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or
                  circumstances known to the Security Agent, any Receiver or Delegate at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate be liable for any loss of profits, goodwill,
                  reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Security Agent, the Receiver or Delegate has been advised of the possibility of such loss or damages.

            


    

  

  
    
      	31.12	
              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 Borrowers shall immediately on demand reimburse any Lender for any payment that Lender makes to the Security Agent pursuant
                  to paragraph (a) above.

            


    

  

  
    
      	(c)	
              Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the
                  Security Agent to an Obligor.

            


    

  

  
    
      	31.13	
              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 Borrowers.

            


    

  

  
    127

    
      


  

  

  

  

  

  
    
      	(b)	
              Alternatively, the Security Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrowers, in which case the Majority Lenders may
                  appoint a successor 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 its own cost, make available to the successor Security Agent such documents and records and provide such assistance as the
                  successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Finance Documents. The Borrowers shall, within three Business Days of demand, reimburse the retiring Security Agent
                  for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.

            


    

  

  
    
      	(e)	
              The Security 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 31.25 (Winding up of trust) and paragraph
                  (d) above) but shall remain entitled to the benefit of Clause 14.5 (Indemnity to the Security Agent) and this Clause 31 (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 Borrowers.

            


    

  

  
    
      	(h)	
              The consent of the Borrowers (or any other Transaction Obligor) is not required for an assignment or transfer of rights and/or obligations by the Security
                  Agent.

            


    

  

  
    
      	31.14	
              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.

            


    

  

  
    128

    
      


  

  

  

  

  

  
    
      	(c)	
              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.

            


    

  

  
    
      	31.15	
              Credit appraisal by the Finance Parties

            


    

  

  Without affecting the responsibility of any Transaction Obligor for information supplied by it or on
      its behalf in connection with any Transaction Document, each Finance Party confirms to the Security Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising
      under, or in connection with, any Transaction Document including but not limited to:

  
    
      	(a)	
              the financial condition, status and nature of each member of the Group;

            


    

  

  
    
      	(b)	
              the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Security Property and any other agreement, arrangement or
                  document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property;

            


    

  

  
    
      	(c)	
              whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection
                  with, any Transaction Document, the Security Property, the transactions contemplated by the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection
                  with any Transaction Document or the Security Property;

            


    

  

  
    
      	(d)	
              the adequacy, accuracy or completeness of any information provided by the Security Agent, any Party or by any other person under, or in connection with, any
                  Transaction Document, the transactions contemplated by any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; and

            


    

  

  
    
      	(e)	
              the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security or the
                  existence of any Security affecting the Security Assets.

            


    

  

  
    
      	31.16	
              Security Agent's management time

            


    

  

  
    
      	(a)	
              Any amount payable to the Security Agent under Clause 14.5 (Indemnity




                    to the Security Agent), Clause 15 (Costs and Expenses) and Clause 31.12 (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 Borrowers and the other Finance Parties, and is in addition to any fee paid or payable to the Security Agent under Clause 11 (Fees).

            


    

  

  
    
      	(b)	
              Without prejudice to paragraph (a) above, in the event of:

            


    

  

  
    
      	

            	(i)	
              a Default;

            


    

  

  
    
      	

            	(ii)	
              the Security Agent being requested by a Transaction Obligor or the Majority Lenders to undertake duties which the Security Agent and the Borrowers agree to be
                  of an

            


    

  

  
    129

    
      


  

  

  

  

  

  exceptional nature or outside the scope of the normal duties of the Security Agent under the Finance
      Documents; or

  
    
      	

            	(iii)	
              the Security Agent and the Borrowers agreeing that it is otherwise appropriate in the circumstances, the Borrowers shall pay to the Security Agent any
                  additional remuneration (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 Borrowers 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 Borrowers 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 Borrowers) and
                  the determination of any investment bank shall be final and binding upon the Parties.

            


    

  

  
    
      	31.17	
              Reliance and engagement letters

            


    

  

  Each Creditor 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.

  
    
      	31.18	
              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.

            


    

  

  
    130

    
      


  

  

  

  
    
      	31.19	
              Insurance by Security Agent

            


    

  

  
    
      	(a)	
              The Security Agent shall not be obliged:

            


    

  

  
    
      	

            	(i)	
              to insure any of the Security Assets;

            


    

  

  
    
      	

            	(ii)	
              to require any other person to maintain any insurance; or

            


    

  

  
    
      	

            	(iii)	
              to verify any obligation to arrange or maintain insurance contained in any Finance Document,

            


    

  

  and the Security Agent shall not be liable for any damages, costs or losses to any person as a result
      of the lack of, or inadequacy of, any such insurance.

  
    
      	(b)	
              Where the Security Agent is named on any insurance policy as an insured party, it shall not be liable for any damages, costs or losses to any person as a result
                  of its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind, unless the Majority Lenders request it to do so in writing and the Security Agent fails to do
                  so within 14 days after receipt of that request.

            


    

  

  
    
      	31.20	
              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.

  
    
      	31.21	
              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 Creditor 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.

            


    

  

  
    
      	31.22	
              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 Creditor Parties; or

            


    

  

  
    
      	

            	(ii)	
              for the purposes of conforming to any legal requirement, restriction or condition which the Security Agent deems to be relevant; or

            


    

  

  
    131

    
      


  

  

  

  
    
      	

            	(iii)	
              for obtaining or enforcing any judgment in any jurisdiction,

            


    

  

  and the Security Agent shall give prior notice to the Borrowers and the Finance Parties of that
      appointment.

  
    
      	(b)	
              Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding those given to the Security Agent under or in connection with
                  the Finance Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment.

            


    

  

  
    
      	(c)	
              The remuneration that the Security Agent may pay to that person, and any costs and expenses (together with any applicable VAT) incurred by that person in
                  performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Agent.

            


    

  

  
    
      	31.23	
              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.

  
    
      	31.24	
              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 Creditor Party) to release, without
      recourse or warranty, that property from the Transaction Security and to execute any release of the Transaction Security or other claim over that asset and to issue any certificates of non-crystallisation of floating charges that may be required or
      desirable.

  
    
      	31.25	
              Winding up of trust

            


    

  

  If the Security Agent, with the approval of the Facility Agent determines that:

  
    
      	(a)	
              all of the Secured Liabilities and all other obligations secured by the Security Documents have been fully and finally discharged; and

            


    

  

  
    
      	(b)	
              no Creditor 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 31.13 (Resignation




                    of the Security Agent) shall release, without recourse or warranty, all of its rights under each Security Document.

            


    

  

  
    132

    
      


  

  

  

  
    
      	31.26	
              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.

  
    
      	31.27	
              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.

  
    
      	31.28	
              Application of receipts upon enforcement

            


    

  

  All amounts from time to time received or recovered by the Security Agent pursuant to the terms of any
      Finance Document, under Clause 31.2 ((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 31 (The Security Agent), the "Recoveries") shall be held by the Security Agent on trust to apply them
      at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the remaining provisions of this Clause 31 (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 31.2 (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 Creditor 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 34.5 (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.

            


    

  

  
    
      	31.29	
              Permitted Deductions

            


    

  

  
    
      	(a)	
              The Security Agent may, in its discretion:

            


    

  

  
    
      	

            	(i)	
              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

            


    

  

  
    133

    
      


  

  

  

  
    
      	

            	(ii)	
              pay all Taxes which may be assessed against it in respect of any of the Security Property, or as a consequence of performing its duties, or by virtue of its
                  capacity as Security Agent under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this Agreement).

            


    

  

  
    
      	(b)	
              For the purposes of sub-paragraph (i) of paragraph (a) above, if the Security Agent has become entitled to require a sum to be paid to it on demand, that sum
                  shall be treated as due and payable, even if no demand has yet been served.

            


    

  

  
    
      	31.30	
              Prospective liabilities

            


    

  

  Following acceleration, the Security Agent may, in its discretion, or at the request of the Facility
      Agent, hold any Recoveries in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being
      credited to the relevant account) for later payment to the Facility Agent for application in accordance with Clause 34.5 (Application of receipts;
        partial payments) in respect of:

  
    
      	(a)	
              any sum to the Security Agent, any Receiver or any Delegate; and

            


    

  

  
    
      	(b)	
              any part of the Secured Liabilities,

            


    

  

  that the Security Agent or, in the case of paragraph (b) only, the Facility Agent, reasonably
      considers, in each case, might become due or owing at any time in the future.

  
    
      	31.31	
              Investment of proceeds

            


    

  

  Prior to the payment of the proceeds of the Recoveries to the Facility Agent for application in
      accordance with Clause 34.5 (Application of receipts; partial payments) the Security Agent may, in its discretion, hold all or part of those
      proceeds in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant
      account) pending the payment from time to time of those moneys in the Security Agent's discretion in accordance with the provisions of this Clause 31.31 (Investment




        of proceeds).

  
    
      	31.32	
              Currency conversion

            


    

  

  
    
      	(a)	
              For the purpose of, or pending the discharge of, any of the Secured Liabilities the Security Agent may convert any moneys received or recovered by the Security
                  Agent from one currency to another, at a market rate of exchange.

            


    

  

  
    
      	(b)	
              The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after
                  deducting the costs of conversion.

            


    

  

  
    
      	31.33	
              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 Creditor Parties and any
                  payment made in that way shall be a good discharge, to the extent of that payment, by the Security Agent.

            


    

  

  
    134

    
      


  

  

  

  
    
      	(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.

            


    

  

  
    
      	31.34	
              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.

  
    
      	31.35	
              Application and consideration

            


    

  

  In consideration for the covenants given to the Security Agent by each Obligor in relation to Clause
      31.2 (Parallel Debt (Covenant to pay the Security Agent)) the Security Agent agrees with each Obligor to apply all moneys from time to time paid
      by such Obligor to the Security Agent in accordance with the foregoing provisions of this Clause 31 (The Security Agent).

  
    
      	31.36	
              Full freedom to enter into transactions

            


    

  

  Without prejudice to Clause 31.7 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Security Agent shall be absolutely entitled:

  
    
      	(a)	
              to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting any Transaction Obligor or any person who is
                  party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security agent for, and/or
                  participating in, other facilities to such Transaction Obligor or any person who is party to, or referred to in, a Finance Document);

            


    

  

  
    
      	(b)	
              to deal in and enter into and arrange transactions relating to:

            


    

  

  
    
      	

            	(i)	
              any securities issued or to be issued by any Transaction Obligor or any other person; or

            


    

  

  
    
      	

            	(ii)	
              any options or other derivatives in connection with such securities; and

            


    

  

  
    
      	(c)	
              to provide advice or other services to the Borrowers 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.

  
    135

    
      


  

  

  

  
    
      	32	
              CONDUCT OF BUSINESS BY THE FINANCE PARTIES

            


    

  

  No provision of this Agreement will:

  
    
      	(a)	
              interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

            


    

  

  
    
      	(b)	
              oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

            


    

  

  
    
      	(c)	
              oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

            


    

  

  
    
      	33	
              SHARING AMONG THE FINANCE PARTIES

            


    

  

  
    
      	33.1	
              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 34 (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 34 (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 34.5 (Application of receipts; partial payments).

            


    

  

  
    
      	33.2	
              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 34.5 (Application of
        receipts; partial payments) towards the obligations of that Transaction Obligor to the Sharing Finance Parties.

  
    
      	33.3	
              Recovering Finance Party's rights

            


    

  

  On a distribution by the Facility Agent under Clause 33.2 (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.

  
    136

    
      


  

  

  

  
    
      	33.4	
              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.

            


    

  

  
    
      	33.5	
              Exceptions

            


    

  

  
    
      	(a)	
              This Clause 33 (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.

            


    

  

  
    137

    
      


  

  

  

  SECTION 11

      ADMINISTRATION

  
    
      	34	
              PAYMENT MECHANICS

            


    

  

  
    
      	34.1	
              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.

            


    

  

  
    
      	34.2	
              Distributions by the Facility Agent

            


    

  

  Each payment received by the Facility Agent under the Finance Documents for another Party shall,
      subject to Clause 34.3 (Distributions to a Transaction Obligor) and Clause 34.4 (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 the principal financial centre of a Participating Member State or London), as specified by that Party or, in the case of an Advance, to such account of such person as may be specified by the Borrowers in the Drawdown
      Request.

  
    
      	34.3	
              Distributions to a Transaction Obligor

            


    

  

  The Facility Agent may (with the consent of the Transaction Obligor or in accordance with Clause 35 (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.

  
    
      	34.4	
              Clawback and pre-funding

            


    

  

  
    
      	(a)	
              Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged to pay that sum to that other
                  Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

            


    

  

  
    
      	(b)	
              Unless paragraph (c) below applies, if the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not actually
                  received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest

            


    

  

  
    138

    
      


  

  

  

  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.

  
    
      	(c)	
              If the Facility Agent has notified the Lenders that it is willing to make available amounts for the account of the Borrowers before receiving funds from the
                  Lenders then if and to the extent that the Facility Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to the Borrowers:

            


    

  

  
    
      	

            	(i)	
              the Facility Agent shall notify the Borrowers of that Lender's identity and the Borrowers shall on demand refund it to the Facility Agent; and

            


    

  

  
    
      	

            	(ii)	
              the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrowers shall on demand pay to the Facility Agent the
                  amount (as certified by the Facility Agent) which will indemnify the Facility Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

            


    

  

  
    
      	34.5	
              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:

            


    

  

  
    
      	

            	(A)	
              any accrued interest and fees due but unpaid to the Lenders under this Agreement; and

            


    

  

  
    
      	

            	(B)	
              any periodical payments (not being payments as a result of termination or closing out) due but unpaid to the Hedge Counterparties under the Hedging Agreements;

            


    

  

  
    
      	

            	(iii)	
              thirdly, in or towards payment pro rata of:

            


    

  

  
    
      	

            	(A)	
              any principal due but unpaid to the Lenders under this Agreement; and

            


    

  

  
    
      	

            	(B)	
              any payments as a result of termination or closing out due but unpaid to the Hedge Counterparties under the Hedging Agreements; and

            


    

  

  
    
      	

            	(iv)	
              fourthly, in or towards payment pro rata of any other sum due to any Finance Party but unpaid under the Finance Documents.

            


    

  

  
    
      	(b)	
              The Facility Agent shall, if so directed by the Majority Lenders and the Hedge Counterparties, vary, 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.

            


    

  

  
    139

    
      


  

  

  

  
    
      	34.6	
              No set-off by Transaction Obligors

            


    

  

  
    
      	(a)	
              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.

            


    

  

  
    
      	(b)	
              Paragraph (a) above shall not affect the operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement.

            


    

  

  
    
      	34.7	
              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.

            


    

  

  
    
      	34.8	
              Currency of account

            


    

  

  
    
      	(a)	
              Subject to paragraphs (b) and (c) below, dollars is the currency of account and payment for any sum due from a Transaction Obligor under any Finance Document.

            


    

  

  
    
      	(b)	
              Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

            


    

  

  
    
      	(c)	
              Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.

            


    

  

  
    
      	34.9	
              Change of currency

            


    

  

  
    
      	(a)	
              Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful
                  currency of that country, then:

            


    

  

  
    
      	

            	(i)	
              any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or
                  paid in, the currency or currency unit of that country designated by the Facility Agent (after consultation with the Borrowers); and

            


    

  

  
    
      	

            	(ii)	
              any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of
                  that currency or currency unit into the other, rounded up or down by the Facility Agent (acting reasonably).

            


    

  

  
    
      	(b)	
              If a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent (acting reasonably and after consultation with the
                  Borrowers) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.

            


    

  

  
    140

    
      


  

  

  

  
    
      	34.10	
              Currency Conversion

            


    

  

  
    
      	(a)	
              For the purpose of, or pending any payment to be made by any Servicing Party under any Finance Document, such Servicing Party may convert any moneys received or
                  recovered by it from one currency to another, at a market rate of exchange.

            


    

  

  
    
      	(b)	
              The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after
                  deducting the costs of conversion.

            


    

  

  
    
      	34.11	
              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 Borrowers that a Disruption Event has occurred:

  
    
      	(a)	
              the Facility Agent may, and shall if requested to do so by the Borrowers, consult with the Borrowers with a view to agreeing with the Borrowers such changes to
                  the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances;

            


    

  

  
    
      	(b)	
              the Facility Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not
                  practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

            


    

  

  
    
      	(c)	
              the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its
                  opinion, it is not practicable to do so in the circumstances;

            


    

  

  
    
      	(d)	
              any such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be
                  binding upon the Parties 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 43 (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 34.11 (Disruption to Payment Systems etc.); and

            


    

  

  
    
      	(f)	
              the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

            


    

  

  
    
      	35	
              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.

  
    141

    
      


  

  

  

  
    
      	36	
              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.

            


    

  

  
    
      	37	
              NOTICES

            


    

  

  
    
      	37.1	
              Communications in writing

            


    

  

  Any communication to be made under or in connection with the Finance Documents shall be made in writing
      and, unless otherwise stated, may be made by fax or letter.

  
    
      	37.2	
              Addresses

            


    

  

  The address and fax number (and the department or officer, if any, for whose attention the
      communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents are:

  
    
      	(a)	
              in the case of the Borrowers, that specified in Schedule 1 (The




                    Parties);

            


    

  

  
    
      	(b)	
              in the case of each Lender, each Hedge Counterparty or any other Obligor, that specified in Schedule 1 (The Parties) or, if it becomes a Party after the date of this Agreement, that notified in writing to the Facility Agent on or before the date on which it becomes a Party;

            


    

  

  
    
      	(c)	
              in the case of the Facility Agent, that specified in Schedule 1 (The Parties); and

            


    

  

  
    
      	(d)	
              in the case of the Security Agent, that specified in Schedule 1 (The Parties),

            


    

  

  or any substitute address, fax number or department or officer as the Party may notify to the Facility
      Agent (or the Facility Agent may notify to the other Parties, if a change is made by the Facility Agent) by not less than five Business Days' notice.

  
    
      	37.3	
              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

            


    

  

  
    142

    
      


  

  

  

  
    
      	

            	(ii)	
              if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope
                  addressed to it at that address,

            


    

  

  and, if a particular department or officer is specified as part of its address details provided under
      Clause 37.2 (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 Borrowers 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.

            


    

  

  
    
      	37.4	
              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 37.2 (Addresses) or changing its own address or fax number, the Facility Agent shall notify the other Parties.

  
    
      	37.5	
              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.

            


    

  

  
    143

    
      


  

  

  

  
    
      	(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 37.5(Electronic




                    communication).

            


    

  

  
    
      	37.6	
              English language

            


    

  

  
    
      	(a)	
              Any notice given under or in connection with any Finance Document must be in English.

            


    

  

  
    
      	(b)	
              All other documents provided under or in connection with any Finance Document must be:

            


    

  

  
    
      	

            	(i)	
              in English; or

            


    

  

  
    
      	

            	(ii)	
              if not in English, and if so required by the Facility Agent, accompanied by a certified English translation prepared by a translator approved by the Facility
                  Agent and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

            


    

  

  
    
      	37.7	
              Hedging Agreement

            


    

  

  Notwithstanding anything in Clause 1.1 (Definitions), references to the Finance Documents or a Finance Document in this Clause do not include any Hedging Agreement entered into by the Borrower with a Hedge Counterparty in connection with the
      Facility.

  
    
      	38	
              CALCULATIONS AND CERTIFICATES

            


    

  

  
    
      	38.1	
              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.

  
    
      	38.2	
              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.

  
    
      	38.3	
              Day count convention

            


    

  

  Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is
      calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice.

  
    
      	39	
              PARTIAL INVALIDITY

            


    

  

  
    
      	(a)	
              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

            


    

  

  
    144

    
      


  

  

  

  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.

  
    
      	40	
              REMEDIES AND WAIVERS

            


    

  

  No failure to exercise, nor any delay in exercising, on the part of any Creditor 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 Creditor 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.

  
    
      	

            	41	
              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.

  
    
      	

            	42	
              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 Creditor 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.

  
    
      	

            	43	
              AMENDMENTS AND WAIVERS

            


    

  

  
    
      	

            	43.1	
              Required consents

            


    

  

  
    
      	

            	(a)	
              Subject to Clause 43.2 (All Lender matters) and Clause
                  43.3 (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 43 (Amendments and Waivers).

            


    

  

  
    
      	

            	(c)	
              Without prejudice to the generality of Clause 30.8 (Rights and
                    discretions), the Facility Agent may engage, pay for and rely on the services of lawyers in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement.

            


    

  

  
    
      	

            	43.2	
              All Lender matters

            


    

  

  Subject to Clause 43.4 (Replacement of Screen Rate), an amendment of or waiver or consent in relation to any term of any Finance Document that has the effect of changing or which relates to:

  
    
      	

            	(a)	
              the definition of "Majority Lenders" in Clause 1.1 (Definitions);

            


    

  

  
    145

    
      


  

  

  

  
    
      	(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;

            


    

  

  
    
      	(g)	
              any provision which expressly requires the consent of all the Lenders;

            


    

  

  
    
      	(h)	
              this Clause 43 (Amendments and Waivers);

            


    

  

  
    
      	(i)	
              any change to Clause 2 (The Facility), Clause 3 (Purpose), Clause 5 (Drawdown), Clause




                  6.2 (Effect of cancellation and prepayment on scheduled repayments), Clause 7.4 (Mandatory prepayment on sale, arrest or Total Loss), Clause 7.5 (Mandatory
                    prepayment of Hedging Prepayment Proceeds), Clause 8 (Interest), paragraph (a) of Clause 25.7 (Provision of valuations), Clause 26 (Accounts,
                    Application of Earnings and Hedge Receipts), Clause 28 (Changes to the Lenders), Clause 33 (Sharing among the Finance Parties), Clause 47 (Governing Law)
                  or Clause 48 (Enforcement);

            


    

  

  
    
      	(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 - Guarantor);

            


    

  

  
    
      	

            	(ii)	
              the guarantees and indemnities granted under Clause 18 (Guarantee




                    and Indemnity- Hedge Guarantors);

            


    

  

  
    
      	

            	(iii)	
              the joint and several liability of the Borrowers under Clause 17 (Joint and Several Liability of the Borrowers);

            


    

  

  
    
      	

            	(iv)	
              the Security Assets; or

            


    

  

  
    
      	

            	(v)	
              the manner in which the proceeds of enforcement of the Transaction Security are distributed,

            


    

  

  (except in the case of sub-paragraphs (iv) and (v) 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);

  
    146

    
      


  

  

  

  
    
      	(l)	
              the release of the guarantees and indemnities granted under Clause 16 (Guarantee and Indemnity) or Clause 18 (Guarantee and Indemnity - Hedge Guarantors) or the release of the joint
                  and several liability Clause 17 (Joint and Several Liability of the Borrowers) of the Borrowers under 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.

  
    
      	43.3	
              Other exceptions

            


    

  

  
    
      	(a)	
              An amendment or waiver which relates to the rights or obligations of a Servicing Party or the Arranger or a Reference Bank (each in their capacity as such) may
                  not be effected without the consent of that Servicing Party, the Arranger or that Reference Bank, as the case may be.

            


    

  

  
    
      	(b)	
              An amendment or waiver which relates to and would adversely affect the rights or obligations of a Hedge Counterparty (in its capacity as such) may not be
                  effected without the consent of that Hedge Counterparty.

            


    

  

  
    
      	(c)	
              The relevant Hedge Counterparty and the relevant Borrower may amend, supplement or waive the terms of any Hedging Agreement if permitted by paragraph (g) of
                  Clause 8.5 (Hedging).

            


    

  

  
    
      	43.4	
              Replacement of Screen Rate

            


    

  

  
    
      	(a)	
              Subject to Clause 43.3 (Other exceptions), if the
                  Screen Rate is not available for dollars, any amendment or waiver which relates to providing for another benchmark rate to apply in relation to dollars, in place of that Screen Rate (or which relates to aligning any provision of a Finance
                  Document to the use of that benchmark rate) may be made with the consent of the Majority Lenders and the Obligors.

            


    

  

  
    
      	(b)	
              If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 10 Business Days (unless the Borrowers and the Facility Agent agree to a longer time period in relation to any request) of that request being made:

            


    

  

  
     

  

  
    
      	

            	(i)	
              its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments
                  has been obtained to approve that request; and

            


    

  

  
    
      	

            	(ii)	
              its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve
                  that request.

            


    

  

  
    
      	43.5	
              Obligor Intent

            


    

  

  Without prejudice to the generality of Clauses 1.2 (Construction), 16.4 (Waiver of defences), 17.2 (Waiver of defences) and Clause 18.4 (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 

  
    147

    
      


  

  

  

  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.

  
    
      	44	
              CONFIDENTIAL INFORMATION

            


    

  

  
    
      	44.1	
              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 44.2 (Disclosure of Confidential Information) and Clause 44.3 (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.

  
    
      	44.2	
              Disclosure of Confidential Information

            


    

  

  Any Finance Party may disclose:

  
    
      	(a)	
              to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives
                  such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that
                  some or all of such Confidential Information may be price- sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the
                  information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

            


    

  

  
    
      	(b)	
              to any person:

            


    

  

  
    
      	

            	(i)	
              to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance
                  Documents or which succeeds (or which may potentially succeed) it as Facility Agent or Security Agent and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers;

            


    

  

  
    
      	

            	(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 including a securitisation 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 (b) of Clause 30.15 (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;

            


    

  

  
    148

    
      


  

  

  

  
    
      	

            	(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 including any applicable data protection laws;

            


    

  

  
    
      	

            	(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 28.8 (Security over Lenders' rights);

            


    

  

  
    
      	

            	(viii)	
              who is a Party, a member of the Group or any related entity of a Transaction Obligor;

            


    

  

  
    
      	

            	(ix)	
              as a result of the registration of any Finance Document as contemplated by any Finance Document or any legal opinion obtained in connection with any Finance
                  Document; or

            


    

  

  
    
      	

            	(x)	
              with the consent of the Borrowers;

            


    

  

  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 Borrowers and the relevant Finance
                  Party; and

            


    

  

  
    149

    
      


  

  

  

  
    
      	(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.

            


    

  

  
    
      	44.3	
              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 47 (Governing Law);

            


    

  

  
    
      	

            	(vi)	
              the names of the Facility Agent and the Arranger;

            


    

  

  
    
      	

            	(vii)	
              date of each amendment and restatement of this Agreement;

            


    

  

  
    
      	

            	(viii)	
              amount ofTotal Commitments;

            


    

  

  
    
      	

            	(ix)	
              currency of the Facility;

            


    

  

  
    
      	

            	(x)	
              type of Facility;

            


    

  

  
    
      	

            	(xi)	
              ranking of Facility;

            


    

  

  
    
      	

            	(xii)	
              Maturity 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 Borrowers,

            


    

  

  to enable such numbering service provider to provide its usual syndicated loan numbering identification
      services.

  
    
      	(b)	
              The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or one or more 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 Obliger 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.

            


    

  

  
    150

    
      


  

  

  

  
    
      	(d)	
              The Facility Agent shall notify the Guarantor and the other Finance Parties of:

            


    

  

  
    
      	

            	(i)	
              the name of any numbering service provider appointed by the Facility Agent in respect of this Agreement, the Facility and/or one or more Transaction Obligors;
                  and

            


    

  

  
    
      	

            	(ii)	
              the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or one or more Transaction Obligors by such numbering service provider.

            


    

  

  
    
      	44.4	
              Entire agreement

            


    

  

  This Clause 44 (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.

  
    
      	44.5	
              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.

  
    
      	44.6	
              Notification of disclosure

            


    

  

  Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the
      Borrowers:

  
    
      	(a)	
              of the circumstances of any disclosure of Confidential Information made pursuant to sub-paragraph (v) of paragraph (b) of Clause 44.2 (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 44 (Confidential Information).

            


    

  

  
    
      	44.7	
              Continuing obligations

            


    

  

  The obligations in this Clause 44 (Confidential Information) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 months from the earlier of:

  
    
      	(a)	
              the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled
                  or otherwise cease to be available; and

            


    

  

  
    
      	(b)	
              the date on which such Finance Party otherwise ceases to be a Finance Party.

            


    

  

  
    151

    
      


  

  

  

  
    
      	45	
              CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS

            


    

  

  
    
      	45.1	
              Confidentiality and disclosure

            


    

  

  
    
      	(a)	
              The Facility Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not
                  to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.

            


    

  

  
    
      	(b)	
              The Facility Agent may disclose:

            


    

  

  
    
      	

            	(i)	
              any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the Borrowers pursuant to Clause 8.6 (Notification of rates of interest); and

            


    

  

  
    
      	

            	(ii)	
              any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance
                  Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA
                  Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank, as the case may be.

            


    

  

  
    
      	(c)	
              The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to:

            


    

  

  
    
      	

            	(i)	
              any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to
                  whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this sub-paragraph (i) is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no such
                  requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;

            


    

  

  
    
      	

            	(ii)	
              any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other
                  regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of
                  its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to
                  do so in the circumstances;

            


    

  

  
    
      	

            	(iii)	
              any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other
                  investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there
                  shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and

            


    

  

  
    
      	

            	(iv)	
              any person with the consent of the relevant Lender or Reference Bank, as the case may be.

            


    

  

  
    152

    
      


  

  

  

  
    
      	(d)	
              The Facility Agent's obligations in this Clause 45 (Confidentiality




                    of Funding Rates and Reference Bank Quotations) relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 8.6 (Notification of rates of interest) provided that (other than pursuant to sub-paragraph
                  (i) of paragraph (b) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.

            


    

  

  
    
      	45.2	
              Related obligations

            


    

  

  
    
      	(a)	
              The Facility Agent and each Obligor acknowledge that each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) is or may be
                  price sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Facility Agent and each Obligor undertake not to use any
                  Funding Rate or, in the case of the Facility Agent, any Reference Bank Quotation for any unlawful purpose.

            


    

  

  
    
      	(b)	
              The Facility Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender or Reference Bank, as the case may be:

            


    

  

  
    
      	

            	(i)	
              of the circumstances of any disclosure made pursuant to sub-paragraph (ii) of paragraph (c) of Clause 45.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory
                  function; and

            


    

  

  
    
      	

            	(ii)	
              upon becoming aware that any information has been disclosed in breach of this Clause 45 (Confidentiality of Funding Rates and Reference Bank Quotations).

            


    

  

  
    
      	45.3	
              No Event of Default

            


    

  

  No Event of Default will occur under Clause 27.4 (Other obligations) by reason only of an Obligor's failure to comply with this Clause 45 (Confidentiality




        of Funding Rates and Reference Bank Quotations).

  
    
      	46	
              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.

  
    153

    
      


  

  

  

  SECTION 12

      

      

      GOVERNING LAW AND ENFORCEMENT

  
    
      	47	
              GOVERNING LAW

            


    

  

  This Agreement and any non-contractual obligations arising out of or in connection with it are governed
      by English law.

  
    
      	48	
              ENFORCEMENT

            


    

  

  
    
      	48.1	
              Jurisdiction

            


    

  

  
    
      	(a)	
              The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the
                  existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a "Dispute").

            


    

  

  
    
      	(b)	
              The Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor will argue to the
                  contrary.

            


    

  

  
    
      	(c)	
              This Clause 48.1 (Jurisdiction) is for the benefit of
                  the Creditor Parties only. As a result, no Creditor Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Creditor Parties may take concurrent
                  proceedings in any number of jurisdictions.

            


    

  

  
    
      	48.2	
              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 Ince Process Agents Limited at its registered office for the time being, presently at Aldgate Tower, 2 Leman Street, London E18QN, England,
                  as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

            


    

  

  
    
      	

            	(ii)	
              agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

            


    

  

  
    
      	(b)	
              If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrowers (on behalf of all the
                  Obligors) must immediately (and in any event within five days of such event taking place) appoint another agent on terms acceptable to the Facility Agent. Failing this, the Facility Agent may appoint another agent for this purpose.

            


    

  

  This Agreement has been entered into on the date stated at the beginning of this Agreement.

  
    154

    
      


  

  

  

  SCHEDULE 1

  THE PARTIES

  PART A

  THE OBLIGORS

  	
          Name of Borrower

        	
          Place of Incorporation

        	
          Registration

              number (or

              equivalent, if

              any)

        	
          Address for Communication

        
	 	 	 	 
	
          Quora Owners Inc.

        	
          Marshall Islands

        	
          89950

        	
          c/o TMS BULKERS LTD.

          Athens Licenced Shipping Office

          11 Fragkokklisias Street

          15125, Maroussi

          Attiki, Greece

           

          Fax: +30 210 8090205

          Email: finance@tms-management.org

          Attn: Mr. Dimitrios Glynos

        
	 	 	 	 
	
          Phoenix Owners Inc.

        	
          Marshall Islands

        	
          89603

        	
          c/o TMS BULKERS LTD.

          Athens Licenced Shipping Office

          11 Fragkokklisias Street

          15125, Maroussi

          Attiki, Greece

           

          Fax: +30 210 8090205

          Email: finance@tms-management.org

          Attn: Mr. Dimitrios Glynos

        
	 	 	 	 
	
          Roscoe Marine Ltd.

        	
          Marshall Islands

        	
          17715

        	
          c/o TMS BULKERS LTD.

          Athens Licenced Shipping Office

          11 Fragkokklisias Street

          15125, Maroussi

          Attiki, Greece

           

          Fax: +30 210 8090205

          Email: finance@tms-management.org

          Attn: Mr. Dimitrios Glynos

        
	 	 	 	 


  

  

  
    155

    
      


  

  

  

  	
          Name of Guarantor

        	
          Place of Incorporation

        	
          Registration

              number (or

              equivalent, if

              any)

        	
          Address for Communication

        
	 	 	 	 
	
          Dryships Inc.

        	
          Marshall Islands

        	
          11911

        	
          c/o TMS BULKERS LTD.

          Athens Licenced Shipping Office

          11 Fragkokklisias Street

          15125, Maroussi

          Attiki, Greece

           

          Fax: +30 210 8090205

          Email: finance@tms-management.org

          Attn: Mr. Dimitrios Glynos

        
	 	 	 	 


  

  

  
    156

    
      


  

  

  

  	
          Name of Hedge Guarantor

        	
          Place of Incorporation

        	
          Registration

              number (or

              equivalent, if

              any)

        	
          Address for Communication

        
	 	 	 	 
	
          Quora Owners Inc.

        	
          Marshall Islands

        	
          89950

        	
          c/o TMS BULKERS LTD.

          Athens Licenced Shipping Office

          11 Fragkokklisias Street

          15125, Maroussi

          Attiki, Greece

           

          Fax: +30 210 8090205

          Email: finance@tms-management.org

          Attn: Mr. Dimitrios Glynos

        
	 	 	 	 
	
          Phoenix Owners Inc.

        	
          Marshall Islands

        	
          89603

        	
          c/o TMS BULKERS LTD.

          Athens Licenced Shipping Office

          11 Fragkokklisias Street

          15125, Maroussi

          Attiki, Greece

           

          Fax: +30 210 8090205

          Email: finance@tms-management.org

          Attn: Mr. Dimitrios Glynos

        
	 	 	 	 
	
          Roscoe Marine Ltd.

        	
          Marshall Islands

        	
          17715

        	
          c/o TMS BULKERS LTD.

          Athens Licenced Shipping Office

          11 Fragkokklisias Street

          15125, Maroussi

          Attiki, Greece

           

          Fax: +30 210 8090205

          Email: finance@tms-management.org

          Attn: Mr. Dimitrios Glynos

        
	 	 	 	 


  

  

  
    157

    
      


  

  

  

  PARTB

  THE ORIGINAL LENDERS

  	
          Name of Original Lender

        	
          Commitment

        	
          Address for Communication

        
	 	 	 
	
          DVB Bank SE, Amsterdam Branch

        	
          $35,000,000

              (all of which has been drawn down on the Drawdown Date)

        	
          WTC Schiphol Tower F

          6th Floor

          Attn: Transaction Management

          Schiphol Boulevard 255

          1118 BH Schiphol

          The Netherlands

           

            

          Fax: +3188 399 8159

          Email: TLS.TM.Amsterdam@dvbbank.com

           

              

          with copy to:

           

            

          DVB Bank SE

          3, Moraitini Street &

          1, Palea Leof. Posidonos,

          Bldg. K4

          Delta Paleo Faliro

          175 61 Athens

           

            

          Email: D-Shipping Athens@dvbbank.com
            

          and

           

            

          For rate fixing notices:

           

            

          DVB Bank SE, London Branch

          Park House

          16-18 Finsbury Circus

          London EC2M 7EB

          only in relation to loan administrations

          Email: TLS.LA.LONDON@DVBBANK.COM

        
	 	 	 


  

  

  
    158

    
      


  

  THE HEDGE COUNTERPARTIES

  	
          Name of Hedge Counterparty

        	
          Address for Communication

        
	 	 
	
          DVB Bank SE

           

          acting through its office at

          Platz der Republik 6

          60325, Frankfurt/Main

          Germany

        	
          WTC Schiphol Tower F

          6th Floor

          Attn: Transaction Management

          Schiphol Boulevard 255

          1118 BH Schiphol

          The Netherlands

           

            

          Fax: + 31 88 399 8159

          Email: TLS.TM.Amsterdam@dvbbank.com

           

              

          with copy to:

           

            

          DVB Bank SE

          3, Moraitini Street &

          1, Palea Leaf. Posidonos, Bldg. K4

          Delta Paleo Faliro

          175 61 Athens

          Email: D-Shipping Athens@dvbbank.com

        
	 	 


  

  

  
    159

    
      


  

  

  

  PARTC

  THE SERVICING PARTIES

  	
          Name of Arranger

        	
          Address for Communication

        
	 	 
	
          DVB Bank SE, Amsterdam Branch

           

        	
          WTC Schiphol Tower F

          6th Floor

          Attn: Transaction Management

          Schiphol Boulevard 255

          1118 BH Schiphol

          The Netherlands

          Fax: + 31 88 399 8159

           

          Email: TLS.TM.Amsterdam@dvbbank.com

           

                

          with copy to:

           

            

          DVB Bank SE

          3, Moraitini Street &

          1, Palea Leaf. Posidonos, Bldg. K4

          Delta Paleo Faliro

          175 61 Athens

           

          Email: D-Shipping Athens@dvbbank.com

           

          and

           

          For rate fixing notices:

           

            

          DVB Bank SE, London Branch

          Park House

          16-18 Finsbury Circus

          London EC2M 7EB

          only in relation to loan administration

          Email: TLS.LA.LONDON@DVBBANK.COM

        


  

  

  
    160

    
      


  

  

  

  	
          Name of Facility Agent

        	
          Address for Communication

        
	 	 
	
          DVB Bank SE, Amsterdam Branch

           

        	
          WTC Schiphol Tower F

          6th Floor

          Attn: Transaction Management

          Schiphol Boulevard 255

          1118 BH Schiphol

          The Netherlands

           

            

          Fax: + 31 88 399 8159

          Email: TLS.TM.Amsterdam@dvbbank.com

           

              

          with copy to:

           

            

          DVB Bank SE

          3, Moraitini Street &

          1, Palea Leaf. Posidonos, Bldg. K4

          Delta Paleo Faliro

          175 61 Athens

           

          Email: D-Shipping Athens@dvbbank.com

           

          and

           

          For rate fixing notices:

          DVB Bank SE, London Branch

          Park House

          16-18 Finsbury Circus

          London EC2M 7EB

          only in relation to loan administration

          Email: TLS.LA.LONDON@DVBBANK.COM

        
	 	 


  

  

  
    161

    
      


  

  

  

  	
          Name of Security Agent

        	
          Address for Communication

        
	 	 
	
          DVB Bank SE, Amsterdam Branch

           

        	
          WTC Schiphol Tower F

          6th Floor

          Attn: Transaction Management

          Schiphol Boulevard 255

          1118 BH Schiphol

          The Netherlands

              

            

          Fax: + 31 88 399 8159

          Email: TLS.TM.Amsterdam@dvbbank.com

                

              

          with copy to:

           

            

          DVB Bank SE

          3, Moraitini Street &

          1, Palea Leaf. Posidonos, Bldg. K4

          Delta Paleo Faliro

          175 61 Athens

           

          Email: D-Shipping Athens@dvbbank.com

           

          and

           

          For rate fixing notices:

          DVB Bank SE, London Branch

          Park House

          16-18 Finsbury Circus

          London EC2M 7EB

          only in relation to loan administration

          Email: TLS.LA.LONDON@DVBBANK.COM

        
	 	 


  

  

  
    162

    
      


  

  

  

  SCHEDULE 2

  CONDITIONS PRECEDENT AND SUBSEQUENT

  PART A

  CONDITIONS PRECEDENT TO DRAWDOWN REQUEST

  
    
      	1	
              Transaction 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 Transaction Obligor:

            


    

  

  
    
      	(a)	
              approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents
                  to which it is a party;

            


    

  

  
    
      	(b)	
              authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

            


    

  

  
    
      	(c)	
              authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, the Drawdown Request and
                  each Selection Notice) to be signed and/or despatched by it under, or in connection with, the Finance Documents to which it is a party.

            


    

  

  
    
      	1.3	
              An original of the power of attorney of any Transaction Obligor authorising a specified person or persons to execute the Finance Documents to which it is a
                  party.

            


    

  

  
    
      	1.4	
              A certified copy of the passport of each person authorised by the resolution referred to in paragraph 1.2 above, bearing a specimen of his/her signature.

            


    

  

  
    
      	1.5	
              A copy of a resolution signed by the Shareholder as the holder of the issued shares in each Borrower, approving the terms of, and the transactions contemplated
                  by, the Finance Documents to which that Borrower is a party.

            


    

  

  
    
      	1.6	
              A certificate of each Transaction Obligor (signed by an officer) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not
                  cause any borrowing, guaranteeing or similar limit binding on that Transaction Obligor to be exceeded.

            


    

  

  
    
      	1.7	
              A certificate of each Transaction Obligor that is incorporated outside the UK (signed by an officer) certifying either that (i) it has not delivered particulars
                  of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or (ii) it has a UK Establishment and specifying the name and registered number under which it is registered with the Registrar of Companies.

            


    

  

  
    
      	1.8	
              A certificate of an authorised signatory of the relevant Transaction Obligor certifying that each copy document relating to it specified in this Part A of
                  Schedule 2 (Conditions Precedent and Subsequent) is correct, complete and in full force and effect as at a date no earlier than the
                  date of this Agreement.

            


    

  

  
    
      	1.9	
              Evidence of satisfactory shareholding structure of the Transaction Obligors.

            


    

  

  
    163

    
      


  

  

  

  
    
      	2	
              Finance Documents

            


    

  

  
    
      	2.1	
              A duly executed original of any Finance Document not otherwise referred to in this Schedule 2

            


    

  

  (Conditions Precedent and Subsequent).

  
    
      	2.2	
              A duly executed original of any other document required to be delivered by each Finance Document if not otherwise referred to in this Schedule 2 (Conditions Precedent and Subsequent).

            


    

  

  
    
      	3	
              Security Documents

            


    

  

  
    
      	3.1	
              A duly executed original of each of the Account Security and the Shares Security in respect of each Borrower (and of each document to be delivered under each of
                  them) including confirmation of the appointment of any process agent under the relevant Account Security.

            


    

  

  
    
      	4	
              Legal opinions

            


    

  

  
    
      	4.1	
              A legal opinion of Watson, Farley & Williams, legal advisers to the Arranger, the Facility Agent and the Security Agent in England, substantially in the
                  form distributed to the Original Lenders before signing this Agreement.

            


    

  

  
    
      	4.2	
              A legal opinion of Watson Farley & Williams (New York) LLP, legal advisers to the Arranger, the Facility Agent and the Security Agent in the Marshall
                  Islands, substantially in the form distributed to the Original Lenders before signing this Agreement.

            


    

  

  
    
      	4.3	
              A legal opinion of Watson Farley & Williams, legal advisers to the Arranger, the Facility Agent and the Security Agent in Germany, substantially in the form
                  distributed to the Original Lenders before signing this Agreement.

            


    

  

  
    
      	5	
              Other documents and evidence

            


    

  

  
    
      	5.1	
              A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified
                  the Borrowers accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document.

            


    

  

  
    
      	5.2	
              The Original Financial Statements of each Borrower and the Guarantor.

            


    

  

  
    
      	5.3	
              The original of any mandates or other documents required in connection with the opening or operation of each Account.

            


    

  

  
    
      	5.4	
              Such evidence as the Facility Agent may reasonably 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.

            


    

  

  
    164

    
      


  

  

  

  PART B

  CONDITIONS PRECEDENT TO DRAWDOWN

  
    
      	1	
              Transaction Obligors

            


    

  

  A certificate of an authorised signatory of the relevant Transaction Obligor certifying that each
      corporate and copy document provided by it under Part A of Schedule 2 (Conditions Precedent and Subsequent) remains correct, complete and in
      full force and effect as at the Drawdown Date.

  
    
      	2	
              Borrowers

            


    

  

  A certificate of an authorised signatory of each Borrower certifying that each copy document which it
      is required to provide under this Part B of Schedule 2 (Conditions Precedent and Subsequent) is correct, complete and in full force and effect
      as at the Drawdown Date.

  
    
      	3	
              Vessel and other security

            


    

  

  
    
      	3.1	
              A duly executed and dated original of the Mortgage, the Deed of Covenant (if applicable), the General Assignment and any Charterparty Assignment in respect of
                  each Vessel and of each document to be delivered under or pursuant to each of them.

            


    

  

  
    
      	3.2	
              Documentary evidence that the Mortgage in respect of each Vessel has been duly registered or recorded (as the case may be) as a valid first preferred or
                  priority (as the case may be) ship mortgage in accordance with the laws of the jurisdiction of the relevant Approved Flag.

            


    

  

  
    
      	3.3	
              Documentary evidence that each Vessel:

            


    

  

  
    
      	(a)	
              is definitively and permanently registered in the name of the relevant Borrower under the relevant Approved Flag;

            


    

  

  
    
      	(b)	
              is in the absolute and unencumbered ownership of the relevant 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.

            


    

  

  
    
      	3.4	
              Copies of each Vessel's class certificate, class maintenance certificate and Safety Management Certificate (together with any other details of the applicable
                  Safety Management System which the Facility Agent requires) and of any other documents required under the ISM Code and the ISPS Code in relation to each Vessel including without limitation an ISSC and an IAPCC.

            


    

  

  
    
      	3.5	
              The Commercial Management Agreement and the Technical Management Agreement in respect of each Vessel, both on terms acceptable to the Facility Agent acting with
                  the authorisation of all of the Lenders, together with:

            


    

  

  
    
      	(a)	
              a duly executed and dated original of the Manager's Undertaking for each of the Approved Technical Manager and the Approved Commercial Manager in respect of
                  each Vessel; and

            


    

  

  
    165

    
      


  

  

  

  
    
      	(b)	
              copies of the relevant Approved Technical Manager's Document of Compliance.

            


    

  

  
    
      	3.6	
              A valuation or, as the case may be, valuations of each Vessel (at the cost of the Borrowers), addressed to the Facility Agent on behalf of the Finance Parties,
                  stated to be for the purposes of this Agreement and dated not earlier than 30 days before the Drawdown Date (unless otherwise agreed by the Facility Agent) from an Approved Valuer or Approved Valuers and prepared in accordance with Clause
                  25.7 (Provision of valuations), showing the Initial Market Value for that Vessel.

            


    

  

  
    
      	3.7	
              A favourable opinion from Bankserve or any independent insurance consultant acceptable to the Facility Agent on such matters relating to the Insurances in
                  respect of each Vessel as the Facility Agent may require.

            


    

  

  
    
      	4	
              Legal opinions

            


    

  

  
    
      	4.1	
              Draft agreed form legal opinions of the legal advisers to the Arranger, the Facility Agent and the Security Agent in the jurisdiction of the Approved Flag of
                  each Vessel, England and the Marshall Islands and such other relevant jurisdictions as the Facility Agent may require.

            


    

  

  
    
      	5	
              Other documents and evidence

            


    

  

  
    
      	5.1	
              Evidence that any process agent referred to in Clause 48.2 (Service




                    of process), if not an Obligor, has accepted its appointment.

            


    

  

  
    
      	5.2	
              Evidence that the fees, costs and expenses then due from the Borrowers pursuant to Clause 11 (Fees) and Clause 15 (Costs and Expenses), including legal fees, have been paid or will
                  be paid by the Drawdown Date.

            


    

  

  
    
      	5.3	
              Confirmation from the Account Bank that the Minimum Liquidity Amount in respect of each Borrower is standing to the credit of the relevant Earnings Account or
                  the relevant Time Deposit Account.

            


    

  

  
    166

    
      


  

  

  

  PART C

  CONDITIONS SUBSEQUENT

  
    
      	1	
              Legal opinions

            


    

  

  Executed legal opinions in agreed form of the legal advisers to the Facility Agent and the Security
      Agent in the jurisdiction of the Approved Flag of each Vessel, England and such other relevant jurisdictions as the Facility Agent may require.

  
    
      	2	
              Vessel and other security

            


    

  

  
    
      	2.1	
              Evidence that the Security Documents have been duly registered or recorded in such jurisdictions as the Facility Agent may require and that all notices of
                  assignment (where applicable) required under or in connection with the relevant Security Documents have been served.

            


    

  

  
    
      	2.2	
              A duly executed original or copy (as available) of a Letter of Undertaking from the Approved Brokers in a form acceptable to the Facility Agent.

            


    

  

  
    
      	2.3	
              A duly executed original or copy (as available) of a Letter of Undertaking from any protection and indemnity club or war risks association through or with whom
                  any obligatory insurances are placed or effected in a form acceptable to the Facility Agent.

            


    

  

  
    167

    
      


  

  

  

  SCHEDULE 3

  REQUESTS

  PART A

  DRAWDOWN REQUEST

  	
          From:

        	
          Quora Owners Inc.

          Phoenix Owners Inc. and

          Roscoe Marine Ltd.

        
	 	 
	
          To:

        	
          DVB Bank SE, Amsterdam Branch

        
	 	 


  Dated:[•] 2018

  Dear Sirs

  Quora Owners Inc., Phoenix Owners Inc. and Roscoe Marine Ltd. - $35,000,000 Facility Agreement dated [•]January 2018 (the
        "Agreement")

  
    
      	1	
              We refer to the Agreement. This is the Drawdown Request. Terms defined in the Agreement have the same meaning in this Drawdown Request unless given a different
                  meaning in this Drawdown Request.

            


    

  

  
    
      	2	
              We wish to borrow the Advances under Tranche A, Tranche Band Tranche Con the following terms:

            


    

  

  	
          Proposed Drawdown Date:

        	
          [•] 2018 (or, if that is not a Business Day,

          the next Business Day)

        
	 	 
	
          Amount:

        	 
	 	 
	
          Tranche A:

        	
          $[●]

        
	
          Tranche B:

        	
          $[●]

        
	
          Tranche C:

        	
          $[●]

        
	 	 
	
          Aggregate Amount of all Tranches:

        	
          $[●] or, if less, the Available Facility

        
	 	 
	
          Interest Period:

        	
          3 Months

        
	 	 


  
    
      	3	
              We confirm that each condition specified in Clause 4.1(Conditions




                    precedent to delivery of the Drawdown Request) and paragraph (a) of Clause 4.2 (Conditions precedent to Drawdown) of this
                  Agreement is satisfied on the date of this Drawdown Request.

            


    

  

  
    
      	4	
              The proceeds of these Advances should be credited to:

            


    

  

  account number:[•]

  name and SWIFT of account bank:[•]

  
    168

    
      


  

  

  

  name and SWIFT of US correspondent bank:[•]

  
    
      	5	
              This Drawdown Request is irrevocable.

            


    

  

  	
          Yours faithfully

        	 
	 	 
	 	 
	 	 
	 	 
	
          [●]

        	 
	
          authorised signatory for

        	 
	
          QUORA OWNERS INC.

        	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	
          [●]

        	 
	
          authorised signatory for

        	 
	
          PHOENIX OWNERS INC.

        	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	
          [●]

        	 
	
          authorised signatory for

        	 
	
          ROSCOE MARINE LTD.

        	 
	 	 
	 	 
	 	 


  

  

  
    169

    
      


  

  

  

  PART B

  SELECTION NOTICE

  	
          From:

        	
          Quora Owners Inc.

          Phoenix Owners Inc. and

          Roscoe Marine Ltd.

        
	 	 
	
          To:

        	
          DVB Bank SE, Amsterdam Branch

        
	 	 
	
          Dated:

        	
          [●]

        
	 	 
	 	 


  Dear Sirs

  Quora Owners Inc., Phoenix Owners Inc. and Roscoe Marine Ltd. - $35,000,000 Facility Agreement dated [•]January 2018 (the
        "Agreement")

  
    
      	6	
              We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different
                  meaning in this Selection Notice.

            


    

  

  
    
      	7	
              We request that, subject to paragraph (g) of Clause 9.1 (Selection




                    of Interest Periods) of the Agreement, the next Interest Period for the Loan be [• ].

            


    

  

  
    
      	8	
              This Selection Notice is irrevocable.

            


    

  

  	
          Yours faithfully

        	 
	 	 
	 	 
	 	 
	 	 
	
          [●]

        	 
	
          authorised signatory for

        	 
	
          Quora Owners Inc.

        	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	
          [●]

        	 
	
          authorised signatory for

        	 
	
          Phoenix Owners Inc.

        	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	
          [●]

        	 
	
          authorised signatory for

        	 
	
          Roscoe Marine Ltd.

        	 
	 	 
	 	 
	 	 


  

  

  
    170

    
      


  

  

  

  SCHEDULE 4

  FORM OF TRANSFER CERTIFICATE

  	
          From:

        	
          DVB Bank SE, Amsterdam Branch as Facility Agent and DVB Bank SE, Amsterdam Branch as Security Agent

        
	 	 
	
          To:

        	
          [The Existing Lender] (the "Existing
                Lender") and [The New Lender] (the "New Lender")

        
	 	 
	
          Dated:

        	
          [●]

        
	 	 
	 	 


  Dear Sirs

  Quora Owners Inc., Phoenix Owners Inc. and Roscoe Marine Ltd. - $35,000,000 Facility Agreement dated 29
      January 2018 (as amended and restated by a deed of accession, amendment and restatement dated [ •]  August 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 28.5 (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 28.5
                  (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 37.2 (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 28.4 (Limitation of responsibility of Existing Lenders) of the Agreement.

            


    

  

  
    
      	4	
              The New Lender hereby confirms that it has received a copy of each of the Security Documents which are governed by German law and which are account pledges, is
                  aware of the contents of such account pledges and expressly consents to the declarations of the Security Agent made on behalf of the New Lender (as future pledgee) in such account pledges.

            


    

  

  
    
      	5	
              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.

            


    

  

  
    
      	6	
              This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law.

            


    

  

  
    171

    
      


  

  

  

  
    
      	7	
              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.

  
    172

    
      


  

  

  

  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 Security Agent] and the Transfer Date is confirmed as
      [●].

  [Facility Agent]

  By: [●]

  [Security Agent]

  By: [●]

  
    173

    
      


  

  

  

  SCHEDULE 5

  FORM OF ASSIGNMENT AGREEMENT

  
    
      	To:	
              DVB Bank SE, Amsterdam Branch as Facility Agent, DVB Bank SE, Amsterdam Branch as Security Agent and Quora Owners Inc., Phoenix Owners Inc. and Roscoe Marine
                  Ltd. as Borrowers, 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

  Quora Owners Inc., Phoenix Owners Inc. and Roscoe Marine Ltd. - $35,000,000 Facility Agreement dated 29
      January 2018 (as amended and restated by a deed of accession, amendment and restatement dated [•] August 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 28.6 (Procedure for assignment):

            


    

  

  
    
      	(a)	
              The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement, the other Finance Documents and in respect
                  of the Transaction Security which correspond to that portion of the Existing Lender's Commitment and participations in the Loan under the Agreement as specified in the Schedule.

            


    

  

  
    
      	(b)	
              The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender's Commitments and
                  participations in the Loan under the Agreement specified in the Schedule.

            


    

  

  
    
      	(c)	
              The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

            


    

  

  
    
      	3	
              The proposed Transfer Date is [•].

            


    

  

  
    
      	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 37.2 (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 28.4 (Limitation of responsibility of Existing Lenders).

            


    

  

  
    
      	7	
              The New Lender hereby confirms that it has received a copy of each of the Security Documents which are governed by German law and which are account pledges, is
                  aware of the contents

            


    

  

  
    174

    
      


  

  

  

  of such account pledges and expressly consents to the declarations of the Security Agent made on behalf
      of the New Lender (as future pledgee) in such account pledges.

  
    
      	8	
              This Assignment Agreement acts as notice to the Facility Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 28.7 (Copy of Transfer Certificate or Assignment Agreement to Borrowers), to the Borrowers (on behalf of each Transaction Obligor) of the
                  assignment referred to in this Assignment Agreement.

            


    

  

  
    
      	9	
              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.

            


    

  

  
    
      	10	
              This Assignment Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

            


    

  

  
    
      	11	
              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.

  
    175

    
      


  

  

  

  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]

  for notices and account details for payments.]

  	
          [Existing Lender]

        	
          [New Lender]

        
	 	 
	
          By:

        	
          By:

        
	 	 


  This Assignment Agreement is accepted by the Facility Agent [and the Security 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:

  [Security Agent]

  By:]

  
    176

    
      


  

  

  

  SCHEDULE 6

  FORM OF COMPLIANCE CERTIFICATE

  
    
      	To:	
              DVB Bank SE, Amsterdam Branch as Facility Agent

            


    

  

  
    
      	From:	
              Dryships Inc.

            


    

  

  Dated: [●]

  Dear Sirs

  Quora Owners Inc., Phoenix Owners Inc. and Roscoe Marine Ltd. - $35,000,000 Facility Agreement dated 29 January 2018 (as
        amended and restated by a deed of accession, amendment and restatement dated [●]  August 2018, the "Agreement")

  
    
      	1	
              We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate
                  unless given a different meaning in this Compliance Certificate.

            


    

  

  
    
      	2	
              We confirm that:

            


    

  

  
    
      	(a)	
              an amount of $1,000,000 remains credited to each [Earnings Account] [Time Deposit Account];

            


    

  

  
    
      	(b)	
              as at the 3-month period ending on [●] to which the financial statements referred to below were prepared, the Guarantor is in compliance with the following
                  covenants under Clause 21.2 (Guarantor's financial covenants):

            


    

  

  
    
      	

            	(i)	
              the Working Capital is [●];

            


    

  

  
    
      	

            	(ii)	
              the Cash and Cash Equivalents are $[●];

            


    

  

  
    
      	

            	(iii)	
              the ratio of Total Net Liabilities to Net Market Value Adjusted Total Assets is [●]; and

            


    

  

  
    
      	

            	(iv)	
              To evidence such compliance, we attach a copy of the latest [annual][quarterly] consolidated financial statements of the Group together with calculations and
                  evidence setting out in reasonable detail the data and calculations made above (including valuations in a form acceptable to the Facility Agent evidencing the Market Value of each Fleet Vessel which were used to calculate the Market Value
                  Adjusted Total Assets of the Group as at [●]).

            


    

  

  
    177

    
      


  

  

  

  
    
      	3	
              We confirm that no Default is continuing. *

            


    

  

  	
          Signed: ______________________________

            

        	 
	
          [Authorised Signatory]

          of

          DRYSHIPS INC.

        	 
	 	 	 


  

  

  *If this statement cannot be made, the Compliance Certificate should identify any Default that is continuing and the
      steps, if any, being taken to remedy it.

  
    178

    
      


  

  

  

  SCHEDULE 7

  TIMETABLES

  	
          Delivery of a duly completed Drawdown Request (Clause 5.1 (Delivery of Drawdown Request)) or a Selection Notice (Clause 9.1

           (Selection of Interest Periods))

        	
          Three Business Days before the intended Drawdown Date (Clause 5.1 (Delivery of Drawdown Request)) or the expiry of the preceding Interest Period (Clause 9.1 (Selection of
                Interest Periods))

        
	 	 
	
          Facility Agent notifies the Lenders of an Advance in accordance with Clause 5.4 (Lenders' participation)

        	
          Three Business Days before the intended Drawdown Date

        
	 	 
	
          LIBOR is fixed

        	
          Quotation Day as of 11:00 am London time

        
	 	 
	
          Reference Bank Rate calculated by reference to available quotations in accordance with Clause 10.2 (Calculation of Reference Bank Rate)

        	
          Noon on the Quotation Day

        


  

  

  
    179

    
      


  

  

  

  EXECUTION PAGES

  	
          BORROWERS

        	 	 
	 	 	 
	
          SIGNED by Periklis Gavriil

        	
          )

        	 
	
          duly authorised

        	
          )

        	 
	
          for and on behalf of

        	
          )

        	
          /s/ Periklis Gavriil

        
	
          QUORA OWNERS INC.

        	
          )

        	 
	
          in the presence of:

        	
          )

        	 
	 	 	 
	
          Witness' signature: /s/ Georgia Theologidou

        	
          )

        	 
	
          Witness' name: Georgia Theologidou

        	
          )

        	 
	
          Witness' address:

        	
          Watson Farley & Williams

        	
          )

        	 
	 	
          348 Syngrou Avenue

        	 	 
	 	
          176 74 Kallithea

        	 	 
	 	
          Athens - Greece

        	 	 
	 	 	 
	 	 	 
	
          SIGNED by Periklis Gavriil

        	
          )

        	 
	
          duly authorised

        	
          )

        	 
	
          for and on behalf of

        	
          )

        	
          /s/ Periklis Gavriil

        
	
          PHOENIX OWNERS INC.

        	
          )

        	 
	
          in the presence of:

        	
          )

        	 
	 	 	 
	
          Witness' signature: /s/ Georgia Theologidou

        	
          )

        	 
	
          Witness' name: Georgia Theologidou

        	
          )

        	 
	
          Witness' address:

        	
          Watson Farley & Williams

        	
          )

        	 
	 	
          348 Syngrou Avenue

        	 	 
	 	
          176 74 Kallithea

        	 	 
	 	
          Athens - Greece

        	 	 
	 	 	 
	 	 	 
	
          SIGNED by Periklis Gavriil

        	
          )

        	 
	
          duly authorised

        	
          )

        	 
	
          for and on behalf of

        	
          )

        	
          /s/ Periklis Gavriil

        
	
          ROSCOE MARINE LTD.

        	
          )

        	 
	
          in the presence of:

        	
          )

        	 
	 	 	 
	
          Witness' signature: /s/ Georgia Theologidou

        	
          )

        	 
	
          Witness' name: Georgia Theologidou

        	
          )

        	 
	
          Witness' address:

        	
          Watson Farley & Williams

        	
          )

        	 
	 	
          348 Syngrou Avenue

        	 	 
	 	
          176 74 Kallithea

        	 	 
	 	
          Athens - Greece

        	 	 
	 	 	 
	 	 	 
	
          GUARANTOR

        	 	 
	 	 	 
	
          SIGNED by Periklis Gavriil

        	
          )

        	 
	
          duly authorised

        	
          )

        	 
	
          for and on behalf of

        	
          )

        	
          /s/ Periklis Gavriil

        
	
          DRYSHIPS INC.

        	
          )

        	 
	
          in the presence of:

        	
          )

        	 
	 	 	 
	
          Witness' signature: /s/ Georgia Theologidou

        	
          )

        	 
	
          Witness' name: Georgia Theologidou

        	
          )

        	 
	
          Witness' address:

        	
          Watson Farley & Williams

        	
          )

        	 
	 	
          348 Syngrou Avenue

        	 	 
	 	
          176 74 Kallithea

        	 	 
	 	
          Athens - Greece

        	 	 
	 	 	 


  
    180

    
      


  

  

  

  	
          HEDGE GUARANTORS

        	 	 
	 	 	 
	
          SIGNED by Periklis Gavriil

        	
          )

        	 
	
          duly authorised

        	
          )

        	 
	
          for and on behalf of

        	
          )

        	
          /s/ Periklis Gavriil

        
	
          QUORA OWNERS INC.

        	
          )

        	 
	
          in the presence of:

        	
          )

        	 
	 	 	 
	
          Witness' signature: /s/ Georgia Theologidou

        	
          )

        	 
	
          Witness' name: Georgia Theologidou

        	
          )

        	 
	
          Witness' address:

        	
          Watson Farley & Williams

        	
          )

        	 
	 	
          348 Syngrou Avenue

        	 	 
	 	
          176 74 Kallithea

        	 	 
	 	
          Athens - Greece

        	 	 
	 	 	 
	 	 	 
	
          SIGNED by Periklis Gavriil

        	
          )

        	 
	
          duly authorised

        	
          )

        	 
	
          for and on behalf of

        	
          )

        	
          /s/ Periklis Gavriil

        
	
          PHOENIX OWNERS INC.

        	
          )

        	 
	
          in the presence of:

        	
          )

        	 
	 	 	 
	
          Witness' signature: /s/ Georgia Theologidou

        	
          )

        	 
	
          Witness' name: Georgia Theologidou

        	
          )

        	 
	
          Witness' address:

        	
          Watson Farley & Williams

        	
          )

        	 
	 	
          348 Syngrou Avenue

        	 	 
	 	
          176 74 Kallithea

        	 	 
	 	
          Athens - Greece

        	 	 
	 	 	 
	 	 	 
	
          SIGNED by Periklis Gavriil

        	
          )

        	 
	
          duly authorised

        	
          )

        	 
	
          for and on behalf of

        	
          )

        	
          /s/ Periklis Gavriil

        
	
          ROSCOE MARINE LTD.

        	
          )

        	 
	
          in the presence of:

        	
          )

        	 
	 	 	 
	
          Witness' signature: /s/ Georgia Theologidou

        	
          )

        	 
	
          Witness' name: Georgia Theologidou

        	
          )

        	 
	
          Witness' address:

        	
          Watson Farley & Williams

        	
          )

        	 
	 	
          348 Syngrou Avenue

        	 	 
	 	
          176 74 Kallithea

        	 	 
	 	
          Athens - Greece

        	 	 
	 	 	 
	 	 	 


  
    181

    
      


  

  

  

  	
          ORIGINAL LENDERS

        	 	 
	 	 	 
	
          SIGNED by Erica Vivian Lacombe

        	
          )

        	 
	
          duly authorised

        	
          )

        	 
	
          for and on behalf of

        	
          )

        	
          /s/ Erica Vivian Lacombe

        
	
          DVB BANK SE, AMSTERDAM BRANCH

        	
          )

        	 
	
          in the presence of:

        	
          )

        	 
	 	 	 
	
          Witness' signature: /s/ Georgia Theologidou

        	
          )

        	 
	
          Witness' name: Georgia Theologidou

        	
          )

        	 
	
          Witness' address:

        	
          Watson Farley & Williams

        	
          )

        	 
	 	
          348 Syngrou Avenue

        	 	 
	 	
          176 74 Kallithea

        	 	 
	 	
          Athens - Greece

        	 	 
	 	 	 
	
          HEDGE COUNTERPARTIES

        	 	 
	 	 	 
	
          SIGNED by Erica Vivian Lacombe

        	
          )

        	 
	
          duly authorised

        	
          )

        	 
	
          for and on behalf of

        	
          )

        	
          /s/ Erica Vivian Lacombe

        
	
          DVB BANK SE

        	
          )

        	 
	
          in the presence of:

        	
          )

        	 
	 	 	 
	
          Witness' signature: /s/ Georgia Theologidou

        	
          )

        	 
	
          Witness' name: Georgia Theologidou

        	
          )

        	 
	
          Witness' address:

        	
          Watson Farley & Williams

        	
          )

        	 
	 	
          348 Syngrou Avenue

        	 	 
	 	
          176 74 Kallithea

        	 	 
	 	
          Athens - Greece

        	 	 
	 	 	 
	
          ARRANGER

        	 	 
	 	 	 
	
          SIGNED by Erica Vivian Lacombe

        	
          )

        	 
	
          duly authorised

        	
          )

        	 
	
          for and on behalf of

        	
          )

        	
          /s/ Erica Vivian Lacombe

        
	
          DVB BANK SE, AMSTERDAM BRANCH

        	
          )

        	 
	
          in the presence of:

        	
          )

        	 
	 	 	 
	
          Witness' signature: /s/ Georgia Theologidou

        	
          )

        	 
	
          Witness' name: Georgia Theologidou

        	
          )

        	 
	
          Witness' address:

        	
          Watson Farley & Williams

        	
          )

        	 
	 	
          348 Syngrou Avenue

        	 	 
	 	
          176 74 Kallithea

        	 	 
	 	
          Athens - Greece

        	 	 
	 	 	 
	
          FACILITY AGENT

        	 	 
	 	 	 
	
          SIGNED by Erica Vivian Lacombe

        	
          )

        	 
	
          duly authorised

        	
          )

        	 
	
          for and on behalf of

        	
          )

        	
          /s/ Erica Vivian Lacombe

        
	
          DVB BANK SE, AMSTERDAM BRANCH

        	
          )

        	 
	
          in the presence of:

        	
          )

        	 
	 	 	 
	
          Witness' signature: /s/ Georgia Theologidou

        	
          )

        	 
	
          Witness' name: Georgia Theologidou

        	
          )

        	 
	
          Witness' address:

        	
          Watson Farley & Williams

        	
          )

        	 
	 	
          348 Syngrou Avenue

        	 	 
	 	
          176 74 Kallithea

        	 	 
	 	
          Athens - Greece

        	 	 
	 	 	 


  

  

  
    182

    
      


  

  

  

  	
          SECURITY AGENT

        	 	 
	 	 	 
	
          SIGNED by Erica Vivian Lacombe

        	
          )

        	 
	
          duly authorised

        	
          )

        	 
	
          for and on behalf of

        	
          )

        	
          /s/ Erica Vivian Lacombe

        
	
          DVB BANK SE, AMSTERDAM BRANCH

        	
          )

        	 
	
          in the presence of:

        	
          )

        	 
	 	 	 
	
          Witness' signature: /s/ Georgia Theologidou

        	
          )

        	 
	
          Witness' name: Georgia Theologidou

        	
          )

        	 
	
          Witness' address:

        	
          Watson Farley & Williams

        	
          )

        	 
	 	
          348 Syngrou Avenue

        	 	 
	 	
          176 74 Kallithea

        	 	 
	 	
          Athens - Greece

        	 	 
	 	 	 


  

  

  
    183

    
      


  

  

  

  	
          ACCOUNT BANK

        	 	 
	 	 	 
	
          SIGNED by

            

        	
          )

        	 
	
          duly authorised

        	
          )

        	 
	
          for and on behalf of

        	
          )

        	
          /s/ Erica Vivian Lacombe

        
	
          DVB BANK SE

        	
          )

        	 
	
          in the presence of:

        	
          )

        	 
	 	 	 
	
          Witness' signature: 

            

        	
          )

        	 
	
          Witness' name: 

            

        	
          )

        	 
	
          Witness' address:

        	

        	
          )

        	 
	 	

        	 	 
	 	

        	 	 
	 	

        	 	 
	 	 	 


  

  

  

  

  

  

  184