Date:
as of December 21, 2011


STI
AMBER SHIPPING COMPANY LIMITED


STI
GARNET SHIPPING COMPANY LIMITED


STI
RUBY SHIPPING COMPANY LIMITED


STI
TOPAZ SHIPPING COMPANY LIMITED


as
joint and several Borrowers


SCORPIO
TANKERS INC.

as Guarantor


THE
BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule 1

as Lenders


THE
BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule 2

as Swap Banks


-
and -


CREDIT
AGRICOLE CORPORATE AND INVESTMENT BANK

as Arranger, Agent

and as Security Trustee


________________________________________


LOAN
AGREEMENT


________________________________________


 


relating
to senior secured term loan facility in the amount of up to US$92,000,000






    	 



    	 



    
 


TABLE
OF CONTENTS


 


	 	Page
	 	 
	1.     INTERPRETATION	2
	 	1.1	Definitions	2
	 	1.2	Construction of certain terms	29
	 	1.3	Meaning of “month”	31
	 	1.4	Meaning of “subsidiary”	31
	 	1.5	General interpretation	32
	 	1.6	Headings	32
	 	1.7	Accounting terms	32
	 	1.8	Inferences regarding materiality	32
	 	 	 	 
	2.      FACILITY	33
	 	2.1	Amount of facility	33
	 	2.2	Lenders’ participations in Advance	33
	 	2.3	Purpose of Advance	33
	 	2.4	Reduction and cancellation of Total Commitments	33
	 	 	 	 
	3.      POSITION OF THE LENDERS	33
	 	3.1	Interests several	33
	 	3.2	Individual right of action	33
	 	3.3	Proceedings requiring Majority Lender consent	33
	 	3.4	Obligations several	33
	 	3.5	Replacement of a Lender.	34
	 	 	 	 
	4.     DRAWDOWN	35
	 	4.1	Request for Advance	35
	 	4.2	Availability	35
	 	4.3	Notification to Lenders of receipt of a Drawdown Notice	36
	 	4.4	Drawdown Notice irrevocable	36
	 	4.5	Lenders to make available Contributions	36
	 	4.6	Disbursement of Advance	36
	 	4.7	Disbursement of Advance to third party	36
	 	4.8	Promissory note.	36
	 	 	 	 
	5.      INTEREST	37
	 	5.1	Normal rate of interest	37
	 	5.2	Payment of normal interest	37
	 	5.3	Payment of accrued interest	37
	 	5.4	Notification of Interest Periods and rates of normal interest	37
	 	5.5	Notice of prepayment	37
	 	5.6	Prepayment; termination of Commitments	37
	 	5.7	Application of prepayment	38
	 	5.8	Market disruption.	38
	 	 	 	 


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	6.      INTEREST PERIODS	39
	 	6.1	Commencement of Interest Periods	39
	 	6.2	Duration of normal Interest Periods	39
	 	6.3	Duration of Interest Periods for repayment installments	40
	 	6.4	Non-availability of matching deposits for Interest Period selected	40
	 	 	 	 
	7.      DEFAULT INTEREST	40
	 	7.1	Payment of default interest on overdue amounts	40
	 	7.2	Default rate of interest	40
	 	7.3	Calculation of default rate of interest	40
	 	7.4	Notification of interest periods and default rates	41
	 	7.5	Payment of accrued default interest	41
	 	7.6	Application to Master Agreement	41
	 	 	 	 
	8.      REPAYMENT AND PREPAYMENT	41
	 	8.1	Amount of repayment installments	41
	 	8.2	Repayment Dates	42
	 	8.3	Maturity Date	42
	 	8.4	Voluntary prepayment	42
	 	8.5	Conditions for voluntary prepayment	42
	 	8.6	Effect of notice of prepayment	42
	 	8.7	Notification of notice of prepayment	42
	 	8.8	Application of partial prepayment	42
	 	8.9	Mandatory prepayment	43
	 	8.10	Amounts payable on prepayment	43
	 	8.11	No reborrowing	43
	 	8.12	Unwinding of Designated Transactions	43
	 	8.13	Release of Borrower	43
	 	 	 	 
	9.      CONDITIONS PRECEDENT	43
	 	9.1	Documents, fees and no default	43
	 	9.2	Waiver of conditions precedent	45
	 	 	 	 
	10.      REPRESENTATIONS AND
    WARRANTIES	47
	 	10.1	General	47
	 	10.2	Status	47
	 	10.3	Company power; consents	47
	 	10.4	Consents in force	48
	 	10.5	Title.	48
	 	10.6	Legal validity; effective Security Interests	48
	 	10.7	No third party Security Interests	48
	 	10.8	No conflicts	49
	 	10.9	Taxes.	49
	 	10.10	No default	50
	 	10.11	Information	50
	 	10.12	No litigation	51
	 	10.13	ISM Code and ISPS Code compliance	51


 


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	 	10.14	Validity and completeness of Contracts	51
	 	10.15	No rebates etc.	51
	 	10.16	Compliance with law; Environmentally Sensitive Material	51
	 	10.17	Ownership structure.	52
	 	10.18	Pension Plans	52
	 	10.19	Margin Stock	52
	 	10.20	Investment company, public utility, etc.	52
	 	10.21	Asset Control.	52
	 	10.22	No money laundering	53
	 	10.23	Ships	53
	 	10.24	Place of Business	54
	 	10.25	Solvency	54
	 	10.26	Borrowers’ business; Guarantor’s business	54
	 	10.27	Immunity; Enforcement; Submission to Jurisdiction; Choice of Law.	54
	 	10.28	Status of Secured Liabilities	55
	 	 	 	 
	11.      GENERAL AFFIRMATIVE
    AND NEGATIVE COVENANTS	55
	 	11.1	Affirmative covenants	55
	 	11.2	Negative covenants	62
	 	 	 	 
	12.      FINANCIAL COVENANTS	64
	 	12.1	General	64
	 	12.2	Maximum leverage	64
	 	12.3	Minimum tangible net worth	64
	 	12.4	Minimum interest coverage	65
	 	12.5	Free liquidity	65
	 	 	 	 
	13.      MARINE INSURANCE
    COVENANTS	65
	 	13.1	General	65
	 	13.2	Maintenance of obligatory insurances	65
	 	13.3	Terms of obligatory insurances	65
	 	13.4	Further protections for the Creditor Parties	66
	 	13.5	Renewal of obligatory Insurances	67
	 	13.6	Copies of policies; letters of undertaking	68
	 	13.7	Copies of certificates of entry	68
	 	13.8	Deposit of original policies	69
	 	13.9	Payment of premiums	69
	 	13.10	Guarantees	69
	 	13.11	Compliance with terms of insurances	69
	 	13.12	Alteration to terms of insurances	70
	 	13.13	Settlement of claims	70
	 	13.14	Provision of copies of communications	70
	 	13.15	Provision of information	70
	 	13.16	Mortgagee’s interest, additional perils and political risk
    insurances	71
	 	13.17	Review of insurance requirements	71
	 	13.18	Modification of insurance requirements	71
	 	13.19	Compliance with instructions	71
	 	 	 	 


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	14.      SHIP COVENANTS	71
	 	14.1	General	71
	 	14.2	Ship’s name and registration	71
	 	14.3	Repair and classification	72
	 	14.4	Classification Society instructions	72
	 	14.5	Modification	73
	 	14.6	Removal of parts	73
	 	14.7	Surveys	73
	 	14.8	Inspection	73
	 	14.9	Prevention of and release from arrest	73
	 	14.10	Compliance with laws etc	74
	 	14.11	Provision of information	74
	 	14.12	Notification of certain events	75
	 	14.13	Restrictions on chartering, appointment of managers etc	75
	 	14.14	Notice of Mortgage	76
	 	14.15	ISPS Code	76
	 	 	 	 
	15.      SECURITY MAINTENANCE
    COVER RATIO	76
	 	15.1	General	76
	 	15.2	Security Maintenance Cover Ratio	76
	 	15.3	Provision of additional security; prepayment	77
	 	15.4	Value of additional vessel security	77
	 	15.5	Valuations binding	77
	 	15.6	Provision of information	77
	 	15.7	Payment of valuation expenses	78
	 	15.8	Application of prepayment	78
	 	 	 	 
	16.      GUARANTEE	78
	 	16.1	Guarantee and indemnity	78
	 	16.2	Continuing guarantee	78
	 	16.3	Performance of Guaranteed Obligations; obligations pari passu.	79
	 	16.4	Reinstatement	79
	 	16.5	Liability absolute and unconditional	79
	 	16.6	Waiver of promptness, etc.	80
	 	16.7	Waiver of revocation, etc.	80
	 	16.8	Waiver of certain defenses	80
	 	16.9	Waiver of disclosure, etc.	81
	 	16.10	Immediate recourse	81
	 	16.11	Acknowledgment of benefits	81
	 	16.12	Independent obligations	81
	 	16.13	Deferral of Guarantor’s rights	81
	 	16.14	Limitation of liability	81
	 	16.15	Reliance of Creditor Parties	82
	 	 	 	 


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	16A.      BORROWERS’
    SWAP GUARANTEE	82
	 	16A.1	Guarantee and indemnity	82
	 	16A.2	Continuing guarantee	82
	 	16A.3	Performance of Guaranteed Swap Obligations; obligations pari passu.	83
	 	16A.4	Reinstatement	83
	 	16A.5	Liability absolute and unconditional	83
	 	16A.6	Waiver of promptness, etc	84
	 	16A.7	Waiver of revocation, etc.	84
	 	16A.8	Waiver of certain defenses	84
	 	16A.9	Waiver of disclosure, etc.	84
	 	16A.10	Immediate recourse	85
	 	16A.11	Acknowledgment of benefits	85
	 	16A.12	Independent obligations	85
	 	16A.13	Deferral of Borrower’s rights	85
	 	16A.14	Limitation of liability	85
	 	16A.15	Reliance of Creditor Parties	86
	 	 	 	 
	17.      PAYMENTS AND CALCULATIONS	86
	 	17.2	Currency and method of payments	86
	 	17.3	Payment on non-Business Day	86
	 	17.4	Basis for calculation of periodic payments	86
	 	17.5	Distribution of payments to Creditor Parties	87
	 	17.6	Permitted deductions by Agent	87
	 	17.7	Agent only obliged to pay when monies received	87
	 	17.8	Refund to Agent of monies not received	87
	 	17.9	Agent may assume receipt	87
	 	17.10	Creditor Party accounts	87
	 	17.11	Agent’s memorandum account	88
	 	17.12	Accounts prima facie evidence	88
	 	 	 	 
	18.     APPLICATION OF RECEIPTS	88
	 	18.1	Normal order of application	88
	 	18.2	Variation of order of application	89
	 	18.3	Notice of variation of order of application	89
	 	18.4	Appropriation rights overridden	89
	 	18.5	Payments in excess of Contribution.	89
	 	 	 	 
	19.      APPLICATION
    OF EARNINGS, SALES PROCEEDS, INSURANCE PROCEEDS AND RETENTION ACCOUNT	90
	 	19.1	General	90
	 	19.2	Payment of Earnings	90
	 	19.3	Location of Accounts	90
	 	19.4	Borrowers’ obligations unaffected	90
	 	19.5	Interest accrued on Retention Account	91
	 	19.6	Debt for expenses etc.	91
	 	19.7	Retention Account: credits and withdrawals	91
	 	19.8	Earnings Account Balance	92
	 	 	 	 


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	20.      EVENTS OF DEFAULT	92
	 	20.1	Events of Default.  An Event of Default
    occurs if:	92
	 	20.2	Actions following an Event of Default	94
	 	20.3	Termination of Commitments	95
	 	20.4	Acceleration of Loan	95
	 	20.5	Multiple notices; action without notice	95
	 	20.6	Notification of Creditor Parties and Security Parties	95
	 	20.7	Creditor Party rights unimpaired	96
	 	20.8	Exclusion of Creditor Party liability	96
	 	20.9	Position of Swap Counterparties	96
	 	 	 	 
	21.      FEES AND EXPENSES	96
	 	21.1	Arrangement, commitment and up front fees	96
	 	21.2	Costs of negotiation, preparation etc.	97
	 	21.3	Costs of variations, amendments, enforcement etc	97
	 	21.4	Documentary taxes	97
	 	21.5	Certification of amounts	97
	 	 	 	 
	22.      INDEMNITIES	97
	 	22.1	Indemnities regarding borrowing and repayment of Loan	97
	 	22.2	Breakage costs	98
	 	22.3	Miscellaneous indemnities	98
	 	22.4	Currency indemnity	99
	 	22.5	Application to Master Agreements	99
	 	22.6	Certification of amounts	99
	 	22.7	Sums deemed due to a Lender	100
	 	 	 	 
	23.      NO SET-OFF OR TAX
    DEDUCTION; TAX INDEMNITY	100
	 	23.1	No deductions	100
	 	23.2	Grossing-up for taxes	100
	 	23.3	Evidence of payment of taxes	100
	 	23.4	Indemnity for taxes	100
	 	23.5	Exclusion from indemnity and gross-up for taxes	100
	 	23.6	Delivery of tax forms.	101
	 	23.7	Application to Master Agreements	102
	 	 	 	 
	24.     ILLEGALITY,
    ETC
	102
	 	24.1	Illegality	102
	 	24.2	Notification of illegality	102
	 	24.3	Prepayment; termination of Commitment	102
	 	24.4	Mitigation	102
	 	 	 	 


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	25.      INCREASED COSTS	103
	 	25.1	Increased costs	103
	 	25.2	Meaning of “increased costs”	103
	 	25.3	Notification to Borrowers of claim for increased costs	104
	 	25.4	Payment of increased costs	104
	 	25.5	Notice of prepayment	104
	 	25.6	Prepayment; termination of Commitment	104
	 	25.7	Application of prepayment	104
	 	 	 	 
	26.      SET-OFF	104
	 	26.1	Application of credit balances	104
	 	26.2	Existing rights unaffected	105
	 	26.3	Sums deemed due to a Lender	105
	 	26.4	No Security Interest	105
	 	 	 	 
	27.      TRANSFERS AND CHANGES
    IN LENDING OFFICES	105
	 	27.1	Transfer by Borrowers or Guarantor	105
	 	27.2	Transfer by a Lender	105
	 	27.3	Transfer Certificate, delivery and notification	106
	 	27.4	Effective Date of Transfer Certificate	106
	 	27.5	No transfer without Transfer Certificate	106
	 	27.6	Lender re-organization; waiver of Transfer Certificate	106
	 	27.7	Effect of Transfer Certificate	107
	 	27.8	Maintenance of register of Lenders	107
	 	27.9	Reliance on register of Lenders	108
	 	27.10	Authorization of Agent to sign Transfer Certificates	108
	 	27.11	Registration fee	108
	 	27.12	Sub-participation; subrogation assignment	108
	 	27.13	Disclosure of information	108
	 	27.14	Change of lending office	108
	 	27.15	Notification	108
	 	27.16	Security over Lenders’ rights	108
	 	 	 	 
	28.      VARIATIONS AND WAIVERS	109
	 	28.1	Variations, waivers etc. by Majority Lenders	109
	 	28.2	Variations, waivers etc. requiring agreement of all Lenders	109
	 	28.3	Variations, waivers etc. relating to the Servicing Banks	110
	 	28.4	Exclusion of other or implied variations	110
	 	 	 	 
	29.      NOTICES	110
	 	29.1	General	110
	 	29.2	Addresses for communications	110
	 	29.3	Effective date of notices	112
	 	29.4	Service outside business hours	112
	 	29.5	Illegible notices	113
	 	29.6	Valid notices	113
	 	29.7	English language	113
	 	29.8	Meaning of “notice”	113
	 	 	 	 


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	30.      SUPPLEMENTAL	113
	 	30.1	Rights cumulative, non-exclusive	113
	 	30.2	Severability of provisions	113
	 	30.3	Counterparts	113
	 	30.4	Binding Effect	113
	 	 	 	 
	31.      THE SERVICING BANKS
    AND PARALLEL DEBT	114
	 	31.1	Appointment and Granting.	114
	 	31.2	Scope of Duties	115
	 	31.3	Reliance	116
	 	31.4	Knowledge	116
	 	31.5	Security Trustee and Agent as Lenders	116
	 	31.6	Indemnification of Security Trustee and Agent	117
	 	31.7	Reliance on Security Trustee or Agent	117
	 	31.8	Actions by Security Trustee and Agent	118
	 	31.9	Resignation and Removal	118
	 	31.10	Release of Collateral	118
	 	31.11	Parallel Debt	118
	 	 	 	 
	32.      LAW AND JURISDICTION	119
	 	32.1	Governing law	119
	 	32.2	Consent to Jurisdiction.	120
	 	32.3	Creditor Party rights unaffected	120
	 	32.4	Meaning of “proceedings”	121
	 	 	 	 
	33.      WAIVER OF JURY TRIAL	121
	 	33.1	WAIVER	121
	 	 	 	 
	34.     PATRIOT ACT NOTICE	121
	 	34.1	PATRIOT Act Notice	121


 


	Appendix
    A	152
	Appendix B	153
	Appendix C	154
	Appendix D	155
	Appendix E	156
	Appendix F	157
	Appendix G	158
	Appendix H	159
	Appendix I	160
	Appendix J	161
	Appendix K	162
	EXECUTION PAGE	122
	Schedule 1	124
	Schedule 2	125
	Schedule 3	126
	Schedule 4	127
	Schedule 5	131
	Schedule 6	141
	Schedule 7	145
	Schedule 8	146
	Schedule 9	147


 


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	APPENDIX A FORM OF CHARTER ASSIGNMENT	143
	APPENDIX B FORM OF COMPLIANCE CERTIFICATE	144
	APPENDIX C FORM OF ACCOUNT PLEDGE	145
	APPENDIX D FORM OF EARNINGS ASSIGNMENT	146
	APPENDIX E FORM OF MORTGAGE	147
	APPENDIX F FORM OF PRE-DELIVERY SECURITY ASSIGNMENT	148
	APPENDIX G FORM OF MANAGER’S UNDERTAKING	149
	APPENDIX H FORM OF NOTE	150
	APPENDIX I FORM OF SHARES PLEDGE	151
	APPENDIX J FORM OF SWAP ASSIGNMENT	152
	APPENDIX K FORM OF INSURANCE ASSIGNMENT	153


 


ix






    	 



    	 



    
 


THIS
LOAN AGREEMENT (this “Agreement”) is made as of December 21, 2011



AMONG

 


	(1)	STI AMBER SHIPPING COMPANY LIMITED (“Amber”),
    STI GARNET SHIPPING COMPANY LIMITED (“Garnet”), STI RUBY SHIPPING COMPANY LIMITED (“Ruby”)
    and STI TOPAZ SHIPPING COMPANY LIMITED (“Topaz” and together with Amber, Garnet and Ruby, the “Borrowers”
    and, each individually, a “Borrower”, which expression includes their respective successors, transferees
    and assigns) each a corporation incorporated and existing under the laws of the Republic of the Marshall Islands whose registered
    address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960, as joint and several
    borrowers;
	 	 
	(2)	SCORPIO TANKERS INC., a corporation incorporated and existing under
    the laws of the Republic of the Marshall Islands whose principal office is at 9, Boulevard Charles III, Monaco, 98000, as
    guarantor (the “Guarantor”, which expression includes its successors, transferees and assigns);
	 	 
	(3)	THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1, as lenders
    (the “Lenders”, which expression includes their respective successors, transferees and assigns);
	 	 
	(4)	THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 2, as Swap
    banks (together with any other person that becomes a swap bank pursuant to a Swap Bank Accession Agreement (as defined below),
    the “Swap Banks”, which expression includes their respective successors, transferees and assigns);
	 	 
	(5)	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as agent for the
    Lenders (in such capacity, the “Agent”, which expression includes its successors, transferees and assigns),
    acting in such capacity through its principal office at 9 quai du President Paul Doumer, 92920 Paris La Defense Cedex, France;
	 	 
	(6)	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as security trustee
    for the Lenders (in such capacity, the “Security Trustee”, which expression includes its successors, transferees
    and assigns), acting in such capacity through its principal office at 9 quai du President Paul Doumer, 92920 Paris La Defense
    Cedex, France; and
	 	 
	(7)	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as arranger (in
    such capacity, the “Arranger”, which expression includes its successors, transferees and assigns), acting
    in such capacity through its principal office at 9 quai du President Paul Doumer, 92920 Paris La Defense Cedex, France.


 


 



    	1



    	 



    



BACKGROUND


(A)     The
Lenders have agreed to make available to the Borrowers a loan facility of up to $92,000,000 for the purpose of financing part
of the shipbuilding purchase price for the Ships.


(B)     At
their discretion, the Swap Banks may make available to the Borrowers interest rate swap transactions from time to time to hedge
the Borrowers’ exposure under this Agreement to interest rate fluctuations.


(C)     The
Lenders and the Swap Banks have agreed to share in the security to be granted to the Security Trustee pursuant to this Agreement
pari passu.


 


IT
IS AGREED as follows:


 


	1.	INTERPRETATION
	 	 
	1.1	Definitions. 
    Subject to Clause 1.5, in this Agreement:


“Acceptable
Accounting Firm” means Deloitte LLP, or such other recognized accounting firm as the Agent may, from time to time approve
in its reasonable discretion;


“Acceptable
Long Term Employment” means a time charter contract or other contract of employment (a) having a duration of two (2)
years or more with at least three (3) months remaining on the term thereof (inclusive of any extensions); (b) with a charterer
reasonably acceptable to the Majority Lenders; and (c) having such other terms and conditions reasonably acceptable to the Majority
Lenders;


“Account
Bank” means CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, acting through its principal office at 9 quai du President
Paul Doumer, 92920 Paris La Defense Cedex, France;


“Account
Pledge” means the pledge of the Earnings Accounts and the Retention Account pursuant to the Balance Accounts Pledge
Agreement in the form set out in Appendix C;


“Advance”
means each borrowing of a portion of the Total Commitment by the Borrowers or (as the context may require) the outstanding principal
amount of such borrowing at any relevant time, and includes the Amber Contract Installment Advance, the Amber Delivery Advance,
the Garnet Contract Installment Advance, the Garnet Delivery Advance, the Ruby Contract Installment Advance, the Ruby Delivery
Advance, the Topaz Contract Installment Advance and the Topaz Delivery Advance, and also

 


	 	(a)	in relation to
      the Amber Ship and/or Amber and/or the Amber Tranche, it means the Amber Contract Installment Advance and the Amber Delivery
      Advance;
	 	 	 
	 	(b)	in relation to
      the Garnet Ship and/or Garnet and/or the Garnet Tranche, it means the Garnet Contract Installment Advance and the Garnet Delivery
      Advance;
	 	 	 


 



    	2



    	 



    



	 	(c)	in relation to
    the Ruby Ship and/or Ruby and/or the Ruby Tranche, it means the Ruby Contract Installment Advance and the Ruby Delivery Advance;
  and
	 	 	 
	 	(d)	in relation to
    the Topaz Ship and/or Topaz and/or the Topaz Tranche, it means the Topaz Contract Installment Advance and the Topaz Delivery
    Advance; and “Advances” means any or all of them;


“Affiliate”
means, as to any person, any other person that, directly or indirectly, controls, is controlled by or is under common control
with such person or is a director or officer of such person, and for purposes of this definition, the term “control”
(including the terms “controlling”, “controlled by” and “under common control with”)
of a person means the possession, direct or indirect, of the power to vote 20% or more of the Voting Stock of such person or to
direct or cause direction of the management and policies of such person, whether through the ownership of Voting Stock, by contract
or otherwise;


“Agreed
Form” means in relation to any document, that document in the form reasonably acceptable to the Agent with the consent
of the Majority Lenders (such consent not to be unreasonably withheld), or as otherwise reasonably approved in accordance with
any other approval procedure specified in any relevant provision of any Finance Document;


“Amber
Commercial Management Agreement” means an Approved Commercial Management Agreement for the Amber Ship;


“Amber
Contract” means the shipbuilding contract dated June 2, 2011 made between Amber and the Builder, as may be amended and
supplemented from time to time, relating to the construction and sale by the Builder, and the purchase by Amber of the Amber Ship;


“Amber
Contract Assignment Consent and Acknowledgement” means the acknowledgement of notice of, and consent to, the assignment
in respect of the Amber Contract given or to be given in the form annexed to the Amber Pre-delivery Security Assignment;


“Amber
Contract Installment Advance” means, in relation to the Amber Ship, an Advance of a portion of the Total Commitment,
in the maximum amount in Dollars specified in the “Advance Amount” column of Schedule 3 of this Agreement opposite
the name of the relevant Advance and to be made to finance in part payment of the fourth installment of the Amber Contract Price
due before the Delivery Date for the Amber Ship;


“Amber
Contract Price” means the purchase price for the Amber Ship under the Amber Contract, being $37,405,500 or such lesser
sum in Dollars as may be payable as the purchase price for the Amber Ship by Amber to the Builder pursuant to the Amber Contract;


“Amber
Delivery Advance” means in relation to the Amber Ship, an Advance of a portion of the Total Commitment in the maximum
amount in Dollars specified in the “Advance Amount” column of Schedule 3 of this Agreement opposite the name of the
relevant Advance and to be made to finance in full the payment of the delivery installment of the Amber Contract Price due on
the Delivery Date for the Amber Ship;






    	3



    	 



    
“Amber
Earnings Account” means, in relation to the Amber Ship, an account in the name of Amber with the Account Bank designated
the Amber - Earnings Account, or any other account which is designated by the Agent as the Amber Earnings Account in relation
to the Amber Ship for the purpose of this Agreement;


“Amber
Earnings Assignment” means in relation to the Amber Ship, an assignment of the Earnings and any Requisition Compensation
of the Amber Ship, in the form set out in Appendix D;


“Amber
Insurance Assignment” means in relation to the Amber Ship; an assignment of the Insurances applicable to the Amber Ship,
in the form set out in Appendix K;


“Amber
Mortgage” means the first preferred mortgage to be executed by Amber in favor of the Security Trustee in the form set
out in Appendix E;


“Amber
Pre-delivery Security Assignment” means an assignment of the Amber Contract and the Amber Refund Guarantee in the form
set out in Appendix F;


“Amber
Refund Guarantee” means each letter of guarantee issued or to be issued by the Refund Guarantor as amended and supplemented
from time to time in favor of Amber in respect of the Builder’s obligations under the Amber Contract, each in the form required
by the Amber Contract, and any further guarantee(s) to be issued by the Refund Guarantor in respect of any agreement supplemental
to the Amber Contract, and any extension, renewal or replacement thereto or thereof.


“Amber
Refund Guarantee Assignment Consent and Acknowledgement” means in relation to each Amber Refund Guarantee, an acknowledgement
of notice of, and consent to, the assignment in respect of that Amber Refund Guarantee given or to be given by the Refund Guarantor
in the form annexed to the Amber Pre-delivery Security Assignment;


“Amber
Ship” means the 52,000 dwt product tanker known on the date of this Agreement as Hull No. 2332 at the Builder’s
yard, to be constructed and sold by the Builder to Amber pursuant to the Amber Contract and to be registered on its Delivery Date
in the ownership of Amber through the relevant Registry under the law of an Approved Flag with the name STI AMBER;


“Amber
Technical Management Agreement” means an Approved Technical Management Agreement for the Amber Ship;


“Amber
Tranche” means a Tranche of the Total Commitment and the Loan of up to $23,000,000, comprising the Amber Contract Installment
Advance and the Amber Delivery Advance, or the aggregate principal amount of such Tranche outstanding at any relevant time;






    	4



    	 



    
“Approved
Broker” means any of the companies listed on Schedule 8 or such other company proposed by the Borrowers which the Agent
may, with the consent of the Majority Lenders (such consent not to be unreasonably withheld), approve from time to time for the
purpose of valuing the Ships who shall act as an expert and not as arbitrator and whose valuation shall be conclusive and binding
on all parties to this Agreement;


“Approved
Commercial Management Agreement” means, in relation to a Ship in respect of its commercial management, a management
agreement between the relevant Borrower and an Approved Commercial Manager which shall be on the BIMCO Shipman 98 form or such
other form of management agreement, in each case which the Agent may reasonably approve;


“Approved
Commercial Manager” means SCM or any other commercial management company proposed by the Borrowers which the Agent may
reasonably approve from time to time as the commercial manager of a Ship;


“Approved
Flag” means the Bahamian, Cypriot, Maltese, Liberian, Panamanian, Singaporean or Marshall Islands flag or such other
flag as the Agent may, with the consent of the Majority Lenders, approve from time to time in writing as the flag on which a Ship
shall be registered;


“Approved
Management Agreement” means either an Approved Commercial Management Agreement or an Approved Technical Management Agreement
as the context requires;


“Approved
Manager” means either an Approved Commercial Manager or an Approved Technical Manager, as the context requires;


“Approved
Technical Management Agreement” means, in relation to a Ship in respect of its technical management, a management agreement
between the relevant Borrower and an Approved Technical Manager which shall be on the BIMCO Shipman 98 form or such other form
of management agreement, in each case which the Agent may reasonably approve;


“Approved
Technical Manager” means SSM or any other technical management company proposed by the Borrowers which the Agent may
reasonably approve from time to time as technical manager of a Ship;


“Availability
Period” means the period commencing on the Effective Date and ending on the earlier of:

 


	 	(a)	November 30, 2012
    (or such later date as the Agent may, with the consent of the Majority Lenders (such consent not to be unreasonably withheld,
  conditioned or delayed), agree with the Borrowers); or
	 	 	 
	 	(b)	the date on which
    the Total Commitments are fully borrowed, cancelled or terminated;


 


“Bank
Secrecy Act” means the United States Bank Secrecy Act of 1970, as amended;


“Business
Day” means a day on which banks are open in Zurich, Switzerland; London, England; Stockholm, Sweden; Paris, France and
New York, New York, U.S.A.;


“Balloon
Installment” for each Tranche has the meaning set forth in Clause 8;


“Builder”
means Hyundai Mipo Dockyard Co., Ltd., having its principal office at 1381 BANGEO-DONG, Dong-Gu, Ulsan 682-712, South Korea;






    	5



    	 



    
“Capitalized
Lease” means, as applied to any person, any lease of any property (whether real, personal or mixed) of which the discounted
present value of the rental obligations of such person, as lessee, in conformity with IFRS, is required to be capitalized on the
balance sheet of such person; and “Capitalized Lease Obligation” is defined to mean the rental obligations, as aforesaid,
under a Capitalized Lease;


 


“Cash
Equivalents” means:


 


	 	(a)	securities issued
    or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided
  that the full faith and credit of the United States of America is pledged in support thereof);
	 	 	 
	 	(b)	time deposits,
    certificates of deposit or deposits in the interbank market of any commercial bank of recognized standing organized under
    the laws of the United States of America, any state thereof or any foreign jurisdiction having capital and surplus in excess
    of $500,000,000; and
	 	 	 
	 	c)	such other securities
    or instruments as the Majority Lenders shall agree in writing;


 


and
in respect of both (a) and (b) above, with a Rating Category of at least “A+” by S&P and “A” by Moody’s
(or the equivalent used by another Rating Agency) in each case having maturities of not more than ninety (90) days from the date
of acquisition;

 


“Change
of Control” means:


 


	 	(a)	in respect of a
    Borrower, the occurrence of any act, event or circumstance that without prior written consent of the Majority Lenders results
    in the Guarantor owning directly or indirectly less than 100% of the issued and outstanding Equity Interests in such Borrower;
  and
	 	 	 
	 	(b)	in respect of the
    Guarantor, means:


 


	 	(i)	a “person”
    or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act), other than any holders
    of the Guarantor’s Equity Interests as of the date of this Agreement, becomes the ultimate “beneficial owner”
    (as defined in Rule 13d-3 under the Exchange Act and including by reason of any change in the ultimate “beneficial
    ownership” of the Equity Interests of the Guarantor) of more than 35% of the total voting power of the Voting Stock
  of the Guarantor (calculated on a fully diluted basis); or
	 	 	 
	 	(ii)	individuals who
    at the beginning of any period of two consecutive calendar years constituted the Board of Directors or equivalent governing
    body of the Guarantor (together with any new directors (or equivalent) whose election by such Board of Directors or equivalent
    governing body or whose nomination for election was approved by a vote of at least two-thirds of the members of such Board
    of Directors or equivalent governing body then still in office who either were members of such Board of Directors or equivalent
    governing body at the beginning of such period or whose election or nomination for election was previously so approved) cease
    for any reason to constitute at least 50% of the members of such Board of Directors or equivalent governing body then in office;






    	6



    	 



    
“Charter”
means, in relation to a Ship, any time or consecutive voyage charter or other contract for the employment in respect of such Ship,
including, but not limited to, a contract of affreightment, for a term which exceeds, or which by virtue of any optional extensions
may exceed, 12 months;


“Charter
Assignment” means, in relation to a Ship, an assignment of the relevant Charter in the form set out in Appendix A;


“CISADA”
means the United States Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010;


“Classification
Society” means, in relation to a Ship, American Bureau of Shipping, Det Norske Veritas or such other vessel classification
society that is a member of IACS that the Agent may approve from time to time;


“Code”
means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated and rulings issued thereunder;


“Collateral”
means all property (including, without limitation, any proceeds thereof) referred to in the Finance Documents that is subject
to any Security Interest in favor of the Security Trustee, for the benefit of the Lenders and the Swap Banks, securing the Secured
Liabilities;


“Commission”
or “SEC” means the United States Securities and Exchange Commission, as from time to time constituted, created
under the Exchange Act;


“Commitment”
means, in relation to a Lender, the amount set forth opposite its name in Schedule 1, or, as the case may require, the amount
specified in the relevant Transfer Certificate, as that amount may be reduced, cancelled or terminated in accordance with this
Agreement (and “Total Commitments” means the aggregate of the Commitments of all the Lenders);


“Compliance
Certificate” means a certificate executed by the Chief Financial Officer of the Guarantor in the form set out in Appendix
B;


 

“Consolidated
  EBITDA” means, for any accounting period, the consolidated net income of the Guarantor for that accounting period:


 


	 	(a)	plus, to the extent
  deducted in computing the net income of the Guarantor for that accounting period, the sum, without duplication, of:


 


	 	(i)	all federal, state,
  local and foreign income taxes and tax distributions;
	 	 	 
	 	(ii)	Consolidated Net
    Interest Expense;
	 	 	 
	 	(iii)	depreciation, depletion,
    amortization of intangibles and other non-cash charges or non-cash losses (including non-cash transaction expenses and the
    amortization of debt discounts) and any extraordinary losses not incurred in the ordinary course of business;
	 	 	 
	 	(iv)	expenses incurred
    in connection with a special or intermediate survey (including any underwater survey done in lieu thereof) of a Ship during
    such period; and
	 	 	 
	 	(v)	any drydocking
    expenses;


 



    	7



    	 



    



	 	(b)	minus, to the extent
    added in computing the consolidated net income of the Guarantor for that accounting period, (i) any non-cash income or non-cash
  gains and (ii) any extraordinary gains on asset sales not in the ordinary course of business;


 


“Consolidated
Funded Debt” means, for any accounting period, the sum of the following for the Guarantor determined (without duplication)
on a consolidated basis for such period and in accordance with IFRS consistently applied:


 


	 	(a)	all Financial Indebtedness;
  and
	 	 	 
	 	(b)	all obligations
    to pay a specific purchase price for goods or services whether or not delivered or accepted (including take-or-pay and similar
    obligations which in accordance with IFRS would be shown on the liability side of a balance sheet);


 


provided
that balance sheet accruals for future drydock expenses shall not be classified as Consolidated Funded Debt;


“Consolidated
Liquidity” means, on a consolidated basis at any time, the sum of (a) cash, (b) Cash Equivalents, in each case held
by the Guarantor on a freely available and unencumbered basis, and (c) available commitments under any revolving credit facilities
extended to the Guarantor;


“Consolidated
Net Interest Expense” means the aggregate of all interest, commissions, discounts and other costs, charges or expenses
accruing that are due from the Guarantor and all of its subsidiaries during the relevant accounting period less (i) commitment
fees, (ii) interest income received and (iii) amortization of deferred charges and arrangement fees, determined on a consolidated
basis in accordance with IFRS and as shown in the consolidated statements of income for the Guarantor;


“Consolidated
Tangible Net Worth” means, on a consolidated basis, the total shareholders’ equity (including retained earnings)
of the Guarantor, minus goodwill;






    	8



    	 



    
“Consolidated
Total Capitalization” means Consolidated Tangible Net Worth plus Consolidated Funded Debt;


“Contract”
means the Amber Contract, the Garnet Contract, the Ruby Contract and the Topaz Contract or any of them;


“Contract
Installment Advance” means the Amber Contract Installment Advance, the Garnet Contract Installment Advance, the Ruby
Contract Installment Advance and the Topaz Contract Installment Advance or any of them;


“Contract
Price” means the Amber Contract Price, the Garnet Contract Price, the Ruby Contract Price and the Topaz Contract Price
or any of them;


“Contractual
Currency” has the meaning given in Clause 22.4;


“Contribution”
means, in relation to a Lender, the part of the Loan which is owing to that Lender;


“Creditor
Party” means the Agent, the Arranger, the Security Trustee, any Lender or any Swap Bank, whether as at the date of this
Agreement or at any later time;


“Delivery
Advance” means the Amber Delivery Advance, the Garnet Delivery Advance, the Ruby Delivery Advance and the Topaz Delivery
Advance or any of them;


“Delivery
Date” has the meaning given in Clause 9.2(b);


“Designated
Transaction” means a Transaction which fulfils the following requirements:


 


	 	(a)	it is entered into
  by a Borrower with a Swap Bank:
	 	 	 
	 	(b)	its purpose is
    the hedging of the Borrowers’ exposure under this Agreement to fluctuations in LIBOR arising from the funding of the
    Loan (or any part thereof) for a period expiring no later than the Maturity Date; and
	 	 	 
	 	(c)	it is designated
    by the Borrowers, by delivery by the Borrowers to the Agent of a notice of designation in the form set out in Schedule 7 as
    a Designated Transaction for the purposes of the Finance Documents;


 


“Disbursement
Authorization” has the meaning given in Clause 9.2(b);


“Dollars”
and “$” means the lawful currency for the time being of the United States of America;


“Drawdown
Date” means, in relation to an Advance, the date requested by the Borrowers for such Advance to be made, or (as the
context requires) the date on which such Advance is actually made;


“Drawdown
Notice” means a notice in the form set out in Schedule 4 (or in any other form which the Agent approves or reasonably
requires);






    	9



    	 



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


 


	 	(a)	except to the extent
  that they fall within paragraph (b):


 


	 	(i)	all freight, hire
  and passage moneys;
	 	 	 
	 	(ii)	compensation payable
    to such Borrower or the Security Trustee in the event of requisition of that Ship for hire;
	 	 	 
	 	(iii)	remuneration for
    salvage and towage services;
	 	 	 
	 	(iv)	demurrage and detention
    moneys;
	 	 	 
	 	(v)	damages for breach
    (or payments for variation or termination) of any charterparty or other contract for the employment of that Ship; and
	 	 	 
	 	(vi)	all moneys which
    are at any time payable under Insurances in respect of loss of hire; and


 


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


 


“Earnings
Account” means each of the Amber Earnings Account, the Garnet Earnings Account, the Ruby Earnings Account and the Topaz
Earnings Account or any of them;


“Earnings
Assignment” means each of the Amber Earnings Assignment, the Garnet Earnings Assignment, the Ruby Earnings Assignment
and the Topaz Earnings Assignment or any of them;


“EDGAR”
means the Electronic Data Gathering, Analysis, and Retrieval system maintained by the SEC;


“Effective
Date” means the date on which this Agreement is executed and delivered by the parties hereto;


“Environmental
Claim” means:


 


	 	(a)	any claim by any
    governmental, judicial or regulatory authority which arises out of an Environmental Incident or an alleged Environmental Incident
  or which relates to any Environmental Law; or
	 	 	 
	 	(b)	any claim by any
    other person which relates to an Environmental Incident or to an alleged Environmental Incident,


 






    	10



    	 



    
and
“claim” means a claim for damages, compensation, indemnification, contribution, fines, penalties or any other
payment of any kind 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 of
  Environmentally Sensitive Material from a Ship; or
	 	 	 
	 	(b)	any incident in
    which Environmentally Sensitive Material is released and which involves a collision or allision between a Ship and another
    vessel or object, or some other incident of navigation or operation, in any case, in connection with which such Ship is actually
    or potentially liable to be arrested, attached, detained or injuncted and/or such Ship and/or the Borrower owning such Ship
    and/or any operator or manager of such Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative
    action; or
	 	 	 
	 	(c)	any other incident
    in which Environmentally Sensitive Material is released otherwise than from a Ship and in connection with which such Ship
    is actually or potentially liable to be arrested and/or where the Borrower owning such Ship and/or any operator or manager
    of such Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action;


 


“Environmental
Law” means any law relating to pollution or protection of the environment, to the carriage of Environmentally Sensitive
Material or to actual or threatened releases of Environmentally Sensitive Material;


“Environmental
Permit” means any permit, approval, identification number, license or other authorization required under any Environmental
Law;


“Environmentally
Sensitive Material” means oil, oil products 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;


“Equity
Interests” of any person means:


 


	 	(a)	any and all shares
    and other equity interests (including common stock, preferred stock, limited liability company interests and partnership interests)
  in such person; and
	 	 	 
	 	(b)	all rights to purchase,
    warrants or options or convertible debt (whether or not currently exercisable), participations or other equivalents of or
    interests in (however designated) such shares or other interests in such person;


 


“Equity
Proceeds” means the net cash proceeds from the issuance of common or preferred stock of the Guarantor (excluding the
issuance of restricted stock);






    	11



    	 



    
“ERISA”
means the United States Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated and rulings
issued thereunder;


“ERISA
Affiliate” means a trade or business (whether or not incorporated) that, together with the Guarantor or any subsidiary
of it, would be deemed to be a single employer under Section 414 of the Code;


“ERISA
Funding Event” means:


 


	 	(a)	any failure by
    any Plan to satisfy the minimum funding standards (for purposes of Section 412 of the Code or Section 302 of ERISA), whether
  or not waived;
	 	 	 
	 	(b)	the filing pursuant
    to Section 412 of the Code or Section 303 of ERISA of an application for a waiver of the minimum funding standard with respect
    to any Plan;
	 	 	 
	 	(c)	the failure by
    the Guarantor or any subsidiary of it or any ERISA Affiliate to make any required contribution to a Multiemployer Plan;
	 	 	 
	 	(d)	a determination
    that any Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430(i) of the Code);
	 	 	 
	 	(e)	the incurrence
    by the Guarantor or any subsidiary of it or any ERISA Affiliate of any liability with respect to the withdrawal or partial
    withdrawal from any Plan or Multiemployer Plan; or
	 	 	 
	 	(f)	a determination
    that a Multiemployer Plan is, or is expected to be, in endangered status within the meaning of Section 432 of the Code or
    Section 305 of ERISA;


 


“ERISA
Termination Event” means:


 


	 	(a)	the imposition
  of any lien in favor of the PBGC of any Plan or Multiemployer Plan;
	 	 	 
	 	(b)	the receipt by
    the Guarantor or any subsidiary of it or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating
    to an intention to terminate any Plan or Multiemployer Plan or to appoint a trustee to administer any Plan or Multiemployer
    Plan under Section 4042 of ERISA;
	 	 	 
	 	(c)	the receipt by
    the Guarantor or any subsidiary of it or ERISA Affiliate of any notice that a Multiemployer Plan is in critical status within
    the meaning of Section 432 of the Code or Section 305 of ERISA; or
	 	 	 
	 	(d)	the filing of a
    notice of intent to terminate a Plan under Section 4041 of ERISA;


 


“Estate”
has the meaning assigned such term in Clause 31.1(b)(ii);


“Event
of Default” means any of the events or circumstances described in Clause 20.1;






    	12



    	 



    
“Exchange
Act” means the United States Securities Exchange Act of 1934, as amended, and any successor act thereto, and (unless
the context otherwise requires) includes the rules and regulations of the Commission promulgated thereunder;


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


“Fair
Market Value” means, in relation to a Ship, the market value of such Ship at any date that is shown by the average of
two (2) valuations each prepared and addressed to the Agent:


 


	 	(a)	as at a date not
  more than 30 days prior to the date such valuation is delivered to the Agent;
	 	 	 
	 	(b)	by Approved Brokers
    one of which shall be selected by the Agent, one of which shall be selected by the Borrowers;
	 	 	 
	 	(c)	with or without
    physical inspection of such Ship (as the Agent may require); and
	 	 	 
	 	(d)	on the basis of
    a sale for prompt delivery for cash on normal arm’s length commercial terms as between a willing seller and a willing
    buyer, free of any existing charter or other contract of employment (and with no value to be given to any pooling arrangements);


 


provided
that (A) if a range of market values is provided in a particular appraisal, then the market value in such appraisal shall
be deemed to be the mid-point within such range and (B) if an additional appraisal is obtained as provided in Clause 11.1(h),
the market value of the Ship shall be the average of the three appraisals obtained; and provided further that if consented
to by the Borrowers, the Agent shall have the option to have the market value of a Ship determined by a single Approved Broker
selected by the Majority Lenders;


“Fee
Letter” means each letter of even date herewith made between (inter alios) the Borrowers and the Agent in respect of
certain fees payable under Clause 21.1;


“Finance
Documents” means:


 


	 	(a)	this Agreement;
	 	 	 
	 	(b)	all Charter Assignments;
	 	 	 
	 	(c)	the Account Pledge;
	 	 	 
	 	(d)	all Earnings Assignments;
	 	 	 
	 	(e)	all Insurance Assignments;
	 	 	 
	 	(f)	all Mortgages;
	 	 	 
	 	(g)	the Note;
	 	 	 






    	13



    	 



    
 

	 	(h)	all Shares Pledges;
	 	 	 
	 	(i)	all Swap Assignments;
	 	 	 
	 	(j)	all Pre-delivery
      Security Assignments;
	 	 	 
	 	(k)	the Fee Letter;
      and
	 	 	 
	 	(l)	any other document
      (whether creating a Security Interest or not) which is executed at any time by any person as security for, or to establish
      any form of subordination or priorities arrangement in relation to, any amount payable to the Lenders and/or the Swap Banks
      under this Agreement or any of the other documents referred to in this definition;


“Financial
  Indebtedness” means, with respect to any person (the “Debtor”) at any date of determination (without
duplication):


 


	 	(a)	all obligations
  of the debtor for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the Debtor;
	 	 	 
	 	(b)	all obligations
    of the Debtor evidenced by bonds, debentures, notes or other similar instruments;
	 	 	 
	 	(c)	all obligations
    of the Debtor in respect of any acceptance credit, guarantee or letter of credit facility or equivalent made available to
    the Debtor (including reimbursement obligations with respect thereto);
	 	 	 
	 	(d)	all obligations
    of the Debtor to pay the deferred purchase price of property or services, which purchase price is due more than six months
    after the date of placing such property in service or taking delivery thereto or the completion of such services, except trade
    payables;
	 	 	 
	 	(e)	all Capitalized
    Lease Obligations of the Debtor as lessee;
	 	 	 
	 	(f)	all Financial Indebtedness
    of persons other than the Debtor secured by a Security Interest on any asset of the Debtor, whether or not such Financial
    Indebtedness is assumed by the Debtor, provided that the amount of such Financial Indebtedness shall be the lesser
    of (i) the fair market value of such asset at such date of determination and (ii) the amount of such Financial Indebtedness;
    and
	 	 	 
	 	(g)	all Financial Indebtedness
    of persons other than the Debtor under any guarantee, indemnity or similar obligation entered into by the Debtor to the extent
    such Financial Indebtedness is guaranteed, indemnified, etc. by the Debtor.


 


The
amount of Financial Indebtedness of any Debtor at any date shall be the outstanding balance at such date of all unconditional
obligations as described above and, with respect to contingent obligations described in (f) and (g) above, the maximum liability
upon the occurrence of the contingency giving rise to the obligation, provided that (i) the amount outstanding at any time
of any Financial Indebtedness issued with an original issue discount is the face amount of such Financial Indebtedness less the
remaining unamortized portion of such original issue discount of such Financial Indebtedness at such time, and (ii) Financial
Indebtedness shall not include any liability for taxes;






    	14



    	 



    
“Fiscal
Year” means, in relation to any person, each period of one (1) year commencing on January 1 of each year and ending
on December 31 of such year in respect of which its accounts are or ought to be prepared;


“Foreign
Pension Plan” means any plan, fund (including without limitation, any superannuation fund) or other similar program
established or maintained outside the United States of America by the Guarantor or any of the Borrowers or any one or more of
their respective subsidiaries primarily for the benefit of employees of such Security Party or such subsidiaries residing outside
the United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral
of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject
to ERISA or the Code;


“Garnet
Commercial Management Agreement” means an Approved Commercial Management Agreement for the Garnet Ship;


“Garnet
Contract” means the shipbuilding contract dated June 2, 2011 made between Garnet and the Builder, as may be amended
and supplemented from time to time, relating to the construction and sale by the Builder, and the purchase by Garnet of the Garnet
Ship;


“Garnet
Contract Assignment Consent and Acknowledgement” means the acknowledgement of notice of, and consent to, the assignment
in respect of the Garnet Contract given or to be given in the form annexed to the Garnet Pre-delivery Security Assignment;


“Garnet
Contract Installment Advance” means, in relation to the Garnet Ship, an Advance of a portion of the Total Commitment,
in the maximum amount in Dollars specified in the “Advance Amount” column of Schedule 3 of this Agreement opposite
the name of the relevant Advance and to be made to finance in part payment of the fourth installment of the Garnet Contract Price
due before the Delivery Date for the Garnet Ship;


“Garnet
Contract Price” means the purchase price for the Garnet Ship under the Garnet Contract, being $37,405,500 or such lesser
sum in Dollars as may be payable as the purchase price for the Garnet Ship by Garnet to the Builder pursuant to the Garnet Contract;


“Garnet
Delivery Advance” means in relation to the Garnet Ship, an Advance of a portion of the Total Commitment in the maximum
amount in Dollars specified in the “Advance Amount” column of Schedule 3 of this Agreement opposite the name of the
relevant Advance and to be made to finance in full the payment of the delivery installment of the Garnet Contract Price due on
the Delivery Date for the Garnet Ship;


“Garnet
Earnings Account” means, in relation to the Garnet Ship, an account in the name of Garnet with the Account Bank designated
the Garnet - Earnings Account, or any other account which is designated by the Agent as the Garnet Earnings Account in relation
to the Garnet Ship for the purpose of this Agreement;






    	15



    	 



    
“Garnet
Earnings Assignment” means in relation to the Garnet Ship, an assignment of the Earnings and any Requisition Compensation
of the Garnet Ship, in the form set out in Appendix D;


“Garnet
Insurance Assignment” means in relation to the Garnet Ship, an assignment of the Insurances applicable to the Garnet
Ship in the form set out in Appendix K;


“Garnet
Mortgage” means the first preferred mortgage to be executed by Garnet in favor of the Security Trustee in the form set
out in Appendix E;


“Garnet
Pre-delivery Security Assignment” means an assignment of the Garnet Contract and the Garnet Refund Guarantee in the
form set out in Appendix F;


“Garnet
Refund Guarantee” means each letter of guarantee issued or to be issued by the Refund Guarantor as amended and supplemented
from time to time in favor of Garnet in respect of the Builder’s obligations under the Garnet Contract, each in the form
required by the Garnet Contract, and any further guarantee(s) to be issued by the Refund Guarantor in respect of any agreement
supplemental to the Garnet Contract, and any extension, renewal or replacement thereto or thereof.


“Garnet
Refund Guarantee Assignment Consent and Acknowledgement” means in relation to each Garnet Refund Guarantee, an acknowledgement
of notice of, and consent to, the assignment in respect of that Garnet Refund Guarantee given or to be given by the Refund Guarantor
in the form annexed to the Garnet Pre-delivery Security Assignment;


“Garnet
Ship” means the 52,000 dwt product tanker known on the date of this Agreement as Hull No. 2335 at the Builder’s
yard, to be constructed and sold by the Builder to Garnet pursuant to Garnet Contract and to be registered on its Delivery Date
in the ownership of the Garnet through the relevant Registry under the law of an Approved Flag with the name STI GARNET;


“Garnet
Technical Management Agreement” means an Approved Technical Management Agreement for the Garnet Ship;


“Garnet
Tranche” means a Tranche of the Total Commitment and the Loan of up to $23,000,000, comprising the “Garnet Contract
Installment Advance and the Garnet Delivery Advance, or the aggregate principal amount of such Tranche outstanding at any relevant
time;


“Guaranteed
Obligations” has the meaning given in Clause 16.1;


“IACS”
means the International Association of Classification Societies;


“IFRS”
means international accounting standards within the meaning of the IAS Regulations 1606/2002 to the extent applicable to the relevant
financial statements;






    	16



    	 



    
“Insurances”
means in relation to a Ship:


 


	 	(a)	all policies and
    contracts of insurance, including entries of such Ship in any protection and indemnity or war risks association, effected
  in respect of such Ship, the Earnings or otherwise in relation to such Ship; and
	 	 	 
	 	(b)	all rights and
  other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium;


 


“Insurance
Assignment” means each of the Amber Insurance Assignment, the Garnet Insurance Assignment, the Ruby Insurance Assignment
and the Topaz Insurance Assignment or any of them;


“Interest
Period” means a period determined in accordance with Clause 6;


“ISM
Code” means the International Safety Management Code (including the guidelines on its implementation), adopted by the
International Maritime Organization, as the same may be amended or supplemented from time to time (and the terms “safety
management system”, “Safety Management Certificate” and “Document of Compliance”
have the same meanings as are given to them in the ISM Code);


“ISM
Code Documentation” includes, in respect of a Ship:


 


	 	(a)	the Document of
    Compliance and Safety Management Certificate issued pursuant to the ISM Code in relation to such Ship within the periods specified
  by the ISM Code;
	 	 	 
	 	(b)	all other documents
    and data which are relevant to the safety management system and its implementation and verification which the Agent may require;
  and
	 	 	 
	 	(c)	any other documents
    which are prepared or which are otherwise relevant to establish and maintain such Ship’s compliance or the compliance
  of the Borrower owning such Ship or the relevant Approved Manager with the ISM Code which the Agent may require;


 


“ISPS
Code” means the International Ship and Port Facility Security Code as adopted by the International Maritime Organization,
as the same may be amended or supplemented from time to time;


“ISPS
Code Documentation” includes:


 


	 	(a)	the ISSC; and
	 	 	 
	 	(b)	all other documents
    and data which are relevant to the ISPS Code and its implementation and verification which the Agent may require;


 


“ISSC”
means a valid and current International Ship Security Certificate issued under the ISPS Code;






    	17



    	 



    
“Lending
Office” means, with respect to any Lender, the office of such Lender specified as its “Lending Office”
under its name on Schedule 1 or in the relevant Transfer Certificate pursuant to which it became a Lender, or such other office
of such Lender as such Lender may from time to time specify to the Borrowers and the Agent;


“LIBOR”
means, in relation to any period for which an interest rate is to be determined under any provision of a Finance Document, the
rate per annum equal to the offered quotation for deposits in Dollars for a period equal to, or as near as possible equal to,
such period which appears on Reuters Page LIBOR01 at or about 11:00 a.m. (London time) on the Quotation Date for the relevant
period (and, for the purposes of this Agreement, “Reuters Page LIBOR01” means the display designated as “Page
LIBOR01” on the Reuters Service or such other page as may replace Page LIBOR01 on that service for the purpose of displaying
rates comparable to that rate or such other service as may be nominated by the British Bankers’ Association as the information
vendor for the purpose of displaying British Bankers’ Association Interest Settlement Rates for Dollars in the London interbank
market);


“Loan”
means the principal amount from time to time outstanding under this Agreement;


“Major
Casualty” means, in relation to a Ship, any casualty to such Ship in respect of which the claim or the aggregate of
the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $5,000,000 or the equivalent
in any other currency;


“Majority
Lenders” means: (a) before the Loan has been made, Lenders whose Commitments total 66.67% or more of the Total Commitments;
and (b) after the Loan has been made, Lenders whose Contributions total 66.67% or more of the Loan;


“Manager’s
Undertaking” means, in relation to a Ship, the letter executed and delivered by an Approved Manager, in the form set
out in Appendix G;


“Margin”
means 2.70% per annum;


“Margin
Stock” has the meaning specified in Regulation U of the Board of Governors of the United States Federal Reserve System
and any successor regulations thereto, as in effect from time to time;


“Master
Agreement” means each master agreement on the 2002 ISDA (Multicurrency-Crossborder) form made or to be made between
any of the Borrowers and a Swap Bank and includes all Designated Transactions from time to time and confirmations from time to
time exchanged under any Master Agreement;


“Material
Adverse Effect” means the existence of one or more events, conditions and/or contingencies that have had, or could reasonably
be expected to have, (i) a material adverse effect on the business, operations, properties, assets, liabilities or financial condition
of the Borrowers and the Guarantor, taken as a whole, or (ii) a material impairment of the validity or enforceability of, or a
material impairment of the rights, remedies or benefits available to any Creditor Party under any of the Finance Documents;






    	18



    	 



    
“Maturity
Date” means for each Tranche, the earlier of the 28th Repayment Date for such Tranche and the date on which the Loan
is accelerated pursuant to Clause 20.4;


“Moody’s”
means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors;


“Mortgage”
means the Amber Mortgage, the Garnet Mortgage, the Ruby Mortgage and the Topaz Mortgage or any of them;


“Multiemployer
Plan” means, at any time, a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the
Guarantor or any subsidiary of it or any ERISA Affiliate has any liability or obligation to contribute or has within any of the
six preceding plan years had any liability or obligation to contribute;


“Net
Debt” means Financial Indebtedness less cash and Cash Equivalents;


“Non-indemnified
Tax” means any tax on the net income of a Creditor Party (but not a tax on gross income or individual items of income),
whether collected by deduction or withholding or otherwise, which is levied by a taxing jurisdiction which:


 


	 	(a)	is located in the
    country under whose laws such entity is formed (or in the case of a natural person is a country of which such person is a
  citizen); or
	 	 	 
	 	(b)	with respect to
    any Lender, is located in the country of its Lending Office; or
	 	 	 
	 	(c)	with respect to
    any Creditor Party other than a Lender, is located in the country from which such party has originated its participation in
    this transaction;


 


“Note”
means a promissory note of the Borrowers, payable to the order of the Agent, evidencing the aggregate indebtedness of the Borrowers
under this Agreement, in the form set out in Appendix H;


“Notifying
Lender” has the meaning given in Clause 24.1 or Clause 25.1 as the context requires;


“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury;


“pari
passu”, when used with respect to the ranking of any Financial Indebtedness of any person in relation to other Financial
Indebtedness of such person, means that each such Financial Indebtedness:


 


	 	(a)	either (i) is not
    subordinated in right of payment to any other Financial Indebtedness of such person or (ii) is subordinate in right of payment
    to the same Financial Indebtedness of such person as is the other and is so subordinate to the same extent; and
	 	 	 


 



    	19



    	 



    


	 	(b)	is not subordinate
      in right of payment to the other or to any Financial Indebtedness of such person as to which the other is not so subordinate;


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


“Payment
Currency” has the meaning given in Clause 22.4;


“PBGC”
means the Pension Benefits Guarantee Corporation and its successors;


“Permitted
Security Interests” means:


 


	 	(a)	Security Interests
  created by the Finance Documents;
	 	 	 
	 	(b)	pledges of certificates
    of deposit or other cash collateral securing any Borrower’s reimbursement obligations in connection with letters of
    credit now or hereafter issued for the account of such Borrower in connection with the establishment of the financial responsibility
    of such Borrower under 33 C.F.R. Part 130 or 46 C.F.R. Part 540, as the case may be, as the same may be amended or replaced;
	 	 	 
	 	(c)	Security Interests
    to secure obligations under workmen’s compensation laws or similar legislation, deposits to secure public or statutory
    obligations, warehousemen’s or other like liens, or deposits to obtain the release of such liens and deposits to secure
    surety, appeal or customs bonds on which any of the Borrowers is the principal, as to all of the foregoing, only to the extent
    arising and continuing in the ordinary course of business;
	 	 	 
	 	(d)	Security Interests
    for loss, damage or expense which are fully covered by insurance, subject to applicable deductibles reasonably satisfactory
    to the Agent;
	 	 	 
	 	(e)	Security Interests
    for unpaid but not past due master’s and crew’s wages in accordance with usual maritime practice;
	 	 	 
	 	(f)	Security Interests
    for salvage;
	 	 	 
	 	(g)	Security Interests
    arising by operation of law for not more than two (2) months’ prepaid hire under any charter or other contract of employment
    in relation to a Ship not prohibited by this Agreement or any other Finance Document;
	 	 	 
	 	(h)	Security Interests
    for master’s disbursements incurred in the ordinary course of trading of a Ship and any other Security Interests arising
    by operation of law or otherwise in the ordinary course of such Ship’s business, provided such Security Interests do
    not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the relevant Borrower in good
    faith by appropriate steps) and subject, in the case of Security Interests for repair or maintenance, to Clause 14.13(g);
	 	 	 


 



    	20



    	 



    


	 	(i)	any Security Interest
      created in favor of a plaintiff or defendant in any proceedings or arbitration as security for costs and expenses where the
      relevant Borrower is actively prosecuting or defending such proceedings or arbitration in good faith and such Security Interest
      does not (and is not likely to) result in any sale, forfeiture or loss of the relevant Ship;
	 	 	 
	 	(j)	Security Interests
      arising by operation of law in respect of taxes which are not overdue for payment or in respect of taxes being contested in
      good faith by appropriate steps and in respect of which appropriate reserves have been made; and
	 	 	 
	 	(k)	Security Interests
      incidental to the conduct of the business of each Security Party or the ownership of such Security Party’s property
      and assets, which Security Interests do not in the aggregate materially detract from the value of each such Security Party’s
      property or assets or materially impair the use thereof in the operation of its business;


“Pertinent
Document” means:


 


	 	(a)	any Finance Document;
	 	 	 
	 	(b)	any policy or contract
    of insurance contemplated by or referred to in Clause 13 or any other provision of this Agreement or another Finance Document;
	 	 	 
	 	(c)	any other document
    contemplated by or referred to in any Finance Document; and
	 	 	 
	 	(d)	any document which
    has been or is at any time sent by or to a Servicing Bank in contemplation of or in connection with any Finance Document or
    any policy, contract or document falling within paragraphs (b) or (c);


 


“Pertinent
Jurisdiction”, in relation to a company, means:


 


	   	(a)	the jurisdiction
    under the laws of which the company is incorporated or formed;
	 	 	 
	 	(b)	a jurisdiction
    in which the company has the center of its main interests or in which the company’s central management and control is
    or has recently been exercised;
	 	 	 
	 	(c)	a jurisdiction
    in which the overall net income of the company is subject to corporation tax, income tax or any similar tax;
	 	 	 
	 	(d)	a jurisdiction
    in which assets of the company (other than securities issued by, or loans to, related companies) having a substantial value
    are situated, in which the company maintains a branch or permanent place of business, or in which a Security Interest created
    by the company must or should be registered in order to ensure its validity or priority; or
	 	 	 


 



    	21



    	 



    


	 	(e)	a jurisdiction
      the courts of which have jurisdiction to make a winding up, administration or similar order in relation to the company whether
      as a main or territorial or ancillary proceedings or which would have such jurisdiction if their assistance were requested
      by the courts of a country referred to in paragraphs (a) or (b) above;


“Pertinent
Matter” means:


 


	 	(a)	any transaction
  or matter contemplated by, arising out of, or in connection with a Pertinent Document; or
	 	 	 
	 	(b)	any statement relating
    to a Pertinent Document or to a transaction or matter falling within paragraph (a),


 


and
covers any such transaction, matter or statement, whether entered into, arising or made at any time before the signing of this
Agreement or on or at any time after that signing;


“Plan”
means any employee benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412
of the Code or Section 302 of ERISA, and in respect to which a Security Party or any subsidiary of it or ERISA Affiliate is (or,
if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section
3(5) of ERISA;


“Potential
Event of Default” means an event or circumstance which, with the giving of any notice and/or the lapse of time would
constitute an Event of Default;


“Pre-delivery
Security Assignment” means the Amber Pre-delivery Security Assignment, the Garnet Pre-delivery Security Assignment,
the Ruby Pre-delivery Security Assignment and the Topaz Pre-delivery Security Assignment or any of them;


“Principal
Obligations” mean, in relation to a Borrower all monetary obligations (other than its Parallel Debt) which now or at
any time hereafter may be or become due, owing or incurred by such Borrower to any Creditor Party, whether due or not, whether
contingent or not and whether alone or jointly with others, as principal, surety or otherwise, under or in connection with or
pursuant to the Finance Documents or any of the Master Agreements, as such obligations may be extended, restated, prolonged, amended,
renewed or novated from time to time;


“Quarterly
Payment Date” means March 31, June 30, September 30 and December 31 of each year during the term of the Loan;


“Quotation
Date” means, in relation to any period for which an interest rate is to be determined under any provision of a Finance
Document, the day which is two (2) Business Days before the first day of that period, unless market practice differs in the London
interbank market for a currency, in which case the Quotation Date will be determined by the Agent in accordance with market practice
in the London interbank market (and if quotations would normally be given by leading banks in the London interbank market on more
than one day, the Quotation Date will be the last of those days);






    	22



    	 



    
“Rating
Agencies” means:


 


	 	(a)	S&P and Moody’s;
  or
	 	 	 
	 	(b)	if S&P or Moody’s
    or both of them are not making ratings of securities publicly available, a nationally recognized United States rating agency
    or agencies, as the case may be, selected by the Agent with the consent of the Majority Lenders, which will be substituted
    for S&P or Moody’s or both, as the case may be;


 


“Rating
Category” means:


 


	 	(a)	with respect to
    S&P, any of the following categories (any of which may include a “+” or “-”): AAA, AA, A, BBB,
  BB, B, CCC, CC, C and D (or equivalent successor categories);
	 	 	 
	 	(b)	with respect to
    Moody’s, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories);
  and
	 	 	 
	 	(c)	the equivalent
  of any such categories of S&P or Moody’s used by another Rating Agency, if applicable;


 


“Reference
Bank” means the Agent;


“Refund
Guarantee” means the Amber Refund Guarantee, the Garnet Refund Guarantee, the Ruby Refund Guarantee and the Topaz Refund
Guarantee or any of them;


“Refund
Guarantor” means the Korea Exchange Bank, Gye-Dong Branch of Seoul, South Korea or such other entity as the Agent (with
the consent of the Majority Lenders) may reasonably approve in writing and includes its successors in title;


“Registry”
means in respect of a Ship, such registrar, commissioner or representative of the relevant Approved Flag who is duly authorized
to register such Ship, the relevant Borrower’s title to such Ship and the relevant Mortgage over such Ship under the laws
of such Approved Flag;


“Reportable
Event” means an event described in Section 4043(c) of ERISA with respect to a Plan that is subject to Title IV of ERISA
other than those events as to which the 30-day notice period is waived under subsection 22, 23, 25, 27 or 28 of PBGC Regulation
Section 4043;


“Repayment
Date” means a date on which a repayment is required to be made under Clause 8;


“Requisition
Compensation” includes all compensation or other moneys payable by reason of any act or event such as is referred to
in paragraph (b) of the definition of “Total Loss”;


“Retention
Account” means an account in the name of the Borrowers with the Account Bank in Paris, France designated Borrowers -
Retention Account, or any other account which is designated by the Agent as the Retention Account for the purpose of this Agreement;






    	23



    	 



    
“Retention
Amount” means, in relation to any Retention Date, such sum as shall be the aggregate of:


 


	 	(a)	one-third (1/3rd)
    of the repayment installment for a Tranche falling due for payment pursuant to Clause 8 (as the same may have been reduced
  by any prepayment) on the next Repayment Date for such Tranche after the relevant Retention Date; and
	 	 	 
	 	(b)	the applicable
    fraction (as hereinafter defined) of the aggregate amount of interest falling due to be paid in respect of such Tranche during
    and at the end of each current Interest Period at the relevant Retention Date and, for this purpose, the expression “applicable
    fraction” in relation to each Interest Period shall mean a fraction having a numerator of one and a denominator equal
  to the number of Retention Dates falling within the relevant Interest Period for such Tranche;


 


“Retention
Dates” means the last day of each calendar month after the Drawdown Date of the Delivery Advance for a Tranche and prior
to the Maturity Date for such Tranche;


“Ruby
Commercial Management Agreement” means an Approved Commercial Management Agreement for the Ruby Ship;


“Ruby
Contract” means the shipbuilding contract dated June 2, 2011 made between Ruby and the Builder, as may be amended and
supplemented from time to time, relating to the construction and sale by the Builder, and the purchase by Ruby of the Ruby Ship;


“Ruby
Contract Assignment Consent and Acknowledgement” means the acknowledgement of notice of, and consent to, the assignment
in respect of the Ruby Contract given or to be given in the form annexed to the Ruby Pre-delivery Security Assignment;


“Ruby
Contract Installment Advance” means, in relation to the Ruby Ship, an Advance of a portion of the Total Commitment,
in the maximum amount in Dollars specified in the “Advance Amount” column of Schedule 3 of this Agreement opposite
the name of the relevant Advance and to be made to finance in part payment of the fourth installment of the Ruby Contract Price
due before the Delivery Date for the Ruby Ship;


“Ruby
Contract Price” means the purchase price for the Ruby Ship under the Ruby Contract, being $37,405,500 or such lesser
sum in Dollars as may be payable as the purchase price for the Ruby Ship by Ruby to the Builder pursuant to the Ruby Contract;


“Ruby
Delivery Advance” means in relation to the Ruby Ship, an Advance of a portion of the Total Commitment in the maximum
amount in Dollars specified in the “Advance Amount” column of Schedule 3 of this Agreement opposite the name of the
relevant Advance and to be made to finance in full the payment of the delivery installment of the Ruby Contract Price due on the
Delivery Date for the Ruby Ship;


“Ruby
Earnings Account” means, in relation to the Ruby Ship, an account in the name of Ruby with the Account Bank designated
the Ruby - Earnings Account, or any other account which is designated by the Agent as the Ruby Earnings Account in relation to
the Ruby Ship for the purpose of this Agreement;






    	24



    	 



    
“Ruby
Earnings Assignment” means in relation to the Ruby Ship, an assignment of the Earnings and any Requisition Compensation
of the Ruby Ship, in the form set out in Appendix D;


“Ruby
Insurance Assignment” means in relation to the Ruby Ship, an assignment of the Insurances applicable to the Ruby Ship,
in the form set out in Appendix K;


“Ruby
Mortgage” means the first preferred mortgage to be executed by Ruby in favor of the Security Trustee in the form set
out in Appendix E;


“Ruby
Pre-delivery Security Assignment” means an assignment of the Ruby Contract and the Ruby Refund Guarantee in the form
set out in Appendix F;


“Ruby
Refund Guarantee” means each letter of guarantee issued or to be issued by the Refund Guarantor as amended and supplemented
from time to time in favor of Ruby in respect of the Builder’s obligations under the Ruby Contract, each in the form required
by the Ruby Contract, and any further guarantee(s) to be issued by the Refund Guarantor in respect of any agreement supplemental
to the Ruby Contract, and any extension, renewal or replacement thereto or thereof.


“Ruby
Refund Guarantee Assignment Consent and Acknowledgement” means in relation to each Ruby Refund Guarantee, an acknowledgement
of notice of, and consent to, the assignment in respect of that Ruby Refund Guarantee given or to be given by the Refund Guarantor
in the form annexed to the Ruby Pre-delivery Security Assignment;


“Ruby
Ship” means the 52,000 dwt product tanker known on the date of this Agreement as Hull No. 2334 at the Builder’s
yard, to be constructed and sold by the Builder to Ruby pursuant to the Ruby Contract and to be registered on its Delivery Date
in the ownership of Ruby through the relevant Registry under the law of an Approved Flag with the name STI RUBY;


“Ruby
Technical Management Agreement” means an Approved Technical Management Agreement for the Ruby Ship;


“Ruby
Tranche” means a Tranche of the Total Commitment and the Loan of up to $23,000,000, comprising the Ruby Contract Installment
Advance and the Ruby Delivery Advance, or the aggregate principal amount of such Tranche outstanding at any relevant time;


“S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies Inc., and its successors;


“SCM”
means Scorpio Commercial Management S.A.M., a Monaco company, as commercial manager of the Ships;


“Secured
Liabilities” means all liabilities which the Security Parties or any of them have, at the date of this Agreement or
at any later time or times, under or in connection with any Finance Document or the Master Agreements or any judgment relating
to any Finance Documents or the Master Agreements and for this purpose, there shall be disregarded any total or partial discharge
of these liabilities, or variation of their terms, which is effected by, or in connection with, any bankruptcy, liquidation, arrangement
or other procedure under the insolvency laws of any country;






    	25



    	 



    
“Securities
Act” means the United States Securities Act of 1933, as amended, and any successor act thereto, and (unless the context
otherwise requires) includes the rules and regulations of the Commission promulgated thereunder;


“Security
Interest” means:


 



	 	(a)	a mortgage, encumbrance,
    charge (whether fixed or floating) or pledge, any maritime or other lien or privilege or any other security interest of any
  kind;
	 	 	 
	 	(b)	the security rights
    of a plaintiff under an action in rem; and
	 	 	 
	 	(c)	any arrangement
    entered into by a person (A) the effect of which is to place another person (B) in a position which is similar, in economic
    terms, to the position in which B would have been had he held a security interest over an asset of A; but this paragraph (c)
    does not apply to a right of set off or combination of accounts conferred by the standard terms of business of a bank or financial
    institution;


 


“Security
Maintenance Cover Ratio” has the meaning given in Clause 15.2;


“Security
Party” means each of the Borrowers, the Guarantor and any other person (except a Creditor Party) who, as a surety, guarantor,
mortgagor, assignor or pledgor, as a party to any subordination or priorities arrangement, or in any similar capacity, executes
a Finance Document;


“Security
Period” means the period commencing on the Effective Date and ending on the date on which:


 


	 	(a)	all amounts which
    have become due for payment by the Borrowers or any other Security Party under the Finance Documents and the Master Agreements
  have been paid;
	 	 	 
	 	(b)	no amount is owing
    or has accrued (without yet having become due for payment) under any Finance Document or any Master Agreement; and
	 	 	 
	 	(c)	neither the Borrowers
    nor any other Security Party has any liability under Clause 21, 22 or 23 or any other provision of this Agreement or another
    Finance Document or a Master Agreement;


 


“Servicing
Bank” means the Agent or the Security Trustee;


“Shares
Pledge” means a pledge by the Guarantor of the Equity Interests of each of the Borrowers, in the form set out in Appendix
I;






    	26



    	 



    
“Ship”
means, as the context may require the Amber Ship, the Garnet Ship, the Ruby Ship or the Topaz Ship and “Ships”
means any or all of them;


“SSM”
means Scorpio Ship Management S.A.M., a Monaco company, as technical manager of the Ships;


“Swap
Assignments” means an assignment by each of the Borrowers in favor of the Security Trustee of each of the Master Agreements
to which it is a party in the form set out in Appendix J;


“Swap
Counterparty” means, at any relevant time and in relation to a continuing Designated Transaction, the Swap Bank which
is a party to that Designated Transaction;


“Swap
Exposure” means, as at any relevant date and in relation to a Swap Counterparty, the amount certified by the Swap Counterparty
to the Agent to be the aggregate net amount in Dollars which would be payable by each of the Borrowers to the Swap Counterparty
under (and calculated in accordance with section 6(e) (Payments on Early Termination)) any of the Master Agreements entered into
between the Swap Counterparty and each of the Borrowers if an Early Termination Date had occurred on the relevant date in relation
to all continuing Designated Transactions entered into between each of the Borrowers and the Swap Counterparty;


“Topaz
Commercial Management Agreement” means an Approved Commercial Management Agreement for the Topaz Ship;


“Topaz
Contract” means the shipbuilding contract dated June 2, 2011 made between Topaz and the Builder, as may be amended and
supplemented from time to time, relating to the construction and sale by the Builder, and the purchase by Topaz of the Topaz Ship;


“Topaz
Contract Assignment Consent and Acknowledgement” means the acknowledgement of notice of, and consent to, the assignment
in respect of the Topaz Contract given or to be given in the form annexed to the Topaz Pre-delivery Security Assignment;


“Topaz
Contract Installment Advance” means, in relation to the Topaz Ship, an Advance of a portion of the Total Commitment,
in the maximum amount in Dollars specified in the “Advance Amount” column of Schedule 3 of this Agreement opposite
the name of the relevant Advance and to be made to finance in part payment of the fourth installment of the Topaz Contract Price
due before the Delivery Date for the Topaz Ship;


“Topaz
Contract Price” means the purchase price for the Topaz Ship under the Topaz Contract, being $37,405,500 or such lesser
sum in Dollars as may be payable as the purchase price for the Topaz Ship by Topaz to the Builder pursuant to the Topaz Contract;


“Topaz
Delivery Advance” means in relation to the Topaz Ship, an Advance of a portion of the Total Commitment in the maximum
amount in Dollars specified in the “Advance Amount” column of Schedule 3 of this Agreement opposite the name of the
relevant Advance and to be made to finance in full the payment of the delivery installment of the Topaz Contract Price due on
the Delivery Date for the Topaz Ship;






    	27



    	 



    
“Topaz
Earnings Account” means, in relation to the Topaz Ship, an account in the name of Topaz with the Account Bank designated
the Topaz - Earnings Account, or any other account which is designated by the Agent as the Topaz Earnings Account in relation
to the Topaz Ship for the purpose of this Agreement;


“Topaz
Earnings Assignment” means in relation to the Topaz Ship, an assignment of the Earnings and any Requisition Compensation
of the Topaz Ship, in the form set out in Appendix D;


“Topaz
Insurance Assignment” means in relation to the Topaz Ship, an assignment of the Insurances applicable to the Topaz Ship,
in the form set out in Appendix K:


“Topaz
Mortgage” means the first preferred mortgage to be executed by Topaz in favor of the Security Trustee in the form set
out in Appendix E;


“Topaz
Pre-delivery Security Assignment” means an assignment of the Topaz Contract and the Topaz Refund Guarantee in the form
set out in Appendix F;


“Topaz
Refund Guarantee” means each letter of guarantee issued or to be issued by the Refund Guarantor as amended and supplemented
from time to time in favor of the Topaz in respect of the Builder’s obligations under the Topaz Contract, each in the form
required by the Topaz Contract, and any further guarantee(s) to be issued by the Refund Guarantor in respect of any agreement
supplemental to the Topaz Contract, and any extension, renewal or replacement thereto or thereof.


“Topaz
Refund Guarantee Assignment Consent and Acknowledgement” means in relation to each Topaz Refund Guarantee, an acknowledgement
of notice of, and consent to, the assignment in respect of that Topaz Refund Guarantee given or to be given by the Refund Guarantor
in the form annexed to the Topaz Pre-delivery Security Assignment;


“Topaz
Ship” means the 52,000 dwt product tanker known on the date of this Agreement as Hull No. 2333 at the Builder’s
yard, to be constructed and sold by the Builder to Topaz pursuant to the Topaz Contract and to be registered on its Delivery Date
in the ownership of the Topaz through the relevant Registry under the law of an Approved Flag with the name STI TOPAZ;


“Topaz
Technical Management Agreement” means an Approved Technical Management Agreement for the Topaz Ship;


“Topaz
Tranche” means a Tranche of the Total Commitment and the Loan of up to $23,000,000, comprising the “Topaz Contract
Installment Advance and the Topaz Delivery Advance, or the aggregate principal amount of such Tranche outstanding at any relevant
time;


“Total
Loss” means in relation to a Ship:


 


	   	(a)	actual, constructive,
    compromised, agreed or arranged total loss of such Ship;
	 	 	 
	 	(b)	any expropriation,
    confiscation, requisition or acquisition of such Ship, whether for full consideration, a consideration less than its proper
    value, a nominal consideration or without any consideration, which is effected by any government or official authority or
    by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire
    for a fixed period not exceeding one (1) year without any right to an extension), unless it is within one (1) month redelivered
    to the full control of the Borrower that is the owner thereof; or
	 	 	 


 



    	28



    	 



    


	 	(c)	any arrest, capture,
      seizure or detention of such Ship (including any hijacking or theft) unless it is within one (1) month redelivered to the
      full control of the Borrower that is the owner thereof;


 


“Total
Loss Date” means in relation to a Ship:


 


	 	(a)	in the case of
    an actual loss of such Ship, the date on which it occurred or, if that is unknown, the date when such Ship was last heard
  of;
	 	 	 
	 	(b)	in the case of
    a constructive, compromised, agreed or arranged total loss of such Ship, the earliest of:


 


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


 


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


 


“Tranche”
means the Amber Tranche, the Garnet Tranche, the Ruby Tranche and the Topaz Tranche or any of them;


“Transfer
Certificate” has the meaning given in Clause 27.2;


“Transferee
Lender” has the meaning given in Clause 27.2;


“Transferor
Lender” has the meaning given in Clause 27.2;


“UCC”
means the Uniform Commercial Code of the State of New York; and


“Voting
Stock” of any person as of any date means the Equity Interests of such person that are at the time entitled to vote
in the election of the board of directors or similar governing body of such person.


 


	1.2	Construction
  of certain terms. In this Agreement:


 






    	29



    	 



    
“approved”
means, for the purposes of Clause 13, approved in writing by the Agent;


“asset”
includes every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or
other payment;


“company”
includes any corporation, limited liability company, partnership, joint venture, unincorporated association, joint stock company
and trust;


“consent”
includes an authorization, consent, approval, resolution, license, exemption, filing, registration, notarization and legalization;


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


“document”
includes a deed; also a letter, email or fax;


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


“expense”
means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable value added or
other tax;


“law”
includes any order or decree, any form of delegated legislation, any treaty or international convention and any statute, regulation
or resolution of the United States of America, any state thereof, the Council of the European Union, the European Commission,
the United Nations or its Security Council or any other Pertinent Jurisdiction;


“legal
or administrative action” means any legal proceeding or arbitration and any administrative or regulatory action or investigation;


“liability”
includes every kind of debt or liability (present or future, certain or contingent), whether incurred as principal or surety or
otherwise;


“months”
shall be construed in accordance with Clause 1.3;


“obligatory
insurances” means, in relation to a Ship, all insurances effected, or which the Borrower owning such Ship is obliged
to effect, under Clause 13 or any other provision of this Agreement or another Finance Document;


“parent
company” has the meaning given in Clause 1.4;


“person”
includes natural persons; any company; any state, political sub-division of a state and local or municipal authority; and any
international organization;


“policy”,
in relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance
or its terms;






    	30



    	 



    
“protection
and indemnity risks” means the usual risks covered by a protection and indemnity association, 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 Time Clauses (Hulls)(1/11/02
or 1/11/03) or clause 8 of the Institute Time Clauses (Hulls) (1/10/83) or the Institute Amended Running Down Clause (1/10/71)
or any equivalent provision;


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


“subsidiary”
has the meaning given in Clause 1.4;


“successor”
includes any person who is entitled (by assignment, novation, merger or otherwise) to any other person’s rights under this
Agreement, any other Finance Document or any Master Agreement (or any interest in those rights) or who, as administrator, liquidator
or otherwise, is entitled to exercise those rights; and in particular references to a successor include a person to whom those
rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganization
of it or any other person;


“tax”
includes any present or future tax, duty, impost, levy or charge of any kind which is imposed by any state, any political sub-division
of a state or any local or municipal authority or any other governmental authority authorized to levy such tax (including any
such imposed in connection with exchange controls), and any related penalties, interest or fines; and


“war
risks” includes the risk of mines and all risks excluded by clause 29 of the Institute Hull Clauses (1/11/02 or 1/11/03)
or clause 24 of the Institute Time clauses (Hulls) (1/11/1995) or clause 23 of the Institute Time Clauses (Hulls) (1/10/83).


 


	1.3	Meaning
    of “month”. A period of one or more “months” ends on the day in
    the relevant calendar month numerically corresponding to the day of the calendar month on which the period started (“the
  numerically corresponding day”), but:


 


	 	(a)	on
    the Business Day following the numerically corresponding day if the numerically corresponding day is not a Business Day or,
    if there is no later Business Day in the same calendar month, on the Business Day preceding the numerically corresponding
    day; or
	 	 	 
	 	(b)	on the last Business
    Day in the relevant calendar month, if the period started on the last Business Day in a calendar month or if the last calendar
    month of the period has no numerically corresponding day,
	 	 	 
	 	 	and “month” and “monthly”
    shall be construed accordingly.


 


	1.4	Meaning
  of “subsidiary”. A company (S) is a subsidiary of another company (P) if:


 



    	31



    	 



    



	 	(a)	a majority of the
    issued Equity Interests in S (or a majority of the issued Equity Interests in S which carry unlimited rights to capital and
  income distributions) are directly owned by P or are indirectly attributable to P; or
	 	 	 
	 	(b)	P has direct or
  indirect control over a majority of the voting rights attaching to the issued Equity Interests of S; or
	 	 	 
	 	(c)	P has the direct
  or indirect power to appoint or remove a majority of the directors (or equivalent) of S; or
	 	 	 
	 	(d)	P otherwise has
  the direct or indirect power to ensure that the affairs of S are conducted in accordance with the wishes of P;
	 	 	 
	 	 and any company of which S is a subsidiary
    is a parent company of S.


 


	1.5	General
  interpretation. In this Agreement:


 


	 	(a)	references to,
    or to a provision of, a Finance Document or any other document are references to it as amended or supplemented, whether before
  the date of this Agreement or otherwise;
	 	 	 
	 	(b)	references in Clause
    1.1 to a document being in the form of a particular Appendix include references to that form with any modifications to that
    form which the Agent approves or reasonably requires and which are acceptable to the Borrowers;
	 	 	 
	 	(c)	references to,
    or to a provision of, any law include any amendment, extension, re-enactment or replacement, whether made before the date
    of this Agreement or otherwise;
	 	 	 
	 	(d)	words denoting
    the singular number shall include the plural and vice versa; and
	 	 	 
	 	(e)	Clauses 1.1 to
    1.5 apply unless the contrary intention appears.


 

	1.6	Headings. In interpreting a Finance Document or any provision of a Finance Document, all clause, sub-clause
      and other headings in that and any other Finance Document shall be entirely disregarded.
	 	 
	1.7	Accounting
      terms. Unless otherwise specified herein, all accounting terms used in this Agreement and
        in the other Finance Documents shall be interpreted, and all financial statements and certificates and reports as to financial
        matters required to be delivered to any Creditor Party under this Agreement shall be prepared, in accordance with IFRS as
        in effect on the Effective Date.
	 	 
	1.8	Inferences
      regarding materiality. To the extent that any representation, warranty, covenant or other
        undertaking of a Security Party in this Agreement or any other Finance Document is qualified by reference to those matters
        which are not reasonably expected to result in a Material Adverse Effect or language of similar import, no inference shall
        be drawn therefrom that any Creditor Party has knowledge or approves of any noncompliance by such Security Party with any
        law or regulation.
	 	 


 



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	2.	FACILITY
	 	 
	2.1	Amount
    of facility. Subject to the other provisions of this Agreement, the Lenders severally agree
    to make available to the Borrowers a loan facility in the principal amount of up to $92,000,000 in up to four (4) Tranches,
    one in respect of each Ship, and each Tranche being comprised of up to two (2) Advances. The maximum amount of the Advances
    comprising a Tranche shall not exceed $23,000,000 or such lesser amount as provided in this Agreement. The aggregate amount
  of the Tranches shall not exceed $92,000,000 or such lesser amount as provided in this Agreement.
	 	 
	2.2	Lenders’
    participations in Advance. Subject to the other provisions of this Agreement, each Lender
  shall participate in an Advance in the proportion which its Commitment bears to the Total Commitments.
	 	 
	2.3	Purpose
    of Advance. The Borrowers undertake with each Creditor Party to use each Advance only to
    finance the relevant Contract Installment Advance or Delivery Installment Advance due under the relevant Contract. No Creditor
    Party shall have any responsibility for the application of any Advance by the Borrowers.
	 	 
	2.4	Reduction
    and cancellation of Total Commitments. (a) Upon not less than three (3) Business Days written
    notice to the Agent, the Borrowers may reduce any unused Commitment. (b) Any portion of the Total Commitments not disbursed
    to the Borrowers shall be cancelled and terminated automatically on the expiration of the Availability Period.
	 	 
	3.	POSITION
    OF THE LENDERS
	 	 
	3.1	Interests
    several. The rights of the Lenders and the Swap Banks under this Agreement and under the
    Master Agreement are several.
	 	 
	3.2	Individual
    right of action. Each Lender and each Swap Bank shall be entitled to sue for any amount
    which has become due and payable by a Security Party to it under this Agreement without joining the Agent, the Security Trustee
    or any other Lender or any other Swap Bank as additional parties in the proceedings.
	 	 
	3.3	Proceedings
    requiring Majority Lender consent. Except as provided in Clause 3.2, no Lender and no Swap
    Bank may commence proceedings against any Security Party in connection with a Finance Document without the prior consent of
    the Majority Lenders.
	 	 
	3.4	Obligations
    several. The obligations of the Lenders under this Agreement and of the Swap Banks under
    any Master Agreements to which each is a party are several; and a failure of a Lender to perform its obligations under this
    Agreement or a failure of a Swap Bank to perform its obligations under the Master Agreements to which it is a party shall
    not result in:


 



    	33



    	 



    



	 	(a)	the obligations
  of the other Lenders or Swap Banks being increased; nor
	 	 	 
	 	(b)	the Borrowers,
    any other Security Party, any other Lender or any other Swap Bank being discharged (in whole or in part) from its obligations
    under any Finance Document or under any Master Agreement,


 


	 	and in no circumstances shall a Lender or a Swap Bank have any
  responsibility for a failure of another Lender or Swap Bank to perform its obligations under this Agreement or a Master Agreement.
	 	 
	3.5	Replacement
  of a Lender.


 


	 	(a)	If at any time:


 


	 	(i)	any Lender becomes
  a Non-Consenting Lender (as defined in paragraph (c) below); or
	 	 	 
	 	(ii)	the Borrowers or
    any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause
    24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders
  generally,


 


	 	 	then the Borrowers may, on 30 Business Days’ prior written
    notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant
    to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial
    institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable
    to the Agent, which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the
    obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the
    same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding
    principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages
  costs and other amounts payable in relation thereto under the Finance Documents.
	 	 	 
	 	(b)	The replacement
  of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions:


 

	 	(i)	the Borrowers shall
      have no right to replace the Agent or the Security Trustee;
	 	 	 
	 	(ii)	neither the Agent
      nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender;
	 	 	 






    	34



    	 



    
 


	 	(iii)	in the event of
    a replacement of a Non-Consenting Lender such replacement must take place no later than 30 Business Days after the date the
    Borrowers notifies the Non-Consenting Lender and the Agent of their intent to replace the Non-Consenting Lender pursuant to
  Clause 3.5(a); and
	 	 	 
	 	(iv)	in no event shall
    the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received
  by such Lender pursuant to the Finance Documents.


 


	 	(c)	For purposes of
  this Clause 3.5, in the event that:


 


	 	(i)	the Borrowers or
    the Agent have requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions
  of the Finance Documents;
	 	 	 
	 	(ii)	the consent, waiver
  or amendment in question requires the approval of all Lenders; and
	 	 	 
	 	(iii)	Lenders whose Commitments
  aggregate more than 50.00% percent of the Total Commitments have consented to or agreed to such waiver or amendment,


 


	 	then any Lender who does not and continues
  not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.
	 	 
	4.	DRAWDOWN
	 	 
	4.1	Request
    for Advance. Subject to the following conditions, the Borrowers may request an Advance to
    be made by delivering to the Agent a completed Drawdown Notice for such Advance not later than 11:00 a.m. (New York time)
    three (3) Business Days prior to the intended Drawdown Date for such Advance.
	 	 
	4.2	Availability. The conditions referred to in Clause 4.1 are that:


 


	 	(a)	the Drawdown Date
  must be a Business Day during the Availability Period;
	 	 	 
	 	(b)	the amount of the
    Advance shall not exceed the amount of such Advance set forth in Schedule 3 provided, however, that if the Contract Price
    for the relevant Ship is reduced then the amount of such Advance shall not exceed the relevant percentage for such Advance
    set forth in Schedule 3 and shall be used only to partially finance the acquisition of the Ship pursuant to the relevant Contract;
  and
	 	 	 
	 	(c)	the applicable
  conditions precedent stated in Clause 9 hereof shall have been satisfied or waived as provided therein.


 



    	35



    	 



    



	4.3	Notification
    to Lenders of receipt of a Drawdown Notice. The Agent shall promptly notify the Lenders
  that it has received a Drawdown Notice and shall inform each Lender of:


 


	 	(a)	the amount of the
  Advance and the Drawdown Date;
	 	 	 
	 	(b)	the amount of that
  Lender’s participation in the Advance; and
	 	 	 
	 	(c)	the duration of
  the first Interest Period.


 


	4.4	Drawdown
    Notice irrevocable. A Drawdown Notice must be signed by an officer or a duly authorized
    attorney-in-fact of each of the Borrowers and once served, a Drawdown Notice cannot be revoked without the prior consent of
  the Agent, acting on the authority of the Majority Lenders.
	 	 
	4.5	Lenders
    to make available Contributions. Subject to the provisions of this Agreement, each Lender
    shall, before 10:00 a.m. (New York City time) on and with value on the Drawdown Date, make available to the Agent for the
  account of the Borrowers the amount due from that Lender under Clause 2.2.
	 	 
	4.6	Disbursement
    of Advance. Subject to the provisions of this Agreement, the Agent shall on the Drawdown
    Date pay to the Borrowers the amounts which the Agent receives from the Lenders under Clause 4.5 and that payment to the Borrowers
  shall be made:


 


	 	(a)	to the account
  of the Builder which the Borrowers specify in the Drawdown Notice; and
	 	 	 
	 	(b)	in the like funds
  as the Agent received the payments from the Lenders.


 


	4.7	Disbursement
    of Advance to third party. The payment by the Agent under Clause 4.6 to the account of a
    third party designated by the Borrowers in a Drawdown Notice shall constitute the making of the Advance and the Borrowers
    shall at that time become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender’s
  Contribution.
	 	 
	4.8	Promissory
  note.


 


	 	(a)	The
      obligation of the Borrowers to pay the principal of, and interest on, the Loan shall be evidenced by the Note, which shall
    be dated the date of the Drawdown Date of the initial Advance.
	 	 	 
	 	(b)	Each
      Advance made by the Lenders to the Borrowers may be evidenced by a notation of the same made by the Agent on the grid attached
    to the Note, which notation, absent manifest error, shall be prima facie evidence of the amount of the relevant Advance.
	 	 	 
	 	(c)	Each
      Lender shall record on its internal records the amount of its participation in the relevant Advance and each payment in respect
      thereof, and the unpaid balance of such participation in such Advance shall, absent manifest error and to the extent not inconsistent
    with the notations made by the Agent on the grid attached to the Note, be as so recorded.


 



    	36



    	 



    


	 	(d)	The
      failure of the Agent or any Lender to make any such notation shall not affect the obligation of the Borrowers in respect of
      any Advance or the Loan nor affect the validity of any transfer by the Agent of the Note.
	 	 	 
	 	(e)	On
      receipt of satisfactory evidence that the Note has been lost, mutilated or destroyed and on surrender of the remnants thereof,
      if any, the Borrowers shall promptly replace the Note, without charge to the Creditor Parties, with a similar Note. If such
      replacement Note replaces a lost Note it shall bear an endorsement to that effect. Any lost Note subsequently found shall
      be surrendered to the Borrowers and cancelled.  The Agent shall indemnify the Borrowers from any losses, claims or damages
      resulting from the loss of such Note.
	 	 	 


 

	5.	INTEREST
	 	 
	5.1	Normal
      rate of interest. Subject to the provisions of this Agreement, the rate of interest on each
        Advance of the Loan in respect of an Interest Period shall be the aggregate of the Margin and LIBOR, for that Interest Period.
	 	 
	5.2	Payment
      of normal interest. Subject to the provisions of this Agreement, interest on the Loan in
        respect of each Interest Period shall be paid by the Borrowers on the last day of that Interest Period.
	 	 
	5.3	Payment
      of accrued interest. In the case of an Interest Period longer than three (3) months, accrued
        interest shall be paid every three (3) months during that Interest Period and on the last day of that Interest Period.
	 	 
	5.4	Notification
      of Interest Periods and rates of normal interest. The Agent shall notify the Borrowers and
        each Lender of:


 


	 	(a)	each
    rate of interest; and
	 	 	 
	 	(b)	the duration of
    each Interest Period (as determined under Clause 6.2), as soon as reasonably practicable after each is determined.


 


	5.5	Notice
    of prepayment. If the Borrowers do not agree with an interest rate notified by the Agent
    under Clause 5.4, the Borrowers may give the Agent not less than ten (10) Business Days’ notice of its intention to
  prepay (without premium or penalty) the Loan at the end of the interest period set by the Agent.
	 	 
	5.6	Prepayment;
    termination of Commitments. A notice under Clause 5.5 shall be irrevocable; the Agent shall
  promptly notify the Lenders of the Borrowers’ notice of intended prepayment and:


 



    	37



    	 



    



	 	(a)	on
    the date on which the Agent serves that notice, the Total Commitments shall be cancelled; and
	 	 	 
	 	(b)	the Borrowers shall
    prepay (without premium or penalty) the Loan, together with accrued interest thereon plus any sums payable pursuant to Clause
    22.1(b).


 


	5.7	Application
    of prepayment. The provisions of Clause 8 shall apply in relation to the prepayment.
	 	 
	5.8	Market
    disruption.


 


	 	(a)	If
    with respect to any Interest Period:


 


	 	(i)	the
    Agent determines that LIBOR is not available for such Interest Period;
	 	 	 
	 	(ii)	at least one (1)
    Business Day prior to the start of such Interest Period, Lenders owning or holding Contributions in the aggregate greater
    than or equal to 50% of the Loan (or if the Loan has not been made, Commitments in the aggregate greater than or equal to
    50% of the Total Commitments) notify the Agent that LIBOR fixed by the Agent would not accurately reflect the cost to those
    Lenders of funding their respective Contributions (or any part thereof) during the Interest Period in the relevant interbank
    market at or about 11:00 a.m. (London time) on the Quotation Date for such Interest Period; or
	 	 	 
	 	(iii)	at least one (1)
    Business Day prior to the start of such Interest Period, the Agent is notified by a Lender (the “Affected Lender”)
    that for any reason it is unable to obtain Dollars in the London interbank market in order to fund its Contribution (or any
    part thereof) during such Interest Period,


 

	 	 	then the Agent shall promptly notify the Borrowers
      and each of the Lenders stating the circumstances falling within this Clause 5.8(a) which have caused its notice to be given
      and shall provide the Borrowers with reasonably available details in connection with such circumstances;
	 	 	 
	 	(b)	After the Agent’s
      notice under clause 5.8(a) is served the Borrowers, the Agent, the Lenders or (as the case may be) the Affected Lender shall
      use reasonable commercial endeavours in good faith and fair dealing, to agree, within the thirty (30) days after the date
      on which the Agent serves its notice under clause 5.8(a) (the “Negotiation Period”), an alternative interest
      rate or (as the case may be) an alternative basis for the Lenders or (as the case may be) the Affected Lender to fund or continue
      to fund their or its Contribution during the Interest Period concerned.
	 	 	 


 



    	38



    	 



    



	   	(c)	Any alternative
    interest rate or an alternative basis which is agreed during the Negotiation Period shall take effect in accordance with the
    terms agreed.
	 	 	 
	 	(d)	If an alternative
    interest rate or alternative basis is not agreed within the Negotiation Period, and the relevant circumstances are continuing
    at the end of the Negotiation Period, then the Agent shall, with the agreement of each Lender or (as the case may be) the
    Affected Lender for each one month period, set an interest rate representing the actual cost of funding of the Lenders or
    (as the case may be) the Affected Lender in Dollars of their or its Contribution plus the Margin.  Such alternative pricing
    agreed upon pursuant to this Clause 5.8(d) shall be binding on all parties hereto.  The procedure provided for by this
    Clause 5.8 shall be repeated if the relevant circumstances are continuing at the end of each one month period.
	 	 	 
	 	(e)	If the Borrowers
    do not agree with the interest rate set by the Agent under this Clause 5.8, the Borrowers may give the Agent not less than
    seven (7) Business Days’ notice of their intention to prepay the Loan.
	 	 	 
	 	(f)	A notice by the
    Borrowers under Clause 5.8(e) shall be irrevocable; the Agent shall promptly notify the Lenders or (as the case may require)
    the Affected Lender of the Borrowers’ notice of intended prepayment; and


 


	 	(i)	on
    the date on which the Agent serves the notice, the Total Commitments or (as the case may require) the Commitment of the Affected
    Lender shall be cancelled; and
	 	 	 
	 	(ii)	the Borrowers shall
    prepay (without premium or penalty) the Loan or, as the case may be, the Affected Lender’s Contribution, together with
    accrued interest thereon plus any sums payable pursuant to Clause 22.1(b).


 


	6.	INTEREST
    PERIODS
	 	 
	6.1	Commencement
    of Interest Periods. The first Interest Period applicable to an Advance of a Tranche shall
    commence on the Drawdown Date of such Advance and each subsequent Interest Period for such Tranche shall commence on the expiry
    of the preceding Interest Period.
	 	 
	6.2	Duration
    of normal Interest Periods. Subject to Clauses 6.3 and 6.4, each Interest Period shall be:


 


	 	(a)	three
    (3) or six (6) months as notified by the Borrowers to the Agent not later than 10:00 A.M. (New York time) three (3) Business
    Days before commencement of the Interest Period;
	 	 	 
	 	(b)	the initial Interest
    Period for the Delivery Advance for a Ship shall end on the same day as the then current Interest Period for the Contract
    Installment Advance for such Ship and, on such day, both Advances for such Ship shall be consolidated into, and thereafter
    constitute, the Tranche for such Ship;
	 	 	 


 



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	 	(c)	three (3) months
      if the Borrowers fail to notify the Agent by the time specified in paragraph (a); or
	 	 	 
	 	(d)	such other period
      as the Agent may, with the authorization of the Majority Lenders, agree with the Borrowers.


 


	6.3	Duration
    of Interest Periods for repayment installments. In respect of an amount due to be repaid
    under Clause 8 on a particular Repayment Date, an Interest Period shall end on that Repayment Date.
	 	 
	6.4	Non-availability
    of matching deposits for Interest Period selected.  If, after the Borrowers have selected
    and the Lenders have agreed an Interest Period longer than three (3) months, any Lender notifies the Agent by 11:00 a.m. (New
    York time) on the third Business Day before the commencement of the Interest Period that it is not satisfied that deposits
    in Dollars for a period equal to the Interest Period will be available to it in the London interbank market when the Interest
    Period commences, the Interest Period shall be three (3) months.
	 	 
	7.	DEFAULT
    INTEREST
	 	 
	7.1	Payment
    of default interest on overdue amounts. A Security Party shall pay interest in accordance
    with the following provisions of this Clause 7 on any amount payable by such Security Party under any Finance Document which
    the Agent, the Security Trustee or any other designated payee does not receive on or before the relevant date, that is:


 


	 	(a)	the
    date on which the Finance Documents provide that such amount is due for payment; or
	 	 	 
	 	(b)	if a Finance Document
    provides that such amount is payable on demand, the date on which the demand is served; or
	 	 	 
	 	(c)	if such amount
    has become immediately due and payable under Clause 20.4, the date on which it became immediately due and payable.


 


	7.2	Default
    rate of interest. Interest shall accrue on an overdue amount from (and including) the relevant
    date until the date of actual payment (as well after as before judgment) at the rate per annum determined by the Agent to
  be 2.00 percent above:


 


	 	(a)	in
    the case of an overdue amount of principal, the higher of the rates set out at Clauses 7.3(a) and (b); or
	 	 	 
	 	(b)	in the case of
    any other overdue amount, the rate set out at Clause 7.3(b).


 


	7.3	Calculation
  of default rate of interest. The rates referred to in Clause 7.2 are:


 



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	 	(a)	the
    rate applicable to the overdue principal amount immediately prior to the relevant date (but only for any unexpired part of
    any then current Interest Period); and
	 	 	 
	 	(b)	the Margin plus,
    in respect of successive periods of any duration (including at call) up to three (3) months which the Agent may, with the
    consent of the Majority Lenders, select from time to time:


 


	 	(i)	LIBOR;
    or
	 	 	 
	 	(ii)	if the Agent determines
    that Dollar deposits for any such period are not being made available by leading banks in the London interbank market in the
    ordinary course of business, a rate from time to time determined by the Agent by reference to the actual cost of funds to
    the Lenders from such other sources as the Agent may from time to time reasonably determine.


 


	7.4	Notification
    of interest periods and default rates. The Agent shall promptly notify the Lenders and each
    relevant Security Party of each interest rate determined by the Agent under Clause 7.3 and of each period selected by the
    Agent for the purposes of paragraph (b) of that Clause; but this shall not be taken to imply that such Security Party is liable
    to pay such interest only with effect from the date of the Agent’s notification.
	 	 
	7.5	Payment
    of accrued default interest. Subject to the other provisions of this Agreement, any interest
    due under this Clause shall be paid on the last day of the period by reference to which it was determined; and the payment
    shall be made to the Agent for the account of the Creditor Party to which the overdue amount is due.
	 	 
	7.6	Application
    to Master Agreement. For the avoidance of doubt, this Clause 7 does not apply to any amount
    payable under a Master Agreement in respect of any continuing Designated Transactions as to which the terms with respect to
    default interest of the Master Agreement shall apply.
	 	 
	8.	REPAYMENT
    AND PREPAYMENT
	 	 
	8.1	Amount
    of repayment installments. Subject to the provisions of Clause 8.9, the Borrowers shall
    repay each Tranche of the Loan by 28 consecutive quarterly installments the first of which shall be in an amount equal to
    $375,000 multiplied by a fraction the numerator of which shall be the number of days between the Delivery Date for the Ship
    and the first Quarterly Payment Date falling after such Delivery Date to which such Tranche relates and the denominator of
    which shall be the number of days in the current calendar quarter in which the relevant Ship was delivered and the second
    through twenty eighth of which shall be in the amount of $375,000 each, together with a balloon payment in the amount of the
    outstanding principal balance of such Tranche (the “Balloon Installment”) payable concurrently with the last repayment
    installment, provided that if the aggregate amount of such Advances for such Tranche is for an amount less than $23,000,000,
    the installments and the Balloon Installment for such Tranche shall be reduced pro-rata in such amount as shall be advised
    by the Agent to the Borrowers in writing.
	 	 


 



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	8.2	Repayment
      Dates. The first repayment installment for a Tranche shall be paid on the first Quarterly
        Payment Date falling after the Drawdown Date for the Delivery Advance of such Tranche and the last installment on the Maturity
        Date for such Tranche.
	 	 
	8.3	Maturity
      Date. On the Maturity Date for the Delivery Advance of such Tranche, the Borrowers shall
        additionally pay to the Agent for the account of the Creditor Parties all other sums then accrued or owing under any Finance
        Document with respect to such Tranche and on the Maturity Date for the last Tranche to be repaid, the Borrowers shall additionally
        pay to the Agent for the account of the Creditor Parties all other sums then accrued or owing under any Finance Document.
	 	 
	8.4	Voluntary
      prepayment. Subject to the following conditions, the Borrowers may prepay the whole or any
        part of a Tranche of the Loan on the last day of an Interest Period without premium or penalty.
	 	 
	8.5	Conditions
      for voluntary prepayment. The conditions referred to in Clause 8.4 are that:


 


	 	(a)	a partial
    prepayment shall be $500,000 or a multiple of $500,000;
	 	 	 
	 	(b)	the Agent has received
    from the Borrowers at least five (5) Business Days’ prior written notice specifying the amount to be prepaid for such
    Tranche, the description of the repayment installments against which such voluntary prepayment is to be applied and the date
    on which the prepayment is to be made; and
	 	 	 
	 	(c)	the Borrowers have
    complied with clause 8.12 on or prior to the date of prepayment.


 


	8.6	Effect
    of notice of prepayment. A prepayment notice may not be withdrawn or amended without the
    consent of the Agent, given with the authorization of the Majority Lenders, and the amount specified in the prepayment notice
    shall become due and payable by the Borrowers on the date for prepayment specified in the prepayment notice.
	 	 
	8.7	Notification
    of notice of prepayment. The Agent shall notify the Lenders promptly upon receiving a prepayment
    notice, and shall provide any Lender which so requests with a copy of any document delivered by the Borrowers under Clause
    8.5(c).
	 	 
	8.8	Application
    of partial prepayment. Each partial prepayment shall be applied against the repayment installments
    for the relevant Tranche or Tranches in accordance with the Borrower’s instructions contained in the notice of prepayment
    issued in accordance with Clause 8.5(b).
	 	 


 



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	8.9	Mandatory
      prepayment. If a Ship is sold or refinanced by banks and/or financial institutions that
        are not parties to this Agreement, or if a Ship becomes a Total Loss, the Borrowers shall prepay the Tranche related to such
        Ship in full:


 


	 	(a)	in
    the case of a sale, on or before the date on which the sale is completed by delivery of the Ship to the buyer;
	 	 	 
	 	(b)	in the case of
    a refinancing, on or before the date on which the refinancing is completed; or
	 	 	 
	 	(c)	in the case of
    a Total Loss, on the earlier of the date falling 180 days after the Total Loss Date and the date of receipt by the Security
    Trustee of the proceeds of insurance relating to such Total Loss.


 


	8.10	Amounts
    payable on prepayment. A voluntary prepayment under Clause 8.4 and a mandatory prepayment
  under Clause 8.9 shall be made together with:


 


	 	(a)	accrued
    interest (and any other amount payable under Clause 22 or otherwise) in respect of the amount prepaid; and
	 	 	 
	 	(b)	if the prepayment
    is not made on the last day of an Interest Period, any sums payable under Clause 22.1(b), but without premium or penalty.


 


	8.11	No
    reborrowing. No amount prepaid may be reborrowed.
	 	 
	8.12	Unwinding
    of Designated Transactions. On or prior to any repayment or prepayment of the Loan or any
    Tranche thereof under Clause 8 or any other provision of this Agreement, the Borrowers shall wholly or partially reverse,
    offset, unwind or otherwise terminate one or more of the continuing Designated Transactions so that the notional principal
    amount of the continuing Designated Transactions thereafter remaining does not and will not in the future (taking into account
    the scheduled amortization) exceed the amount of the Loan or the relevant Tranche thereof as reducing from time to time thereafter
    pursuant to Clause 8.1.
	 	 
	8.13	Release
    of Borrower. Upon the full prepayment or repayment of all Advances relating to a Tranche
    or the voluntary cancellation of all Commitments (provided there is no outstanding portion of the Advances relating to such
    Tranche) relating to a Tranche pursuant to the terms of this Agreement, the Creditor Parties agree, at the expense of the
    relevant Borrower, to execute all such documents as such Borrower may reasonably require to discharge the Finance Documents
    relating to such Borrower and its Ship and such Borrower shall be released as a Borrower from under this Agreement.
	 	 
	9.	CONDITIONS
    PRECEDENT
	 	 
	9.1	Documents,
    fees and no default. Each Lender’s obligation to contribute to an Advance is subject
    to the following conditions precedent:


 



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	 	(a)	on
    or before the Effective Date, the Agent shall have received or is satisfied it will receive the documents described in Part
    A of Schedule 5 in form and substance satisfactory to the Agent;
	 	 	 
	 	(b)	that, on or before
    the service of the Drawdown Notice for a Contract Installment Advance for a Ship, the Agent shall have received:


 


	 	(i)	the
    documents described in Part B of Schedule 5 in form and substance satisfactory to the Agent; and
	 	 	 
	 	(ii)	such documentation
    and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with
    the results of all necessary “know your customer” or other checks which it is required to carry out in relation
    to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining,
    verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify
    each Security Party in accordance with the requirements of the PATRIOT Act;


 


	 	(c)	that,
    on or prior to the Drawdown Date of the Delivery Advance for a Ship but prior to the making of such Advance, the Agent shall
    have received or is satisfied that it will receive on the making of such Advance the documents described in Part C of Schedule
    5 in form and substance satisfactory to it;
	 	 	 
	 	(d)	that, on or before
    the service of the first Drawdown Notice, the Agent shall have received any accrued commitment fee payable pursuant to Clause
    21.1and has received payment of the expenses referred to in Clause 21.2; and
	 	 	 
	 	(e)	that both at the
    date of each Drawdown Notice and at each Drawdown Date:


 


	 	(i)	no
    Event of Default or Potential Event of Default has occurred or would result from the borrowing of such Advance;
	 	 	 
	 	(ii)	the representations
    and warranties in Clause 10 and those of the Borrowers or any other Security Party which are set out in the other Finance
    Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates
    with reference to the circumstances then existing, provided that the requirements of this Clause 9.1(e)(ii) shall apply in
    respect of the representations and warranties in Clause 10.24 only as of the Delivery Date of the relevant Ship;
	 	 	 
	 	(iii)	none of the circumstances
    contemplated by Clause 5.8 has occurred and is continuing, unless the Agent is satisfied that an alternate rate of interest
    can be set pursuant to Clause 5.8; and
	 	 	 


 



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	 	(iv)	there has been
      no material change in the consolidated financial condition, operations or business prospects of the Guarantor since the date
      on which the Guarantor provided information concerning those topics to the Agent and/or any Lender;


 


	 	(f)	that,
    on the Delivery Date of the first Ship to be delivered and thereafter if the Security Maintenance Cover Ratio were applied
    immediately following the making of such Advance, the Borrowers would not be required to provide additional Collateral or
    prepay part of the Loan under Clause 15; and
	 	 	 
	 	(g)	that the Agent
    has received, and found to be reasonably acceptable to it, any further opinions, consents, agreements and documents in connection
    with the Finance Documents which the Agent may, with the authorization of the Majority Lenders, reasonably request by notice
    to the Borrowers prior to the Drawdown Date.


 


	9.2	Waiver
  of conditions precedent. Notwithstanding anything in Clause 9.1 to the contrary:


 


	 	(a)	if
    the Agent, with the consent of the Majority Lenders, permits an Advance to be borrowed before certain of the conditions referred
    to in Clause 9.1 are satisfied, the Borrowers shall ensure that such conditions are satisfied within ten (10) Business Days
    after such Drawdown Date (or such longer period as the Agent may specify).
	 	 	 
	 	(b)	each Delivery Advance
    may be borrowed before the applicable conditions set forth in clause 9.1 are satisfied and:


 


	 	(i)	each
    Lender agrees to fund its Contribution on the Drawdown Date requested by the Borrowers, which day shall not be more than three
    (3) Business Days prior to the date of the scheduled acquisition and delivery of such Ship (such date, the “Delivery
    Date”); and
	 	 	 
	 	(ii)	the Agent shall
    on the date on which such Delivery Advance is funded (or as soon thereafter as practicable) (A) preposition an amount equal
    to the aggregate principal amount of such Delivery Advance at the bank or financial institution designated by the Builder
    in the relevant Contract (“Builder’s Bank”), which funds shall be held at Builder’s Bank in
    the name and under the sole control of the Agent or one of its Affiliates and (B) issue a SWIFT MT 199 or other similar communication
    (each such communication, a “Disbursement Authorization”) authorizing the release of such funds by the
    Builder’s Bank on the relevant Delivery Date upon receipt of a Protocol of Delivery and Acceptance in respect of such
    Ship duly executed by the Builder and the relevant Borrower and countersigned by a representative of the Agent;
	 	 	 


 



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	 	Provided, that if delivery of such Ship does
not occur within fifteen
      (15) Business Days after the scheduled Delivery Date, the funds held at the Builder’s Bank shall be released to the
      Agent for further disbursement to the Lenders.


For
the avoidance of doubt, the parties hereto acknowledge and agree that:


 


	 	(1)	the date on which the Lenders
    fund such Delivery Advance constitutes the Drawdown Date in respect of such Delivery Advance and all interest and fees thereon
    shall accrue from such date;
	 	 	 
	 	(2)	the Agent and the Lenders suspend fulfillment
    of the conditions precedent set forth in Schedule 5, Part C, Paragraphs 7, 10, 12, 13, 14 and 15 solely for the period on
    and between such Drawdown Date and the relevant Delivery Date and the Borrowers acknowledge and agree that such conditions
    precedent must be fulfilled to the satisfaction of the Agent or the Agent must be satisfied that such conditions will be fulfilled
    immediately thereafter before the Agent will instruct its representative to countersign the Protocol of Delivery and Acceptance
    referred to in clause 9.2(b)(ii);
	 	 	 
	 	(3)	from the date the proceeds of the Delivery
    Advance are deposited at the Builder’s Bank to the Delivery Date (or, if delivery of such Ship does not occur within
    the time prescribed in the Disbursement Authorization, the date on which the funds are returned to the Agent for further distribution
    to the Lenders), the Borrowers shall be entitled to interest on such Delivery Advance at the applicable rate, if any, paid
    by the Builder’s Bank for such deposited funds;
	 	 	 
	 	(4)	if such Ship is not delivered within the
    time prescribed in the Disbursement Authorization and the proceeds of such Delivery Advance are returned to the Agent and
    distributed to the Lenders, (i) the Borrowers shall pay all accrued interest and fees in respect of such returned proceeds
    on the date such proceeds are returned to the Agent and (ii) the relevant available Commitment will be increased by an amount
    equal to the aggregate principal amount of the Loan proceeds so returned; and
	 	 	 
	 	(5)	if the Borrowers have instructed the Agent
    to convert the aggregate principal amount of such Delivery Advance borrowed into a currency other than Dollars for deposit
    with the Builder’s Bank and such Ship is not delivered within the time prescribed in the Disbursement Authorization
    and the proceeds of such Delivery Advance are returned to the Agent for further distribution to the Lenders, the Agent shall
    convert the aggregate amount of funds so returned back into Dollars and if such funds are less than the Dollar amount of the
    aggregate principal amount of such Delivery Advance incurred on the relevant Drawdown Date, the Borrowers shall immediately
    repay the difference and, in any event, the Borrowers shall pay any and all fees, charges and expenses arising from such conversion.


 



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	10.	REPRESENTATIONS
    AND WARRANTIES
	 	 
	10.1	General. Each of the Borrowers and the Guarantor represents and warrants to each Creditor Party as
    of the Effective Date and each Drawdown Date as follows.
	 	 
	10.2	Status. Each Security Party is:


 


	 	(a)	duly
    incorporated or formed and validly existing and in good standing under the law of its jurisdiction of incorporation or formation;
    and
	 	 	 
	 	(b)	duly qualified
    and in good standing as a foreign company in each other jurisdiction in which it owns or leases property or in which the conduct
    of its business requires it to so qualify or be licensed except where, in each case, the failure to so qualify or be licensed
    and be in good standing could not reasonably be expected to have a material adverse effect on its business, assets or financial
    condition or which may affect the legality, validity, binding effect or enforceability of the Finance Documents, and there
    are no proceedings or actions pending or contemplated by any Security Party, or to the knowledge of the Borrowers or the Guarantor
    contemplated by any third party, seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
    arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency
    or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee,
    custodian or other similar official for it or for any substantial part of its property.


 


	10.3	Company
    power; consents. Each Security Party has the capacity and has taken all action, and no consent
  of any person is required, for:


 


	 	(a)	it
    to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted;
	 	 	 
	 	(b)	it to execute each
    Finance Document and each Master Agreement to which it is or is to become a party;
	 	 	 
	 	(c)	it to purchase
    and pay for the Ship to be acquired by it under the relevant Contract and register such Ship in its name under an Approved
    Flag;
	 	 	 
	 	(d)	it to comply with
    its obligations under each Finance Document and the Master Agreements to which it is or is to become a party;
	 	 	 
	 	(e)	it to grant the
    Security Interests granted or to be granted by it pursuant to the Finance Documents to which it is or is to become a party;
	 	 	 


 



    	47



    	 



    


	 	(f)	the perfection
      or maintenance of the Security Interests created by the Finance Documents (including the first priority nature thereof); and
	 	 	 
	 	(g)	the exercise by
      any Creditor Party of their rights under any of the Finance Documents or the Master Agreements or the remedies in respect
      of the Collateral pursuant to the Finance Documents or the Master Agreements to which it is or is to become a party,
	 	 	 
	 	 	except, in each case, for
    consents which have been duly obtained, taken, given or made and are in full force and effect.


 


	10.4	Consents
    in force. All the consents referred to in Clause 10.3 remain in force and nothing has occurred
    which makes any of them liable to revocation.
	 	 
	10.5	Title.


 


	 	(a)	Each
    Borrower owns in the case of owned personal property, good and valid title to, or, in the case of leased personal property,
    valid and enforceable leasehold interests in, all of its properties and assets, tangible and intangible, of any nature whatsoever,
    free and clear in each case of all Security Interests or claims, except for Permitted Security Interests.
	 	 	 
	 	(b)	Each Borrower has
    not created nor is it contractually bound to create any Security Interest on or with respect to any of its assets, properties,
    rights or revenues, except for Permitted Security Interests, and except as provided in this Agreement each Borrower is not
    restricted by contract, applicable law or regulation or otherwise from creating Security Interests on any of its assets, properties,
    rights or revenues.


 


	10.6	Legal
    validity; effective Security Interests. Subject to any relevant insolvency laws affecting
  creditors’ rights generally:


 


	 	(a)	the
    Finance Documents and the Master Agreements to which each Security Party is a party, constitute or, as the case may be, will
    constitute upon execution and delivery (and, where applicable, registration as provided for in the Finance Documents), such
    Security Party’s legal, valid and binding obligations enforceable against it in accordance with their respective terms;
    and
	 	 	 
	 	(b)	the Finance Documents
    to which each Security Party is a party, creates or, as the case may be, will create upon execution and delivery (and, where
    applicable, registration as provided for in the Finance Documents), legal, valid and binding Security Interests enforceable
    in accordance with their respective terms over all the assets to which they, by their terms, relate.


 


	10.7	No
    third party Security Interests. Without limiting the generality of Clauses10.5 and 10.6,
  at the time of the execution and delivery of each Finance Document:


 



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	 	(a)	the
    relevant Security Party will have the right to create all the Security Interests which that Finance Document purports to create;
    and
	 	 	 
	 	(b)	no third party
    will have any Security Interest (except for Permitted Security Interests) or any other interest, right or claim over, in or
    in relation to any asset to which any such Security Interest, by its terms, relates.


 


	10.8	No
    conflicts. The execution of each Finance Document and each Master Agreement, the borrowing
    of each Advance, and compliance with each Finance Document and the Master Agreements, will not involve or lead to a contravention
  of:


 


	 	(a)	any
    law or regulation; or
	 	 	 
	 	(b)	the constitutional
    documents of any Security Party; or
	 	 	 
	 	(c)	any contractual
    or other obligation or restriction which is binding on any Security Party or any of its assets.


 


	10.9	Taxes.


 


	 	(a)	All
    payments which a Security Party is liable to make under the Finance Documents and the Master Agreements to which it is a party
    can properly be made without deduction or withholding for or on account of any tax payable under any law of any Pertinent
    Jurisdiction.
	 	 	 
	 	(b)	Each Security Party
    has timely filed or has caused to be filed all tax returns and other reports that it is required by law or regulation to file
    in any Pertinent Jurisdiction, and has paid or caused to be paid all taxes, assessments and other similar charges that are
    due and payable in any Pertinent Jurisdiction, other than taxes and charges:


 


	 	(i)	which
    (A) are not yet due and payable or (B) are being contested in good faith by appropriate proceedings and for which adequate
    reserves have been established and as to which such failure to have paid such tax does not create any risk of sale, forfeiture,
    loss, confiscation or seizure of the Ship or of criminal liability; or
	 	 	 
	 	(ii)	the non-payment
    of which could not reasonably be expected to have a material adverse effect on the financial condition of such Security Party.


 

	 	 	The
      charges, accruals, and reserves on the books of each Security Party respecting taxes are adequate in accordance with IFRS.
	 	 	 
	 	(c)	No material claim
      for any tax has been asserted in writing against a Security Party by any Pertinent Jurisdiction or other taxing authority
      other than claims that are included in the liabilities for taxes in the most recent balance sheet of such person or disclosed
      in the notes thereto, if any.
	 	 	 


 



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	 	(d)	The execution,
    delivery, filing and registration or recording (if applicable) of the Finance Documents and the Master Agreements and the
    consummation of the transactions contemplated thereby will not cause any of the Creditor Parties to be required to make any
    registration with, give any notice to, obtain any license, permit or other authorization from, or file any declaration, return,
    report or other document with any governmental authority in any Pertinent Jurisdiction.
	 	 	 
	 	(e)	No taxes are required
    by any governmental authority in any Pertinent Jurisdiction to be paid with respect to or in connection with the execution,
    delivery, filing, recording, performance or enforcement of any Finance Document and the Master Agreements.
	 	 	 
	 	(f)	The execution,
    delivery, filing, registration, recording, performance and enforcement of the Finance Documents and the Master Agreements
    by any of the Creditor Parties will not cause such Creditor Party to be deemed to be resident, domiciled or carrying on business
    in any Pertinent Jurisdiction of any Security Party or subject to taxation under any law or regulation of any governmental
    authority in any Pertinent Jurisdiction of any Security Party.
	 	 	 
	 	(g)	Other than the
    recording of the Mortgages in accordance with the laws of the Approved Flag and such filings as may be required in a Pertinent
    Jurisdiction in respect of certain of the Finance Documents, and the payment of fees consequent thereto, it is not necessary
    for the legality, validity, enforceability or admissibility into evidence of this Agreement or any other Finance Document
    that any of them or any document relating thereto be registered, filed recorded or enrolled with any court or authority in
    any relevant jurisdiction or that any stamp, registration or similar taxes be paid on or in relation to this Agreement or
    any of the other Finance Documents.


 


	10.10	No
    default. No Event of Default or Potential Event of Default has occurred or would result
    from the borrowing of the Advance.
	 	 
	10.11	Information. All financial statements, information and other data furnished by or on behalf of a Security
    Party to any of the Creditor Parties:


 


	 	(a)	was
    true and accurate at the time it was given;
	 	 	 
	 	(b)	such financial
    statements, if any, have been prepared in accordance with IFRS and accurately and fairly represent the financial condition
    of such Security Party as of the date or respective dates thereof and the results of operations of such Security Party for
    the period or respective periods covered by such financial statements;
	 	 	 
	 	(c)	there are no other
    facts or matters the omission of which would have made or make any such information false or misleading;
	 	 	 
	 	(d)	there has been
    no material adverse change in the financial condition, operations or business prospects of any Security Party since the date
    on which such information was provided other than as previously disclosed to the Agent in writing; and
	 	 	 


 



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	 	(e)	none of the Security
      Parties has any contingent obligations, liabilities for taxes or other outstanding financial obligations which are material
      in the aggregate except as disclosed in such statements, information and data.


 


	10.12	No
    litigation. No legal or administrative action involving a Security Party (including any
    action relating to any alleged or actual breach of the ISM Code, the ISPS Code or any Environmental Law) has been commenced
    or taken by any person, or, to the Borrowers’ or the Guarantor’s knowledge, is likely to be commenced or taken
    which, in either case, would be likely to have a material adverse effect on the business, assets or financial condition of
    a Security Party or which may affect the legality, validity, binding effect or enforceability of the Finance Documents and
    the Master Agreements.
	 	 
	10.13	ISM
    Code and ISPS Code compliance. The relevant Borrower has obtained or will obtain or will
    cause to be obtained all necessary ISM Code Documentation and ISPS Code Documentation in connection with the Ship to be owned
    by it and its operation and will be or will cause such Ship and the Approved Manager to be in full compliance with the ISM
    Code and the ISPS Code.
	 	 
	10.14	Validity
    and completeness of Contracts. Each Contract constitutes valid, binding and enforceable
    obligations of the Borrower that is a party thereto and, to the Borrower’s knowledge the Builder in accordance with
    its terms and;


 


	 	(a)	the
    copy of such Contract delivered to the Agent is a true and complete copy; and
	 	 	 
	 	(b)	no material amendment
    or additions to such Contract have been agreed (without any such material amendments or additions being disclosed to the Agent)
    nor has the relevant Borrower or Builder waived any of its rights under such Contract.


 


	10.15	No
    rebates etc. There is no agreement or understanding to allow or pay any rebate, premium,
    commission, discount or other benefit or payment (howsoever described) to any Borrower, Guarantor, any Affiliate of such Borrower,
    or any third party in connection with a Contract, other than as provided in such Contract and disclosed to the agent in writing.
	 	 
	10.16	Compliance
    with law; Environmentally Sensitive Material. Except to the extent the following could not
    reasonably be expected to have a material adverse effect on the business, assets or financial condition of any Security Party,
    or affect the legality, validity, binding effect or enforceability of the Finance Documents:


 


	 	(a)	the
    operations and properties of each Security Party complies with all applicable laws and regulations, including without limitation
    Environmental Laws, all necessary Environmental Permits have been obtained and are in effect for the operations and properties
    of such Security Party and each Security Party is in compliance in all material respects with all such Environmental Permits;
    and
	 	 	 
	 	(b)	none of the Security
    Parties has been notified in writing by any person that it or any of its subsidiaries or Affiliates is potentially liable
    for the remedial or other costs with respect to treatment, storage, disposal, release, arrangement for disposal or transportation
    of any Environmentally Sensitive Material, except for costs incurred in the ordinary course of business with respect to treatment,
    storage, disposal or transportation of such Environmentally Sensitive Material.


 



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	10.17	Ownership
  structure.


 


	 	(a)	The
    Borrowers have no subsidiaries.
	 	 	 
	 	(b)	100% of the Equity
    Interests of each of the Borrowers have been validly issued, is fully paid, non-assessable and free and clear of all Security
    Interests other than Permitted Security Interests and are owned beneficially and of record by the Guarantor.
	 	 	 
	 	(c)	None of the Equity
    Interests of each of the Borrowers is subject to any existing option, warrant, call, right, commitment or other agreement
    of any character to which such Borrower is a party requiring, and there are no Equity Interests of such Borrower outstanding
    which upon conversion or exchange would require, the issuance, sale or transfer of any additional Equity Interests of such
    Borrower or other Equity Interests convertible into, exchangeable for or evidencing the right to subscribe for or purchase
    Equity Interests of such Borrower.


 


	10.18	Pension
    Plans. (a) On the Effective Date, no Security Party is a party to any Plan or Multiemployer
  Plan or Foreign Pension Plan.


 


	 	(b)	The
    execution and delivery of this Agreement and the consummation of the transaction hereunder will not constitute a non-exempt
    “prohibited transaction” for the purpose of Section 406 of ERISA or Section 4975 of the Code.
	 	 	 
	 	(c)	No ERISA Termination
    Event has occurred.
	 	 	 
	 	(d)	No ERISA Funding
    Event exists or has occurred.


 


	10.19	Margin
    Stock. None of the Borrowers is engaged in the business of extending credit for the purpose
    of purchasing or carrying Margin Stock and no proceeds of any Advance will be used to buy or carry any Margin Stock or to
    extend credit to others for the purpose of buying or carrying any Margin Stock.
	 	 
	10.20	Investment
    company, public utility, etc. Each of the Borrowers is not:


 


	 	(a)	an
    “investment company,” or an “affiliated person” of, or “promoter”
    or “principal underwriter” for, an “investment company,” as such terms are defined in
    the Investment Company Act of 1940, as amended; or
	 	 	 
	 	(b)	a “public
    utility” within the meaning of the United States Federal Power Act of 1920, as amended.


 


	10.21	Asset
  Control.


 



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	 	(a)	Neither
    the Borrowers nor the Guarantor is a “national” of any “designated foreign country”,
    within the meaning of the Foreign Assets Control Regulations or the Cuban Asset Control Regulations of the United States Department
    of the Treasury, 31 C.F.R., Subtitle B, Chapter V, as amended, or a “specially designated national” listed
    by OFAC, or any regulations or rulings issued thereunder.
	 	 	 
	 	(b)	Neither the making
    of an Advance nor the use of the proceeds thereof nor the performance by each of the Borrowers or the Guarantor of its obligations
    under any of the Finance Documents to which it is a party violates any law, regulation or Executive Order restricting loans
    to, investments in, or the export of assets to, foreign countries or entities doing business there.
	 	 	 
	 	(c)	Neither the making
    of an Advance nor the use of the proceeds thereof nor the performance by each of the Borrowers or the Guarantor of its obligations
    under any of the Finance Documents to which it is a party violates CISADA or comparable United Nations or European Union legislation.


 


	10.22	No
    money laundering. Without prejudice to the generality of Clause 2.3, in relation to the
    borrowing by the Borrowers of an Advance, the performance and discharge of its obligations and liabilities under the Finance
    Documents, and the transactions and other arrangements affected or contemplated by the Finance Documents to which the Borrowers
  are a party, the Borrowers confirm that:


 


	 	(a)	they
    are acting for their own account;
	 	 	 
	 	(b)	they will use the
    proceeds of an Advance for their own benefit, under their full responsibility and exclusively for the purposes specified in
    this Agreement; and
	 	 	 
	 	(c)	the foregoing will
    not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure implemented
    to combat “money laundering” (as defined in Article 1 of Directive 2005/60/EC of the European Parliament
    and of the Council) and comparable United States federal and state laws, including without limitation the PATRIOT Act and
    the Bank Secrecy Act, or comparable United Nations or European Union legislation.


 


	10.23	Ships. As of the Delivery Date in respect of each Ship, such Ship will be:


 


	 	(a)	in
    the sole and absolute ownership of a Borrower and duly registered in such Borrower’s name under the law of an Approved
    Flag, unencumbered save and except for the Mortgage thereon in favor of the Security Trustee recorded against it and as permitted
    thereby;
	 	 	 
	 	(b)	seaworthy for hull
    and machinery insurance warranty purposes and in every way fit for its intended service; and
	 	 	 
	 	(c)	insured in accordance
    with the provisions of this Agreement and the requirements hereof in respect of such Insurances will have been complied with.


 



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	10.24	Place
    of Business. For purposes of the UCC, each Security Party has only one place of business
    located at, or, if it has more than one place of business, the chief executive office from which it manages the main part
  of its business operations and conducts its affairs is located at:


 


9,
Boulevard Charles III


Monaco
98000


 


	 	None of the Security Parties has a place of
    business in the United States of America, the District of Columbia, the United States Virgin Islands, or any territory or
    insular possession subject to the jurisdiction of the United States of America, other than its representative office at:


 


150
East 58th Street


New
York, New York 10155


 


	10.25	Solvency. In the case of each of the Borrowers and the Guarantor:


 


	 	(a)	the
    sum of its assets, at a fair valuation, does and will exceed its liabilities, including, to the extent they are reportable
    as such in accordance with IFRS, contingent liabilities;
	 	 	 
	 	(b)	the present fair
    market saleable value of its assets is not and shall not be less than the amount that will be required to pay its probable
    liability on its then existing debts, including, to the extent they are reportable as such in accordance with IFRS, contingent
    liabilities, as they mature;
	 	 	 
	 	(c)	it does not and
    will not have unreasonably small working capital with which to continue its business; and
	 	 	 
	 	(d)	it has not incurred,
    does not intend to incur and does not believe it will incur, debts beyond its ability to pay such debts as they mature.


 


	10.26	Borrowers’
    business; Guarantor’s business. From the date of its incorporation until the date
    hereof, neither the Borrowers nor the Guarantor have conducted any business other than in connection with, or for the purpose
    of, owning, managing, chartering and/or operating the Ships.
	 	 
	10.27	Immunity;
    Enforcement; Submission to Jurisdiction; Choice of Law.


 

	 	(a)	Each
      Security Party is subject to civil and commercial law with respect to its obligations under the Finance Documents, and the
      execution, delivery and performance by each Security Party of the Finance Documents to which it is a party constitute private
      and commercial acts rather than public or governmental acts.
	 	 	 
	 	(b)	No Security Party
      or any of its properties has any immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of
      execution of a judgment, set-off, execution of a judgment or from any other legal process in relation to any Finance Document.
	 	 	 


 



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	 	(c)	It is not necessary
    under the laws of any Security Party’s jurisdiction of incorporation or formation, in order to enable any Creditor Party
    to enforce its rights under any Finance Document or by reason of the execution of any Finance Document or the performance
    by the any Security Party of its obligations under any Finance Document, that such Creditor Party should be licensed, qualified
    or otherwise entitled to carry on business in such Security Party’s jurisdiction of incorporation or formation.
	 	 	 
	 	(d)	None of the Creditor
    Parties will be deemed to be resident, domiciled or carrying on business in any Security Party’s jurisdiction of incorporation
    or formation by reason only of the execution, performance and/or enforcement of any Finance Document.
	 	 	 
	 	(e)	Under the law of
    each Security Party’s jurisdiction of incorporation or formation, the choice of the law of New York to govern this Agreement
    and the other Finance Documents to which New York law is applicable is valid and binding.
	 	 	 
	 	(f)	The submission
    by the Security Parties to the jurisdiction of the courts of the New York State courts and the U.S. Federal court sitting
    in New York County pursuant to Clause 32.2(a) is valid and binding and not subject to revocation, and service of process effected
    in the manner set forth in Clause 32.2(d) will be effective to confer personal jurisdiction over the Security Parties in such
    courts.


 


	10.28	Status
    of Secured Liabilities. The Secured Liabilities constitute direct, unconditional and general
    obligations of each Security Party and rank (a) senior to all subordinated Financial Indebtedness and (b) not less than pari
    passu (as to priority of payment and as to security) with all other Financial Indebtedness of each Security Party.
	 	 
	11.	GENERAL
    AFFIRMATIVE AND NEGATIVE COVENANTS
	 	 
	11.1	Affirmative
    covenants. From the Effective Date until the Total Commitments have terminated and all amounts
    payable hereunder have been paid in full each of the Borrowers and the Guarantor, as the case may be, undertakes with each
    Creditor Party to comply or cause compliance with the following provisions of this Clause 11.1 except as the Agent, with the
    consent of the Majority Lenders, may approve from time to time in writing, such approval not to be unreasonably withheld,
    conditioned or delayed:


 


	 	(a)	Performance
    of obligations. Each Security Party shall duly observe and perform its obligations under each Charter and each Finance
    Document to which it is or is to become a party.
	 	 	 
	 	(b)	Notification
    of defaults (etc). The Borrowers shall promptly notify the Agent, upon becoming aware of the same, of:


 



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	 	(i)	the
    occurrence of an Event of Default or of any Potential Event of Default or any other event (including any litigation) which
    is reasonably likely to have a Material Adverse Effect;
	 	 	 
	 	(ii)	any default by
    any party to a Charter; and
	 	 	 
	 	(iii)	any damage or injury
    caused by or to the Ship in excess of $5,000,000.


 


	 	(c)	Confirmation
    of no default. The Borrowers will, within two (2) Business Days after service by the Agent of a written request, serve
    on the Agent a notice which is signed by an officer of each of the Borrowers and which states that:


 


	 	(i)	no
    Event of Default has occurred and is continuing; or
	 	 	 
	 	(ii)	no Event of Default
    has occurred and is continuing, except for a specified event or matter, of which all material details are given.


 


	 	 	The Agent may serve requests
    under this Clause 11.1(c) from time to time but only if asked to do so by a Lender or Lenders having Contributions exceeding
    33% of the Loan or (if no Advances have been made) Commitments exceeding 33% of the Total Commitments, and this Clause 11.1(c)
    does not affect the Borrowers’ obligations under Clause 11.1(b).
	 	 	 
	 	(d)	Notification
    of litigation. The Borrowers will provide the Agent with details of any legal or administrative action involving any of
    the Borrowers, any other Security Party, any Approved Manager or any Ship, the Earnings or the Insurances as soon as any of
    the Security Parties becomes aware that such action is instituted, unless it is likely that the legal or administrative action
    cannot be considered material in the context of any Finance Document.
	 	 	 
	 	(e)	Provision of
    further information. The Borrowers will, as soon as practicable after receiving the request, provide the Agent with any
    additional financial or other information relating to:


 


	 	(i)	the
    Borrowers or the Guarantor or any of their respective subsidiaries; or
	 	 	 
	 	(ii)	any other matter
    relevant to, or to any provision of, a Finance Document, which may be requested by the Agent.


 


	 	(f)	Books
    of record and account. Each of the Borrowers and the Guarantor shall keep proper books of record and account, in which
    full and materially correct entries shall be made of all financial transactions and the assets and business of each of the
    Borrowers and the Guarantor in accordance with IFRS, and the Agent shall have the right to examine the books and records of
    each of the Borrowers and the Guarantor wherever the same may be kept from time to time as it sees fit, in its sole reasonable
    discretion, or to cause an examination to be made by a firm of accountants selected by it, provided that any examination shall
    be done without undue interference with the day to day business of the Borrowers or the Guarantor, as the case may be.
	 	 	 


 



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	 	(g)	Financial reports.


 


	 	(i)	The
    Borrowers shall prepare and deliver to the Agent:  as soon as practicable, but not later than 180 days after the end
    of each Fiscal Year to which they relate, financial statements in respect of such Fiscal Year, all in reasonable detail and
    prepared in accordance with IFRS;
	 	 	 
	 	(ii)	The Guarantor shall
    furnish to the Agent:


 


	 	(A)	within
    90 days after the end of each of the first three fiscal quarters in each Fiscal Year, quarterly reports on Form 6-K (or any
    successor form) containing unaudited financial statements (including a balance sheet and statement of income, changes in stockholders’
    equity and cash flow) for and as of the end of such fiscal quarter (with comparable financial statements for the corresponding
    fiscal quarter of the immediately preceding Fiscal Year) together with a Compliance Certificate;
	 	 	 
	 	(B)	within 180 days
    after the end of each Fiscal Year, an annual report on Form 20-F (or any successor form) containing the audited financial
    and other information required to be contained therein for such Fiscal Year together with a Compliance Certificate;
	 	 	 
	 	(C)	at or prior to
    such times as would be required to be filed or furnished to the SEC all such other reports and information that the Guarantor
    is required to file or furnish to the SEC under Sections 13(a) or 15(d) of the Exchange Act; and
	 	 	 
	 	(D)	such other financial
    statements (including without limitation details of all off-balance sheet and time charter hire commitments), annual budgets
    and projections as may be reasonably requested by the Agent, each to be in such form as the Agent may reasonably request,


 


provided
that to the extent that the Guarantor ceases to qualify as a “foreign private issuer” within the meaning of the
Exchange Act, the Guarantor will furnish to the Agent all reports and other information that it would be required to file with
(or furnish to) the Commission pursuant Sections 13(a) or 15(d) of the Exchange Act if it were required to file such documents
under the Exchange Act as follows:


 



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	 	(1)	if the Guarantor is then subject
    to Sections 13(a) or 15(d) of the Exchange Act, within 30 days of the respective dates on which the Guarantor is required
    to file such documents pursuant to the Exchange Act; or
	 	 	 
	 	(2)	if the Guarantor is not then subject to
    Sections 13(a) or 15(d) under the Exchange Act, the applicable time periods described above with respect to quarterly, annual
    and other reports and information.
	 	 	 
	 	 	Notwithstanding the foregoing, the Guarantor
    will be deemed to have furnished to the Agent such reports and information referred to above if the Guarantor has filed such
    reports and information with the Commission via the EDGAR system (or any successor system) and such reports and information
    are publicly available.


 


	 	(h)	Appraisals
    of Fair Market Value. The Borrowers shall procure and deliver to the Agent two written appraisal reports or one written
    appraisal report (as the case may be) setting forth the Fair Market Value of each Ship as follows:


 


	 	(i)	at the Borrowers’
    expense, for inclusion with each Compliance Certificate required to be delivered together with the second quarterly and annual
    financial statements that the Guarantor delivers under Clause 11.1(g)(ii)(B); and
	 	 	 
	 	(ii)	at the Lenders’
    expense, at all other times upon the request of the Agent or the Majority Lenders, unless an Event of Default has occurred
    and is continuing, in which case the Borrowers shall procure it at their expense as often as requested.


 

	 	 	provided
      that if there is a difference of or in excess of 10% between the two valuations obtained by the Borrowers, the Borrowers
      may, at their sole expense, obtain a third appraisal from an Approved Broker.
	 	 	 
	 	(i)	Taxes. Each
      Security Party shall prepare and timely file all tax returns required to be filed by it and pay and discharge all taxes imposed
      upon it or in respect of any of its property and assets before the same shall become in default, as well as all lawful claims
      (including, without limitation, claims for labor, materials and supplies) which, if unpaid, might become a Security Interest
      upon the Collateral or any part thereof, except in each case, for any such taxes (i) as are being contested in good faith
      by appropriate proceedings or (ii) the failure of which to pay or discharge would not be likely to have a material adverse
      effect on the business, assets or financial condition of any of the Borrowers or any other Security Party or to affect the
      legality, validity, binding effect or enforceability of the Finance Documents.
	 	 	 
	 	(j)	Consents.
      Each Security Party shall obtain or cause to be obtained, maintain in full force and effect and comply with the conditions
      and restrictions (if any) imposed in connection with, every consent and do all other acts and things which may from time to
      time be necessary or required for the continued due performance of all of its obligations under any Charter and each Finance
      Document to which it is or is to become a party, and shall deliver a copy of all such consents to the Agent promptly upon
      its request.
	 	 	 


 



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	 	(k)	Compliance with
    applicable law. Each Security Party shall comply in all material respects with all applicable federal, state, local and
    foreign laws, ordinances, rules, orders and regulations now in force or hereafter enacted, including, without limitation,
    all Environmental Laws and regulations relating thereto, the failure to comply with which would be likely to have a material
    adverse effect on the financial condition of such Security Party or affect the legality, validity, binding effect or enforceability
    of any Charter and each Finance Document to which it is or is to become a party.
	 	 	 
	 	(l)	Existence.
    Each Security Party shall do or cause to be done all things necessary to preserve and keep in full force and effect its existence
    in good standing under the laws of its jurisdiction of incorporation or formation.
	 	 	 
	 	(m)	Borrowers’
    business. Each of the Borrowers shall conduct business only in connection with, or for the purpose of, owning, chartering
    and operating the Ship to be owned by it.
	 	 	 
	 	(n)	Properties.
    Except to the extent the failure to do so could not reasonably be expected to have a material adverse effect on the business,
    assets or financial condition of a Security Party or affect the legality, validity, binding effect or enforceability of the
    Finance Documents, each Security Party shall maintain and preserve all of its properties that are used or useful in the conduct
    of its business in good working order and condition, ordinary wear and tear excepted.
	 	 	 
	 	(o)	Loan proceeds.
    The Borrowers shall use the proceeds of each Advance solely to partially finance the payment of the Contract Price for a Ship.
	 	 	 
	 	(p)	Change of place
    of business. Each Security Party shall notify promptly the Agent of any change in the location of the place of business
    where it or any other Security Party conducts its affairs and keeps its records.
	 	 	 
	 	(q)	Pollution liability.
    Each Security Party shall take, or cause to be taken, such actions as may be reasonably required to mitigate potential liability
    to it arising out of pollution incidents or as may be reasonably required to protect the interests of the Creditor Parties
    with respect thereto.
	 	 	 
	 	(r)	Subordination
    of loans. Each Security Party shall cause all loans made to it by any Affiliate, parent or subsidiary and all sums and
    other obligations (financial or otherwise) owed by it to any Affiliate, parent or subsidiary to be fully subordinated to all
    Secured Liabilities.
	 	 	 
	 	(s)	OFAC; Money
    laundering; CISADA. Each Security Party shall to the best of its knowledge and ability:






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	 	(i)	ensure
    that no person who owns a controlling interest in or otherwise controls the Borrowers or any parent or subsidiary thereof
    is or shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by OFAC
    or included in any Executive Orders;
	 	 	 
	 	(ii)	comply, and cause
    each of their subsidiaries to comply, with any applicable law, official requirement or other regulatory measure or procedure
    implemented to combat “money laundering” (as defined in Article 1 of Directive 2005/60/EC of the European Parliament
    and of the Council) and comparable United States federal and state laws, including without limitation the PATRIOT Act and
    the Bank Secrecy Act, or comparable United Nations or European Union legislation; and
	 	 	 
	 	(iii)	not use or permit
    the use of the proceeds of any Advance to violate any of the foreign asset control regulations of OFAC or any enabling statute
    or Executive Order relating thereto or CISADA or comparable United Nations or European Union legislation.


 


	 	(t)	ERISA.
    Promptly upon:


 


	 	(i)	the
    occurrence of any ERISA Termination Event; or
	 	 	 
	 	(ii)	the occurrence
    or existence of any ERISA Funding Event;


 


	 	 	the
    Guarantor shall furnish or cause to be furnished to the Agent written notice thereof and the action, if any, which the Guarantor
    has taken and proposes to take with respect thereto.
	 	 	 
	 	(u)	Information
    provided to be accurate. All financial and other information which is provided in writing by or on behalf of any Security
    Party under or in connection with any Finance Document will be true and not misleading and will not omit any material fact
    or consideration.
	 	 	 
	 	(v)	Shareholder
    and creditor notices. Each of the Borrowers and the Guarantor will send the Agent, at the same time as they are dispatched,
    copies of all communications which are dispatched to their (i) shareholders or any class of them or (ii) their creditors generally.
	 	 	 
	 	(w)	Maintenance
    of Security Interests. Each of the Borrowers and the Guarantor will:


 


	 	(i)	at
    its own cost, do all that it reasonably can to ensure that any Finance Document validly creates the obligations and the Security
    Interests which it purports to create; and
	 	 	 


 



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	 	(ii)	without limiting
      the generality of paragraph (i), at its own cost, promptly register, file, record or enroll any Finance Document with any
      court or authority in all Pertinent Jurisdictions, pay any stamp, registration or similar tax in all Pertinent Jurisdictions
      in respect of any Finance Document, give any notice or take any other step which, in the opinion of the Majority Lenders,
      is or has become necessary or desirable for any Finance Document to be valid, enforceable or admissible in evidence or to
      ensure or protect the priority of any Security Interest which it creates.


 


	 	(x)	“Know
    your customer” checks. 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 any Security Party 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 the Agent or any Lender (or, in the
    case of paragraph (iii), 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, the Borrowers and the Guarantor
    shall promptly upon the request of the Agent or the Lender concerned supply, or procure the supply of, such documentation
    and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or the Lender concerned
    (for itself or, in the case of the event described in paragraph (iii), on behalf of any prospective new Lender) in order for
    the Agent, the Lender concerned or, in the case of the event described in paragraph (iii), 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.


 


	 	(y)	Copies of Charters;
    Charter Assignment. Provided that all approvals necessary under Clause 14.13 have been previously obtained, the Borrowers
    shall:


 


	 	(i)	furnish
    promptly to the Agent a true and complete copy of any Charter for any Ship and a true and complete copy of each material amendment
    thereof; and
	 	 	 


 



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	 	(ii)	in respect of any
      such Charter, execute and deliver to the Agent a Charter Assignment and use reasonable commercial efforts to cause the charterer
      to execute and deliver to the Security Trustee a consent and acknowledgement to such Charter Assignment in the form required
      thereby.


 


	 	(z)	Further
    assurances. From time to time, at its expense, each of the Borrowers and the Guarantor shall duly execute and deliver
    to the Agent such further documents and assurances as the Agent may request to effectuate the purposes of this Agreement,
    the other Finance Documents or obtain the full benefit of any of the Collateral.


 


	11.2	Negative
    covenants. From the Effective Date until the Total Commitments have terminated and all amounts
    payable hereunder have been paid in full, each of the Borrowers and the Guarantor, as the case may be, undertakes with each
    Creditor Party to comply or cause compliance with the following provisions of this Clause 11.2 except as the Agent, with the
    consent of the Majority Lenders, may approve from time to time in writing, such approval not to be unreasonably withheld,
  conditioned or delayed:


 

	 	(a)	Security
      Interests. Each Borrower will not create, assume or permit to exist any Security Interest whatsoever upon any of its properties
      or assets, whether now owned or hereafter acquired, except for Permitted Security Interests and the Guarantor will not create,
      assume or permit to exist any Security Interest on the shares of each of the Borrowers, other than those in favor of the Security
      Trustee.
	 	 	 
	 	(b)	Sale of assets;
      merger. Each Security Party shall not sell, transfer or lease (other than in connection with a Charter) all or substantially
      all of its properties and assets, or enter into any transaction of merger or consolidation or liquidate, windup or dissolve
      itself (or suffer any liquidation or dissolution), provided that any Borrower may sell its respective Ship pursuant to the
      terms and conditions of this Agreement.
	 	 	 
	 	(c)	Affiliate transactions.
      No Security Party will enter into any transaction or series of related transactions, whether or not in the ordinary course
      of business, with any Affiliate, parent or subsidiary, other than on terms and conditions substantially as favorable to such
      person as would be obtainable by such person at the time in a comparable arm’s-length transaction with a person other
      than an Affiliate, parent or subsidiary.
	 	 	 
	 	(d)	Change of business.
      Each of the Borrowers will not change the nature of its business or commence any business other than in connection with, or
      for the purpose of, owning, managing, chartering and operating the Ship to be owned by it. The Guarantor will not change the
      nature of its business or commence any business other than in connection with, or for the purpose of, owning, managing, chartering
      and operating vessels.
	 	 	 


 



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	    	(e)	Change of Control;
    Negative pledge. Each of the Borrowers and the Guarantor will not permit any act, event or circumstance that would result
    in a Change of Control, and each of the Borrowers will not permit any pledge or assignment of its Equity Interests except
    in favor of the Security Trustee to secure the Secured Liabilities.
	 	 	 
	 	(f)	Increases in
    capital. None of the Borrowers will increase its capital by way of the issuance of any class or series of Equity Interests
    or create any new class of Equity Interests that is not subject to a Security Interest to secure the Secured Liabilities.
	 	 	 
	 	(g)	Financial Indebtedness.
    The Borrowers will not incur any Financial Indebtedness other than the Loan and the Swap Exposure.
	 	 	 
	 	(h)	Dividends.
    So long as an Event of Default has occurred and is continuing, or if an Event of Default would result therefrom, or if the
    Guarantor is not in compliance with any of Clauses 12.2 through and including 12.5, each of the Borrowers and the Guarantor
    shall not declare or pay any dividends or return any capital to its equity holders or authorize or make any other distribution,
    payment or delivery of property or cash to its equity holders, or redeem, retire, purchase or otherwise acquire, directly
    or indirectly, for value, any interest of any class or series of its Equity Interests (or acquire any rights, options or warrants
    relating thereto but not including convertible debt) now or hereafter outstanding, or repay any subordinated loans to equity
    holders or set aside any funds for any of the foregoing purposes.
	 	 	 
	 	(i)	No amendment
    to the Contracts or the Charters. The Borrowers will not agree to any material amendment or supplement to, or waive or
    fail to enforce, a Contract or a Charter, as the case may be, or any of its material provisions.
	 	 	 
	 	(j)	No employees;
    VAT group; Ordinary course of business.


 


	 	(i)	The
    Borrowers shall not have any employees other than the master, the officers and the crew of the Ship.
	 	 	 
	 	(ii)	The Borrowers shall
    not be or become a member of any VAT (value added tax) group.
	 	 	 
	 	(iii)	The Borrowers shall
    not enter into any transaction or series of related transactions other than in the ordinary course of business.


 

	 	(k)	Loans
      and investments. The Borrowers shall not make any loan or advance to, make any investment in, or enter into any working
      capital maintenance or similar agreement with respect to any person, whether by acquisition of Equity Interests or indebtedness,
      by loan, guarantee or otherwise.
	 	 	 
	 	(l)	Acquisition
      of capital assets. The Borrowers shall not acquire any capital assets (including any vessel other than a Ship) by purchase,
      charter or otherwise, provided that for the avoidance of doubt nothing in this Clause 11.2(l) shall prevent or be deemed to
      prevent capital improvements being made to a Ship.
	 	 	 


 



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	 	(m)	Changes to Fiscal
    Year and accounting policies. Each of the Borrowers and the Guarantor shall not change its Fiscal Year or make or permit
    any change in accounting policies affecting (i) the presentation of financial statements or (ii) reporting practices, except
    in either case in accordance with IFRS or pursuant to the requirements of applicable laws or regulations.
	 	 	 
	 	(n)	Jurisdiction
    of incorporation or formation; Amendment of constitutional documents. No Security Party shall change the jurisdiction
    of its incorporation or formation or materially amend its constitutional documents.
	 	 	 
	 	(o)	Sale of Ship.
    None of the Borrowers will consummate the sale of its Ship without paying or causing to be paid all amounts due and owing
    under this Agreement or in connection therewith and the other Finance Documents prior to or simultaneously with the consummation
    of such sale.
	 	 	 
	 	(p)	Change of location.
    No Security Party shall change the location of its chief executive office or the office where its corporate records are kept
    or open any new office for the conduct of its business on less than thirty (30) days prior written notice to the Agent.
	 	 	 
	 	(q)	Money laundering.
    Each of the Borrowers and the Guarantor shall not contravene any law, official requirement or other regulatory measure or
    procedure implemented to combat “money laundering” (as defined in Article 1 of Directive 2005/60/EC of the European
    Parliament and of the Council and comparable United States federal and state laws, including without limitation the Bank Secrecy
    Act and the PATRIOT Act.


 

	12	FINANCIAL
      COVENANTS
	 	 
	12.1	General. From the Effective Date until the Total Commitments have terminated and all amounts payable
      hereunder have been paid in full the Guarantor undertakes with each Creditor Party to comply or cause compliance with the
      following provisions of this Clause 12 except as the Agent, with the consent of the Majority Lenders, may approve from time
      to time in writing, such approval not to be unreasonably withheld, conditioned or delayed.
	 	 
	12.2	Maximum
      leverage. The Guarantor shall maintain a ratio of Net Debt to Consolidated Total Capitalization
        of not more than 0.60 to 1.00, to be tested on the last day of each fiscal quarter.
	 	 
	12.3	Minimum
      tangible net worth. The Guarantor shall maintain a Consolidated Tangible Net Worth of not
        less than $150,000,000 plus (a) 25% of the Guarantor’s cumulative, positive consolidated net income for each fiscal
        quarter commencing on or after July 1, 2010 and (b) 50% of the value of the Equity Proceeds realized from any issuance of
        Equity Interest in the Guarantor occurring on or after July 2, 2010.
	 	 


 



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	12.4	Minimum
    interest coverage. The Guarantor shall maintain a ratio of Consolidated EBITDA to Consolidated
    Net Interest Expense of not less than 2.00 to 1.00 for the quarter ending September 30, 2011 until and including the quarter
    ending December 31, 2012 and thereafter 2.50 to 1.00. Such ratio shall be calculated quarterly on a trailing four quarter
    basis.
	 	 
	12.5	Free
    liquidity. From and after the Effective Date, the Guarantor shall maintain Consolidated
    Liquidity of not less than $15,000,000 until the Guarantor owns directly or indirectly a fleet of 15 vessels. When the Guarantor
    owns directly or indirectly a fleet of 15 or more vessels, the Guarantor shall maintain Consolidated Liquidity of not less
    than $15,000,000 plus $750,000 per each vessel that the Guarantor owns directly or indirectly in excess of 15 vessels. For
    the avoidance of doubt, Consolidated Liquidity shall include all amounts held in the Earnings Account and the Retention Account
    or in any other accounts of the Guarantor or its subsidiaries with any of the Lenders.
	 	 
	13.	MARINE
    INSURANCE COVENANTS
	 	 
	13.1	General. From the first Drawdown Date of a Delivery Advance until the Total Commitments have terminated
    and all amounts payable hereunder have been paid in full, each of the Borrowers undertakes with each Creditor Party to comply
    or cause compliance with the following provisions of this Clause 13 except as the Agent, with the consent of the Majority
    Lenders, may approve from time to time in writing, such approval not to be unreasonably withheld, conditioned or delayed.
	 	 
	13.2	Maintenance
    of obligatory insurances. Each of the Borrowers shall keep the Ship owned by it insured
    at its expense against:


 


	 	(a)	fire
    and usual marine risks (including hull and machinery and excess risks);
	 	 	 
	 	(b)	war risks (including
    without limitation terrorism and piracy and war risk P&I and London blocking and trapping addendum);
	 	 	 
	 	(c)	protection and
    indemnity risks (including FD&D coverage for all periods that such Ship operates on a time charter);
	 	 	 
	 	(d)	any other risks
    against which the Security Trustee considers, having regard to practices and other circumstances prevailing at the relevant
    time, it would in the reasonable opinion of the Security Trustee be reasonable for that Borrower to insure and which are specified
    by the Security Trustee by notice to the Borrowers.


 


	13.3	Terms
    of obligatory insurances. The relevant Borrower shall effect such insurances in respect
  of its Ship:


 


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






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	 	(i)	120%
    of the Tranche of the Loan applicable to such Ship; and
	 	 	 
	 	(ii)	the Fair Market
    Value of the Ship owned by it;


 


	 	 	provided that not less than 80% of the
    insured value established pursuant to (i) or (ii) above shall be on a hull and machinery basis.
	 	 	 
	 	(c)	in the case of
    oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under
    basic protection and indemnity club entry and in the international marine insurance market;
	 	 	 
	 	(d)	in relation to
    protection and indemnity risks in respect of the full tonnage of the Ship owned by it;
	 	 	 
	 	(e)	on approved terms;
    and
	 	 	 
	 	(f)	through approved
    brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity
    risks, in approved war risks and protection and indemnity risks associations that are members of the International Group of
    P&I Clubs.


 




	13.4	Further
    protections for the Creditor Parties. In addition to the terms set out in Clause 13.3, each
    Borrower shall procure that the obligatory Insurances effected by it shall:


 


	 	(a)	subject
    always to paragraph (b), name such Borrower and Approved Manager as the only named assureds unless the interest of every other
    named assured is limited:


 


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


 


	 	(A)	to
    any provable out-of-pocket expenses that it has incurred and which form part of any recoverable claim on underwriters; and
	 	 	 
	 	(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, where requested in writing by the Security
    Trustee, every other named assured has undertaken in writing to the Security Trustee (in such form as it reasonably requires)
    that any deductible shall be apportioned between the relevant Borrower and every other named assured in proportion to the
    aggregate 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 Trustee to collect or recover any moneys which at any time become payable in respect
    of the obligatory insurances;






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	 	(b)	whenever the Security
    Trustee requires, name (or be amended to name) the Security Trustee as additional named assured for its rights and interests,
    warranted no operational interest and with full waiver of rights of subrogation against the Lenders, and to the extent permitted
    by the terms of the Insurances without the Security Trustee thereby being liable to pay (but having the right to pay) premiums,
    calls or other assessments;
	 	 	 
	 	(c)	name the Security
    Trustee as loss payee with such directions for payment as the Security Trustee may specify;
	 	 	 
	 	(d)	to the extent permitted
    by the terms of the Insurances, provide that all payments by or on behalf of the insurers under the obligatory insurances
    to the Security Trustee shall be made without set-off, counterclaim or deductions or condition whatsoever save for the deduction
    of unpaid premiums or other amounts applicable to the relevant Borrowers and the Ships and not applicable to any other vessel
    or person;
	 	 	 
	 	(e)	provide that such
    obligatory insurances shall be primary without right of contribution from other Insurances which may be carried by the Security
    Trustee or any other Creditor Party; and
	 	 	 
	 	(f)	provide that the
    Security Trustee may make proof of loss if the relevant Borrower fails to do so.


 


	13.5	Renewal
    of obligatory Insurances. The Borrowers shall:


 


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


 


	 	(i)	notify
    the Security Trustee of the brokers (or other insurers) and any protection and indemnity or war risks association through
    or with whom the relevant Borrowers propose to renew that obligatory Insurance and of the proposed terms of renewal; and
	 	 	 
	 	(ii)	obtain the Security
    Trustee’s approval to the matters referred to in paragraph (i);


 


	 	(b)	at
    least 7 days before the expiry of any obligatory Insurance, renew that obligatory Insurance in accordance with the Security
    Trustee’s approval pursuant to paragraph (a); and
	 	 	 
	 	(c)	procure that the
    approved brokers and/or the war risks and protection and indemnity associations with which such a renewal is effected shall
    promptly after the renewal notify the Security Trustee in writing of the terms and conditions of the renewal.


 



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	13.6	Copies
    of policies; letters of undertaking. The Borrowers shall ensure that all approved brokers
    provide the Security Trustee with statements detailing the intended cover of all policies relating to the obligatory Insurances
    which they are to effect or renew and of a letter or letters or undertaking in a form required by the Security Trustee and
    including undertakings by the approved brokers that:


 


	 	(a)	they
    will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment in accordance
    with the Insurance Assignment;
	 	 	 
	 	(b)	they will hold
    such policies, and the benefit of such insurances, to the order of the Security Trustee in accordance with the said loss payable
    clause;
	 	 	 
	 	(c)	they will advise
    the Security Trustee immediately of any material change to the terms of the obligatory Insurances or if they cease to act
    as brokers;
	 	 	 
	 	(d)	they will notify
    the Security Trustee, not less than 14 days before the expiry of the obligatory Insurances, in the event of their not having
    received notice of renewal instructions from the relevant Security Party or its agents and, in the event of their receiving
    instructions to renew, they will promptly notify the Security Trustee of the terms of the instructions; and
	 	 	 
	 	(e)	in each case to
    the extent permitted by the terms of the Insurances, they will not set off against any sum recoverable in respect of a claim
    relating to the Ship owned by such Borrower under such obligatory Insurances any premiums or other amounts due to them or
    any other person in respect of any vessel other than the Ship, to which the claim refers, 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 related to vessels other
    than the Ships or persons other than the Borrowers, and they will not cancel such obligatory Insurances by reason of non-payment
    of such premiums or other amounts related to vessels other than the Ships or persons other than the Borrowers, and will arrange
    for a separate policy to be issued in respect of the relevant Ship forthwith upon being so requested by the Security Trustee.


 


	13.7	Copies
    of certificates of entry. The relevant Borrower shall ensure that any protection and indemnity
    and/or war risks associations in which the Ship owned by it is entered provides the Security Trustee with:


 


	 	(a)	a certified
    copy of the certificate of entry for the Ship;
	 	 	 
	 	(b)	a letter or letters
    of undertaking in such form as may be required by the Security Trustee;
	 	 	 


 



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	 	(c)	where required
      to be issued under the terms of insurance/indemnity provided by the protection and indemnity association, but only if and
      when so requested by the Agent, a certified copy of each United States of America voyage quarterly declaration (or other similar
      document or documents) made by such Borrower in relation to that Ship in accordance with the requirements of such protection
      and indemnity association; and
	 	 	 
	 	(d)	a certified copy
      of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by
      the relevant certifying authority in relation to that Ship.


 


	13.8	Deposit
    of original policies. The relevant Borrower shall ensure that all policies relating to obligatory
    Insurances are deposited with the approved brokers through which the Insurances are effected or renewed.
	 	 
	13.9	Payment
    of premiums. The relevant Borrower shall punctually pay all premiums or other sums payable
    in respect of the obligatory insurances and produce all relevant receipts when so required by the Security Trustee.
	 	 
	13.10	Guarantees. The relevant 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.
	 	 
	13.11	Compliance
    with terms of insurances. The relevant Borrower shall neither do nor omit to do (nor permit
    to be done or not to be done) any act or thing which would or might render any obligatory Insurance invalid, void, voidable
    or unenforceable or render any sum payable under an obligatory Insurance repayable in whole or in part; and, in particular:


 


	 	(a)	the
    relevant Borrower shall 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 Clause 13.6(c)) ensure that the obligatory
    insurances are not made subject to any exclusions or qualifications to which the Security Trustee has not given its prior
    approval;
	 	 	 
	 	(b)	the relevant Borrower
    shall not make any changes relating to the classification or classification society or manager or operator of the Ship owned
    by it unless approved by the underwriters of the obligatory Insurances;
	 	 	 
	 	(c)	the relevant Borrower
    shall make (and promptly supply copies to the Agent of) all quarterly or other voyage declarations which may be required by
    the protection and indemnity risks association in which the Ship owned by it is entered to maintain cover for trading to the
    United States of America’s Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other
    applicable legislation); and
	 	 	 
	 	(d)	the relevant Borrower
    shall not employ the Ship owned by it, nor allow it to be employed, otherwise than in conformity with the terms and conditions
    of the obligatory Insurances, without first obtaining the consent of the insurers and complying with any requirements (as
    to extra premium or otherwise) which the insurers specify.


 



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	13.12	Alteration
    to terms of insurances. The relevant Borrower shall neither make nor agree to any alteration
    to the terms of any obligatory Insurance nor waive any right relating to any obligatory Insurance.
	 	 
	13.13	Settlement
    of claims. The relevant Borrower shall not settle, compromise or abandon any claim under
    any obligatory insurance for Total Loss or for a Major Casualty, and shall do all things necessary and provide all documents,
    evidence and information to enable the Security Trustee to collect or recover any moneys which at any time become payable
    in respect of the obligatory Insurances.
	 	 
	13.14	Provision
    of copies of communications. The relevant Borrower shall provide the Security Trustee, at
    the time of each such communication, copies of all written communications between such Security Party 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)	such
    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 such Borrower and any of the persons referred to in paragraphs (a) or (b) relating wholly or partly to the effecting
    or maintenance of the obligatory insurances.


 


	13.15	Provision
    of information. In addition, the relevant Borrower shall promptly provide the Security Trustee
    (or any persons which it may designate) with any information which the Security Trustee (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 13.16 or dealing with or considering any matters relating to
    any such Insurances; and the relevant Borrower shall, forthwith upon demand, indemnify the Security Trustee in respect of
    all fees and other expenses incurred by or for the account of the Security Trustee in connection with any such report as is
    referred to in paragraph (a).


 



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	13.16	Mortgagee’s
    interest, additional perils and political risk insurances. The Security Trustee shall be
    entitled from time to time to effect, maintain and renew a mortgagee’s interest additional perils insurance, a mortgagee’s
    political risks insurance and a mortgagee’s interest marine insurance in such amounts (not to exceed 120% of the Loan),
    on such terms, through such insurers and generally in such manner as the Security Trustee may from time to time consider appropriate
    and the Borrowers shall upon demand fully indemnify the Security Trustee 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.
	 	 
	13.17	Review
    of insurance requirements. The Security Trustee may and, on instruction of the Majority
    Lenders, shall review, at the expense of the Borrowers, the requirements of this Clause 13 from time to time in order to take
    account of any changes in circumstances after the date of this Agreement which are, in the opinion of the Agent or the Majority
    Lenders significant and capable of affecting the relevant Borrower or a Ship and its insurance (including, without limitation,
    changes in the availability or the cost of insurance coverage or the risks to which the relevant Borrower may be subject.)
	 	 
	13.18	Modification
    of insurance requirements. The Security Trustee shall notify the Borrowers of any proposed
    modification under Clause 13.17 to the requirements of this Clause 13 which the Security Trustee may or, on instruction of
    the Majority Lenders, shall reasonably consider appropriate in the circumstances and such modification shall take effect on
    and from the date it is notified in writing to the Borrowers as an amendment to this Clause 13 and shall bind the Borrowers
    accordingly.
	 	 
	13.19	Compliance
    with instructions. The Security Trustee shall be entitled (without prejudice to or limitation
    of any other rights which it may have or acquire under any Finance Document) to require a Ship to remain at any safe port
    or to proceed to and remain at any safe port designated by the Security Trustee until the relevant Borrower implements any
    amendments to the terms of the obligatory insurances and any operational changes required as a result of a notice served under
    Clause 13.18.
	 	 
	14.	SHIP
    COVENANTS
	 	 
	14.1	General. From the first Delivery Date until the Total Commitments have terminated and all amounts
    payable hereunder have been paid in full, each of the Borrowers undertakes with each Creditor Party to comply or cause compliance
    with the following provisions of this Clause 14 except as the Agent, with the consent of the Majority Lenders, may approve
    from time to time in writing, such approval not to be unreasonably withheld, conditioned or delayed.
	 	 
	14.2	Ship’s
    name and registration. Each Borrower shall:


 

	 	(a)	keep
      the Ship owned by it registered in its name under the law of an Approved Flag;
	 	 	 


 



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	 	(b)	not do, omit to
    do or allow to be done anything as a result of which such registration might be cancelled or imperiled; and
	 	 	 
	 	(c)	not change the
    name or port of registry on which its Ship was registered when it became subject to a Mortgage.


 


	14.3	Repair
    and classification. Each Borrower shall keep the Ship owned by it in a good and safe condition
    and state of repair:


 


	 	(a)	consistent
    with first-class ship ownership and management practice;
	 	 	 
	 	(b)	so as to maintain
    the highest class for such Ship with the Classification Society, free of any overdue recommendations and conditions affecting
    such Ship’s class; and
	 	 	 
	 	(c)	so as to comply
    with all laws and regulations applicable to vessels registered under the law of the Approved Flag on which such Ship is registered
    or to vessels trading to any jurisdiction to which such Ship may trade from time to time, including but not limited to the
    ISM Code and the ISPS Code.


 


	14.4	Classification
    Society instructions. The relevant Borrower shall instruct the Classification Society referred
    to in Clause 14.3(b):


 


	 	(a)	to
    send to the Security Trustee, following receipt of a written request from the Security Trustee, certified true copies of all
    original class records held by the Classification Society in relation to its Ship;
	 	 	 
	 	(b)	to allow the Security
    Trustee (or its agents), at any time and from time to time, to inspect the original class and related records of that Borrower
    and its Ship either (i) electronically (through the Classification Society directly or by way of indirect access via the Borrower’s
    account manager and designating the Security Trustee as a user or administrator of the system under its account) or (ii) in
    person at the offices of the Classification Society, and to take copies of them electronically or otherwise;
	 	 	 
	 	(c)	to notify the Security
    Trustee immediately in writing if the Classification Society:


 


	 	(i)	receives
    notification from that Borrower or any other person that the Ship’s Classification Society is to be changed; or
	 	 	 
	 	(ii)	becomes aware of
    any facts or matters which may result in or have resulted in a change, suspension, discontinuance, withdrawal or expiry of
    that Ship’s class under the rules or terms and conditions of that Borrower’s or that Ship’s membership of
    the Classification Society;


 


	 	(d)	following
    receipt of a written request from the Security Trustee:






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	 	(i)	to
    confirm that that Borrower is not in default of any of its contractual obligations or liabilities to the Classification Society
    and, without limiting the foregoing, that it has paid in full all fees or other charges due and payable to the Classification
    Society; or
	 	 	 
	 	(ii)	if that Borrower
    is in default of any of its contractual obligations or liabilities to the Classification Society, to specify to the Security
    Trustee in reasonable detail the facts and circumstances of such default, the consequences of such default, and any remedy
    period agreed or allowed by the Classification Society.


 


	14.5	Modification. The relevant Borrower shall not make any modification or repairs to, or replacement of,
    the Ship owned by it or equipment installed on such Ship which would or is reasonably likely to materially reduce its value.
	 	 
	14.6	Removal
    of parts. The relevant Borrower shall not remove any material part owned by it from the
    Ship owned by it, or any item of equipment owned by it installed on, that Ship unless 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, is
    free from any Security Interest or any right in favor of any person other than the Security Trustee and becomes on installation
    on that Ship, the property of that Security Party and subject to the security constituted by the Mortgage, provided that the
    relevant Borrower may install and remove equipment owned by a third party if the equipment can be removed without damage to
    the Ship owned by it.
	 	 
	14.7	Surveys. The relevant Borrower shall submit the Ship owned by it, at its sole expense, regularly
    to all periodical or other surveys which may be required for classification purposes and, if so required by the Security Trustee
    provide the Security Trustee, at such Borrower’s expense, with copies of all survey reports.
	 	 
	14.8	Inspection. The relevant Borrower shall permit the Security Trustee (by surveyors or other persons appointed
    by it for that purpose at the cost of such Borrower) to board the Ship owned by it up to once per year to inspect its condition
    or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections provided,
    however, that the Security Trustee shall be entitled to inspect the Ship owned by such Borrower
    at any time following a Major Casualty (a “Post Casualty Inspection”)
    until the Ship is repaired and such Post Casualty Inspection shall not constitute an annual inspection as provided herein
    and provided, further, that the first Post Casualty Inspection for such Ship shall
    be at the cost of the relevant Borrower and any subsequent Post Casualty Inspections related to such Major Casualty conducted
    by the Security Trustee shall be at its cost. The Security Trustee shall use reasonable endeavors to ensure that the operation
    of such Ship is not adversely affected as a result of such inspections.
	 	 
	14.9	Prevention
    of and release from arrest. The relevant Borrower shall promptly discharge:


 



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	 	(a)	all
    liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Ship owned by
    it, the Earnings or the Insurances;
	 	 	 
	 	(b)	all taxes, dues
    and other amounts charged in respect of such Ship, the Earnings or the Insurances; and
	 	 	 
	 	(c)	all other accounts
    payable whatsoever in respect of such Ship, the Earnings or the Insurances,
	 	 	 
	 	 	and, forthwith upon receiving
    notice of the arrest of the Ship owned by it, or of its detention in exercise or purported exercise of any lien or claim,
    the relevant Borrower shall procure its release by providing bail or otherwise as the circumstances may require.


 


	14.10	Compliance
    with laws etc. The relevant Borrower shall:


 


	 	(a)	comply,
    or procure compliance with the ISM Code, the ISPS Code, all Environmental Laws and all other laws or regulations relating
    to the Ship owned by it, its ownership, operation and management or to the business of such Borrower;
	 	 	 
	 	(b)	not employ the
    Ship nor allow its employment in any manner contrary to any law or regulation in any relevant jurisdiction including but not
    limited to the ISM Code and the ISPS Code; and
	 	 	 
	 	(c)	in the event of
    hostilities in any part of the world (whether war is declared or not), not cause or permit that Ship to enter or trade to
    any zone which is declared a war zone by that Ship’s war risks insurers unless the relevant Borrower has (at its expense)
    effected any special, additional or modified insurance cover which its war risks insurers may require.


 


	14.11	Provision
    of information. The relevant Borrower shall promptly provide the Security Trustee with any
    information which it requests regarding:


 


	 	(a)	the
    Ship owned by it, its employment, position and engagements;
	 	 	 
	 	(b)	the Earnings and
    payments and amounts due to such Ship’s master and crew;
	 	 	 
	 	(c)	any expenses incurred,
    or likely to be incurred, in connection with the operation, maintenance or repair of such Ship and any payments made in respect
    of such Ship;
	 	 	 
	 	(d)	any towages and
    salvages;
	 	 	 
	 	(e)	the relevant Borrower’s,
    the Approved Manager’s or the Ship’s compliance with the ISM Code and the ISPS Code; and
	 	 	 


 



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	 	(f)	the latest technical
      reports on such Ship from the Approved Manager, and, upon the Security Trustee’s request, provide copies of any current
      charter and charter guarantee relating to the Ship, and copies of the Borrower’s or the Approved Manager’s Document
      of Compliance.


 


	14.12	Notification
    of certain events. The relevant Borrower shall immediately notify the Security Trustee by
    fax or email, confirmed forthwith by letter, of:


 


	 	(a)	any
    casualty which is or is likely to be or to become a Major Casualty;
	 	 	 
	 	(b)	any occurrence
    as a result of which the Ship owned by it has become or is, by the passing of time or otherwise, likely to become a Total
    Loss;
	 	 	 
	 	(c)	any requirement
    or condition made by any insurer or Classification Society or by any competent authority which is not immediately complied
    with;
	 	 	 
	 	(d)	any arrest or detention
    of the Ship owned by it, any exercise or purported exercise of any Security Interest on that Ship or the Earnings or any requisition
    of the Ship for hire;
	 	 	 
	 	(e)	any intended dry
    docking of the Ship owned by it;
	 	 	 
	 	(f)	any Environmental
    Claim made against the relevant Borrower or in connection with the Ship owned by it, or any Environmental Incident;
	 	 	 
	 	(g)	any claim for breach
    of the ISM Code or the ISPS Code being made against the Borrower, the Approved Manager or otherwise in connection with the
    Ship; or
	 	 	 
	 	(h)	any other matter,
    event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being
    complied with;
	 	 	 
	 	 	and the relevant Borrower
    shall keep the Security Trustee advised in writing on a regular basis and in such detail as the Security Trustee shall require
    of that Borrower’s, the Approved Manager’s or any other person’s response to any of those events or matters.


 


	14.13	Restrictions
    on chartering, appointment of managers etc. The relevant Borrower shall not unless consented
    to by the Agent (such consent not to be unreasonably withheld, conditioned or delayed):


 

	 	(a)	let
      the Ship owned by it on demise charter for any period;
	 	 	 
	 	(b)	enter into any
      charter in relation to such Ship under which more than two (2) months’ hire (or the equivalent) is payable in advance;
	 	 	 
	 	(c)	charter such Ship
      otherwise than on bona fide arm’s length terms at the time when the Ship is fixed;
	 	 	 


 



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	 	(d)	appoint a manager
    of such Ship other than the Approved Manager or agree to any material alteration to the material terms of the Approved Management
    Agreement, provided, however, that any manager so appointed including an Approved Manager appointed after the Effective Date
    shall enter into a manager’s undertaking in favor of the Security Trustee in form and substance acceptable to the Agent;
	 	 	 
	 	(e)	de-activate or
    lay up the Ship owned by it;
	 	 	 
	 	(f)	change the Classification
    Society; or
	 	 	 
	 	(g)	put the Ship owned
    by it in to the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed
    $1,000,000 (or the equivalent in any other currency) unless that person has first given to the Security Trustee and in terms
    satisfactory to it a written undertaking not to exercise any Security Interest on that Ship or the Earnings for the cost of
    such work or for any other reason.


 


	14.14	Notice
    of Mortgage. The relevant Borrower shall keep the Mortgage registered against the Ship owned
    by it as a valid first preferred mortgage, carry on board the Ship owned by it a certified copy of the Mortgage and place
    and maintain in a conspicuous place in the navigation room and the Master’s cabin of the Ship a framed printed notice
    stating that the Ship is mortgaged by such Borrower to the Security Trustee.
	 	 
	14.15	ISPS
    Code. The relevant Borrower shall comply with the ISPS Code and in particular, without limitation,
    shall:


 


	 	(a)	procure
    that the Ship owned by it and the company responsible for the Ship’s compliance with the ISPS Code comply with the ISPS
    Code; and
	 	 	 
	 	(b)	maintain for such
    Ship an ISSC; and
	 	 	 
	 	(c)	notify the Agent
    immediately in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC.


 


	15.	SECURITY
    MAINTENANCE COVER RATIO
	 	 
	15.1	General. From the first Drawdown Date of a Delivery Advance until the Total Commitments have terminated
    and all amounts payable hereunder have been paid in full, each of the Borrowers undertakes with each Creditor Party to comply
    with the following provisions of this Clause 15 except as the Agent, with the consent of the Majority Lenders, may approve
    from time to time in writing, such approval not to be unreasonably withheld, conditioned or delayed.
	 	 
	15.2	Security
    Maintenance Cover Ratio. If, at any time, the Agent notifies the Borrowers that the ratio
    of:


 

	 	(a)	the
      aggregate Fair Market Value of the Ships delivered to the Borrowers; plus
	 	 	 


 



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	 	(b)	the net realizable
    value of any additional Collateral previously provided under this Clause 15,


 


to:


 


	 	(c)	the
    Tranches of the Loan relating to such Ships; plus
	 	 	 
	 	(d)	the ratable amount
    of any Swap Exposure allocable to the Borrowers that own such Ships


 


(such
ratio being the “Security Maintenance Cover Ratio”) is below the average of the SMC Threshold of all Tranches
relating to delivered Ships, the Agent (acting upon the instruction of the Majority Lenders) shall have the right to require the
Borrowers to comply with the requirements of Clause 15.3. For the purpose of this Clause 15.2, the “SMC Threshold”
means for each Tranche relating to a delivered Ship either: (i) 140% of the outstanding principal balance of the relevant Tranche
plus a pro rata amount of any Swap Exposure allocable to the Borrower that owns the Ship to which such Tranche relates in the
case where such Ship is not subject to Acceptable Long Term Employment; or (ii) 120% of the outstanding principal balance of the
relevant Tranche plus a pro rata amount of any Swap Exposure allocable to the Borrower that owns the Ship to which such Tranche
relates in the case where such Ship is subject to Acceptable Long Term Employment.


 


	15.3	Provision
    of additional security; prepayment. If the Agent serves a notice on the Borrowers under
    Clause 15.2, the Borrowers shall, within one month after the date on which the Agent’s notice is served, either:


 


	 	(a)	provide,
    or ensure that a third party provides, additional Collateral which, in the reasonable  opinion of the Majority Lenders,
    is in form and substance acceptable to the Majority Lenders and has a net realizable value at least equal to the shortfall
    and is documented in such terms as the Agent may, with the authorization of the Majority Lenders, approve or require; or
	 	 	 
	 	(b)	prepay the relevant
    Tranche of the Loan in such amount as will eliminate the shortfall.


 

	15.4	Value
      of additional vessel security. The net realizable value of any additional Collateral which
        is provided under Clause 15.3 and which consists of a Security Interest over a vessel shall be that shown by a valuation complying
        with the definition of Fair Market Value.
	 	 
	15.5	Valuations
      binding. Any valuation under Clause 15.3 or 15.4 shall be binding and conclusive as regards
        the Borrowers and the Lenders, as shall be any valuation which the Agent makes of any additional security which does not consist
        of or include a Security Interest.
	 	 
	15.6	Provision
      of information. The Borrowers shall promptly provide the Agent and any Approved Broker or
        other expert acting under Clause 15.4 with any information which the Agent or the Approved Broker or other expert may request
        for the purposes of the valuation; and, if the Borrowers fail to provide the information by the date specified in the request,
        the valuation may be made on any basis and assumptions which the Approved Broker or the Agent (or the expert appointed by
        the Agent) consider prudent.
	 	 


 



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	15.7	Payment
    of valuation expenses. Without prejudice to the generality of the Borrowers’ obligations
    under Clauses 21.2, 21.3 and 22.3, the Borrowers shall, on demand, pay the Agent the amount of the fees and expenses of any
    Approved Broker or other expert instructed by the Agent under this Clause 15 and all legal and other expenses incurred by
    any Creditor Party in connection with any matter arising out of this Clause 15.
	 	 
	15.8	Application
    of prepayment. Clause 8 shall apply in relation to any prepayment pursuant to Clause 15.3(b).
	 	 
	16.	GUARANTEE
	 	 
	16.1	Guarantee
    and indemnity. In order to induce the Lenders to make the Loan to the Borrowers and to induce
    the Swap Banks to enter into the Designated Transactions with the Borrowers, the Guarantor irrevocably and unconditionally:


 


	 	(a)	guarantees,
    as a primary obligor and not as merely as a surety, to each Creditor Party, the punctual payment and performance by the Borrowers
    when due, whether at stated maturity, by acceleration or otherwise, of all Secured Liabilities of Borrowers, whether for principal,
    interest, fees, expenses or otherwise (collectively, the “Guaranteed Obligations”);
	 	 	 
	 	(b)	undertakes with
    each Creditor Party that whenever the Borrowers do not pay any Guaranteed Obligation when due, the Guarantor shall immediately
    on demand pay that Guaranteed Obligation as if it were the primary obligor; and
	 	 	 
	 	(c)	indemnifies each
    Creditor Party immediately on demand against any cost, loss or liability suffered or incurred by that Creditor Party (i) if
    any Guaranteed Obligation is or becomes unenforceable, invalid or illegal or (ii) by operation of law as a consequence of
    the transactions contemplated by the Finance Documents and the Master Agreements. The amount of the cost, loss or liability
    shall be equal to the amount which that Creditor Party would otherwise have been entitled to recover.


 


	16.2	Continuing
    guarantee. This guarantee:


 


	 	(a)	is
    a continuing guarantee;
	 	 	 
	 	(b)	is joint and several
    with any other guarantee given in respect of the Guaranteed Obligations and shall not in any way be prejudiced by any other
    guarantee or security now or subsequently held by any Creditor Party in respect of the Guaranteed Obligations;
	 	 	 


 



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	 	(c)	shall remain in
      full force and effect until the later of the termination of the Total Commitments and the payment and performance in full
      of the Guaranteed Obligations and all other amounts payable hereunder regardless of any intermediate payment or discharge
      in whole or in part; and
	 	 	 
	 	(d)	shall be binding
      upon the Guarantor, its successors and permitted assigns.


 


	16.3	Performance
    of Guaranteed Obligations; obligations pari passu.


 


	 	(a)	The
    Guarantor agrees that the Guaranteed Obligations will be performed and paid strictly in accordance with the terms of the relevant
    Finance Document or the Master Agreements regardless of any law or regulation or order of any court:


 


	 	(i)	affecting
    (A) any term of such Finance Document or Master Agreements or the rights of any of the Creditor Parties with respect thereto
    or (B) the Borrower’s ability or obligation to make or render, or right of any Creditor Party to receive, any payments
    or performance due thereunder; or
	 	 	 
	 	(ii)	which might otherwise
    constitute a defense to, or a legal or equitable discharge of, the Borrowers.


 


	(b)	The
    obligations of the Guarantor under this guarantee shall rank pari passu with all other unsecured obligations of such
    Guarantor.


 


	16.4	Reinstatement. If any payment of any of the Guaranteed Obligations is rescinded, discharged, avoided or
    reduced or must otherwise be returned by a Creditor Party or any other person upon the insolvency, bankruptcy or reorganization
    of any of the Borrowers or any other Security Party or otherwise:


 


	 	(a)	this
    guarantee shall continue to be effective or be reinstated, and the liability of each Guarantor hereunder shall continue or
    be reinstated, as the case may be, as if the payment, discharge, avoidance or reduction had not occurred; and
	 	 	 
	 	(b)	each Creditor Party
    shall be entitled to recover the value or amount of that payment from the Guarantor, as if the payment, discharge, avoidance
    or reduction had not occurred.


 


	16.5	Liability
    absolute and unconditional. The obligations of the Guarantor under this Clause 16 shall
    be irrevocable, absolute and unconditional and shall not be affected by an act, omission, matter or thing which, but for this
    Clause, would reduce, release or prejudice any of its obligations under this Clause 16, and the Guarantor hereby irrevocably
    waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:


 

	 	(a)	any
      time, waiver or consent granted to, or composition with, any Security Party or other person;
	 	 	 
	 	(b)	the release of
      any other Security Party or any other person under the terms of any composition or arrangement with any creditor of any Security
      Party;
	 	 	 


 



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	 	(c)	the taking, variation,
    compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or
    security over assets of, any Security Party 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 realize the full value of any security;
	 	 	 
	 	(d)	any incapacity
    or lack of power, authority or legal personality of or dissolution or change in the corporate or company structure or status
    of a Security Party or any other person (including without limitation any change in the holding of such Security Party’s
    or other person’s Equity Interests);
	 	 	 
	 	(e)	any amendment to
    or replacement of a Finance Document, a Master Agreement or any other document or security;
	 	 	 
	 	(f)	any unenforceability,
    illegality or invalidity of any obligation of any Security Party or any other person under any Finance Document, any Master
    Agreement or any other document or security;
	 	 	 
	 	(g)	any bankruptcy,
    insolvency or similar proceedings; or
	 	 	 
	 	(h)	any other circumstance
    whatsoever that might otherwise constitute a defense available to, or a legal or equitable discharge of, any Security Party.


 


	16.6	Waiver
    of promptness, etc. The Guarantor hereby unconditionally and irrevocably waives promptness,
    diligence, notice of acceptance, presentment, demand for performance, notice of non-performance, default, acceleration, protest
    or dishonor and any other notice with respect to any of the Guaranteed Obligations and this guarantee and any requirement
    that a Creditor Party protect, secure, perfect or insure any Security Interest or any property subject thereto or exhaust
    any right or take any action against any Security Party or any other person or entity or any Collateral.
	 	 
	16.7	Waiver
    of revocation, etc. The Guarantor hereby unconditionally and irrevocably waives any right
    to revoke this guarantee.
	 	 
	16.8	Waiver
    of certain defenses. The Guarantor hereby unconditionally and irrevocably waives:


 


	 	(a)	any
    defense arising by reason of any claim or defense based upon an election of remedies by a Creditor Party that in any manner
    impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification
    rights of the Guarantor or other rights of the Guarantor to proceed against the Borrowers, any of the other Security Parties,
    any other guarantor or any other person or entity or any Collateral; and
	 	 	 
	 	(b)	any defense based
    on any right of set-off or counterclaim against or in respect of the obligations of the Guarantor hereunder.


 



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	16.9	Waiver
    of disclosure, etc. The Guarantor hereby unconditionally and irrevocably waives any duty
    on the part of any Creditor Party to disclose to the Guarantor any matter, fact or thing relating to the business, condition
    (financial or otherwise), operations, performance, properties or prospects of the Borrowers, any other Security Party or any
    of their respective subsidiaries now or hereafter known by any Creditor Party.
	 	 
	16.10	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 before claiming from the Guarantor under this Clause 16. This waiver applies irrespective of any law or any provision
    of a Finance Document or Master Agreement to the contrary.
	 	 
	16.11	Acknowledgment
    of benefits. The Guarantor acknowledges that it will receive substantial direct and indirect
    benefits from the financing arrangements contemplated by the Finance Documents and the Master Agreements and that the waivers
    set forth in this Clause 16 are knowingly made in contemplation of such benefits.
	 	 
	16.12	Independent
    obligations. The obligations of the Guarantor under or in respect of this guarantee are
    independent of the Guaranteed Obligations or any other obligations of the Borrowers or any other Security Party under or in
    respect of the Finance Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to
    enforce this guarantee irrespective of whether any action is brought against the Borrowers or any other Security Party or
    whether the Borrowers or any other Security Party is joined in any such action or actions.
	 	 
	16.13	Deferral
    of Guarantor’s rights. Until the Guaranteed Obligations have been irrevocably paid
    and performed in full and unless the Agent otherwise directs, the Guarantor will not exercise any rights which it may have
    by reason of performance by it of its obligations under the Finance Documents:


 


	 	(a)	to
    be indemnified by another Security Party;
	 	 	 
	 	(b)	to claim any contribution
    from any other guarantor of any Security Party’s obligations under the Finance Documents; and/or
	 	 	 
	 	(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, the Master Agreements or of any other guarantee or security taken pursuant to, or in connection with, the Finance
    Documents or the Master Agreements by any Creditor Party.


 

	16.14	Limitation
      of liability. The Guarantor and each of the Creditor Parties hereby confirms that it is
        its intention that the Guaranteed Obligations not constitute a fraudulent transfer or conveyance for purposes of the United
        States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar law. To
        effectuate the foregoing intention, the Guarantor and each of the Creditor Parties hereby irrevocably agrees that the Guaranteed
        Obligations guaranteed by the Guarantor shall be limited to such amount as will, after giving effect to such maximum amount
        and all other (contingent or otherwise) liabilities of the Guarantor that are relevant under such laws, result in the Guaranteed
        Obligations of the Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance.
	 	 


 



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	16.15	Reliance
    of Creditor Parties. Each of the Creditor Parties has entered into this Agreement in reliance
    upon, among other things, this guarantee.
	 	 
	16A.	BORROWERS’
    SWAP GUARANTEE
	 	 
	16A.1	Guarantee
    and indemnity. In order to induce the Lenders to make the Loan to the Borrowers and to induce
    the Swap Banks to enter into the Designated Transactions with the Borrowers, each of the Borrowers, jointly and severally,
    irrevocably and unconditionally:


 


	 	(a)	guarantees,
    as a primary obligor and not as merely as a surety, to each Creditor Party, the punctual payment and performance by each of
    the other Borrowers when due, whether at stated maturity, by acceleration or otherwise, of all Secured Liabilities of such
    Borrower under the Master Agreements to which it is a party, whether for principal, interest, fees, expenses or otherwise
    (collectively, the “Guaranteed Swap Obligations”);
	 	 	 
	 	(b)	undertakes with
    each Creditor Party that whenever a Borrower does not pay any Guaranteed Swap Obligation when due, each of the other Borrowers
    shall immediately on demand pay that Guaranteed Swap Obligation as if it were the primary obligor; and
	 	 	 
	 	(c)	indemnifies each
    Creditor Party immediately on demand against any cost, loss or liability suffered or incurred by that Creditor Party (i) if
    any Guaranteed Swap Obligation is or becomes unenforceable, invalid or illegal or (ii) by operation of law as a consequence
    of the transactions contemplated by the Finance Documents and the Master Agreements. The amount of the cost, loss or liability
    shall be equal to the amount which that Creditor Party would otherwise have been entitled to recover.


 


	16A.2	Continuing
    guarantee. This guarantee:


 


	 	(a)	is
    a continuing guarantee;
	 	 	 
	 	(b)	is joint and several
    with any other guarantee given in respect of the Guaranteed Swap Obligations and shall not in any way be prejudiced by any
    other guarantee or security now or subsequently held by any Creditor Party in respect of the Guaranteed Swap Obligations;
	 	 	 
	 	(c)	shall remain in
    full force and effect until the later of the termination of the Total Commitments and the payment and performance in full
    of the Guaranteed Swap Obligations and all other amounts payable hereunder regardless of any intermediate payment or discharge
    in whole or in part; and
	 	 	 
	 	(d)	shall be binding
    upon each of the Borrowers, its successors and permitted assigns.


 



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	16A.3	Performance
    of Guaranteed Swap Obligations; obligations pari passu.


 


	 	(a)	Each
    of the Borrowers agrees that the Guaranteed Swap Obligations will be performed and paid strictly in accordance with the terms
    of the relevant Finance Document or the Master Agreements regardless of any law or regulation or order of any court:


 


	 	(i)	affecting
    (A) any term of such Finance Document or Master Agreements or the rights of any of the Creditor Parties with respect thereto
    or (B) the relevant Borrower’s ability or obligation to make or render, or right of any Creditor Party to receive, any
    payments or performance due thereunder; or
	 	 	 
	 	(ii)	which might otherwise
    constitute a defense to, or a legal or equitable discharge of, the Borrowers.


 


	 	(b)	The
    obligations of the Borrowers under this guarantee shall rank pari passu with all other secured obligations of the Borrowers
    under the Finance Documents.


 


	16A.4	Reinstatement. If any payment of any of the Guaranteed Swap Obligations is rescinded, discharged, avoided
    or reduced or must otherwise be returned by a Creditor Party or any other person upon the insolvency, bankruptcy or reorganization
    of any of the Borrowers or any other Security Party or otherwise:


 


	 	(a)	this
    guarantee shall continue to be effective or be reinstated, and the liability of each Borrower hereunder shall continue or
    be reinstated, as the case may be, as if the payment, discharge, avoidance or reduction had not occurred; and
	 	 	 
	 	(b)	each Creditor Party
    shall be entitled to recover the value or amount of that payment from the Borrowers, as if the payment, discharge, avoidance
    or reduction had not occurred.


 


	16A.5	Liability
    absolute and unconditional. The obligations of each of the Borrowers under this Clause 16A
    shall be irrevocable, absolute and unconditional and shall not be affected by an act, omission, matter or thing which, but
    for this Clause, would reduce, release or prejudice any of its obligations under this Clause 16A, and each of the Borrowers
    hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:


 

	 	(a)	any
      time, waiver or consent granted to, or composition with, any Security Party or other person;
	 	 	 
	 	(b)	the release of
      any other Security Party or any other person under the terms of any composition or arrangement with any creditor of any Security
      Party;
	 	 	 
	 	(c)	the taking, variation,
      compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or
      security over assets of, any Security Party 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 realize the full value of any security;
	 	 	 


 



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	 	(d)	any incapacity
    or lack of power, authority or legal personality of or dissolution or change in the corporate or company structure or status
    of a Security Party or any other person (including without limitation any change in the holding of such Security Party’s
    or other person’s Equity Interests);
	 	 	 
	 	(e)	any amendment to
    or replacement of a Finance Document, a Master Agreement or any other document or security;
	 	 	 
	 	(f)	any unenforceability,
    illegality or invalidity of any obligation of any Security Party or any other person under any Finance Document, any Master
    Agreement or any other document or security;
	 	 	 
	 	(g)	any bankruptcy,
    insolvency or similar proceedings; or
	 	 	 
	 	(h)	any other circumstance
    whatsoever that might otherwise constitute a defense available to, or a legal or equitable discharge of, any Security Party.


 


	16A.6	Waiver
    of promptness, etc. The Guarantor hereby unconditionally and irrevocably waives promptness,
    diligence, notice of acceptance, presentment, demand for performance, notice of non-performance, default, acceleration, protest
    or dishonor and any other notice with respect to any of the Guaranteed Swap Obligations and this guarantee and any requirement
    that a Creditor Party protect, secure, perfect or insure any Security Interest or any property subject thereto or exhaust
    any right or take any action against any Security Party or any other person or entity or any Collateral.
	 	 
	16A.7	Waiver
    of revocation, etc. Each of the Borrowers hereby unconditionally and irrevocably waives
    any right to revoke this guarantee.
	 	 
	16A.8	Waiver
    of certain defenses. Each of the Borrowers hereby unconditionally and irrevocably waives:


 


	 	(a)	any
    defense arising by reason of any claim or defense based upon an election of remedies by a Creditor Party that in any manner
    impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification
    rights of each of the Borrowers or other rights of each of the Borrowers to proceed against any other Borrower, any of the
    other Security Parties, any other guarantor or any other person or entity or any Collateral; and
	 	 	 
	 	(b)	any defense based
    on any right of set-off or counterclaim against or in respect of the obligations of each of the Borrowers hereunder.


 



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	16A.9	Waiver
    of disclosure, etc. Each of the Borrowers hereby unconditionally and irrevocably waives
    any duty on the part of any Creditor Party to disclose to the such Borrower any matter, fact or thing relating to the business,
    condition (financial or otherwise), operations, performance, properties or prospects of the other Borrowers, any other Security
    Party or any of their respective subsidiaries now or hereafter known by any Creditor Party.
	 	 
	16A.10	Immediate
    recourse. Each of the Borrowers 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 before claiming from such Borrower under this Clause 16A. This waiver applies irrespective of any law or any
    provision of a Finance Document or Master Agreement to the contrary.
	 	 
	16A.11	Acknowledgment
    of benefits. Each of the Borrowers acknowledges that it will receive substantial direct
    and indirect benefits from the financing arrangements contemplated by the Finance Documents and the Master Agreements and
    that the waivers set forth in this Clause 16A are knowingly made in contemplation of such benefits.
	 	 
	16A.12	Independent
    obligations. The obligations of each of the Borrowers under or in respect of this guarantee
    are independent of the Guaranteed Swap Obligations or any other obligations of the Borrowers or any other Security Party under
    or in respect of the Finance Documents, and a separate action or actions may be brought and prosecuted against each Borrower
    to enforce this guarantee irrespective of whether any action is brought against any of the other Borrowers or any other Security
    Party or whether any other Borrower or any other Security Party is joined in any such action or actions.
	 	 
	16A.13	Deferral
    of Borrower’s rights. Until the Guaranteed Swap Obligations have been irrevocably
    paid and performed in full and unless the Agent otherwise directs, each of the Borrowers will not exercise any rights which
    it may have by reason of performance by it of its obligations under the Finance Documents or the Master Agreements:


 


	 	(a)	to
    be indemnified by another Security Party;
	 	 	 
	 	(b)	to claim any contribution
    from any other guarantor of any Security Party’s obligations under the Finance Documents or the Master Agreements; and/or
	 	 	 
	 	(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, the Master Agreements or of any other guarantee or security taken pursuant to, or in connection with, the Finance
    Documents or the Master Agreements by any Creditor Party.


 



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	16A.14	Limitation
    of liability. Each of the Borrowers and each of the Creditor Parties hereby confirms that
    it is its intention that the Guaranteed Swap Obligations not constitute a fraudulent transfer or conveyance for purposes of
    the United States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
    law. To effectuate the foregoing intention, each of the Borrowers and each of the Creditor Parties hereby irrevocably agrees
    that the Guaranteed Swap Obligations guaranteed by each of the Borrowers shall be limited to such amount as will, after giving
    effect to such maximum amount and all other (contingent or otherwise) liabilities of the relevant Borrower that are relevant
    under such laws, result in the Guaranteed Swap Obligations of such Borrower in respect of such maximum amount not constituting
    a fraudulent transfer or conveyance.
	 	 
	16A.15	Reliance
    of Creditor Parties. Each of the Creditor Parties has entered into this Agreement in reliance
    upon, among other things, this guarantee.
	 	 
	17.	PAYMENTS
    AND CALCULATIONS
	 	 
	17.2	Currency
    and method of payments. All payments to be made by the Lenders or by the Security Parties
    under a Finance Document shall be made to the Agent or to the Security Trustee, in the case of an amount payable to it:


 


	 	(a)	by
    not later than 11:00 a.m. (New York City time) on the due date;
	 	 	 
	 	(b)	in same day Dollar
    funds settled through the New York Clearing House Interbank Payments System (or in such other Dollar funds and/or settled
    in such other manner as the Agent shall specify as being customary at the time for the settlement of international transactions
    of the type contemplated by this Agreement);
	 	 	 
	 	(c)	in the case of
    an amount payable by a Lender to the Agent or by another Security Party to the Agent or any Lender, to the account of the
    Agent as the Agent may from time to time notify to the Borrowers, the other Security Parties and the other Creditor Parties;
    and
	 	 	 
	 	(d)	in the case of
    an amount payable to the Security Trustee, to such account as it may from time to time notify to the Borrowers and the other
    Creditor Parties.


 


	17.3	Payment
    on non-Business Day. If any payment by any Security Party under a Finance Document would
    otherwise fall due on a day which is not a Business Day:


 


	 	(a)	the
    due date shall be extended to the next succeeding Business Day; or
	 	 	 
	 	(b)	if the next succeeding
    Business Day falls in the next calendar month, the due date shall be brought forward to the immediately preceding Business
    Day;


 


	 	and interest shall be payable during any extension
    under paragraph (a) at the rate payable on the original due date.
	 	 
	17.4	Basis
    for calculation of periodic payments. All interest, commitment fee and any other payments
    under any Finance Document which are of an annual or periodic nature shall accrue from day to day and shall be calculated
    on the basis of the actual number of days elapsed and a 360 day year.
	 	 
	17.5	Distribution
    of payments to Creditor Parties. Subject to Clauses 17.5, 17.6 and 17.7


 



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	 	(a)	any
    amount received by the Agent under a Finance Document for distribution or remittance to a Lender, a Swap Counterparty or the
    Security Trustee shall be made available by the Agent to that Lender, that Swap Counterparty or, as the case may be, the Security
    Trustee by payment, with funds having the same value as the funds received, to such account as the Lender, the Swap Counterparty
    or the Security Trustee may have notified to the Agent not less than five (5) Business Days previously; and
	 	 	 
	 	(b)	amounts to be applied
    in satisfying amounts of a particular category which are due to the Lenders and/or Swap Counterparty generally shall be distributed
    by the Agent to each Lender and each Swap Counterparty pro rata to the amount in that category which is due to it.


 


	17.6	Permitted
    deductions by Agent. Notwithstanding any other provision of this Agreement or any other
    Finance Document, the Agent may, before making an amount available to a Lender or a Swap Counterparty, deduct and withhold
    from that amount any sum which is then due and payable to the Agent from that Lender or that Swap Counterparty under any Finance
    Document or any sum which the Agent is then entitled under any Finance Document to require that Lender or that Swap Counterparty
    to pay on demand.
	 	 
	17.7	Agent
    only obliged to pay when monies received. Notwithstanding any other provision of this Agreement
    or any other Finance Document, the Agent shall not be obliged to make available to the Borrowers or any Lender or any Swap
    Counterparty any sum which the Agent is expecting to receive for remittance or distribution to the Borrowers or that Lender
    or that Swap Counterparty until the Agent has satisfied itself that it has received that sum.
	 	 
	17.8	Refund
    to Agent of monies not received. If and to the extent that the Agent makes available a sum
    to the Borrowers or a Lender or a Swap Counterparty, without first having received that sum, the Borrowers or (as the case
    may be) the Lender or the Swap Counterparty concerned shall, on demand:


 


	 	(a)	refund
    the sum in full to the Agent; and
	 	 	 
	 	(b)	pay to the Agent
    the amount (as certified by the Agent) which will indemnify the Agent against any funding or other loss, liability or expense
    incurred by the Agent as a result of making the sums available before receiving it.


 

	17.9	Agent
      may assume receipt. Clause 17.7 shall not affect any claim which the Agent has under the
        law of restitution, and applies irrespective of whether the Agent had any form of notice that it had not received the sum
        which it made available.
	 	 
	17.10	Creditor
      Party accounts. Each Creditor Party shall maintain accounts showing the amounts owing to
        it by the Borrowers and each other Security Party under the Finance Documents and all payments in respect of those amounts
        made by the Borrowers and any other Security Party.
	 	 


 



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	17.11	Agent’s
    memorandum account. The Agent shall maintain a memorandum account showing the amounts advanced
    by the Lenders and all other sums owing to the Agent, the Security Trustee and each Lender from the Borrowers and each other
    Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrowers and any other
    Security Party.
	 	 
	17.12	Accounts
    prima facie evidence. If any accounts maintained under Clauses 17.9 and 17.10 show an amount
    to be owing by the Borrowers or any other Security Party to a Creditor Party, those accounts shall be prima facie evidence
    that that amount is owing to that Creditor Party.
	 	 
	18.	APPLICATION
    OF RECEIPTS
	 	 
	18.1	Normal
    order of application. Except as any Finance Document may otherwise provide, any sums which
    are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied:


 


	 	(a)	FIRST:
    in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreements in the
    following order and proportions:


 


	 	(i)	first,
    in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents
    and the Master Agreements other than those amounts referred to at paragraphs (ii) and (iii) (including, but without limitation,
    all amounts payable by the Borrowers’ under Clauses 21, 22 and 23 of this Agreement or by the Borrowers or any other
    Security Party under any corresponding or similar provision in any other Finance Document or under any of the Master Agreements);
	 	 	 
	 	(ii)	second,
    in or towards satisfaction pro rata of (x) any and all amounts of interest or default interest payable to the Creditor Parties
    under the Finance Documents and (y) any and all amounts of interest and default interest payable to each Swap Counterparty
    (and, for this purpose, the expression “interest” shall include any net amount which the Borrowers or any of them
    shall have become liable to pay or deliver under Section 9(h) of any Master Agreement but shall have failed to pay or deliver
    to the relevant Swap Counterparty at the time of application or distribution under this Clause 18); and
	 	 	 
	 	(iii)	third, in
    or towards satisfaction pro rata of (x) any and all amounts of principal payable to the Lenders under this Agreement and (y)
    in or toward satisfaction of the Swap Exposure of each Swap Counterparty (calculated as at the actual Early Termination Date
    applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as
    if an Early Termination Date occurred on the date of application or distribution hereunder);


 



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	 	(b)	SECOND:
    in retention of an amount equal to any amount not then due and payable under any Finance Document or any Master Agreement
    but which the Agent, by notice to the Borrowers, the other Security Parties and the other Creditor Parties, states in its
    opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction
    of them in accordance with the provisions of Clause 18.1(a); and
	 	 	 
	 	(c)	THIRD: any surplus
    shall be paid to the Borrowers or to any other person appearing to be entitled to it.


 


	18.2	Variation
    of order of application. The Agent may, with the authorization of the Majority Lenders and
    the Swap Counterparties, by notice to the Borrowers, the other Security Parties and the other Creditor Parties provide for
    a different manner of application from that set out in Clause 18.1 either as regards a specified sum or sums or as regards
    sums in a specified category or categories.
	 	 
	18.3	Notice
    of variation of order of application. The Agent may give notices under Clause 18.2 from
    time to time; and such a notice may be stated to apply not only to sums which may be received or recovered in the future,
    but also to any sum which has been received or recovered on or after the third Business Day before the date on which the notice
    is served.
	 	 
	18.4	Appropriation
    rights overridden. This Clause 18 and any notice which the Agent gives under Clause 18.2
    shall override any right of appropriation possessed, and any appropriation made, by the Borrowers or any other Security Party.
	 	 
	18.5	Payments
    in excess of Contribution.


 

	 	(a)	If
      any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, counterclaim
      or otherwise) in excess of its Contribution, such Lender shall forthwith purchase from the other Lenders such participation
      in their respective Contributions as shall be necessary to share the excess payment ratably with each of them, provided
        that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from
      each other Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent
      of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (a) the
      amount of such Lender’s required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest
      or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered.
	 	 	 


 



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	 	(b)	The Borrowers agrees
    that any Lender so purchasing a participation from another Lender pursuant to this Clause 18.5 may, to the fullest extent
    permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation
    as fully as if such Lender were the direct creditor of the Borrowers in the amount of such participation.
	 	 	 
	 	(c)	Notwithstanding
    paragraphs (a) and (b) of this Clause 18.5, any Lender which shall have commenced or joined (as a plaintiff) in an action
    or proceeding in any court to recover sums due to it under any Finance Document and pursuant to a judgment obtained therein
    or a settlement or compromise of that action or proceeding shall have received any amount, such Lender shall not be required
    to share any proportion of that amount with a Lender which has the legal right to, but does not, join such action or proceeding
    or commence and diligently prosecute a separate action or proceeding to enforce its rights in the same or another court.
	 	 	 
	 	(d)	Each Lender exercising
    or contemplating exercising any rights giving rise to a receipt or receiving any payment of the type referred to in this Clause
    18.5 or instituting legal proceedings to recover sums owing to it under this Agreement shall, as soon as reasonably practicable
    thereafter, give notice thereof to the Agent who shall give notice to the other Lenders.


 


	19.	APPLICATION
    OF EARNINGS, SALES PROCEEDS, INSURANCE PROCEEDS AND RETENTION ACCOUNT
	 	 
	19.1	General. From the first Drawdown Date until the Total Commitments have terminated and all amounts
    payable hereunder have been paid in full, the Borrowers undertakes with each Creditor Party to comply or cause compliance
    with the following provisions of this Clause 19 except as the Agent, with the consent of the Majority Lenders, may approve
    from time to time in writing, such approval not to be unreasonably withheld, conditioned or delayed.
	 	 
	19.2	Payment
    of Earnings. The Borrowers undertakes with each Creditor Party to ensure that subject only
    to the provisions of any Charter Assignment or Earnings Assignment, all of the Earnings of each Ship are paid to the Earnings
    Account for such Ship.
	 	 
	19.3	Location
    of Accounts. The Borrowers shall promptly:


 


	 	(a)	comply
    with any requirement of the Agent as to the location or re-location of the Earnings Accounts and the Retention Account; and
	 	 	 
	 	(b)	execute the Account
    Pledge with respect to each Earnings Account and the Retention Account and/or any other documents which the Agent specifies
    to create or maintain in favor of the Security Trustee a Security Interest over (and/or rights of set-off, consolidation or
    other rights in relation to) any of the Earnings Accounts and the Retention Account.


 


	19.4	Borrowers’
    obligations unaffected. The provisions of this Clause 19 do not affect:


 



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	 	(a)	the
    liability of the Borrowers to make payments of principal and interest on the due dates; or
	 	 	 
	 	(b)	any other liability
    or obligation of the Borrowers or any other Security Party under any Finance Document.


 


	19.5	Interest
    accrued on Retention Account. Any credit balance on the Retention Account shall bear interest
    at the rate from time to time offered by the Account Bank to the Borrowers and such interest shall be paid to the Retention
    Account and applied in accordance with Clause 19.7(b). 
	 	 
	19.6	Debt
    for expenses etc. The Agent shall be entitled (but not obliged) from time to time to debit
    the Retention Account with prior notice to the Borrowers in order to discharge any amount due and payable under Clause 21
    or Clause 22 to a Creditor Party or payment of which any Creditor Party has become entitled to demand under Clause 21 or 22
    .
	 	 
	19.7	Retention
    Account: credits and withdrawals


 


	 	(a)	The
    Borrowers undertake with the Credit Parties that they will, from the Effective Date and for so long as any moneys are owing
    under the Finance Documents, on each Retention Date for a Tranche of the Loan pay to the Agent for credit to the Retention
    Account, the Retention Amount for the applicable Tranche of the Loan for such Retention Date less any amounts credited to
    the Retention Account pursuant to Section 19.5 provided however that, to the extent that there are moneys standing to the
    credit of the Earnings Account for the Ship which is the subject of such Tranche as at the relevant Retention Date, such moneys
    shall, up to an amount equal to the Retention Amount, be transferred to the Retention Account on that Retention Date.
	 	 	 
	 	(b)	Unless and until
    there shall occur an Event of Default (whereupon the provisions of Clause 20.4 shall apply), all Retention Amounts credited
    to the Retention Account together with interest from time to time accruing or at any time accrued on any amounts standing
    to the credit of the Retention Account from time to time, shall be applied by the Agent upon each Repayment Date and/or on
    each day that interest is payable pursuant to Clause 7, in or towards payment to the Lenders of (i) the relevant installment
    then falling due for repayment or, as the case may be, (ii) the relevant amount of interest then due.  Each such application
    by the Agent shall constitute a payment in or towards satisfaction of the Borrowers’ corresponding payment obligations
    under this Agreement but shall be strictly without prejudice to the obligations of the Borrowers to make any such payment
    to the extent that the aforesaid application by the Agent is insufficient to meet the same.
	 	 	 
	 	(c)	Unless the Agent
    otherwise agrees in writing, the Borrowers shall not be entitled to withdraw any moneys from the Retention Account at any
    time from the Effective Date and so long as any moneys are owing under the Finance Documents.


 



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	19.8	Earnings
    Account Balance. On and after the Drawdown Date of the Delivery Advance for a Ship, the
    Borrower that is the owner of such Ship shall maintain in its Earnings Account a minimum balance of $200,000 at all times.
	 	 
	20.	EVENTS
    OF DEFAULT
	 	 
	20.1	Events
    of Default.  An Event of Default occurs if:


 


	 	(a)	the
    Borrowers or any other Security Party fails to pay when due any principal or interest payable under a Finance Document or
    under any document relating to a Finance Document, unless its failure to pay is caused by a technical or administrative error
    (which is not caused by and is beyond the control of the Borrowers) and payment is made within two  (2) Business Days
    of its due date, or, in the case of all other amounts and sums payable on demand, within five (5) Business Days after the
    date when first demanded; or
	 	 	 
	 	(b)	any breach occurs
    of any of Clauses 8.9, 9.2(a), 11.2(b), 11.2(e), 11.2(o) or 11.2(p); or
	 	 	 
	 	(c)	any breach by a
    Borrower or any other Security Party occurs of any provision of a Finance Document (other than a breach covered by paragraphs
    (a), (b) or (e) of this Clause 20.1) which, in the opinion of the Majority Lenders, is capable of remedy, and such default
    continues unremedied 10 days after written notice from the Agent requesting action to remedy the same; or
	 	 	 
	 	(d)	 (subject
    to any applicable grace period specified in the Finance Document) any breach by a Borrower or any other Security Party occurs
    of any provision of a Finance Document (other than a breach falling within paragraphs (a), (b), (c) or (e) of this Clause
    20.1); or
	 	 	 
	 	(e)	any representation,
    warranty or statement made or repeated by, or by an officer or director of, a Borrower or any other Security Party in a Finance
    Document or in the Drawdown Notice or any other notice or document relating to a Finance Document is untrue or materially
    misleading when it is made or repeated; or
	 	 	 
	 	(f)	an event of default,
    or an event or circumstance which, with the giving of any notice, the lapse of time or both would constitute an event of default,
    has occurred on the part of a Security Party under any contract or agreement in excess of $5,000,000 (other than the Finance
    Documents and the Master Agreements) to which such Security Party, and such event of default has not been cured within any
    applicable grace period;
	 	 	 
	 	(g)	any Financial Indebtedness
    of a Security Party in excess of $5,000,000 is not paid when due (or if there is an applicable grace period within such applicable
    grace period) or, only in the case of sums payable on demand, when first demanded, except for any such Financial Indebtedness
    which is being contested by such Security Party in good faith and through appropriate proceedings and in a manner that does
    not involve any risk of sale, forfeiture, loss, confiscation or seizure of the Ship owned by such Security Party; or
	 	 	 






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	 	(h)	any Security Party
      shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally,
      or shall make a general assignment for the benefit of creditors; or
	 	 	 
	 	(i)	any proceeding
      shall be instituted by or against any Security Party seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation,
      winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating
      to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment
      of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, and solely
      in the case of an involuntary proceeding:


 


	 	(i)	such
    proceeding shall remain undismissed or unstayed for a period of 60 days; or
	 	 	 
	 	(ii)	any of the actions
    sought in such involuntary proceeding (including, without limitation, the entry of an order for relief against, or the appointment
    of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur;
    or


 


	 	(j)	all
    or a material part of the undertakings, assets, rights or revenues of, or shares or other ownership interest in, any Security
    Party are seized, nationalized, expropriated or compulsorily acquired by or under authority of any government; or
	 	 	 
	 	(k)	a creditor attaches
    or takes possession of, or a distress, execution, sequestration or process (each an “action”) is
    levied or enforced upon or sued out against, a material part of the undertakings, assets, rights or revenues (the “assets”)
    of any Security Party in relation to a claim by such creditor which, in the reasonable opinion of the Majority Lenders, is
    likely to materially and adversely affect the ability of such Security Party to perform all or any of its material obligations
    under or otherwise to comply with the terms of any Finance Document to which it is a party and such Security Party does not
    procure that such action is lifted, released or expunged within 20 Business Days of such action being (i) instituted and (ii)
    notified to such Security Party; or
	 	 	 
	 	(l)	any Security Party
    ceases or suspends or threatens to cease or suspend the carrying on of its business, except in the case of a sale or a proposed
    sale of  a Ship by the Borrower that owns such Ship; or
	 	 	 


 

	 	(m)	a Ship becomes
      a Total Loss or suffers a Major Casualty and (i) in the case of a Total Loss, insurance proceeds are not collected or received
      by the Security Trustee from the underwriters or the Borrowers have not repaid the Tranche relating to the lost Ship within
      180 days of the Total Loss Date or (ii) in the case of a Major Casualty, such Ship has not been otherwise repaired in a proper
      fashion; or
	 	 	 
	 	(n)	it becomes unlawful
      or impossible:


 



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	 	(i)	for
    any Security Party to discharge any liability under a Finance Document or to comply with any other obligation which the Majority
    Lenders consider material under a Finance Document;
	 	 	 
	 	(ii)	for the Agent,
    the Security Trustee, the Lenders or a Swap Bank to exercise or enforce any right under, or to enforce any Security Interest
    created by, a Finance Document; or


 


	 	(o)	any
    consent necessary to enable any of the Borrowers to own, operate or charter the Ship owned by it or to enable the Borrowers
    or any other Security Party to comply with any provision which the Majority Lenders consider material of a Finance Document
    or a Charter is not granted, expires without being renewed, is revoked or becomes liable to revocation or any condition of
    such a consent is not fulfilled; or
	 	 	 
	 	(p)	any material provision
    of a Finance Document proves to have been or becomes invalid or unenforceable, or a Security Interest created by a Finance
    Document proves to have been or becomes invalid or unenforceable or such a Security Interest proves to have ranked after,
    or loses its priority to, another Security Interest or any other third party claim or interest;
	 	 	 
	 	(q)	there occurs or
    develops a change in the financial position, state of affairs or prospects of a Security Party which, in the reasonable opinion
    of the Majority Lenders, has a material adverse effect on such Security Party’s ability to discharge its liabilities
    under the Finance Documents as they fall due;
	 	 	 
	 	(r)	an ERISA Funding
    Event or an ERISA Termination Event has occurred and is continuing which, in the reasonable opinion of the Majority Lenders,
    could reasonably be expected to result in a material adverse effect on the Security Parties’ business, assets or financial
    conditions or which may affect the legality, validity, binding effect and/or enforceability of any of the Finance Documents
    or the Master Agreements; or
	 	 	 
	 	(s)	an Event of Default
    as defined in Section 14 of a Master Agreement occurs.


 


	20.2	Actions
    following an Event of Default. On, or at any time after, the occurrence of an Event of Default:


 


	 	(a)	the
    Agent may, and if so instructed by the Majority Lenders, the Agent shall:


 

	 	(i)	serve
      on the Borrowers a notice stating that the Commitments and all other obligations of each Lender to the Borrowers under this
      Agreement are cancelled; and/or
	 	 	 


 



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	 	(ii)	serve on the Borrowers
    a notice stating that the Loan, all accrued interest and all other amounts accrued or owing under this Agreement are immediately
    due and payable or are due and payable on demand, provided that in the case of an Event of Default under either of
    Clauses 20.1(h) or (i), the Loan and all accrued interest and other amounts accrued or owing hereunder shall be deemed immediately
    due and payable without notice or demand therefor; and/or
	 	 	 
	 	(iii)	take any other
    action which, as a result of the Event of Default or any notice served under paragraph (i) or (ii), the Agent and/or the Lenders
    are entitled to take under any Finance Document or any applicable law; and/or


 


	 	(b)	the
    Security Trustee may, and if so instructed by the Agent, acting with the authorization of the Majority Lenders, the Security
    Trustee shall, take any action which, as a result of the Event of Default or any notice served under paragraph (a) (i) or
    (ii), the Security Trustee, the Agent and/or the Lenders and/or any Swap Counterparties are entitled to take under any Finance
    Document or any applicable law.


 


	20.3	Termination
    of Commitments. On the service of a notice under Clause 20.2(a)(i), the Commitments and
    all other obligations of each Lender to the Borrowers under this Agreement shall be cancelled.
	 	 
	20.4	Acceleration
    of Loan. On the service of a notice under Clause 20.2(a)(ii), the Loan, all accrued interest
    and all other amounts accrued or owing from the Borrowers or any other Security Party under this Agreement and every other
    Finance Document shall become immediately due and payable or, as the case may be, payable on demand, and the Security Trustee
    shall forthwith be entitled to enforce the Security Interests created by this Agreement and any other Finance Document in
    any manner available to it and in such sequence as the Security Trustee may, in its absolute discretion, determine.
	 	 
	20.5	Multiple
    notices; action without notice. The Agent may serve notices under Clauses 20.2(a)(i) and
    (ii) simultaneously or on different dates and it and/or the Security Trustee may take any action referred to in Clause 20.2
    if no such notice is served or simultaneously with or at any time after the service of both or either of such notices.
	 	 
	20.6	Notification
    of Creditor Parties and Security Parties. The Agent shall send to each Lender, each Swap
    Counterparty, the Security Trustee and each Security Party a copy of the text of any notice which the Agent serves on the
    Borrowers under Clause 20.2 together with the text of any similar notice served on the Borrowers under any of the Master Agreements.
    Such notice shall become effective when it is served on the Borrowers, and no failure or delay by the Agent to send a copy
    or the text of the notice to any other person shall invalidate the notice or provide the Borrowers or any Security Party with
    any form of claim or defense.
	 	 


 



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	20.7	Creditor
      Party rights unimpaired. Nothing in this Clause shall be taken to impair or restrict the
        exercise of any right given to individual Lenders or a Swap Counterparty under a Finance Document, a Master Agreement or the
        general law; and, in particular, this Clause is without prejudice to Clause 3.1.
	 	 
	20.8	Exclusion
      of Creditor Party liability. No Creditor Party, and no receiver or manager appointed by
        the Security Trustee, shall have any liability to any Security Party:


 


	 	(a)	for
    any loss caused by an exercise of rights under, or enforcement of a Security Interest created by, a Finance Document or by
    any failure or delay to exercise such a right or to enforce such a Security Interest; or
	 	 	 
	 	(b)	as mortgagee in
    possession or otherwise, for any income or principal amount which might have been produced by or realized from any asset comprised
    in such a Security Interest or for any reduction (however caused) in the value of such an asset,


 


	 	provided that nothing in this Clause
    20.8 shall exempt a Creditor Party or a receiver or manager from liability for losses shown to have been caused by the gross
    negligence or the willful misconduct of such Creditor Party’s own officers and employees or (as the case may be) such
    receiver’s or manager’s own partners or employees.
	 	 
	20.9	POSITION
    OF SWAP COUNTERPARTIES. Neither the Agent nor the Security Trustee shall be obliged, in
    connection with any action taken or proposed to be taken under or pursuant to the foregoing provisions of this Clause 20,
    to have any regard to the requirements of a Swap Counterparty except to the extent such Swap Counterparty is also a Lender.
	 	 
	21.	FEES
    AND EXPENSES
	 	 
	21.1	Arrangement,
    commitment and up front fees. The Borrowers shall pay to the Agent:


 


	 	(a)	for
    the account of the Arranger an upfront arrangement fee in such amount as set forth in the relevant Fee Letter within sixty
    (60) days after the Effective Date;
	 	 	 
	 	(b)	quarterly in arrears
    during the period from (and including) the Effective Date until the undrawn portion of the Total Commitments is permanently
    reduced to zero, for the account of the Lenders, a commitment fee at the rate of 1.10% per annum on the amount of the Total
    Commitments less the amount of the Loan, for distribution among the Lenders pro rata to their Commitments;
	 	 	 
	 	(c)	for the account
    of the Agent an annual agency fee in the amount of $5,000 per delivered Ship which shall be payable on the Delivery Date of
    such Ship and thereafter on each anniversary of the Effective Date occurring after the year in which such Delivery Date fell;
    and
	 	 	 
	 	(d)	for the account
    of the Lenders, a participation fee in such amount as set forth in the relevant Fee Letter which shall be paid within sixty
    (60) days after the Effective Date and shall be distributed pro rata to each Lender in proportion to which its Commitment
    bears to the Total Commitments.


 



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	21.2	Costs
    of negotiation, preparation etc. The Borrowers shall pay to the Agent on its demand the
    amount of all expenses incurred by the Agent or the Security Trustee in connection with the negotiation, preparation, execution
    or registration of any Finance Document or any related document or with any transaction contemplated by a Finance Document
    or a related document, including, without limitation, the reasonable fees and disbursements of a Creditor Party’s legal
    counsel and any local counsel retained by them.
	 	 
	21.3	Costs
    of variations, amendments, enforcement etc. The Borrowers shall pay to the Agent, on the
    Agent’s demand, for the account of the Creditor Party concerned, the amount of all expenses incurred by a Creditor Party
    in connection with:


 


	 	(a)	any
    amendment or supplement to a Finance Document, or any proposal for such an amendment to be made;
	 	 	 
	 	(b)	any consent or
    waiver by the Lenders, the Swap Banks, the Majority Lenders or the Creditor Party concerned under or in connection with a
    Finance Document, or any request for such a consent or waiver;
	 	 	 
	 	(c)	the valuation of
    any Collateral provided or offered under Clause 15 or any other matter relating to such Collateral; or
	 	 	 
	 	(d)	any step taken
    by the Security Trustee, a Lender or Swap Bank with a view to the protection, exercise or enforcement of any right or Security
    Interest created by a Finance Document or for any similar purpose.


 


	 	There shall be recoverable under paragraph (d)
    the full amount of all reasonable legal expenses, whether or not such as would be allowed under rules of court or any taxation
    or other procedure carried out under such rules.
	 	 
	21.4	Documentary
    taxes. The Borrowers shall promptly pay any tax payable on or by reference to any Finance
    Document, and shall, on the Agent’s demand, fully indemnify each Creditor Party against any claims, expenses, liabilities
    and losses resulting from any failure or delay by the Borrowers to pay such a tax.
	 	 
	21.5	Certification
    of amounts. A notice which is signed by an officer of a Creditor Party, which states that
    a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 21 and which indicates (without necessarily
    specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie
    evidence that the amount, or aggregate amount, is due.
	 	 
	22.	INDEMNITIES
	 	 
	22.1	Indemnities
    regarding borrowing and repayment of Loan. The Borrowers shall fully indemnify the Agent
    and each Lender on the Agent’s demand and the Security Trustee on its demand in respect of all claims, expenses, liabilities
    and losses which are made or brought against or incurred by that Creditor Party, or which that Creditor Party reasonably and
    with due diligence estimates that it will incur, as a result of or in connection with:


 



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	 	(a)	the
    Advance not being borrowed on the date specified in the Drawdown Notice for any reason other than a default by the Lender
    claiming the indemnity;
	 	 	 
	 	(b)	the receipt or
    recovery of all or any part of the Loan or an overdue sum otherwise than on the last day of an Interest Period or other relevant
    period;
	 	 	 
	 	(c)	any failure (for
    whatever reason) by the Borrowers to make payment of any amount due under a Finance Document on the due date or, if so payable,
    on demand (after giving credit for any default interest paid by the Borrowers on the amount concerned under Clause 7); or
	 	 	 
	 	(d)	the occurrence
    of an Event of Default or a Potential Event of Default and/or the acceleration of repayment of the Loan under Clause 20.
	 	 	 


 


	 	It
    is understood that the indemnities provided in this Clause 22.1 shall not apply to any claim cost or expense which is a tax
    levied by a taxing authority on the indemnified party (which taxes are subject to indemnity solely as provided in Clause 23
    below) but shall apply to any other costs associated with any tax which is not a Non-indemnified Tax.
	 	 
	22.2	Breakage
    costs. Without limiting its generality, Clause 22.1 covers any claim, expense, liability
    or loss incurred by a Lender:


 


	 	(a)	in
    liquidating or employing deposits from third parties acquired or arranged to fund or maintain all or any part of its Contribution
    and/or any overdue amount (or an aggregate amount which includes its Contribution or any overdue amount); and
	 	 	 
	 	(b)	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 arising under this Agreement
    or that part which the Lender concerned determines is fairly attributable to this Agreement of the amount of the liabilities,
    expenses or losses (including losses of prospective profits) incurred by it in terminating, or otherwise in connection with,
    a number of transactions of which this Agreement is one, provided, however, that such claim, expense, liability or loss shall
    not include the actual Swap Exposure of either Swap Counterparty to that extent that such amount is covered by Clause 18.1(a)(iii).


 


	22.3	Miscellaneous
    indemnities. The Borrowers shall fully indemnify each Creditor Party severally on their
    respective demands in respect of all claims, expenses, liabilities and losses which may be made or brought against or incurred
    by a Creditor Party, in any country, as a result of or in connection with:


 



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	 	(a)	any
    action taken, or omitted or neglected to be taken, under or in connection with any Finance Document by the Agent, the Security
    Trustee or any other Creditor Party or by any receiver appointed under a Finance Document; or
	 	 	 
	 	(b)	any other Pertinent
    Matter,
	 	 	 
	 	 	other than claims, expenses, liabilities and
    losses which are shown to have been caused by the dishonesty or willful misconduct or gross negligence of the officers or
    employees of the Creditor Party concerned.
	 	 	 
	 	 	Without prejudice to its generality, this Clause 22.3 covers any
    claims, expenses, liabilities and losses which arise, or are asserted, under or in connection with any law relating to safety
    at sea, the ISM Code, the ISPS Code or any Environmental Law.


 


	22.4	Currency
    indemnity. If any sum due from the Borrowers or any other Security Party to a Creditor Party
    under a Finance Document or under any order or judgment relating to a Finance Document has to be converted from the currency
    in which the Finance Document provided for the sum to be paid (the “Contractual Currency”)
    into another currency (the “Payment Currency”) for the purpose of:


 


	 	(a)	making
    or lodging any claim or proof against the Borrowers or any other Security Party, whether in its liquidation, any arrangement
    involving it or otherwise; or
	 	 	 
	 	(b)	obtaining an order
    or judgment from any court or other tribunal; or
	 	 	 
	 	(c)	enforcing any such
    order or judgment,
	 	 	 
	 	 	the Borrowers shall indemnify
    the Creditor Party concerned against the loss arising when the amount of the payment actually received by that Creditor Party
    is converted at the available rate of exchange into the Contractual Currency.
	 	 	 
	 	 	In this Clause 22.4, the “available
    rate of exchange” means the rate at which the Creditor Party concerned is able at the opening of business (London
    time) on the Business Day after it receives the sum concerned to purchase the Contractual Currency with the Payment Currency.
	 	 	 
	 	 	This Clause 22.4 creates a separate liability
    of the Borrowers which is distinct from its other liabilities under the Finance Documents and which shall not be merged in
    any judgment or order relating to those other liabilities.


 

	22.5	Application
      to Master Agreements. For the avoidance of doubt, Clause 22.4 does not apply in respect
        of sums due from any of the Borrowers to a Swap Counterparty under or in connection with a Master Agreement as to which sums
        the provisions of Section 8 (Contractual Currency) of the Master Agreement shall apply.
	 	 
	22.6	Certification
      of amounts. A notice which is signed by an officer of a Creditor Party, which states that
        a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 22 and which indicates (without necessarily
        specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie
        evidence that the amount, or aggregate amount, is due.
	 	 


 



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	22.7	Sums
    deemed due to a Lender. For the purposes of this Clause 22, a sum payable by the Borrowers
    to the Agent or the Security Trustee for distribution to a Lender shall be treated as a sum due to that Lender.
	 	 
	23.	NO
    SET-OFF OR TAX DEDUCTION; TAX INDEMNITY
	 	 
	23.1	No
    deductions. All amounts due from a Security Party under a Finance Document shall be paid:


 


	 	(a)	without
    any form of set-off, cross-claim or condition; and
	 	 	 
	 	(b)	free and clear
    of any tax deduction except a tax deduction which such Security Party is required by law to make.


 


	23.2	Grossing-up
    for taxes. If a Security Party is required by law to make a tax deduction from any payment:


 


	 	(a)	such
    Security Party shall notify the Agent as soon as it becomes aware of the requirement;
	 	 	 
	 	(b)	such Security Party
    shall pay the tax deducted to the appropriate taxation authority promptly, and in any event before any fine or penalty arises;
    and
	 	 	 
	 	(c)	except if the deduction
    is for collection or payment of a Non-indemnified Tax of a Creditor Party, the amount due in respect of the payment shall
    be increased by the amount necessary to ensure that each Creditor Party receives and retains (free from any liability relating
    to the tax deduction) a net amount which, after the tax deduction, is equal to the full amount which it would otherwise have
    received.


 


	23.3	Evidence
    of payment of taxes. Within one (1) month after making any tax deduction, the relevant Security
    Party shall deliver to the Agent documentary evidence satisfactory to the Agent that the tax had been paid to the appropriate
    taxation authority.
	 	 
	23.4	Indemnity
    for taxes. The Borrowers hereby indemnify and agree to hold each Creditor Party harmless
    from and against all taxes other than Non-indemnified Taxes levied on such Creditor Party (including, without limitation,
    taxes imposed on any amounts payable under this Clause 23.4) paid or payable by such person, whether or not such taxes or
    other taxes were correctly or legally asserted. Such indemnification shall be paid within 10 days from the date on which such
    Creditor Party makes written demand therefore specifying in reasonable detail the nature and amount of such taxes or other
    taxes.
	 	 
	23.5	Exclusion
    from indemnity and gross-up for taxes. The Borrowers shall not be required to indemnify
    any Creditor Party for a tax pursuant to Clause 23.4, or to pay any additional amounts to any Creditor Party pursuant to Clause
    23.2, to the extent that the tax is collected by withholding on payments (a “Withholding”)
    and is levied by a Pertinent Jurisdiction of the payer and:


 



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	 	(a)	the
    person claiming such indemnity or additional amounts was not an original party to this agreement and under applicable law
    (after taking into account relevant treaties and assuming that such person has provided all forms it may legally and truthfully
    provided) on the date such person became a party to this Agreement a Withholding would have been required on such payment
    provided that this exclusion shall not apply to the extent such Withholding does not exceed the Withholding that would
    have been applicable if such payment had been made to the person from whom such person acquired its rights under the Agreement
    and this exclusion shall not apply to the extent that such Withholding exceeds the amount of Withholding that would have been
    required under the law in effect on the date such person became a party to this Agreement; or
	 	 	 
	 	(b)	the person claiming
    such indemnity or additional amounts is a Lender who has changed its Lending Office and under applicable law (after taking
    into account relevant treaties and assuming that such Lender has provided all forms it may legally and truthfully provide)
    on the date such Lender changed its Lending Office Withholding would have been required on such payment provided that this
    exclusion shall not apply to the extent such Withholding does not exceed the Withholding that would have been applicable to
    such payment if such Lender had not changed its Lending Office and this exclusion shall not apply to the extent that the Withholding
    exceeds the amount of Withholding that would have been required under the law in effect immediately after such Lender changed
    its Lending Office; or
	 	 	 
	 	(c)	in the case of
    a Lender, to the extent that Withholding would not have been required on such payment if such Lender has complied with its
    obligations to deliver certain tax form pursuant to Section 23.6 below.


 


	23.6	Delivery
    of tax forms.


 


	 	(a)	Upon
    the reasonable request of the Borrowers, each Lender or transferee that is organized under the laws of a jurisdiction outside
    the United States (a “Non-U.S. Lender”) shall deliver to the Agent and the Borrowers two properly completed
    and duly executed copies of either U.S. Internal Revenue Service Form W-8BEN, W-8ECI or W-8IMY or, upon request of the Borrowers
    or the Agent, any subsequent versions thereof or successors thereto, in each case claiming such reduced rate (which may be
    zero) of U.S. Federal withholding tax with respect to payments of interest hereunder as such Non-U.S. Lender may properly
    claim.
	 	 	 
	 	(b)	In addition, in
    the case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code,
    such Non-U.S. Lender shall, when so requested by the Borrowers provide to the Agent and the Borrowers to in addition to the
    W-8BEN required under Section 23.6(a) a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section
    881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrowers
    and is not a controlled foreign corporation related to the Borrowers (within the meaning of Section 864(d)(4) of the Code),
    and such Non-U.S. Lender agrees that it shall promptly notify the Agent in the event any representation in such certificate
    is no longer accurate.
	 	 	 


 



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	 	(c)	Each Non-U.S. Lender
      shall deliver such forms within 20 days after receipt of a written request therefor from the Agent or Borrowers.
	 	 	 
	 	(d)	Notwithstanding
      any other provision of this Clause 23.6, a Non-U.S. Lender shall not be required to deliver any form pursuant to this Clause
      23.7 that such Non-U.S. Lender is not legally entitled to deliver.


 


	23.7	Application
    to Master Agreements. For the avoidance of doubt, Clause 23 does not apply in respect of
    sums due from any of the Borrowers to a Swap Counterparty under or in connection with a Master Agreement as to which sums
    the provisions of Section 2(d) (Deduction or Withholding for Tax) of that Master Agreement shall apply.
	 	 
	24.	ILLEGALITY,
    ETC
	 	 
	24.1	Illegality. This Clause 24 applies if a Lender (the “Notifying Lender”)
    notifies the Agent that it has become, or will with effect from a specified date, become:


 


	 	(a)	unlawful
    or prohibited as a result of the introduction of a new law, an amendment to an existing law or a change in the manner in which
    an existing law is or will be interpreted or applied; or
	 	 	 
	 	(b)	contrary to, or
    inconsistent with, any regulation,
	 	 	 
	 	 	for the Notifying Lender to maintain or give
    effect to any of its obligations under this Agreement in the manner contemplated by this Agreement.


 


	24.2	Notification
    of illegality. The Agent shall promptly notify the Borrowers, the other Security Parties,
    the Security Trustee and the other Lenders of the notice under Clause 24.1 which the Agent receives from the Notifying Lender.
	 	 
	24.3	Prepayment;
    termination of Commitment. On the Agent notifying the Borrowers under Clause 24.2, the Notifying
    Lender’s Commitment shall terminate; and thereupon or, if later, on the date specified in the Notifying Lender’s
    notice under Clause 24.1 as the date on which the notified event would become effective the Borrowers shall prepay the Notifying
    Lender’s Contribution with accrued interest, but without penalty, premium or breakage cost.
	 	 
	24.4	Mitigation. If circumstances arise which would result in a notification under Clause 24.1 then, without
    in any way limiting the rights of the Notifying Lender under Clause 24.3, the Notifying Lender shall use reasonable endeavors
    to transfer its obligations, liabilities and rights under this Agreement and the Finance Documents to another office or financial
    institution not affected by the circumstances but the Notifying Lender shall not be under any obligation to take any such
    action if, in its opinion, to do would or might:


 



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	 	(a)	have
    an adverse effect on its business, operations or financial condition; or
	 	 	 
	 	(b)	involve it in any
    activity which is unlawful or prohibited or any activity that is contrary to, or inconsistent with, any regulation; or
	 	 	 
	 	(c)	involve it in any
    expense (unless indemnified to its satisfaction) or tax disadvantage.


 


	25.	INCREASED
    COSTS
	 	 
	25.1	Increased
    costs. This Clause 25 applies if a Lender (the “Notifying Lender”)
    notifies the Agent that the Notifying Lender considers that as a result of:


 


	 	(a)	the
    introduction or alteration after the date of this Agreement of a law or an alteration after the date of this Agreement in
    the manner in which a law is interpreted or applied (disregarding any effect which relates to the application to payments
    under this Agreement of a Non-Indemnified tax); or
	 	 	 
	 	(a)	complying with
    any regulation (including any which relates to capital adequacy or liquidity controls or which affects the manner in which
    the Notifying Lender allocates capital resources to its obligations under this Agreement) which is introduced, or altered,
    or the interpretation or application of which is altered, after the date of this Agreement, the Notifying Lender (or a parent
    company of it) has incurred or will incur an “increased cost”.


 


	25.2	Meaning
    of “increased costs”. In this Clause 25, “increased costs”
    means, in relation to a Notifying Lender:


 


	 	(a)	an
    additional or increased cost incurred as a result of, or in connection with, the Notifying Lender having entered into, or
    being a party to, this Agreement or having taken an assignment of rights under this Agreement, of funding or maintaining its
    Commitment or Contribution or performing its obligations under this Agreement, or of having outstanding all or any part of
    its Contribution or other unpaid sums;
	 	 	 
	 	(b)	a reduction in
    the amount of any payment to the Notifying Lender under this Agreement or in the effective return which such a payment represents
    to the Notifying Lender or on its capital;
	 	 	 
	 	(c)	an additional or
    increased cost of funding all or maintaining all or any of the advances comprised in a class of advances formed by or including
    the Notifying Lender’s Contribution or (as the case may require) the proportion of that cost attributable to the Contribution;
    or
	 	 	 


 



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	 	(d)	a liability to
      make a payment, or a return foregone, which is calculated by reference to any amounts received or receivable by the Notifying
      Lender under this Agreement;
	 	 	 
	 	(e)	but not an item
      attributable to a change in the rate of tax on the overall net income of the Notifying Lender (or a parent company of it)
      or an item covered by the indemnity for tax in Clause 22.1 or by Clause 23 or an item arising directly out of the implementation
      or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards,
        a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004, in the form existing
      on the date of this Agreement (“Basel II”) or any other law or regulation which implements Basel II (whether such
      implementation, application or compliance is by a government, regulator, Creditor Party or any of its affiliates). For the
      purposes of this Clause 25.2 the Notifying Lender may in good faith allocate or spread costs and/or losses among its assets
      and liabilities (or any class of its assets and liabilities) on such basis as it considers appropriate.


 


	25.3	Notification
    to Borrowers of claim for increased costs. The Agent shall promptly notify the Borrowers
    and the other Security Parties of the notice which the Agent received from the Notifying Lender under Clause 25.1.
	 	 
	25.4	Payment
    of increased costs. The Borrowers shall pay to the Agent, on the Agent’s demand, for
    the account of the Notifying Lender the amounts which the Agent from time to time notifies the Borrowers that the Notifying
    Lender has specified to be necessary to compensate the Notifying Lender for the increased cost.
	 	 
	25.5	Notice
    of prepayment. If the Borrowers are not willing to continue to compensate the Notifying
    Lender for the increased cost under Clause 25.4, the Borrowers may give the Agent not less than 14 days’ notice of its
    intention to prepay the Notifying Lender’s Contribution at the end of an Interest Period.
	 	 
	25.6	Prepayment;
    termination of Commitment. A notice under Clause 25.5 shall be irrevocable; the Agent shall
    promptly notify the Notifying Lender of the Borrowers’ notice of intended prepayment; and:


 


	 	(a)	on
    the date on which the Agent serves that notice, the Commitment of the Notifying Lender shall be cancelled; and
	 	 	 
	 	(b)	on the date specified
    in its notice of intended prepayment, the Borrowers shall prepay (without premium or penalty) the Notifying Lender’s
    Contribution, together with accrued interest thereon at the applicable rate plus the Margin.


 


	25.7	Application
    of prepayment. Clause 8.8 shall apply in relation to the prepayment.
	 	 
	26.	SET-OFF
	 	 
	26.1	Application
    of credit balances. Upon the occurrence and during the continuance of an Event of Default,
    each Creditor Party may without prior notice:


 



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	 	(a)	apply
    any balance (whether or not then due) which at any time stands to the credit of any account in the name of the Borrowers or
    any of them at any office in any country of that Creditor Party in or towards satisfaction of any sum then due from the Borrowers
    or any of them to that Creditor Party under any of the Finance Documents; and
	 	 	 
	 	(b)	for that purpose:


 


	 	(i)	break,
    or alter the maturity of, all or any part of a deposit of the Borrowers or any of them;
	 	 	 
	 	(ii)	convert or translate
    all or any part of a deposit or other credit balance into Dollars; and
	 	 	 
	 	(iii)	enter into any
    other transaction or make any entry with regard to the credit balance which the Creditor Party concerned considers appropriate.


 


	26.2	Existing
    rights unaffected. No Creditor Party shall be obliged to exercise any of its rights under
    Clause 26.1; and those rights shall be without prejudice and in addition to any right of set-off, combination of accounts,
    charge, lien or other right or remedy to which a Creditor Party is entitled (whether under the general law or any document).
	 	 
	26.3	Sums
    deemed due to a Lender. For the purposes of this Clause 26, a sum payable by the Borrowers
    or any of them to the Agent or the Security Trustee for distribution to, or for the account of, a Lender shall be treated
    as a sum due to that Lender; and each Lender’s proportion of a sum so payable for distribution to, or for the account
    of, the Lenders shall be treated as a sum due to such Lender.
	 	 
	26.4	No
    Security Interest. This Clause 26 gives the Creditor Parties a contractual right of set-off
    only, and does not create any Security Interest over any credit balance of the Borrowers or any of them.
	 	 
	27.	TRANSFERS
    AND CHANGES IN LENDING OFFICES
	 	 
	27.1	Transfer
    by Borrowers or Guarantor. Neither the Borrowers nor the Guarantor may, without the consent
    of the Agent, given on the instructions of the Majority Lenders, transfer any of its rights, liabilities or obligations under
    any Finance Document.
	 	 
	27.2	Transfer
    by a Lender. Subject to Clause 27.4, a Lender (the “Transferor Lender”) may
    at any time, with the consent of the Borrowers (such consent not to be unreasonably withheld, conditioned or delayed), cause:


 


	 	(a)	its
    rights in respect of all or part of its Contribution; or
	 	 	 
	 	(b)	its obligations
    in respect of all or part of its Commitment; or
	 	 	 
	 	(c)	a combination of
    (a) and (b),


 



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to
be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by, another bank or financial institution
or trust, fund or other entity reasonably acceptable to the Borrowers (each, a “Transferee Lender”) which (i)
is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial
assets or the securitization or similar transaction of that Transferor Lender’s Contribution or Commitment and (ii) is not
an Affiliate of the Borrowers, by delivering to the Agent a completed certificate in the form set out in Schedule 5 with any modifications
approved or required by the Agent (a “Transfer Certificate”) executed by the Transferor Lender and the Transferee
Lender.


Notwithstanding
the foregoing, any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee shall be determined
in accordance with Clause 31.


 


	27.3	Transfer
    Certificate, delivery and notification. As soon as reasonably practicable after a Transfer
    Certificate is delivered to the Agent, it shall (unless it has reason to believe that the Transfer Certificate may be defective):


 


	 	(a)	sign
    the Transfer Certificate on behalf of itself, the Borrowers, the other Security Parties, the Security Trustee and each of
    the other Lenders;
	 	 	 
	 	(b)	on behalf of the
    Transferee Lender, send to the Borrowers and each other Security Party letters or faxes notifying them of the Transfer Certificate
    and attaching a copy of it;
	 	 	 
	 	(c)	send to the Transferee
    Lender copies of the letters or faxes sent under paragraph (b),
	 	 	 
	 	 	but the Agent shall only be
    obliged to execute a Transfer Certificate delivered to it by the Transferor Lender and the Transferee Lender once it is satisfied
    it has complied with all necessary “know your customer” or other similar checks under all applicable laws
    and regulations to the transfer to that Transferee Lender.


 


	27.4	Effective
    Date of Transfer Certificate. A Transfer Certificate becomes effective on the date, if any,
    specified in the Transfer Certificate as its effective date, provided that it is signed by the Agent under Clause 27.3 on
    or before that date.
	 	 
	27.5	No
    transfer without Transfer Certificate. Except as provided in Clause 27.17, no assignment
    or transfer of any right or obligation of a Lender under any Finance Document is binding on, or effective in relation to,
    the Borrowers, any other Security Party, the Agent or the Security Trustee unless it is effected, evidenced or perfected by
    a Transfer Certificate.
	 	 
	27.6	Lender
    re-organization; waiver of Transfer Certificate. If a Lender enters into any merger, de-merger
    or other reorganization as a result of which all its rights or obligations vest in a successor, the Agent may, if it sees
    fit, by notice to the successor and the Borrowers and the Security Trustee waive the need for the execution and delivery of
    a Transfer Certificate and, upon service of the Agent’s notice, the successor shall become a Lender with the same Commitment
    and Contribution as were held by the predecessor Lender.
	 	 


 



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	27.7	Effect
      of Transfer Certificate. The effect of a Transfer Certificate is as follows:


 


	 	(a)	to
    the extent specified in the Transfer Certificate, all rights and interests (present, future or contingent) which the Transferor
    Lender has under or by virtue of the Finance Documents are assigned to the Transferee Lender absolutely, free of any defects
    in the Transferor Lender’s title and of any rights or equities which the Borrowers or any other Security Party had against
    the Transferor Lender;
	 	 	 
	 	(b)	the Transferor
    Lender’s Commitment is discharged to the extent specified in the Transfer Certificate;
	 	 	 
	 	(c)	the Transferee
    Lender becomes a Lender with the Contribution previously held by the Transferor Lender and a Commitment of an amount specified
    in the Transfer Certificate;
	 	 	 
	 	(d)	the Transferee
    Lender becomes bound by all the provisions of the Finance Documents which are applicable to the Lenders generally, including
    those about pro-rata sharing and the exclusion of liability on the part of, and the indemnification of, the Agent and the
    Security Trustee and, to the extent that the Transferee Lender becomes bound by those provisions (other than those relating
    to exclusion of liability), the Transferor Lender ceases to be bound by them;
	 	 	 
	 	(e)	any part of the
    Loan which the Transferee Lender advances after the Transfer Certificate’s effective date ranks in point of priority
    and security in the same way as it would have ranked had it been advanced by the transferor, assuming that any defects in
    the transferor’s title and any rights or equities of the Borrowers or any other Security Party against the Transferor
    Lender had not existed;
	 	 	 
	 	(f)	the Transferee
    Lender becomes entitled to all the rights under the Finance Documents which are applicable to the Lenders generally, including
    but not limited to those relating to the Majority Lenders and Clause 21, and to the extent that the Transferee Lender becomes
    entitled to such rights, the Transferor Lender ceases to be entitled to them; and
	 	 	 
	 	(g)	in respect of any
    breach of a warranty, undertaking, condition or other provision of a Finance Document or any misrepresentation made in or
    in connection with a Finance Document, the Transferee Lender shall be entitled to recover damages by reference to the loss
    incurred by it as a result of the breach or misrepresentation, irrespective of whether the original Lender would have incurred
    a loss of that kind or amount.
	 	 	 
	 	 	The
    rights and equities of the Borrowers or any other Security Party referred to above include, but are not limited to, any right
    of set off and any other kind of cross-claim.


 



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	27.8	Maintenance
    of register of Lenders. During the Security Period the Agent shall maintain a register in
    which it shall record the name, Commitment, Contribution and administrative details (including the lending office) from time
    to time of each Lender holding a Transfer Certificate and the effective date (in accordance with Clause 27.4) of the Transfer
    Certificate; and the Agent shall make the register available for inspection by any Lender, the Security Trustee and the Borrowers
    during normal banking hours, subject to receiving at least three (3) Business Days’ prior notice.
	 	 
	27.9	Reliance
    on register of Lenders. The entries on that register shall, in the absence of manifest error,
    be conclusive in determining the identities of the Lenders and the amounts of their Commitments and Contributions and the
    effective dates of Transfer Certificates and may be relied upon by the Agent and the other parties to the Finance Documents
    for all purposes relating to the Finance Documents.
	 	 
	27.10	Authorization
    of Agent to sign Transfer Certificates. The Borrowers, the Security Trustee and each Lender
    irrevocably authorizes the Agent to sign Transfer Certificates on its behalf.
	 	 
	27.11	Registration
    fee. In respect of any Transfer Certificate, the Agent shall be entitled to recover a registration
    fee of $5,000 from the Transferor Lender or (at the Agent’s option) the Transferee Lender.
	 	 
	27.12	Sub-participation;
    subrogation assignment. A Lender may sub-participate all or any part of its rights and/or
    obligations under or in connection with the Finance Documents with notice to the Security Parties, the Agent and the Security
    Trustee; and the Lenders may assign, in any manner and terms agreed by the Majority Lenders, the Agent and the Security Trustee,
    all or any part of those rights to an insurer or surety who has become subrogated to them.
	 	 
	27.13	Disclosure
    of information. 
	 	 
	27.14	Change
    of lending office. A Lender may change its lending office by giving notice to the Agent
    and the change shall become effective on the later of:


 


	 	(a)	the
    date on which the Agent receives the notice; and
	 	 	 
	 	(b)	the date, if any,
    specified in the notice as the date on which the change will come into effect.


 


	27.15	Notification. On receiving such a notice, the Agent shall notify the Borrowers and the Security Trustee;
    and, until the Agent receives such a notice, it shall be entitled to assume that a Lender is acting through the lending office
    of which the Agent last had notice.
	 	 
	27.16	Security
    over Lenders’ rights. In addition to the other rights provided to Lenders under this
    Clause 27, each Lender may without consulting with or obtaining consent from the Borrowers or any other Security Party, at
    any time charge, assign or otherwise create a Security Interest in or over (whether by way of collateral or otherwise) all
    or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:


 



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	 	(a)	any
    charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank; and
	 	 	 
	 	(b)	in the case of
    any Lender which is a fund, any charge, assignment or other Security Interest granted to any holders (or trustee or representatives
    of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities;
	 	 	 
	 	 except that no such charge, assignment
    or Security Interest shall:


 


	 	(i)	release
    a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment
    or Security Interest for the Lender as a party to any of the Finance Documents; or
	 	 	 
	 	(ii)	require any payments
    to be made by the Borrowers or any other Security Party 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.


 


	28.	VARIATIONS
    AND WAIVERS
	 	 
	28.1	Variations,
    waivers etc. by Majority Lenders. Subject to Clause 28.2, a document shall be effective
    to vary, waive, suspend or limit any provision of a Finance Document, or any Creditor Party’s rights or remedies under
    such a provision or the general law, only if the document is signed, or specifically agreed to by fax, by the Borrowers, by
    the Agent on behalf of the Majority Lenders, by the Agent and the Security Trustee in their own rights, and, if the document
    relates to a Finance Document to which a Security Party is party, by that Security Party.
	 	 
	28.2	Variations,
    waivers etc. requiring agreement of all Lenders. As regards the following, Clause 28.1 applies
    as if the words “by the Agent on behalf of the Majority Lenders” were replaced by the words “by
    or on behalf of every Lender”:


 

	 	(a)	a reduction
      in the Margin;
	 	 	 
	 	(b)	a postponement
      to the date for, or a reduction in the amount of, any payment of principal, interest, fees or other sum payable under this
      Agreement or the Note;
	 	 	 
	 	(c)	an increase in
      any Lender’s Commitment;
	 	 	 
	 	(d)	a change to the
      definition of “Majority Lenders”;
	 	 	 
	 	(e)	a change to Clause
      3 or this Clause 28;
	 	 	 


 



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	 	(f)	any release of,
    or material variation to, a Security Interest, guarantee, indemnity or subordination arrangement set out in a Finance Document;
    and
	 	 	 
	 	(g)	any other change
    or matter as regards which this Agreement or another Finance Document expressly provides that each Lender’s consent
    is required.


 


	28.3	Variations,
    waivers etc. relating to the Servicing Banks. An amendment or waiver that relates to the
    rights or obligations of the Agent or the Security Trustee under Clause 31 may not be effected without the consent of the
    Agent or the Security Trustee.
	 	 
	28.4	Exclusion
    of other or implied variations. Except for a document which satisfies the requirements of
    Clauses 28.1, 28.2 or 28.3, no document, and no act, course of conduct, failure or neglect to act, delay or acquiescence on
    the part of the Creditor Parties or any of them (or any person acting on behalf of any of them) shall result in the Creditor
    Parties or any of them (or any person acting on behalf of any of them) being taken to have varied, waived, suspended or limited,
    or being precluded (permanently or temporarily) from enforcing, relying on or exercising:


 


	 	(a)	a provision
    of this Agreement or another Finance Document; or
	 	 	 
	 	(b)	an Event of Default;
    or
	 	 	 
	 	(c)	a breach by the
    Borrowers or another Security Party of an obligation under a Finance Document or the general law; or
	 	 	 
	 	(d)	any right or remedy
    conferred by any Finance Document or by the general law,
	 	 	 
	 	 	and there shall not be implied
    into any Finance Document any term or condition requiring any such provision to be enforced, or such right or remedy to be
    exercised, within a certain or reasonable time.


 


	29.	NOTICES
	 	 
	29.1	General. Unless otherwise specifically provided, any notice under or in connection with any Finance
    Document shall be given by letter, email or fax and references in the Finance Documents to written notices, notices in writing
    and notices signed by particular persons shall be construed accordingly, provided, however, that if notice is provided by
    email, such notice shall also be given by confirming letter or fax to constitute effective notice hereunder unless receipt
    of such email notice is confirmed by return email and, provided, further, that notwithstanding anything in this Agreement
    to the contrary, all notices must be in writing.
	 	 


 

	29.2	Addresses
      for communications. A notice by letter or fax shall be sent:


 



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	(a)	to
    the Borrowers	 
	 	 	 
	 	or the Guarantor:	9, Boulevard Charles III
	 	 	Monaco 98000
	 	 	Attention: General Counsel
	 	 	Facsimile:+377 97 77 8346
	 	 	Email: legal@scorpiogroup.net
	 	 	 
	 	with a copy to:	150 E. 58th Street
	 	 	New York, New York 10155
	 	 	Attention: Chief Financial Officer
	 	 	Facsimile: +212-542-1618
	 	 	Email: blee@scorpiogroup.net
	 	 	 
	(b)	to a Lender:	At the address
    below its name in
	 	 	Schedule 1 or (as
    the case may
	 	 	require) in the
    relevant Transfer
	 	 	Certificate.
	 	 	 
	(c)	to the Agent:	Credit Agricole
    Corporate And
	 	 	Investment Bank
	 	 	Middle Office Shipping
	 	 	Attention: 
    Marie-Claire VANDERPERRE
	 	 	9 quai du President
    Paul Doumer
	 	 	92920 Paris La
    Defense Cedex
	 	 	France
	 	 	Facsimile: +33
    141 891 934
	 	 	Email: marieclaire.vanderperre@ca-cib.com
	 	 	 


 



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	 	with a copy to:	Credit Agricole Corporate And Investment
    Bank
	 	 	Ship Finance Department
	 	 	Broadwalk House, 5 Appold Street
	 	 	London EC2A 2DA
	 	 	United Kingdom
	 	 	 
	(d)	to the Security Trustee:	Credit Agricole Corporate And Investment
    Bank
	 	 	Middle Office Shipping
	 	 	Attention:   Marie-Claire VANDERPERRE
	 	 	9 quai du President Paul Doumer
	 	 	92920 Paris La Defense Cedex
	 	 	France
	 	 	Facsimile: +33 141 891 934
	 	 	Email: marieclaire.vanderperre@ca-cib.com
	 	 	 
	 	with a copy to:	Credit Agricole Corporate And Investment
    Bank
	 	 	Ship Finance Department
	 	 	Broadwalk House, 5 Appold Street
	 	 	London EC2A 2DA
	 	 	United Kingdom


 


or
to such other address as the relevant party may notify the Agent or, if the relevant party is the Agent or the Security Trustee,
the Borrowers, the Lenders and the Security Parties.


 


	29.3	Effective
    date of notices. Subject to Clauses 29.4 and 29.5:


 


	 	(a)	a notice
    which is delivered personally or posted shall be deemed to be served, and shall take effect, at the time when it is delivered;
	 	 	 
	 	(b)	a notice which
    is sent by fax shall be deemed to be served, and shall take effect, two (2) hours after its transmission is completed; and.
	 	 	 
	 	(c)	a notice which
    is sent by electronic mail shall be deemed to be served and shall take effect at the time that (i) the confirming letter or
    fax is deemed to be served as provided in (a) or (b) above; or (ii) if receipt is confirmed by return email, the time of such
    return email.


 


	29.4	Service
    outside business hours. However, if under Clause 29.3 a notice would be deemed to be served:


 


	 	(a)	on
    a day which is not a business day in the place of receipt; or
	 	 	 
	 	(b)	on such a business
    day, but after 5:00 p.m. local time,
	 	 	 
	 	the notice shall (subject to Clause 29.5) be
    deemed to be served, and shall take effect, at 9:00 a.m. on the next day which is such a business day.


 



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	29.5	Illegible
    notices. Clauses 29.3 and 29.4 do not apply if the recipient of a notice notifies the sender
    within one (1) hour after the time at which the notice would otherwise be deemed to be served that the notice has been received
    in a form which is illegible in a material respect.
	 	 
	29.6	Valid
    notices. A notice (other than a notice sent solely by electronic mail without a confirming
    letter, fax or return email) under or in connection with a Finance Document shall not be invalid by reason that its contents
    or the manner of serving it do not comply with the requirements of this Agreement or, where appropriate, any other Finance
    Document under which it is served if:


 


	 	(a)	the
    failure to serve it in accordance with the requirements of this Agreement or other Finance Document, as the case may be, has
    not caused any party to suffer any significant loss or prejudice; or
	 	 	 
	 	(b)	in the case of
    incorrect and/or incomplete contents, it should have been reasonably clear to the party on which the notice was served what
    the correct or missing particulars should have been.


 


	29.7	English
    language. Any notice under or in connection with a Finance Document shall be in English.
	 	 
	29.8	Meaning
    of “notice”. In this Clause 29, “notice” includes any demand,
    consent, authorization, approval, instruction, waiver or other communication.
	 	 
	30.	SUPPLEMENTAL
	 	 
	30.1	Rights
    cumulative, non-exclusive. The rights and remedies which the Finance Documents give to each
    Creditor Party are:


 


	 	(a)	cumulative;
	 	 	 
	 	(b)	may be exercised
    as often as appears expedient; and
	 	 	 
	 	(c)	shall not, unless
    a Finance Document explicitly and specifically states so, be taken to exclude or limit any right or remedy conferred by any
    law.


 


	30.2	Severability
    of provisions. If any provision of a Finance Document is or subsequently becomes void, unenforceable
    or illegal, that shall not affect the validity, enforceability or legality of the other provisions of that Finance Document
    or of the provisions of any other Finance Document.
	 	 
	30.3	Counterparts. A Finance Document may be executed in any number of counterparts.
	 	 
	30.4	Binding
    Effect. This Agreement shall become effective on the Effective Date and thereafter shall
    be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.
	 	 


 



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	31.	THE
      SERVICING BANKS AND PARALLEL DEBT
	 	 
	31.1	Appointment
      and Granting.


 


	 	(a)	The
    Agent. Each of the Lenders and the Arranger appoints and authorizes (with a right of revocation) the Agent to act as its
    agent hereunder and under any of the other Finance Documents with such powers as are specifically delegated to the Agent by
    the terms of this Agreement and of any of the other Finance Documents, together with such other powers as are reasonably incidental
    thereto.
	 	 	 
	 	(b)	The Security
    Trustee.


 


	 	(i)	Authorization
    of Security Trustee. Each of the Lenders, the Swap Banks, the Arranger and the Agent appoints and authorizes (with a right
    of revocation) the Security Trustee to act as security trustee hereunder and under the other Finance Documents (other than
    the Notes) with such powers as are specifically delegated to the Security Trustee by the
	 	 	 
	 	 	terms of this Agreement
    and such other Finance Documents, together with such other powers as are reasonably incidental thereto.
	 	 	 
	 	(ii)	Granting Clause.
    To secure the payment of all sums of money from time to time (i) owing to the Lenders under the Finance Documents and (ii)
    to the Swap Banks under the Master Agreements in the maximum principal amount of 25% of the Total Commitments plus accrued
    interest thereon and the performance of the covenants of the Borrowers and any other Security Party herein and therein contained,
    and in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lenders,
    the Security Trustee does hereby declare that it will hold as such trustee in trust for the benefit of the Lenders, the Swap
    Banks, the Arranger and the Agent, from and after the execution and delivery thereof, all of its right, title and interest
    as mortgagee in, to and under the Mortgages and its right, title and interest as assignee and secured party under the other
    Finance Documents (the right, title and interest of the Security Trustee in and to the property, rights and privileges described
    above, from and after the execution and delivery thereof, and all property hereafter specifically subjected to the Security
    Interest of the indenture created hereby and by the Finance Documents by any amendment hereto or thereto are herein collectively
    called the “Estate”); TO HAVE AND TO HOLD the Estate unto the Security Trustee and its successors and assigns
    forever, BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Lenders, the Swap Banks,
    the Arranger and the Agent and their respective successors and assigns without any priority of any one over any other, UPON
    THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, the Borrowers
    shall be permitted, to the exclusion of the Security Trustee, to possess and use the Ships. IT IS HEREBY COVENANTED, DECLARED
    AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions,
    uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby
    covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit
    and security of the Lenders, the Swap Banks, the Arranger and the Agent as hereinafter set forth.
	 	 	 


 



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	 	(iii)	Acceptance of
      Trusts. The Security Trustee hereby accepts the trusts imposed upon it as Security Trustee by this Agreement, and the
      Security Trustee covenants and agrees to perform the same as herein expressed and agrees to receive and disburse all monies
      constituting part of the Estate in accordance with the terms hereof.


 


	31.2	Scope
    of Duties. Neither the Agent nor the Security Trustee (which terms as used in this sentence
    and in Clause 31.5 hereof shall include reference to their respective affiliates and their own respective and their respective
    affiliates’ officers, directors, employees, agents and attorneys-in-fact):


 


	 	(a)	shall
    have any duties or responsibilities except those expressly set forth in this Agreement and in any of the Finance Documents,
    and shall not by reason of this Agreement or any of the Finance Documents be (except, with respect to the Security Trustee,
    as specifically stated to the contrary in this Agreement) a trustee for a Lender or a Swap Bank;
	 	 	 
	 	(b)	shall be responsible
    to the Lenders or the Swap Banks for any recitals, statements, representations or warranties contained in this Agreement or
    in any of the Finance Documents, or in any certificate or other document referred to or provided for in, or received by any
    of them under, this Agreement or any of the other Finance Documents, or for the value, validity, effectiveness, genuineness,
    enforceability or sufficiency of this Agreement or any of the other Finance Documents or any other document referred to or
    provided for herein or therein or for any failure by a Security Party or any other person to perform any of its obligations
    hereunder or thereunder or for the location, condition or value of any property covered by any Security Interest under any
    of the Finance Documents or for the creation, perfection or priority of any such Security Interest;
	 	 	 
	 	(c)	shall be required
    to initiate or conduct any litigation or collection proceedings hereunder or under any of the Finance Documents unless expressly
    instructed to do so in writing by the Majority Lenders; or
	 	 	 


 



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	 	(d)	shall be responsible
      for any action taken or omitted to be taken by it hereunder or under any of the Finance Documents or under any other document
      or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross
      negligence or willful misconduct. Each of the Security Trustee and the Agent may employ agents and attorneys-in-fact and neither
      the Security Trustee nor the Agent shall be responsible for the negligence or misconduct of any such agents or attorneys-in-fact
      selected by it in good faith. Each of the Security Trustee and the Agent may deem and treat the payee of a Note as the holder
      thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed
      with the Agent together with the written consent of the Borrowers to such assignment or transfer, provided, however, that
      if an Event of Default has occurred and is continuing, no consent of the Borrower shall be required for such assignment or
      transfer.


 

	31.3	Reliance. Each of the Security Trustee and the Agent shall be entitled to rely upon any certification,
      notice or other communication (including any thereof by telephone, telex, telefacsimile, telegram or cable) believed by it
      to be genuine and correct and to have been signed or sent by or on behalf of the proper person or persons, and upon advice
      and statements of legal counsel, independent accountants and other experts selected by the Security Trustee or the Agent,
      as the case may be. As to any matters not expressly provided for by this Agreement or any of the other Finance Documents,
      each of the Security Trustee and the Agent shall in all cases be fully protected in acting, or in refraining from acting,
      hereunder or thereunder in accordance with instructions signed by the Majority Lenders, and such instructions and any action
      taken or failure to act pursuant thereto shall be binding on all of the Lenders.
	 	 
	31.4	Knowledge. Neither the Security Trustee nor the Agent shall be deemed to have knowledge or notice of
      the occurrence of a Potential Event of Default or Event of Default (other than, in the case of the Agent, the non-payment
      of principal of or interest on the Loan or actual knowledge thereof) unless each of the Security Trustee and the Agent has
      received notice from a Lender or the Borrowers specifying such Potential Event of Default or Event of Default and stating
      that such notice is a “Notice of Default”. If the Agent receives such a notice of the occurrence of such
      Potential Event of Default or Event of Default, the Agent shall give prompt notice thereof to the Security Trustee, the Swap
      Banks, and the Lenders (and shall give each Lender prompt notice of each such non-payment). Subject to Clause 31.8 hereof,
      the Security Trustee and the Agent shall take such action with respect to such Potential Event of Default or Event of Default
      or other event as shall be directed by the Majority Lenders, except that, unless and until the Security Trustee and the Agent
      shall have received such directions, each of the Security Trustee and the Agent may (but shall not be obligated to) take such
      action, or refrain from taking such action, with respect to such Potential Event of Default or Event of Default or other event
      as it shall deem advisable in the best interest of the Lenders and the Swap Banks.
	 	 


 



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	31.5	Security
      Trustee and Agent as Lenders. Each of the Security Trustee and the Agent (and any successor
        acting as Security Trustee or Agent, as the case may be) in its individual capacity as a Lender hereunder shall have the same
        rights and powers hereunder as any other Lender and may exercise the same as though it were not acting as the Security Trustee
        or the Agent, as the case may be, and the term “Lender” or “Lenders” shall, unless the context
        otherwise indicates, include each of the Security Trustee and the Agent in their respective individual capacities. Each of
        the Security Trustee and the Agent (and any successor acting as Security Trustee and Agent, as the case may be) and their
        respective affiliates may (without having to account therefor to a Lender) accept deposits from, lend money to and generally
        engage in any kind of banking, trust or other business with the Borrowers and any of their subsidiaries or affiliates as if
        it were not acting as the Security Trustee or the Agent, as the case may be, and each of the Security Trustee and the Agent
        and their respective affiliates may accept fees and other consideration from the Borrowers for services in connection with
        this Agreement or otherwise without having to account for the same to the Lenders.
	 	 
	31.6	Indemnification
      of Security Trustee and Agent. The Lenders severally agree, ratably in accordance with the
        aggregate principal amount of each Lender’s Contribution in the Loan, to indemnify each of the Agent and the Security
        Trustee (to the extent not reimbursed under other provisions of this Agreement, but without limiting the obligations of the
        Borrowers under said other provisions) for any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
        suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted
        against the Security Trustee or the Agent in any way relating to or arising out of this Agreement or any of the other Finance
        Documents or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby
        (including, without limitation, the costs and expenses which the Borrowers are to pay hereunder, but excluding, unless an
        Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their
        respective agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents,
        except that no Lender shall be liable for any of the foregoing to the extent they arise from the gross negligence or willful
        misconduct of the party to be indemnified.
	 	 
	31.7	Reliance
      on Security Trustee or Agent. Each Lender and each Swap Bank agrees that it has, independently
        and without reliance on the Security Trustee, the Agent or any other Lender, and based on such documents and information as
        it has deemed appropriate, made its own credit analysis of the Borrowers and decision to enter into this Agreement and that
        it will, independently and without reliance upon the Security Trustee, the Agent or any other Lender, and based on such documents
        and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not
        taking action under this Agreement or any of the Finance Documents. None of the Security Trustee or the Agent shall be required
        to keep itself informed as to the performance or observance by the Borrowers of this Agreement or any of the Finance Documents
        or any other document referred to or provided for herein or therein or to inspect the properties or books of the Borrowers.
        Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Security
        Trustee or the Agent hereunder, neither the Security Trustee nor the Agent shall have any duty or responsibility to provide
        a Lender with any credit or other information concerning the affairs, financial condition or business of the Borrowers or
        any of their parents, subsidiaries or affiliates which may come into the possession of the Security Trustee, the Agent or
        any of their respective affiliates.
	 	 


 



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	31.8	Actions
    by Security Trustee and Agent. Except for action expressly required of the Security Trustee
    or the Agent hereunder and under the other Finance Documents, each of the Security Trustee and the Agent shall in all cases
    be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its
    satisfaction from the Lenders of their indemnification obligations under Clause 31.6 against any and all liability and expense
    which may be incurred by it by reason of taking or continuing to take any such action.
	 	 
	31.9	Resignation
    and Removal. Subject to the appointment and acceptance of a successor Security Trustee or
    Agent (as the case may be) as provided below, each of the Security Trustee and the Agent may resign at any time by giving
    notice thereof to the Lenders, the Swap Bank, and the Borrowers, and the Security Trustee or the Agent may be removed at any
    time with or without cause by the Majority Lenders by giving notice thereof to the Agent, the Security Trustee, the Lenders
    and the Borrowers. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor
    Security Trustee or Agent, as the case may be. If no successor Security Trustee or Agent, as the case may be, shall have been
    so appointed by the Lenders or, if appointed, shall not have accepted such appointment within 30 days after the retiring Security
    Trustee’s or Agent’s, as the case may be, giving of notice of resignation or the Majority Lenders’ removal
    of the retiring Security Trustee or Agent, as the case may be, then the retiring Security Trustee or Agent, as the case may
    be, may, on behalf of the Lenders and the Swap Banks, appoint a successor Security Trustee or Agent. Upon the acceptance of
    any appointment as Security Trustee or Agent hereunder by a successor Security Trustee or Agent, such successor Security Trustee
    or Agent, as the case may be, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties
    of the retiring Security Trustee or Agent, as the case may be, and the retiring Security Trustee or Agent shall be discharged
    from its duties and obligations hereunder. After any retiring Security Trustee or Agent’s resignation or removal hereunder
    as Security Trustee or Agent, as the case may be, the provisions of this Clause 31 shall continue in effect for its benefit
    in respect of any actions taken or omitted to be taken by it while it was acting as the Security Trustee or the Agent, as
    the case may be.
	 	 
	31.10	Release
    of Collateral. Without the prior written consent of the Majority Lenders, and the Swap Banks
    neither the Security Trustee nor the Agent will consent to any modification, supplement or waiver under any of the Finance
    Documents nor without the prior written consent of all of the Lenders and the Swap Banks release any Collateral or otherwise
    terminate any Security Interest under the Finance Documents, except that no such consent is required, and each of the Security
    Trustee and the Agent is authorized, to release any Security Interest covering property if the Secured Liabilities have been
    paid and performed in full or which is the subject of a disposition of property permitted hereunder or to which the Lenders
    and the Swap Banks have consented.
	 	 
	31.11	Parallel
    Debt


 



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	 	(a)	Each
    Borrower hereby irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the Security Trustee,
    as creditor in its own right and not as representative of any of the other Creditor Parties, an amount equal to the aggregate
    of all its Principal Obligations to all the Creditor Parties from time to time due in accordance with the terms and conditions
    of such Principal Obligations (such payment undertaking and the obligations and liabilities which are the result thereof,
    its “Parallel Debt”).
	 	 	 
	 	(b)	Each of the parties
    hereto hereby acknowledges that (i) the Parallel Debt of any Borrower constitutes undertakings, obligations and liabilities
    of such Borrower to the Security Trustee which are separate and independent from, and without prejudice to, the Principal
    Obligations which such Borrower has to any other Creditor Party and (ii) that the Parallel Debt represents the Security Trustee’s
    own claim to receive payment of such Parallel Debt by such Borrower, provided that the total amount which may become due under
    the Parallel Debt of such Borrower under this Clause 31.11 shall never exceed the total amount which may become due under
    all the Principal Obligations of such Borrower to all the Creditor Parties.


 


	 	(i)	The
    total amount due by the relevant Borrower as the Parallel Debt under Clause 31.11(a) shall be decreased to the extent that
    such Borrower shall have paid any amounts to the Creditor Parties or any of them to reduce such Borrower’s outstanding
    Principal Obligations or any Creditor Party otherwise receive any amount of such Principal Obligations (other than by virtue
    of Clause 31.11(c)(ii); and
	 	 	 
	 	(ii)	To the extent that
    any Borrower shall have paid any amounts to the Security Trustee under the Parallel Debt or the Security Trustee shall have
    otherwise received monies in payment of such Parallel Debt, the total amount due under the Principal Obligations shall be
    decreased by the same amount.


 


	 	(c)	In
    the event the Security Trustee should resign or be removed by the Majority Lenders, the Security Trustee shall assign the
    Parallel Debt owed to it to its successor security trustee together with all of its other rights and obligations under this
    Clause 31.11 and shall take all such further actions as the Agent in its sole discretion may deem necessary or desirable in
    order to assign and transfer to the successor security trustee the Parallel Debt and the other rights and obligations under
    this Clause 31.11.


 


	32.	LAW
    AND JURISDICTION
	 	 
	32.1	Governing
    law. THIS AGREEMENT AND THE OTHER FINANCE DOCUMENTS (EXCEPT AS OTHERWISE PROVIDED IN A FINANCE
    DOCUMENT) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS
    CONFLICT OF LAW PRINCIPLES.
	 	 


 



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	32.2	Consent
      to Jurisdiction.


 


	 	(a)	Each
    of the Security Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction
    of any New York State court or Federal court of the United States of America sitting in New York County, and any appellate
    court thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Finance Documents
    to which such Security Party is a party or for recognition or enforcement of any judgment, and each of the parties hereto
    hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and
    determined in such New York State Court or, to the extent permitted by law, in such Federal court. Each of the parties hereto
    agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions
    by suit on the judgment or in any other manner provided by law.
	 	 	 
	 	(b)	Nothing in this
    Clause 32.2 shall affect the right of a Creditor Party to bring any action or proceeding against a Security Party or its property
    in the courts of any other jurisdictions where such action or proceeding may be heard.
	 	 	 
	 	(c)	Each of the Security
    Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
    which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to
    this Agreement in any New York State or Federal court and the defense of an inconvenient forum to the maintenance of such
    action or proceeding in any such court and any immunity from jurisdiction of any court or from any legal process with respect
    to itself or its property.
	 	 	 
	 	(d)	Each of the Security
    Parties hereby agrees to appoint Seward & Kissel LLP, with offices currently located at One Battery Park Plaza, New York,
    New York 10004, Attention: Lawrence Rutkowski, as its designated agent for service of process for any action or proceeding
    arising out of or relating to this Agreement or any other Finance Document. Each of the Security Parties also irrevocably
    consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to
    its address specified in Clause 29.2. Each of the Security Parties also agrees that service of process may be made on it by
    any other method of service provided for under the applicable laws in effect in the State of New York.


 

	32.3	Creditor
      Party rights unaffected. Nothing in this Clause 32 shall exclude or limit any right which
        any Creditor Party may have (whether under the law of any country, an international convention or otherwise) with regard to
        the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related
        matter in any jurisdiction.
	 	 


 



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	32.4	Meaning
    of “proceedings”. In this Clause 32, “proceedings”
    means proceedings of any kind, including an application for a provisional or protective measure.
	 	 
	33.	WAIVER
    OF JURY TRIAL
	 	 
	33.1	WAIVER. EACH OF THE SECURITY PARTIES AND THE CREDITOR PARTIES MUTUALLY AND IRREVOCABLY WAIVE ANY
    AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
    CONTEMPLATED HEREBY.
	 	 
	34.	PATRIOT
    ACT NOTICE
	 	 
	34.1	PATRIOT
    Act Notice. Each of the Agent and the Lenders hereby notifies the Borrowers that pursuant
    to the requirements of the PATRIOT Act and the policies and practices of the Agent and each Lender, the Agent and each of
    the Lenders is required to obtain, verify and record certain information and documentation that identifies each Security Party,
    which information includes the name and address of each Security Party and such other information that will allow the Agent
    and each of the Lenders to identify each Security Party in accordance with the PATRIOT Act.


 


[SIGNATURE
PAGES FOLLOW ON NEXT PAGES]





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EXECUTION
PAGE


WHEREFORE,
the parties hereto have caused this Loan Agreement to be executed as of the date first above written.


	STI
                                                                      AMBER SHIPPING COMPANY LIMITED,

                                                                      as Borrower

         

        By:
      /s/ Brian M. Lee                        

        Name:
        Brian M. Lee

        Title: Director
	CREDIT
                                                                      AGRICOLE CORPORATE

                                                                      AND INVESTMENT BANK,

                                                                      as Lender, Agent, Arranger, Security

                                                                      Trustee and Swap Bank

        By:
            /s/
        Geoffrey D. Ferrer                         

        Name: Geoffrey D. Ferrer

        Title:
  Attorney in Fact

         

	STI
                                                          GARNET SHIPPING COMPANY LIMITED,

                                                          as Borrower

         

        By:
        /s/ Brian M. Lee                        

        Name:
        Brian M. Lee

        Title: Director
	SKANDINAVISKA
                                                          ENSKILDA

                                                          BANKEN AB (PUBL),

                                                          as Lender and Swap Bank

         

        By:
        /s/ Geoffrey D. Ferrer                        

        Name: Geoffrey D. Ferrer

        Title:
      Attorney in Fact

         

	STI
                                                          RUBY SHIPPING COMPANY LIMITED,

                                                          as Borrower

        By:
        /s/ Brian M. Lee                        

        Name: Brian M. Lee

        Title: Director
	 
	STI
                                                          TOPAZ SHIPPING COMPANY LIMITED,

                                                          as Borrower

        By:
        /s/ Brian M. Lee                        

        Name: Brian M. Lee

        Title: Director
	 
	SCORPIO
                                                          TANKERS INC., as Guarantor

                                                          


        By:
        /s/ Brian M. Lee                        

        Name:
        Brian M. Lee

        Title: Chief Financial Officer

         
	 


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