Exhibit 10.12


 


EXECUTION VERSION


 


Dated 29 August
2017


 


US$50,000,000


TERM LOAN FACILITY


 


AQUAKNIGHT SHIPPING CO. LTD.


as Borrower


 


and


 


GOODBULK LTD.


as Parent
Guarantor


 


and


 


CREDIT SUISSE AG


as Arranger


 


and


 


CREDIT SUISSE AG


as Facility
Agent


 


and


 


CREDIT SUISSE AG


as Security
Agent


 


FACILITY AGREEMENT


 


relating
to


a facility
of up to US$50,000,000 to part finance


the purchase
price of m.v. “AQUAKNIGHT”


and certain
other approved ships


 


WATSON FARLEY 


& 


WILLIAMS


 




     

     


    

 


Index 


 



	Clause	 	Page
	 	 	 
	Section
    1 Interpretation	2
	1
    	Definitions
    and Interpretation	2
	Section
    2 The Facility	24
	2
    	The
    Facility	24
	3
    	Purpose	25
	4
    	Conditions
    of Utilisation	25
	Section
    3 Utilisation	27
	5
    	Utilisation	27
	Section
    4 Repayment, Prepayment and Cancellation	29
	6	Repayment 	29
	7
    	Prepayment
    and Cancellation	30
	Section
    5 Costs of Utilisation	34
	8
    	Interest	34
	9
    	Interest
    Periods	36
	10
    	Changes
    to the Calculation of Interest	37
	11
    	Fees	39
	Section
    6 Additional Payment Obligations	40
	12
    	Tax
    Gross Up and Indemnities	40
	13
    	Increased
    Costs	44
	14
    	Other
    Indemnities	45
	15
    	Mitigation
    by the Finance Parties	48
	16
    	Costs
    and Expenses	48
	Section
    7 Guarantee and Joint and Several Liability of Guarantors	50
	17
    	Guarantee
    and Indemnity - Guarantors	50
	18
    	Joint
    and Several Liability of the Guarantors	52
	Section
    8 Representations, Undertakings and Events of Default	54
	19
    	Representations	54
	20
    	Information
    Undertakings	59
	21
    	Financial
    Covenants	62
	22
    	General
    Undertakings	65
	23
    	Insurance
    Undertakings	72
	24
    	General
    Ship Undertakings	76
	25
    	Security
    Cover	81
	26
    	Application
    of Earnings	82
	27
    	Events
    of Default	83
	Section
    9 Changes to Parties	87
	28
    	Changes
    to the Lenders	87
	29
    	Changes
    to the Transaction Obligors	91
	Section
    10 The Finance Parties	93
	30
    	The
    Facility Agent, the Arranger and the Reference Banks	93
	31
    	The
    Security Agent	104
	32
    	Conduct
    of Business by the Finance Parties	118
	33
    	Contractual
    recognition of Bail-ln	118
	34
    	Sharing
    among the Finance Parties	119
	Section
    11 Administration	121
	35
    	Payment
    Mechanics	121
	36
    	Set-Off	124
	37	 Notices	124
	38
    	Calculations
    and Certificates	127
	39
    	Partial
    Invalidity	127
	40
    	Remedies
    and Waivers	127
	41
    	Settlement
    or Discharge Conditional	127
	42
    	Irrevocable
    Payment	127
	43
    	Amendments
    and Waivers	128


 




     

     


    

 


	44	Confidential
    Information	130
	45	Confidentiality
    of Funding Rates and Reference Bank Quotations	133
	46	Counterparts 	135
	Section
    12 Governing Law and Enforcement	136
	47	Governing
    Law	136
	48	Enforcement	136



 


	 	 	
	Schedules	 
	 	 
	Schedule
    1 The Parties	137
	Part
    A The Obligors	137
	Part
    B The Original Lenders	139
	Part
    C The Servicing Parties	140
	Schedule
    2 Conditions Precedent	141
	Part
    A Conditions Precedent to Initial Utilisation Request	141
	Part
    B Conditions Precedent to Utilisation - Tranche A	143
	Part
    C Conditions Precedent to each Approved Ship Tranche	145
	Schedule
    3 Requests	148
	Part
    A Utilisation Request	148
	Part
    B Selection Notice	150
	Schedule
    4 Form of Transfer Certificate	151
	Schedule
    5 Form of Assignment Agreement	153
	Schedule
    6 Form of Compliance Certificate	156
	Schedule
    7 Timetables	157
	Schedule
    8 Form of Accession Deed	158
	 	 
	Execution	 
	 	 
	Execution
    Pages	161


 




     

     


    

 


THIS
AGREEMENT is made on 29 August
2017


 


PARTIES


 


		(1)	AQUAKNIGHT
                                         SHIPPING CO. LTD., a corporation incorporated
                                         in the Republic of Liberia whose registered address is at 80 Broad Street, Monrovia,
                                         Liberia as borrower (the “Borrower”)



 


		(2)	GOODBULK
                                         LTD., an exempted company incorporated in Bermuda
                                         whose registered office is at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda
                                         as guarantor (the “Parent
                                         Guarantor”)



 


		(3)	CREDIT
                                         SUISSE AG as
                                         arranger (the “Arranger”)



 


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



 


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



 


		(6)	CREDIT
                                         SUISSE AG as agent of the other Finance Parties
                                         (the “Facility
                                         Agent”)



 


		(7)	CREDIT
                                         SUISSE AG as security agent for the Secured
                                         Parties (the “Security
                                         Agent”)



 


BACKGROUND


 


		(A)	The
                                         Lenders have agreed to make available to the Borrower a term loan facility of up to the
                                         lower of (i) US$50,000,000 and (ii) the aggregate of the Tranches for the purpose of
                                         assisting the Borrower in financing part of the acquisition cost of the Initial Ship
                                         and assisting the Additional Guarantors in financing part of the acquisition cost of
                                         the Approved Ships.



 


		(B)	The
                                         Hedge Counterparties may agree to enter into interest rate swap transactions with the
                                         Borrower from time to time to hedge the Borrower’s exposure under this Agreement to interest
                                         rate fluctuations.



 


OPERATIVE PROVISIONS




     

     


    

 


SECTION
1


 


INTERPRETATION


 


		1	DEFINITIONS AND INTERPRETATION



 


		1.1	Definitions



 


In
this Agreement:


 


“Accession
Deed” means a document substantially in the form set out in Schedule 8 (Form
of Accession Deed).


 


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


 


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


 


“Additional
Guarantor” means an entity which:


 


		(a)	is a direct or indirect wholly
owned subsidiary of the Parent Guarantor;



 


		(b)	is incorporated in a jurisdiction
which is acceptable to the Lenders;



 


		(c)	becomes
                                         an Additional Guarantor in accordance with Clause 29.3 (Additional
                                         Guarantors); and



 


		(d)	is
                                         the registered owner of an Approved Ship at the time a Mortgage is executed over the
                                         relevant Approved Ship in favour of the Security Agent pursuant to this Agreement.



 


“Advance”
means a borrowing of all or part of a Tranche under this Agreement.


 


“Affected
Lender” has the meaning given to it in paragraph (b) of Clause 10.3 (Market
disruption).


 


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


 


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


 


“Approved
Classification” means, in relation to a Ship, as at the date of this Agreement,
the classification which is notified to the Lenders and is with the Approved Classification Society.


 


“Approved
Classification Society” means any classification society which is a member of IACS
and which is acceptable to the Lenders in their absolute discretion.


 


“Approved
Commercial Manager” means, in relation to a Ship, C Transport Holding Ltd whose
registered office is at Clarendon House, 2 Church Street, Hamilton, Bermuda or any other person approved in writing by the Facility
Agent acting with the authorisation of the Majority Lenders as the commercial manager of that Ship.


 


“Approved
Flag” means the Liberian flag or such other flag which is acceptable to the Lenders
in their absolute discretion.


 


“Approved
Manager” means, in relation to a Ship, the Approved Commercial Manager or the Approved
Technical Manager of that Ship.


 




    	 	2	 



     


    

 


“Approved
Ship” means up to nine newbuilding, resale or second-hand dry bulk carriers which
may become subject to Security for an Advance under an Approved Ship Tranche pursuant to this Agreement after the date of this
Agreement in accordance with Clause 2.2 (Approved
Ships) and which must satisfy the Approved Ship Criteria.


 


“Approved
Ship Criteria” means, in relation to an Approved Ship, a vessel:


 


		(a)	that is registered in the
name of an Additional Guarantor on an Approved Flag and classed with an Approved Classification Society;



 


		(b)	that falls within one of
the following size ranges (in dwt):



 


		(i)	50,000 to 67,000



 


		(ii)	72,000 to 87,000



 


		(iii)	170,000 to 210,000;



 


		(c)	that is a maximum of 11 years old as at the Utilisation Date in
                                                                                                                      respect of such vessel. Provided
                                                                                                                      that, the average age of the Ships weighted by their Market Value subject to a Mortgage as at the Utilisation
                                                                                                                      Date shall not exceed 9 years; and



 


		(d)	that is otherwise acceptable
to the Facility Agent, acting with the authority of the Majority Lenders (acting reasonably), in all respects and with regard
to, amongst other things, the specification of the vessel, the builder of the vessel and the condition of the vessel which shall
be determined, at the Facility Agent’s request acting with the authorisation of the Majority Lenders, by way of a physical inspection
by an independent surveyor appointed by the Borrower and acceptable to the Facility Agent (acting on the Majority Lenders’ instructions).



 


“Approved
Ship Tranche” means that part of the Loan made or to be made available to the Borrower
to part finance the acquisition cost of an Approved Ship by an Additional Guarantor in an amount which shall not exceed in the
case of each Approved Ship the lower of:


 


		(a)	40 per cent. of the Market
Value of such Approved Ship as at the Utilisation Date for such Tranche;



 


		(b)	the relevant Cap Amount applicable
to the Approved Ship to which such Tranche relates; and



 


		(c)	such amount which, when aggregated
with any outstanding Tranches as at the proposed Utilisation Date, shall not exceed 40 per cent. of the aggregate Market Value
of the Ships then subject to a mortgage as at the proposed Utilisation Date plus the Market Value of the Approved Ship to be financed
by the relevant Advance.



 


“Approved
Technical Manager” means, in relation to a Ship, C Transport Maritime SAM whose
registered office is at 7 Rue du Gabian, 98000 Monaco or any other person approved in writing by the Facility Agent acting with
the authorisation of the Majority Lenders as the technical manager of that Ship.


 


“Approved
Valuer” means Simpson, Spence and Young, Clarkson Valuations Ltd., Fearnleys AS,
Arrow Sale & Purchase (UK) Limited, Affinity (Shipping) LLP, Howe Robinson and Braemar (or any Affiliate of such person through
which valuations are commonly issued) and any firm or firms of independent sale and purchase shipbrokers approved in writing by
the Facility Agent, acting with the authorisation of the Majority Lenders.


 


“Assignable
Charter” means, in relation to a Ship, any Charter in respect of that Ship which
exceeds or is capable of exceeding, by virtue of any optional extensions 12 months in duration, made on terms and with a charterer
acceptable in all respects to the Facility Agent acting reasonably on the instructions of the Majority Lenders.


 




    	 	3	 



     


    




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


 


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


 


“Availability
Period” means the period from and including the date of this Agreement to and including
31 December 2017 or any later date which the Lenders at their discretion may agree to following a request from the Borrower.


 


“Available
Commitment” means a Lender’s Commitment minus:


 


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



 


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



 


“Available
Facility” means the aggregate for the time being of each Lender’s Available Commitment.


 


“Bail-ln
Action” means the exercise of any Write-down and Conversion Powers.


 


“Bail-ln Legislation”
means:


 


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



 


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



 


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


 


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



 


exceeds


 


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



 


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


 


“Cap
Amount” means, in respect of an Additional Ship, the amount set forth below whereby
the exact age of a Ship is to be ascertained on the basis of its original official delivery from the shipyard
to its first owner as recorded in an ownership certificate (or equivalent) issued by the flag registry and/or a class certificate
and/or the protocol of delivery and acceptance signed by the builder and the first owner of such Ship as determined on the Utilisation
Date for such Ship:


 




    	 	4	 



     


    







 


	 	 	Cap Amounts in (USD)	 
	Age Range / Size Range	 	55’000- 67’000 dwt	 	 	72’000-87’000 dwt	 	 	170’000- 210’000 dwt	 
	0 years to 2.49 years old	 	 	11,000,000	 	 	 	12,000,000	 	 	 	18,000,000	 
	2.5 years to 4.99 years old	 	 	9,000,000	 	 	 	10,000,000	 	 	 	15,000,000	 
	5 years to 7.49 years old	 	 	6,000,000	 	 	 	7,000,000	 	 	 	12,000,000	 
	7.5 years to 11 years old	 	 	5,000,000	 	 	 	6,000,000	 	 	 	9,000,000	 



 


“CarVal
Transaction” means the transaction with CarVal Investors LLC (or any entity affiliated
therewith) as separately disclosed to and agreed by the Facility Agent.


 


“Change
of Control” means, in respect of the Parent Guarantor:


 


		(a)	at any time before the occurrence
of the CarVal Transaction:



 


		(i)	If
                                         any person other than the Permitted Shareholder gains the power (whether by way of ownership
                                         of shares, proxy, contract, agency or otherwise) to:



 


		(A)	cast,
                                         or control the casting of, 50 per cent. or more of the maximum number of votes that might
                                         be cast at a general meeting of the Parent Guarantor;



 


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



 


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



 


		(ii)	if
                                         the Permitted Shareholder ceases to hold directly or indirectly, legally and beneficially
                                         15 per cent. or more of the issued share capital of the Parent Guarantor; or



 


		(b)	on and following the completion
of the CarVal Transaction:



 


		(i)	if
                                         the Permitted Shareholder fails to retain the power (whether by way of ownership of shares,
                                         proxy, contract, agency or otherwise) to oppose any directions with respect to the operation
                                         and financial policies of the Parent Guarantor with which the directors or other equivalent
                                         officers of the Parent Guarantor are obliged to comply; or



 


		(ii)	if
                                         the Permitted Shareholder ceases to hold directly or indirectly, legally and beneficially
                                         11 per cent. or more of the issued share capital of the Parent Guarantor (or would cease
                                         to hold legally and beneficially 15 per cent. or more of the issued share capital of
                                         the Parent Guarantor if any such reduction would be attributable to reasons other than
                                         the completion of the CarVal Transaction).



 




    	 	5	 



     


    

 


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


 


“Charterparty
Assignment” means in relation to a Ship, an assignment of the rights of the relevant
Owner under any Assignable Charter in respect of that Ship, in agreed form.


 


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


 


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


 


“Commitment”
means:


 


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



 


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



 


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


 


“Compliance
Certificate” means a certificate in the form set out in Schedule 6 (Form
of Compliance Certificate) or in any other form agreed between the Obligors and the Facility Agent.


 


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


 


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



 


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



 


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


 


		(i)	information that:



 


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



 


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



 


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



 




    	 	6	 



     


    

 


		(ii)	any Funding Rate or Reference
Bank Quotation.



 


“Confidentiality
Undertaking” means a confidentiality undertaking in the form required by the Facility
Agent acting reasonably.


 


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


 


“Deed
of Covenant” means, in relation to a Ship, (if applicable) the deed of covenant
collateral to the Mortgage over that Ship.


 


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


 


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


 


“Disruption
Event” means either or both of:


 


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



 


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



 


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



 


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



 


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


 


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


 


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


 


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


 


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



 


		(i)	all freight, hire and passage
moneys;



 


		(ii)	compensation
                                         payable to the Owner of that Ship or the Security Agent in the event of requisition of
                                         that Ship for hire;



 


		(iii)	remuneration for salvage
and towage services;



 


		(iv)	demurrage and detention moneys;



 




    	 	7	 



     


    




	 


		(v)	damages
                                         for breach (or payments for variation or termination) of any charterparty or other contract
                                         for the employment of that Ship;



 


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



 


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



 


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



 


“Earnings
Account” means, in relation to an Owner:


 


		(a)	an
                                         account in the name of that Owner with the Facility Agent designated “Earnings Account”;
                                         or



 


		(b)	any
                                         other account (with that or another office of the Facility Agent or with a bank or financial
                                         institution other than the Facility Agent) which is designated by the Facility Agent
                                         as the Earnings Account of that Owner for the purposes of this Agreement.



 


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


 


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


 


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


 


“Environmental
Incident” means:


 


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



 


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



 


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



 




    	 	8	 



     


    




 


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


 


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


 


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


 


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


 


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


 


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


 


“FATCA”
means:


 


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



 


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



 


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



 


“FATCA Application
Date” means:


 


		(a)	in
                                         relation to a “withholdable payment” described in section 1473(l)(A)(i) of
                                         the Code (which relates to payments of interest and certain other payments from sources
                                         within the US), 1 July 2014;



 


		(b)	in
                                         relation to a “withholdable payment” described in section 1473(l)(A)(ii) of
                                         the Code (which relates to “gross proceeds” from the disposition of property
                                         of a type that can produce interest from sources within the US), 1 January 2017; or



 


		(c)	in
                                         relation to a “passthru payment” described in section 1471(d)(7) of the Code
                                         not falling within paragraphs (a) or (b) above, 1 January 2017,



 


or,
in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a
result of any change in FATCA after the date of this Agreement.


 


“FATCA
Deduction” means a deduction or withholding from a payment under a Finance Document
required by FATCA.


 




    	 	9	 



     


    




 


“FATCA
Exempt Party” means a Party that is entitled to receive payments free from any FATCA
Deduction.


 


“FATCA
FFI” means a foreign financial institution as defined in section 1471(d)4 of the
Code which, if any Finance Party is not a FATCA Exempt Party, could be required to make a FATCA Deduction.


 


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


 


“Finance
Document” means:


 


		(a)	this
                                         Agreement;



 


		(b)	any
                                         Fee Letter;



 


		(c)	each
                                         Utilisation Request;



 


		(d)	any
                                         Security Document;



 


		(e)	any
                                         Hedging Agreement;



 


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



 


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



 


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


 


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


 


		(a)	moneys
                                         borrowed;



 


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



 


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



 


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



 


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



 


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



 


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



 




    	 	10	 



     


    




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



 


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



 


“Fleet
Vessel” means the Ships and any other vessel owned by a member of the Group.


 


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


 


“General
Assignment” means, in relation to a Ship, the general assignment creating Security
over the relevant Owner’s rights in respect of that Ship’s Earnings, its Insurances and any Requisition Compensation in relation
to that Ship, in agreed form.


 


“Guarantors”
means the Parent Guarantor and any Additional Guarantors.


 


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


 


“Hedging
Agreement” means any master agreement, confirmation, transaction, schedule or other
agreement in agreed form entered into or to be entered into by the Borrower.


 


“Hedging
Agreement Security” means a first assignment
of the Borrower’s rights and interests in any Hedging Agreement, in agreed form.


 


“Hedging
Prepayment Proceeds” means any amount payable to the Borrower as a result of termination
or closing out under a Hedging Agreement.


 


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


 


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


 


“Indemnified
Person” has the meaning given to it in Clause 14.2 (Other
indemnities).


 


“Initial
Ship” means the bulk carrier type vessel named m.v. “AQUAKNIGHT” which
is registered in the name of the Borrower under the Liberian flag.


 


“Insurances”
means, in relation to a Ship:


 


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



 


		(b)	all
                                         rights and other assets relating to, or derived from, any of such policies, contracts
                                         or entries, including any rights to a return of premium.



 


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


 


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


 




    	 	11	 



     


    




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



 


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



 


each
as of the Specified Time for dollars.


 


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


 


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


 


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


 


“Latest
Accounts” means the most recent consolidated accounts and financial statements of
the Parent Guarantor delivered by the Borrower to the Facility Agent pursuant to Clause 20.2 (Financial
statements).


 


“Lender”
means:


 


		(a)	any
                                         Original Lender; and



 


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



 


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


 


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


 


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



 


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



 


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




 




“LMA”
means the Loan Market Association.


 


“Loan”
means the loan to be made available under the Facility or the aggregate principal amount
outstanding for the time being of the borrowings under the Facility and a “part
of the Loan” means an Advance, a Tranche, a part of a Tranche or any other part of the Loan as the context may
require.


 


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


 


“Majority
Lenders” means:


 


		(a)	if
                                         no Advance has yet been made, a Lender or Lenders whose Commitments aggregate more than
                                         662⁄3 per cent. of the Total Commitments; or



 




    	 	12	 



     


    

 


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



 


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


 


“Manager’s
Undertaking” means, in relation to a Ship, the letter of undertaking from its Approved
Technical Manager and the letter of undertaking from its Approved Commercial Manager subordinating the rights of such Approved
Technical Manager and such Approved Commercial Manager respectively against that Ship and the relevant Owner to the rights of
the Finance Parties in agreed form.


 


“Margin”
means 3.45 per cent. per annum.


 


“Market
Value” means, in relation to a Ship or any other vessel, at any date, the market
value of that Ship or vessel shown by the arithmetic mean of two valuations prepared:


 


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



 


		(b)	by an Approved Valuer;



 


		(c)	with or without physical
inspection of that Ship or vessel (as the Facility 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
Charter, and



 


		(e)	after deducting the estimated
amount of the usual and reasonable expenses which would be incurred in connection with the sale and otherwise in form and substance
satisfactory to the Facility Agent.



 


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


 


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



 


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



 


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



 


“Minimum
Liquidity Accounts” means, in relation to an Owner:


 


		(a)	an
                                         account in the name of that Owner with the Facility Agent designated “Minimum Liquidity
                                         Account”; or



 


		(b)	any
                                         other account (with that or another office of the Facility Agent) which is designated
                                         by the Facility Agent as the Minimum Liquidity Account of that Owner for the purposes
                                         of this Agreement.



 


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


 




    	 	13	 



     


    




 


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



 


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



 


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



 


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


 


“Mortgage”
means:


 


		(a)	in
                                         the case of the Initial Ship, a first preferred Liberian ship mortgage on the Initial
                                         Ship;



 


		(b)	in
                                         the case of an Approved Ship, a first preferred or priority ship mortgage on that Approved
                                         Ship,



 


each
in agreed form.


 


“Negative
Pledge” means, in relation to an Owner, a negative pledge undertaking over the shares
in that Owner to be executed by the Parent Guarantor in favour of the Security Agent in agreed form.


 


“Obligor”
means the Borrower, the Parent Guarantor or any Additional Guarantor.


 


“Owner”
means the Borrower or any Additional Guarantor.


 


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


 


“Parallel
Debt” means any present and future amount which an Obligor owes to the Security
Agent under Clause 31.2 (Parallel
Debt (Covenant to pay the Security Agent)) or under that Clause as incorporated by reference or in full in any
other Finance Document.


 


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


 


“Party”
means a party to this Agreement.


 


“Permitted
Charter” means, in relation to a Ship, a Charter:


 


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



 


		(b)	the duration of which does
not exceed and is not capable of exceeding, by virtue of any optional extensions, 12 months;



 


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



 


		(d)	in relation to which not
more than two months’ hire is payable in advance, and any other Charter which is approved in writing by the Facility Agent acting
with the authorisation of the Lenders.



 




    	 	14	 



     


    

 


“Permitted
Financial Indebtedness” means:


 


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



 


		(b)	any
                                         Financial Indebtedness that is subordinated to all Financial Indebtedness incurred under
                                         the Finance Documents on terms acceptable to the Lenders and which is, in the case of
                                         any such Financial Indebtedness of an Owner, the subject of Subordinated Debt Security.



 


“Permitted
Security” means:


 


		(a)	Security created by the Finance
Documents;



 


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



 


		(c)	liens
                                         for unpaid master’s and crew’s wages in accordance with usual maritime practice;



 


		(d)	liens for salvage;



 


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



 


		(f)	any
                                         security or right of set off created pursuant to the general banking conditions (algemene
                                         bankvoorwaarden); and



 


		(g)	any
                                         other lien arising by operation of law or otherwise in the ordinary course of the operation,
                                         repair or maintenance of any Ship and not as a result of any default or omission by any
                                         Borrower, provided such liens do not secure amounts more than 30 days overdue (unless
                                         the overdue amount is being contested in good faith by appropriate steps) and subject,
                                         in the case of liens for repair or maintenance, to Clause 24.14 (Restrictions
                                         on chartering, appointment of managers etc.).



 


“Permitted
Shareholder” means the person or persons separately disclosed to and agreed by the
Lenders.


 


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


 


“Protected
Party” has the meaning given to it in Clause 12.1 (Definitions).


 


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


 


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


 




    	 	15	 



     


    




 


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


 


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


 


		(a)	(other
                                         than where paragraph (b) below applies) as the rate at which the relevant Reference Bank
                                         could borrow funds in the London interbank market in dollars for the relevant period
                                         were it to do so by asking for and then accepting interbank offers for deposits in reasonable
                                         market size in that currency and for that period; or



 


		(b)	if
                                         different, as the rate (if any and applied to the relevant Reference Bank and the relevant
                                         currency and period) which contributors to the Screen Rate are asked to submit to the
                                         relevant administrator; OR



 


“Reference
Banks” means Credit Suisse AG and the principal London branches of up to 2 other
prime international banks which the Facility Agent may select.


 


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


 


“Relevant
Interbank Market” means the London interbank market.


 


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


 


		(a)	its
                                         jurisdiction of incorporation;



 


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



 


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



 


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



 


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


 


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


 


“Repeating
Representation” means each of the representations set out in Clause 19
(Representations) except Clause 19.10
(Insolvency), Clause 19.11
(No filing or stamp taxes) and Clause 19.12
(Deduction of Tax) and any representation of any Transaction Obligor made in any other Finance Document that is
expressed to be a “Repeating Representation” or is otherwise expressed to be repeated.


 


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


 


“Requisition”
means, in relation to a Ship:


 


		(a)	any
                                         expropriation, confiscation, requisition or acquisition of that 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 year without any right to an extension) unless it is within
30 days redelivered to the full control of the relevant Owner; and



 




    	 	16	 



     


    




 


		(b)	any arrest, capture, seizure
or detention of that Ship (including any hijacking or theft) unless it is within 30 days redelivered to the full control of the
relevant Owner.



 


“Requisition
Compensation” includes all compensation or other moneys payable by reason of any
Requisition.


 


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


 


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


 


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


 


“Screen
Rate” means the London interbank offered rate administered by ICE Benchmark Administration
Limited (or any other person which takes over the administration of that rate) for dollars for the relevant period displayed on
page LIBOROl of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate
page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or
service ceases to be available, the Facility Agent may specify another page or service displaying the relevant rate after consultation
with the Borrower.


 


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


 


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


 


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


 


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


 


“Security Document”
means:


 


		(a)	any Negative Pledge;



 


		(b)	any Mortgage;



 


		(c)	any General Assignment;



 


		(d)	any Account Security;



 


		(e)	any Manager’s Undertaking;



 


		(f)	any Hedging Agreement Security;



 


		(g)	any Subordinated Debt Security;



 


		(h)	any Charterparty Assignment;



 


		(i)	any Deed of Covenant;



 




    	 	17	 



     


    

 


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



 


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



 


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


 


“Security
Property” means:


 


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



 


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



 


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



 


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



 


		except:	



 


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



 


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



 


“Selection
Notice” means a notice substantially in the form set out in Part B of Schedule 3
(Requests)
given in accordance with Clause 9 (Interest
Periods).


 


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


 


“Ship”
means the Initial Ship or any Approved Ship.


 


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


 


“Subordinated
Creditor” means:


 


		(a)	an Obligor; or



 


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



 


“Subordinated
Debt Security” means a Security over Subordinated Liabilities and subordinating
the rights of the relevant Subordinated Creditor entered into or to be entered into by a Subordinated Creditor in favour of the
Security Agent in a form acceptable to the Facility Agent.



  




    	 	18	 



     


    

 


“Subordinated
Finance Document” means:


 


		(a)	a Subordinated Loan Agreement;
and



 


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



 


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


 


“Subordinated
Loan Agreement” means any loan agreement made between (i) the relevant Additional
Guarantor and (ii) the Subordinated Creditor.


 


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


 


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


 


“Tax
Credit” has the meaning given to it in Clause 12.1 (Definitions).


 


“Tax
Deduction” has the meaning given to it in Clause 12.1 (Definitions).


 


“Tax
Payment” has the meaning given to it in Clause 12.1 (Definitions).


 


“Technical
Management Agreement” means the agreement entered or to be entered into between
an Owner and the Approved Technical Manager regarding the technical management of a Ship.


 


“Termination
Date” means, in relation to a Tranche, the earlier of (i) the date falling on the
fifth anniversary of the Utilisation Date for such Tranche and (ii) 30 September 2022.


 


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


 


“Total
Commitments” means the aggregate of the Commitments, being $50,000,000 at the date
of this Agreement.


 


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


 


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



 


		(b)	any Requisition.



 


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


 


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



 


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



 


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



 


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



 




    	 	19	 



     


    

 


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



 


“Tranche”
means Tranche A or an Approved Ship Tranche.


 


“Tranche
A” means that part of the Loan made or to be made available to the Borrower in an
amount not exceeding 40 per cent. of the Market Value of Initial Ship as at the first Utilisation Date.


 


“Transaction
Document” means:


 


		(a)	a Finance Document;



 


		(b)	a Subordinated Finance Document;



 


		(c)	any Charter; or



 


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



 


“Transaction
Obligor” means an Obligor, any Approved Manager who is a member of the Group or
any other member of the Group who executes a Transaction Document.


 


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


 


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


 


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


 


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



 


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



 


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


 


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


 


“US”
means the United States of America.


 


“US Tax Obligor”
means:


 


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



 


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



 


“Utilisation”
means a utilisation of the Facility.


 


“Utilisation
Date” means the date of a Utilisation, being the date on which the relevant Advance
is to be made.


 


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


 




    	 	20	 



     


    

 


“VAT”
means:


 


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



 


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



 


“Write-down
and Conversion Powers” means:


 


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



 


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



 


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



 


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



 


		1.2	Construction



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 




    	 	21	 



     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		1.3	Construction
                                         of insurance terms



 


In
this Agreement:


 


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


 




    	 	22	 



     


    

  


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


 


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


 


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


 


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


 


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


 


		1.4	Agreed
                                         forms of Finance Documents



 


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


 


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



 


		(b)	in
                                         any other form agreed in writing between the Borrower and the Facility Agent acting with
                                         the authorisation of the Majority Lenders or, where Clause 43.2 (All
                                         Lender matters) applies, all the Lenders.



 


		1.5	Third
                                         party rights



 


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



 


		(b)	Subject
                                         to Clause 43.3 (Other
                                         exceptions) but otherwise notwithstanding any term of any Finance Document,
                                         the consent of any person who is not a Party is not required to rescind or vary this
                                         Agreement at any time.



 


		(c)	Any
                                         Receiver, Delegate or any other person described in paragraph (d) of Clause 14.2 (Other
                                         indemnities), paragraph (b) of Clause 30.11 (Exclusion
                                         of liability), Clause 30.22 (Role
                                         of Reference Banks), Clause 30.23 (Third
                                         Party Reference Banks) or paragraph (b) of Clause 31.11 (Exclusion
                                         of liability) may, subject to this Clause 1.5 (Third
                                         party rights) and the Third Parties Act, rely on any Clause of this Agreement
                                         which expressly confers rights on it.



 




    	 	23	 



     


    

 


SECTION
2


 


THE FACILITY


 


		2	THE
                                         FACILITY



 


		2.1	The
                                         Facility



 


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


 


		2.2	Approved
                                         Ships



 


Subject
to the terms of this Agreement, after Tranche A has been advanced but before the end of the Availability Period, the Borrower
may utilise the remaining Available Commitment provided that:


 


		(a)	the Borrower gives written
notice to the Facility Agent at least 15 Business Days before the date of the relevant Utilisation Request;



 


		(b)	the
                                         relevant Additional Guarantor accedes to this Agreement;



 


		(c)	the Approved Ship to be owned
by that Additional Guarantor satisfies the Approved Ship Criteria;



 


		(d)	no
                                         Default has occurred and is continuing; and



 


		(e)	the
                                         relevant conditions referred to in Clause 4 (Conditions of Utilisation) and Clause 5
                                         (Utilisation)
                                         are satisfied.



 


		2.3	Finance
                                         Parties’ rights and obligations



 


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



 


		(b)	The
                                         rights of each Finance Party under or in connection with the Finance Documents are separate
                                         and independent rights and any debt arising under the Finance Documents to a Finance
                                         Party from a Transaction Obligor shall be a separate and independent debt.



 


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



 


		(d)	Notwithstanding
                                         any other provision of the Finance Documents, a Finance Party may separately sue for
                                         any Unpaid Sum due to it without the consent of any other Finance Party or joining any
                                         other Finance Party to the relevant proceedings.



 


		2.4	Borrower’s
                                         Agent



 


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



 


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



 




    	 	24	 



     


    




 


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



 


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


 


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



 


		3	PURPOSE



 


		3.1	Purpose



 


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


 


		3.2	Monitoring



 


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


 


		4	CONDITIONS
OF UTILISATION



 


		4.1	Initial
conditions precedent



 


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


 


		4.2	Further
conditions precedent



 


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


 


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



 


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



 


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



 


		(iii)	no Change of Control has
occurred; and



 


		(iv)	the
                                         provisions of paragraph (b) of Clause 10.3 (Market
                                         disruption) do not apply;



 


		(b)	on
                                         the Utilisation Date in respect of an Advance under Tranche A, the Facility Agent has
                                         received, or is satisfied that it will receive when the Advance is made available, all
                                         of the documents and other evidence listed in Part B of Schedule 2 (Conditions
                                         Precedent) in form and substance satisfactory to the Facility Agent; and



 




    	 	25	 



     


    

  


		(c)	on
                                         the Utilisation Date in respect of an Advance under an Approved Ship Tranche, the Facility
                                         Agent has received, or is satisfied that it will receive when the Advance is made available,
                                         all of the documents and other evidence listed in Part C of Schedule 2 (Conditions
                                         Precedent) in form and substance satisfactory to the Facility Agent.



 


		4.3	Notification
of satisfaction of conditions precedent



 


		(a)	The
                                         Facility Agent shall notify the Borrower and the Lenders promptly upon being satisfied
                                         as to the satisfaction of the conditions precedent referred to in Clause 4.1 (Initial
                                         conditions precedent) and Clause 4.2 (Further
                                         conditions precedent).



 


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



 


		4.4	Waiver
of conditions precedent



 


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


 




    	 	26	 



     


    

 


SECTION
3


 


UTILISATION


 


		5	UTILISATION



 


		5.1	Delivery
                                         of a Utilisation Request



 


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



 


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



 


		(c)	There
                                         shall be a maximum of ten Tranches, one in respect of each Ship.



 


		5.2	Completion
                                         of a Utilisation Request



 


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



 


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



 


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



 


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



 


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



 


		5.3	Currency
                                         and amount



 


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



 


		(b)	The amount of the proposed
Advance must be an amount which is not more than the maximum amount referred to in the definition of the relevant Tranche.



 


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



 


		5.4	Lenders’
                                         participation



 


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



 


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



 


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



 


		5.5	Cancellation
                                         of Commitments



 


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


 




    	 	27	 



     


    

 


		5.6	Payment to third parties



 


The
Facility Agent shall, on each Utilisation Date, pay to, or for the account of, the Borrower the amounts which the Facility Agent
receives from the Lenders in respect of the Advance. That payment shall be made in like funds as the Facility Agent received from
the Lenders in respect of the Advance to the account of the relevant seller which the Borrower specifies in the relevant Utilisation
Request.


 


		5.7	Disbursement of Advance to third party



 


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


 


		5.8	Prepositioning of funds



 


If,
in respect of the Utilisation of any Tranche, the Lenders, at the request of the Borrower and on terms acceptable to all the Lenders
and in their absolute discretion, preposition funds with any bank, the Borrower and the Parent Guarantor:


 


		(a)	agree
                                         to pay interest on the amount of the funds so prepositioned at the rate described in
                                         Clause 8.1 (Calculation
                                         of interest) on the basis of successive interest periods of one day and so that interest
                                         shall be paid together with the first payment of interest on such Advance after the Utilisation
                                         Date in respect of it or, if such Utilisation Date does not occur, within three Business
                                         Days of demand by the Facility Agent; and



 


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



 




    	 	28	 



     


    

SECTION 4 


 


REPAYMENT,
PREPAYMENT AND CANCELLATION


 


		6	REPAYMENT



 


		6.1	Repayment
                                         of Loan



 


		(a)	Subject
                                         to Clause 6.5 (Deferral
                                         Option), the Borrower shall repay each Tranche by up to 20 equal consecutive
                                         quarterly instalments (each a “Repayment
                                         Instalment”) together with a balloon payable on the Termination Date
                                         for such Tranche, using a fifteen year age-adjusted repayment profile based on the age
                                         of the relevant Ship on the Utilisation Date in relation to that Ship.



 


		(b)	The first Repayment instalment
shall be repaid on the date falling 3 Months after theUtilisation Date for such Tranche and the last Repayment Instalment together
with a balloon instalment on the Termination Date for such Tranche.



 


		(c)	The Facility Agent shall
provide the Borrower with a repayment schedule in relation to each Tranche following the relevant Utilisation Date.



 


		6.2	Effect of
                                         cancellation and prepayment on scheduled repayments



 


		(a)	If
                                         the Borrower cancels the whole or any part of any Available Commitment in accordance with
                                         Clause 7.7 (Right
                                         of repayment and cancellation in relation to a single Lender) or if the Available
                                         Commitment of any Lender is cancelled under Clause 7.1 (Illegality)
                                         then the Repayment Instalments and the balloon amounts falling after that cancellation
                                         will reduce pro rata by the amount of the Available Commitments so cancelled;



 


		(b)	If
                                         the Borrower cancels the whole or any part of any Available Commitment in accordance with
                                         Clause 7.3 (Automatic
                                         cancellation) or if the whole or part of any Commitment is cancelled pursuant to
                                         Clause 5.5 (Cancellation of Commitments), the Repayment Instalments for the relevant
                                         Tranche for each Repayment Date and the balloon amount for the relevant Tranche falling
                                         after that cancellation will reduce pro rata by the amount of the Commitments so cancelled;



 


		(c)	If
                                         any part of the Loan is repaid or prepaid in accordance with Clause 7.4 (Voluntary
                                         prepayment of Loan), Clause 7.7 (Right
                                         of repayment and cancellation in relation to a single Lender) or Clause 7.1
                                         (Illegality)
                                         then the Repayment Instalments for each Repayment Date falling after that repayment
                                         or prepayment and the balloon amount for the relevant Tranche will reduce pro rata by
                                         the amount of the Loan repaid or prepaid;






 


		(d)	If
                                         any part of the Loan is prepaid in accordance with Clause 7.5 (Mandatory
                                         prepayment on sale or Total Loss), Clause 7.6 (Mandatory
                                         prepayment of Hedging Payment Proceeds) or Clause 25.2 (Provision
                                         of additional security; prepayment) then the amount of the Repayment Instalments
                                         for each Repayment Date falling after that repayment or prepayment and the balloon amount
                                         for the relevant Tranche will reduce pro rata between each Tranche and then within each
                                         Tranche in inverse chronological order by the amount of the Loan repaid or prepaid.



 


		6.3	Termination
                                         Date



 


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


 




    	 	29	 



     


    

 


		6.4	Reborrowing



 


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


 


		6.5	Deferral
Option



 


		(a)	Subject
                                         to the other provisions of this Clause 6.5 (Deferral
                                         Option), the Borrower may elect todefer the payment of:



 


		(i)	the first 8 Repayment Instalments
in respect of a Tranche where the Ship financed by that Tranche is less than 9 years old as at the relevant Utilisation Date;
or



 


		(ii)	in
                                         the case of any other Ship, the first 6 Repayment Instalments in respect of the relevant
                                         Tranche.



 


		(b)	The Borrower may only exercise
the deferral option referred to in paragraph (a) of this clause if:



 


		(i)	no
                                         Potential Event of Default or Event of Default has occurred or would occur as a result
                                         of the exercise of such option; and



 


		(ii)	the
                                         aggregate Market Value of each Ship then subject to a Mortgage is equal to or higher
                                         than 150 per cent. of the Loan as at the date of the exercise of such option. For the
                                         purposes of this clause the Market Value of each Ship shall be determined on the basis
                                         of valuations prepared by an Approved Valuer at the Borrower’s cost and dated not more
                                         than 3 months prior to the date of the exercise of such option.



 


		(c)	Any
                                         Repayment Instalments which are deferred pursuant to paragraph (a) of this Clause shall
                                         be added to and repaid together with the balloon instalment in relation to the relevant
                                         Tranche.



 


		(d)	The
                                         deferral option shall only be exercisable by a written notice from the Borrower to the
                                         Facility Agent (a “Deferral
                                         Notice”) specifying the relevant Repayment Instalments and the relevant
                                         Tranche and the Borrower shall send such Deferral Notice to the Facility Agent not earlier
                                         than 30 Business Days and not later than 10 Business Days prior to the repayment date
                                         on which the Repayment Instalment to be deferred would, but for such proposed deferral,
                                         have been paid.



 


		7	PREPAYMENT
                                         AND CANCELLATION



 


		7.1	Illegality



 


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


 


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



 


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



 


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



 




    	 	30	 



     


    

 


		7.2	Change
                                         of control



 


		(a)	If
                                         any Change of Control occurs:



 


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



 


		(ii)	if
                                         the Majority Lenders so require, the Facility Agent shall, by not less than 15 days’
                                         notice to the Borrower, cancel the Facility and declare the Loan, together with accrued
                                         interest, and all other amounts accrued under the Finance Documents immediately due and
                                         payable, whereupon the Facility will be cancelled and all such outstanding Loans and
                                         amounts will become immediately due and payable.



 


		7.3	Automatic
                                         cancellation



 


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


 


		7.4	Voluntary
                                         prepayment of Loan



 


The
Borrower may, if it gives the Facility Agent not less than 10 Business Days’ prior written notice, prepay the whole or any part
of the Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of one quarterly Repayment
Instalment or a multiple of that amount) on the last day of an Interest Period.


 


		7.5	Mandatory
                                         prepayment on sale or Total Loss



 


		(a)	If
                                         a Ship is sold or becomes a Total Loss, the Borrower shall on the Relevant Date prepay
                                         the Tranche applicable to that Ship.



 


		(b)	On
                                         the Relevant Date, the Borrower shall also prepay such part of the Loan as shall eliminate
                                         any shortfall arising if the ratio set out in Clause 25 (Security
                                         Cover) were applied immediately following the payment referred to in paragraph
                                         (a) above plus, if applicable, any additional amount to maintain the same security cover
                                         ratio as that immediately before the sale or Total Loss.



 


		(c)	Provided
                                         that no Default has occurred and is continuing, any remaining proceeds of the sale or
                                         Total Loss of a Ship after the prepayments referred to in paragraph (a) and paragraph
                                         (b) above have been made together with all other amounts that are payable on any such
                                         prepayment pursuant to the Finance Documents shall be paid to the Borrower.



 


		(d)	In
                                         this Clause 7.5 (Mandatory prepayment on sale
                                         or Total Loss):



 


“Relevant
Date” means:


 


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



 


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



 


		(A)	the date falling 90 days
after the Total Loss Date; and



 


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



 




    	 	31	 



     


    

 


		7.6	Mandatory
                                         prepayment of Hedging Payment Proceeds



 


Any
Hedging Prepayment Proceeds arising as a result of any cancellation or prepayment under this Agreement shall, following payment
into the relevant Earnings Account in accordance with Clause 26.1 (Payment
of Earnings), be applied rateably in respect of each Tranche on the last day of the Interest Period for each Tranche
which ends after such payment in in prepayment of the Loan.


 


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



 


		(a)	If:



 


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



 


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



 


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


 


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



 


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



 


		7.8	Restrictions



 


		(a)	Any
                                         notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment
                                         and Cancellation) shall be irrevocable (other than the 20 Business Days’
                                         indicative prior notice referred to in Clause 7.4 (Voluntary
                                         prepayment of Loan) and, unless a contrary indication appears in this Agreement,
                                         shall specify the date or dates upon which the relevant cancellation or prepayment is
                                         to be made, the amount of that cancellation or prepayment and, if relevant, the part
                                         of the Loan to be prepaid or cancelled.



 


		(b)	Any
                                         prepayment under this Agreement shall be made together with accrued interest on the amount
                                         prepaid and amounts (if any) payable under the Hedging Agreements in connection with
                                         that prepayment and, subject to any Break Costs, without premium or penalty.



 


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



 


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



 


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



 


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



 




    	 	32	 



     


    

 


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



 


		7.9	Application
                                         of prepayments



 


Any
prepayment of any part of the Loan (other than a prepayment pursuant to Clause 7.1 (Illegality),
Clause 7.7 (Right
of repayment and cancellation in relation to a single Lender) or Clause 25.2 (Provision
of additional security; prepayment)) shall be applied:


 


		(a)	first,
                                         in prepayment of the Tranches in relation to any deferred Repayment Instalments (the
                                         “Deferred
                                         Repayment Instalments”), in the case of each such Tranche in
                                         the proportion of the amount deferred under the relevant Tranche divided by the aggregate
                                         amount of Deferred Repayment Instalments under the Loan and within each such Tranche
                                         such prepayment amount shall be applied pro rata in reduction of the Repayment Instalments
                                         and the balloon instalment;



 


		(b)	secondly,
                                         if the prepayment amount exceeds the aggregate of the then outstanding Deferred Repayment
                                         Instalments, the balance shall be applied pro rata against all Tranches and, in relation
                                         to each Tranche, pro rata in reduction of the Repayment Instalments and balloon instalment
                                         for that Tranche; and



 


		(c)	if
                                         there are no Deferred Repayment Instalments at the time of the payment, pro rata against
                                         all Tranches and, in relation to each Tranche, pro rata in reduction of the Repayment
                                         Instalments and balloon instalment for that Tranche.



	


 




    	 	33	 



     


    

 


SECTION
5


 


COSTS
OF UTILISATION


 


		8	INTEREST



 


		8.1	Calculation
of interest



 


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


 


		(a)	the Margin; and



 


		(b)	LIBOR.



 


		8.2	Payment
of interest



 


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



 


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



 


		8.3	Default
interest



 


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



 


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



 


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



 


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



 


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



 


		8.4	Notification
of rates of interest



 


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



 


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



 




    	 	34	 



     


    

 


		8.5	Hedging



 


		(a)	On
                                         or before the first Utilisation Date, the Borrower may enter into Hedging Agreements
                                         and shall after that date maintain such Hedging Agreements in accordance with this Clause
                                         8.5 (Hedging).



 


		(b)	Each
                                         Hedging Agreement shall:



 


		(i)	be with a Hedge Counterparty;



 


		(ii)	be for a term ending on the
relevant Termination Date;



 


		(iii)	be in agreed form and based
on the 2002 ISDA Master Agreement; and



 


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



 


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



 


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



 


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



 


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



 


		(g)	If,
                                         at any time, the aggregate notional principal amount of the transactions in respect of
                                         the Hedging Agreements exceeds or, as a result of any repayment or prepayment under this
                                         Agreement, will exceed 100 per cent. of the Loan at that time, the Borrower shall, if
                                         requested by the Facility Agent (acting on the instructions of the Majority Lenders),
                                         immediately reduce the aggregate notional amount of those transactions by an amount and
                                         in a manner satisfactory to the Facility Agent so that it no longer exceeds or will not
                                         exceed 100 per cent. of the Loan then or that will be outstanding.



 


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



 


		(i)	Paragraph
                                         (g) above shall not apply to any transactions in respect of any Hedging Agreement under
                                         which the Borrower has no actual or contingent indebtedness.



 


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



 


		(i)	in accordance with paragraph
(h) above;



 


		(ii)	on
                                         the occurrence of an Illegality, (as such expression is defined in the relevant Hedging
                                         Agreement);



 


		(iii)	in the case of termination
or closing out by a Hedge Counterparty:



 


		(A)	if
                                         the Facility Agent serves notice under paragraph (b) of Clause 27.18 (Acceleration)
                                         or, having served notice under paragraph (c) of Clause 27.18 (Acceleration),
                                         makes a demand;



 




    	 	35	 



     


    

 


		(B)	the
                                         Borrower does not pay within one Business Day of the due date any amount payable pursuant
                                         to the relevant Hedging Agreement at the place at and in the currency in which it is
                                         expressed to be payable;



 


		(C)	in
                                         the case of Credit Suisse AG, where Credit Suisse AG ceases to be a Lender;



 


		(D)	at
                                         any time whilst the Obligors are not in compliance with Clause 22.9 (Pari
                                         passu ranking);



 


		(E)	the
                                         Transaction Security is released or ceases to be legal, valid, binding or enforceable;



 


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



 


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



 


		(k)	If a Hedge Counterparty is
entitled to terminate or close out any transaction in respect of any Hedging Agreement under sub-paragraph (iii) of paragraph
(j) above, such Hedge Counterparty shall promptly terminate or close out such transaction following a request to do so by the
Security Agent.



 


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



 


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



 


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



 


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



 


		9	INTEREST
                                         PERIODS



 


		9.1	Selection
                                         of Interest Periods



 


		(a)	The
                                         Borrower may select the Interest Period for each Tranche in the Utilisation Request for
                                         that Tranche. Subject to paragraph (f) below and Clause 9.2 (Changes
                                         to Interest Periods), the Borrower may select each subsequent Interest Period
                                         in respect of a Tranche in a Selection Notice.



 


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



 


		(c)	If
                                         the Borrower fail to select an Interest Period in the first Utilisation Request or fail
                                         to deliver a Selection Notice to the Facility Agent in accordance with paragraphs (a)
                                         and (b) above, the relevant Interest Period will, subject to paragraph (f) below and
                                         Clause 9.2 (Changes
                                         to Interest Periods), be three Months.



 


		(d)	Subject to this Clause 9
(Interest Periods),
the Borrower may select an Interest Period of three, six or twelve Months or any other period agreed between the Borrower
and the Facility Agent (acting on the instructions of all the Lenders).



 




    	 	36	 



     


    

 


		(e)	An
                                         Interest Period in respect of a Tranche or any part of a Tranche shall not extend beyond
                                         the Termination Date.



 


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



 


		(g)	The
                                         first Interest Period for each Tranche shall start on the first Utilisation Date relating
                                         to such Tranche and each subsequent Interest Period shall start on the last day of its
                                         preceding Interest Period.



 


		(h)	Except
                                         for the purposes of paragraph (f) above and Clause 9.2 (Changes
                                         to Interest Periods), each
                                         Tranche shall have one Interest Period only at any time.



 


		9.2	Changes
                                         to Interest Periods



 


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



 


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



 


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



 


		9.3	Non-Business
                                         Days



 


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


 


		10	CHANGES
                                         TO THE CALCULATION OF INTEREST



 


		10.1	Unavailability
                                         of Screen Rate



 


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



 


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



 


		(i)	dollars; or



 


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



 


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


 




    	 	37	 



     


    

 


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



 


		10.2	Calculation
                                         of Reference Bank Rate



 


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



 


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



 


		10.3	Market
                                         disruption



 


		(a)	If
                                         before close of business in London on the Quotation Day for the relevant Interest Period
                                         the Facility Agent receives notification from a Lender or Lenders (whose participations
                                         in the Loan or the relevant part of the Loan exceed 30 per cent. of the Loan or the relevant
                                         part of the Loan) (the “Relevant
                                         Lender”) that the cost to it of funding its participation in the Loan or that
                                         part of the Loan from whatever source it may reasonably select would be in excess of
                                         LIBOR then Clause 10.4 (Cost
                                         of funds) shall
                                         apply to the Loan or that part of the Loan (as applicable) for the relevant Interest
                                         Period.



 


		(b)	If,
                                         at least one Business Day before a Utilisation Date, the Facility Agent receives notification
                                         from a Lender (the “Affected
                                         Lender”) that for any reason it is unable to obtain dollars in the Relevant
                                         Interbank Market in order to fund its participation in the relevant Advance, the Affected
                                         Lender’s obligation to participate in that Advance shall be suspended while that situation
                                         continues.



 


		10.4	Cost of funds



 


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



 


		(i)	the Margin; and



 


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



 


		(b)	If
                                         this Clause 10.4 (Cost
                                         of funds) applies and the Facility Agent or the Borrower so require, the Facility
                                         Agent and the Borrower shall enter into negotiations (for a period of not more than 30
                                         days) with a view to agreeing a substitute basis for determining the rate of interest
                                         or (as the case may be) an alternative basis for funding. For the avoidance of doubt,
                                         if the Facility Agent and the Borrower are unable to agree a substitute basis for determining
                                         the rate of interest or (as the case may be) an alternative basis for funding, paragraph
                                         (a) of this Clause 10.4 (Cost
                                         of funds) shall apply. If the Borrower does not agree with this interest rate,
                                         the Borrower may give the Facility Agent not less than 7 Business Days’ notice
                                         of its intention to prepay the Loan at the end of the interest period set by the Facility
                                         Agent.



 


		(c)	Subject
                                         to Clause 43.4 (Replacement
                                         of Screen Rate), any substitute or alternative basis agreed pursuant to paragraph
                                         (b) above shall, with the prior consent of all the Lenders and the Borrower, be binding
                                         on all Parties.



 




    	 	38	 



     


    

 


		(d)	If
                                         this Clause 10.4 (Cost
                                         of funds) applies pursuant to Clause 10.3 (Market
                                         disruption) and a Lender’s Funding Rate is less than LIBOR, the cost
                                         to that Lender of funding its participation in the Loan or the relevant part of the Loan
                                         for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to
                                         be LIBOR.



 


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



 


		10.5	Break
                                         Costs



 


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



 


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



 


		11	FEES



 


		11.1	Commitment
                                         fee



 


		(a)	The
                                         Borrower shall pay to the Facility Agent (for the account of each Lender) a fee computed
                                         at a rate of 1.40 per cent. per annum on that Lender’s Available Commitment from 26 June
                                         2017 until the final Utilisation Date.



 


		(b)	The
                                         accrued commitment fee is payable on the last day of each successive period of three
                                         Months during the period from 26 June 2017 until the final Utilisation Date and, if cancelled,
                                         on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation
                                         is effective.



 


		11.2	Arrangement
                                         fee



 


The
Borrower shall pay to the Arranger an arrangement fee in the amount and at the times agreed in a Fee Letter.


 




    	 	39	 



     


    

 


SECTION
6


 


ADDITIONAL
PAYMENT OBLIGATIONS


 


		12	TAX
GROSS UP AND INDEMNITIES



 


		12.1	Definitions



 


		(a)	In this Agreement:



 


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


 


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


 


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


 


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


 


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



 


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



 


		12.2	Tax
                                         gross-up



 


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



 


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



 


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



 


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



 


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



	




    	 	40	 



     


    

 


		 12.3	Tax
                                         indemnity



 


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



 


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



 


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



 


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



 


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



 


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


 


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



 


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



 


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



 


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



 


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



 


		 12.4	Tax
                                         Credit



 


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


 


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



 


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



 


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


 


		 12.5	Stamp
                                         taxes



 


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


 




    	 	41	 



     


    

 


		12.6	VAT



 


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



 


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



 


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



 


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



 


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



 


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



 


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




    	 	42	 



     


    

 


		12.7	FATCA
                                         Information



 


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



 


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



 


		(A)	a FATCA Exempt Party; or



 


		(B)	not a FATCA Exempt Party;
and



 


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



 


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



 


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



 


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



 


		(i)	any law or regulation;



 


		(ii)	any fiduciary duty; or



 


		(iii)	any duty of confidentiality.



 


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



 


		12.8	FATCA
                                         Deduction



 


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



 


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



 




    	 	43	 



     


    

 


		13	INCREASED
COSTS



 


		13.1	Increased
costs



 


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



 


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



 


		(ii)	compliance
with any law or regulation made,



 


in each case after the date of this Agreement; or


 


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



 


		(b)	In this Agreement,



 


		(i)	“Basel III”
means:



 


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



 


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



 


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



 


		(ii)	“CRD
IV” means:



 


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



 


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



 


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



 


		(iii)	“Increased Costs”
means:



 


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



 


		(B)	an
                                         additional or increased cost; or



	 




    	 	44	 



     


    

 


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



 


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


 


		13.2	Increased
                                         cost claims



 


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



 


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



 


		13.3	Exceptions



 


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


 


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



 


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



 


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



 


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



 


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



 


		14	OTHER
                                         INDEMNITIES



 


		14.1	Currency
                                         indemnity



 


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



 


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



 


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



 


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


 


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



 


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



 




    	 	45	 



     


    

 


		14.2	Other
                                         indemnities



 


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



 


		(i)	the occurrence of any Event
of Default;



 


		(ii)	a
                                         failure by a Transaction Obligor to pay any amount due under a Finance Document on its
                                         due date, including without limitation, any cost, loss or liability arising as a result
                                         of Clause 34 (Sharing
                                         among the Finance Parties);



 


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



 


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



 


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



 


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



 


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



 


		(ii)	in connection with any Environmental
Claim.



 


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



 


		14.3	Indemnity
                                         to the Facility Agent



 


Each
Obligor shall, on demand, indemnify the Facility Agent against:


 


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



 


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



 


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



 


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



 




    	 	46	 



     


    

 


		(b)	any
                                         cost, loss or liability incurred by the Facility Agent (otherwise than by reason of the
                                         Facility Agent’s gross negligence or wilful misconduct) or, in the case of any
                                         cost, loss or liability pursuant to Clause 35.11 (Disruption
                                         to Payment Systems etc.) notwithstanding the Facility Agent’s negligence,
                                         gross negligence or any other category of liability whatsoever but not including any
                                         claim based on the fraud of the Facility Agent in acting as Facility Agent under the
                                         Finance Documents.



 


		14.4	Indemnity
                                         to the Security Agent



 


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



 


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



 


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



 


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



 


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



 


		(D)	the
                                         exercise of any of the rights, powers, discretions, authorities and remedies vested in
                                         the Security Agent and each Receiver and Delegate by the Finance Documents or by law;



 


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



 


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



 


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



 


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



 


		(b)	The
                                         Security Agent and every Receiver and Delegate may, in priority to any payment to the
                                         Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and
                                         retain, all sums necessary to give effect to the indemnity in this Clause 14.4 (Indemnity
                                         to the Security Agent) and shall have a lien on the Transaction Security and
                                         the proceeds of the enforcement of the Transaction Security for all monies payable to
                                         it.



 


		14.5	Mandatory
                                         Cost



 


The
Borrower shall, on demand by the Facility Agent, pay to the Facility Agent for the account of the relevant Lender, such amount
which any Lender certifies in a notice to the Facility Agent to be its good faith determination of the amount necessary to compensate
it for complying with:


 


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



 




    	 	47	 



     


    




 


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



 


		(c)	in the case of a Lender lending
from a Facility Office in Switzerland, any cost as determined by that Lender of complying with any applicable regulatory requirement(s)
of the Swiss National Bank, the Swiss Financial Market Supervisory Authority (FINMA) or any other relevant regulatory authority,
which, in all cases, is referable to that Lender’s participation in the Loan.



 


		15	MITIGATION
                                         BY THE FINANCE PARTIES



 


		15.1	Mitigation



 


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



 


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



 


		15.2	Limitation
                                         of liability



 


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



 


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



 


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



 


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



 


		16	COSTS
                                         AND EXPENSES



 


		16.1	Transaction
                                         expenses



 


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


 


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



 


		(b)	the
                                         Transaction Security; and



 


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



 




    	 	48	 



     


    

 


		16.2	Amendment
costs



 


If:


 


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



 


		(b)	an
                                         amendment is required pursuant to Clause 35.9 (Change
                                         of currency); or



 


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



 


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


 


		16.3	Enforcement
and preservation costs



 


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


	 




    	 	49	 



     


    

 


SECTION 7


 



GUARANTEE
AND JOINT AND SEVERAL LIABILITY OF GUARANTORS


 


		17	GUARANTEE
                                         AND INDEMNITY – GUARANTORS



 


		17.1	Guarantee
                                         and indemnity



 


Each
Guarantor irrevocably and unconditionally, jointly and severally:


 


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



 


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



 


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



 


		17.2	Continuing
                                         guarantee



 


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


 


		17.3	Reinstatement



 


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


 


		17.4	Waiver
                                         of defences



 


The
obligations of each Guarantor under this Clause 17 (Guarantee
and Indemnity – Guarantors) and in respect of any Transaction Security will not be affected or discharged by
an act, omission, matter or thing which, but for this Clause 17.4 (Waiver
of defences), would reduce, release or prejudice any of its obligations under this Clause 17 (Guarantee
and Indemnity – Guarantors) or in respect of any Transaction Security (without limitation and whether or not
known to it or any Secured Party) including:


 


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



 


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



 




    	 	50	 



     


    

 


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



 


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



 


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



 


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



 


		(g)	any insolvency
                                         or similar proceedings.



 


		17.5	Immediate
                                         recourse



 


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


 


		17.6	Appropriations



 


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


 


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



 


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



 


		17.7	Deferral
                                         of Guarantors’ rights



 


All
rights which each Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against
the Borrower, any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the Secured
Parties under the Finance Documents and until the end of the Security Period and unless the Facility Agent otherwise directs,
no Guarantor will exercise any rights which it may have (whether in respect of any Finance Document to which it is a Party or
any other transaction) by reason of performance by it of its obligations under the Finance Documents or by reason of any amount
being payable, or liability arising, under this Clause 17 (Guarantee
and Indemnity – Guarantors):


 


		(a)	to
                                         be indemnified by a Transaction Obligor;



 




    	 	51	 



     


    

 


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



 


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



 


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



 


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



 


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



 


If
any Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or
distribution to the extent necessary to enable all amounts which may be or become payable to the Secured Parties by the Transaction
Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Secured Parties and shall promptly
pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 35
(Payment Mechanics).


 


		17.8	Additional
                                         security



 


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


 


		17.9	Applicability
                                         of provisions of Guarantee to other Security



 


Clauses
17.2 (Continuing
guarantee), 17.3 (Reinstatement), 17.4 (Waiver
of defences), 17.5 (Immediate
recourse), 17.6 (Appropriations), 17.7 (Deferral
of Guarantors’ rights) and 17.8 (Additional
security) shall apply, with any necessary modifications, to any Security which each Guarantor create (whether at
the time at which it signs this Agreement or at any later time) to secure the Secured Liabilities or any part of
them.


 


		18	JOINT
                                         AND SEVERAL LIABILITY OF THE GUARANTORS



 


		18.1	Joint
                                         and several liability



 


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


 


		18.2	Principal
                                         Debtor



 


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


 


		18.3	Guarantor
                                         restrictions



 


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



	 




    	 	52	 



     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


		18.4	Deferral
of Guarantors’ rights



 


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


 


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



 


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



 




    	 	53	 



     


    

 


SECTION 8


 



REPRESENTATIONS,
UNDERTAKINGS AND EVENTS OF DEFAULT


 


		19	REPRESENTATIONS



 


		19.1	General



 


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


 


		19.2	Status



 


		(a)	It is a limited liability
company or corporation, duly incorporated and validly existing in good standing under the law of its jurisdiction of incorporation.



 


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



 


		19.3	Share
                                         capital and ownership



 


		(a)	The
                                         Borrower has an authorised share capital of $ 1,500 divided into 1,500 registered shares
                                         with a par value of $1, all of which shares have been issued fully paid.



 


		(b)	The
                                         legal title to and beneficial interest in the shares in the Borrower is held free of
                                         any Security or any other claim by the Parent Guarantor.



 


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



 


		(d)	The
                                         ultimate legal and beneficial interest in the shares of the Parent Guarantor is held
                                         as disclosed in writing by the Borrower to the Lenders prior to the date of this Agreement
                                         as required under Part A of Schedule 2 (Conditions
                                         Precedent).



 


		19.4	Binding
                                         obligations



 


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


 


		19.5	Validity,
                                         effectiveness and ranking of Security



 


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



 


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



 


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



 


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



	 




    	 	54	 



     


    

 


		19.6	Non-conflict
                                         with other obligations



 


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


 


		(a)	any
                                         law or regulation applicable to it;



 


		(b)	its
                                         constitutional documents; or



 


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



 


		19.7	Power
                                         and authority



 


		(a)	It
                                         has (or will have in the case of an Additional Guarantor) the power to enter into, perform
                                         and deliver, and has taken all necessary action to authorise:



 


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



 


		(ii)	in
                                         the case of the Borrower, its registration of the Ship owned by it under the Approved
                                         Flag;



 


		(iii)	in
                                         the case of an Additional Guarantor, its registration of the Additional Ship to be owned
                                         by it under an Approved Flag.



 


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



 


		19.8	Validity
                                         and admissibility in evidence



 


All
Authorisations required or desirable:


 


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



 


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



 


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


 


		19.9	Governing
                                         law and enforcement



 


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



 


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



 


		19.10	Insolvency



 


No:


 


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



 




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



 


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


 


		19.11	No
                                         filing or stamp taxes



 


Under
the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents to which it is a party be registered, filed,
recorded, notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial
or similar Taxes or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions contemplated
by those Finance Documents, except for the registration of the Transaction Security granted under Dutch law with the relevant
Dutch tax authorities.


 


		19.12	Deduction
                                         of Tax



 


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


 


		19.13	No
                                         Default



 


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



 


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



 


		19.14	No
                                         misleading information



 


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



 


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



 


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



 


		19.15	Financial
                                         Statements



 


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



 


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



 


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



 


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



 




    	 	56	 



     


    

 


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



 


		19.16	Pari
                                         passu ranking



 


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


 


		19.17	No
                                         proceedings pending or threatened



 


No
litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any
alleged or actual breach of the ISM Code or of the ISPS Code) of or before any court, arbitral body or agency have (to the best
of its knowledge and belief (having made due and careful enquiry)) been started or threatened against it or any member of the
Group which has or is reasonably likely to have a Material Adverse Effect.


 


		19.18	No
                                         rebates etc.



 


There
is no agreement or understanding to allow or pay any rebate, premium, inducement, commission, discount or other benefit or payment
(however described) to any Owner or any other member of the Group, the sellers or a third party in connection with the purchase
by an Owner of a Ship, other than as disclosed to the Facility Agent in writing on or around the date of this Agreement.


 


		19.19	Valuations



 


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



 


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



 


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



 


		19.20	No
                                         breach of laws



 


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


 


		19.21	No
                                         Charter



 


No
Ship is subject to any Charter other than a Permitted Charter.


 


		19.22	Compliance
                                         with Environmental Laws



 


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


 




    	 	57	 



     


    

 


		19.23	No
                                         Environmental Claim



 


No
Environmental Claim has been made or threatened against any member of the Group or any Ship.


 


		19.24	No
                                         Environmental Incident



 


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


 


		19.25	ISM
                                         and ISPS Code compliance



 


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


 


		19.26	Taxes
                                         paid



 


		(a)	It
                                         is not and no other member of the Group is materially overdue in the filing of any Tax
                                         returns and it is not (and no other member of the Group is) overdue in the payment of
                                         any amount in respect of Tax.



 


		(b)	No
                                         claims or investigations are being, or are reasonably likely to be, made or conducted
                                         against it (or any other member of the Group) with respect to Taxes.



 


		19.27	Financial
                                         Indebtedness



 


No
Owner has any Financial Indebtedness outstanding other than Permitted Financial Indebtedness.


 


		19.28	Overseas
                                         companies



 


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


 


		19.29	Good
                                         title to assets



 


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


 


		19.30	Ownership



 


		(a)	On the Utilisation Date of
a Tranche, the Ship to which such Tranche relates shall be in the sole legal and beneficial ownership of the relevant Owner.



 


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



 


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



	 




    	 	58	 



     


    

 


		19.31	Centre
of main interests and establishments



 


For
the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the “Regulation”),
its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in the Principality of Monaco
and it has no “establishment” (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction.


 


		19.32	Place
of business



 


No
Obligor has a place of business in any country other than the Principality of Monaco.


 


		19.33	No
employee or pension arrangements



 


No
Transaction Obligor has any employees or any liabilities under any pension scheme.


 


		19.34	Sanctions



 


Each
Obligor represents and warrants that it is not, nor is any of its directors or officers, a Restricted Party, and does not act
directly or indirectly on behalf of a Restricted Party (as defined in Clause 22.26 (Sanctions)).


 


		19.35	US
Tax Obligor



 


No
Transaction Obligor is a US Tax Obligor or a FATCA FFI.


 


		19.36	No
money laundering



 


Without
prejudice to the generality of Clause 3.1 (Purpose),
in relation to the borrowing by the Borrower of the Loan, 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 Borrower is a party, the Borrower confirms (i) that it is acting for its own account; (ii) that it will use the proceeds
of the Loan for its own benefit, under its full responsibility and exclusively for the purposes specified in this Agreement; and
(iii) that 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/or Article 305bis of the Swiss Penal Code.


 


		19.37	Repetition



 


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


 


		20	INFORMATION
UNDERTAKINGS



 


		20.1	General



 


The
undertakings in this Clause 20 (Information
Undertakings) remain in force throughout the Security Period unless the Facility Agent, acting with the authorisation
of the Majority Lenders (or, where specified, all the Lenders), may otherwise permit.


 


		20.2	Financial
statements



 


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


 


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



	




    	 	59	 



     


    

 


		(i)	its audited financial statements
for that financial year;



 


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



 


		(iii)	the audited financial statements
of each other Obligor for that financial year;



 


		(b)	as soon as the same become
available, but in any event within 90 days after the end of each half of each of their respective financial years:



 


		(i)	its respective financial
statements for that financial half year;



 


		(ii)	the
                                         consolidated financial statement of the Parent Guarantor for that financial half year;
                                         and



 


		(iii)	the audited financial statements
of each other Obligor for that financial half year



 


		20.3	Compliance
Certificate



 


		(a)	The
                                         Parent Guarantor shall supply to the Facility Agent, with each set of financial statements
                                         delivered pursuant to sub-paragraph (ii) of paragraph (a) or sub-paragraph (ii) of paragraph
                                         (b) of Clause 20.2 (Financial
                                         statements), a Compliance Certificate setting out (in reasonable detail) computations
                                         as to compliance with Clause 21 (Financial
                                         Covenants) as at the date as at which those financial statements were drawn up.



 


		(b)	Each Compliance Certificate
shall be signed by a director of the Parent Guarantor.



 


		20.4	Requirements
as to financial statements



 


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



 


		(b)	The                                          Borrower shall
                                                                                                                     procure that each set of financial statements delivered pursuant to Clause                                          20.2 (Financial
                                                                                                                     statements)                                          is prepared using IFRS.



 


		20.5	Information:
miscellaneous



 


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


 


		(a)	all documents dispatched
by it to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;



 


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



 


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



 


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



 


		(i)	each Ship, goods transported
on each Ship, its Earnings and its Insurances;



 


		(ii)	the Security Assets;



 




    	 	60	 



     


    

 


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



 


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



 


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


 


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



 


		20.6	Notification
                                         of Default



 


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



 


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



 


		20.7	Use
                                         of websites



 


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



 


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



 


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



 


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



 


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


 


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



 


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



 


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



 


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



 


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



	 




    	 	61	 



     


    

 


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



 


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



 


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


 


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



 


		20.8	“Know
                                         your customer” checks



 


		(a)	If:



 


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



 


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



 


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



 


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


 


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



 


		21	FINANCIAL
                                         COVENANTS



 


		21.1	Definitions



 


In
this Clause 21 (Financial
Covenants):


 


“EBITDA”
means, at any date of determination under this Agreement, the profit on ordinary activities
before taxation of the Group, adjusted by:


 




    	 	62	 



     


    

 


		(a)	adding
                                         back Interest Payable;



 


		(b)	deducting
                                         Interest Receivable;



 


		(c)	taking
                                         no account of any exceptional or extraordinary item; and



 


		(d)	adding
back depreciation and amortisation,



 


	determined, in each case, on a consolidated basis in accordance with IFRS and as shown in the Latest Balance
Sheet.



 



“Interest
Expense” means, at any date of determination under this Agreement, the aggregate amount of interest paid by the Group
during the relevant period as determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet.


 


“Interest
Payable” means, at any date of determination under this Agreement, all interest, all fees (including, but not limited
to, commitment fees) and periodic financing charges including commissions, discounts and the interest element of rental payments
or finance or capital leases (whether, in each case, paid, payable or capitalised), and all other costs, charges and expenses
incurred by the Group in effecting, servicing or maintaining its Total Interest Bearing Debt determined on a consolidated basis
in accordance with IFRS and as shown in the Latest Balance Sheet.


 


“Interest
Receivable” means, at any date of determination under this Agreement, all interest, all fees (including, but not limited
to, commitment fees) and periodic financing charges including commissions, discounts and the interest element of rental payments
or finance or capital leases (whether, in each case, paid, payable or capitalised), and all other costs, charges and expenses
received or receivable by the Group in connection with any Financial Indebtedness of a type referred to in the definition of Total
Interest Bearing Debt determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet.


 


“Latest
Balance Sheet” means, at any date, the combined consolidated balance sheet of the
Group most recently delivered to the Facility Agent pursuant to Clause 20.2 (Financial
statements).


 


“Market
Value Adjusted Leverage Ratio” means the ratio of Total Debt to Market Value Adjusted
Total Assets.


 


“Market
Value Adjusted Total Assets” means, at any date of determination under this Agreement,
the Total Assets adjusted to reflect the market value of the vessels (including the Ships) (but substituting the value of each
vessel (including the Ships) as specified in the Latest Balance Sheet with the market value of that vessel as determined by valuations
prepared as a date not more than 6 months before).


 


“Net
Worth” means at any time the aggregate of:


 


		(a)	the
                                         amount paid up or credited as paid up on the issued share capital of the Parent Guarantor
                                         (other than redeemable share capital); and



 


		(b)	the
                                         amount standing to the credit of the consolidated capital and revenue reserves of the
                                         Parent Guarantor (including share premium account, capital redemption and unappropriated
                                         profits),



 


as
shown in the Latest Balance Sheet less any amount attributable to any Financial Indebtedness due from any of its shareholders.


 




    	 	63	 



     


    

 


“Total
Assets” means, at any date of determination under this Agreement, the amount of
the total assets of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet.


 


“Total
Debt” means, at any date of determination under this Agreement, the amount of the
total debt of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet.


 


“Total
Interest Bearing Debt” means, in respect of the Group, at any time the aggregate
of the following:


 


		(a)	the outstanding principal
amount of any moneys borrowed or raised;



 


		(b)	the outstanding principal
amount of any acceptance under any acceptance credit;



 


		(c)	the
                                         outstanding principal amount of any bond, note, debenture, loan stock or other similar
                                         instrument;



 


		(d)	the capitalised element of
indebtedness under a finance or capital lease;



 


		(e)	the
                                         outstanding principal amount of all moneys owing in connection with the sale or discounting
                                         of receivables (otherwise than on a non-recourse basis);



 


		(f)	the
                                         outstanding principal amount of any indebtedness arising from any deferred payment agreements
                                         arranged primarily as a method of raising finance or financing the acquisition of an
                                         asset;



 


		(g)	any
                                         fixed or minimum premium payable on the repayment or redemption of any instrument referred
                                         to in paragraph (c) above;



 


		(h)	the
                                         outstanding principal amount of any indebtedness arising in connection with any other
                                         transaction (including any forward sale or purchase agreement) which has the commercial
                                         effect of a borrowing; and



 


		(i)	the
                                         outstanding principal amount of any indebtedness of any person of a type referred to
                                         in paragraphs (a) to (h) above which is the subject of a guarantee, indemnity or similar
                                         assurance against financial loss given by a member of the Group.



 


		21.2	Financial
                                         Covenants



 


The
Parent Guarantor shall at all times during the Security Period, save that in the case of paragraph (b) this shall only apply from
30 September 2018, ensure that:


 


		(a)	Net
                                         Worth shall be at least equal to $50,000,000.



 


		(b)	From
30 September 2018 the ratio of EBITDA to Interest Expense shall not be less than 3:1.



 


		(c)	The
                                         Market Value Adjusted Leverage Ratio shall not exceed 70 per cent.



 


		(d)	Each
                                         Owner shall maintain a minimum balance of $500,000 on its Minimum Liquidity Account in
                                         relation to any Ship owned by that Owner and which is subject to a Mortgage.



 


		(e)	The
                                         Parent Guarantor shall immediately notify the Facility Agent if at any time the Parent
                                         Guarantor becomes aware that the financial covenants set out in this Clause 21.2 (Financial
                                         Covenants) will not be (or are expected to not be) complied with as at the
                                         next date on which a Compliance Certificate is to be delivered to the Facility Agent.



 




    	 	64	 



     


    

 


		22	GENERAL
                                         UNDERTAKINGS



 


		22.1	General



 


The
undertakings in this Clause 22 (General
Undertakings) remain in force throughout the Security Period except as the Facility Agent, acting with the authorisation
of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.


 


		22.2	Authorisations



 


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


 


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



 


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



 


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


 


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



 


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



 


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



 


		22.3	Compliance
                                         with laws



 


Each
Obligor shall, and shall procure that each other Transaction Obligor will, comply in all respects with all laws and regulations
to which it may be subject, if failure so to comply has or is reasonably likely to have a Material Adverse Effect.


 


		22.4	Environmental
                                         compliance



 


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


 


		(a)	comply with all Environmental
Laws;



 


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



 


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



 


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


 


		22.5	Environmental
                                         claims



 


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


 


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



 


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



 




    	 	65	 



     


    

 


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


 


		22.6	Taxation



 


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



 


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



 


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



 


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



 


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



 


		22.7	Overseas
                                         companies



 


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


 


		22.8	No
                                         change to centre of main interests



 


No
Obligor shall change the location of its centre of main interest (as that term is used in Article 3(1) of the Regulation) from
that stated in relation to it in Clause 19.31 (Centre
of main interests and establishments) and it will create no “establishment”
(as that term is used in Article 2(h) of the Regulation) in any other jurisdiction.


 


		22.9	Pari
                                         passu ranking



 


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


 


		22.10	Title



 


		(a)	On
                                         the Utilisation Date of each Tranche, the Ship to which such Tranche relates shall be
                                         in the sole legal and beneficial ownership of the relevant Owner.



 


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



 




    	 	66	 



     


    

 


		22.11	Negative
                                         pledge



 


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



 


		(b)	No
                                         Obligor shall, and the Obligors shall procure that no other Transaction Obligor will:



 


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



 


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



 


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



 


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



 


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


 


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



 


		22.12	Disposals



 


		(a)	No Owner shall enter into
a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease,
transfer or otherwise dispose of any asset (including without limitation any Ship, its Earnings or its Insurances) without the
prior written consent of the Lenders.



 


		(b)	The Parent Guarantor shall
not enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary
to sell, lease, transfer or otherwise dispose of all or substantially all of its assets.



 


		(c)	The
                                         Borrower shall not make any acquisition or investment other than as permitted under this
                                         Agreement.



 


		(d)	Paragraph
                                         (a) above does not apply to any Charter to which Clause 24.14 (Restrictions
                                         on chartering, appointment of managers etc.) applies.



 


		22.13	Merger



 


No
Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, enter into any amalgamation, demerger, merger,
consolidation or corporate reconstruction, which, in the reasonable opinion of the Lenders, may have a Material Adverse Effect.


 


		22.14	Change
                                         of business



 


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



 


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



	



 






    	 	67	 



     


    

 


 


		22.15	Financial Indebtedness



 


No Owner
shall incur or permit to be outstanding any Financial Indebtedness except Permitted Financial Indebtedness without the prior written
consent of the Lenders.


 


		22.16	Expenditure



 


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


 


		22.17	Share capital and ownership



 


No Owner
shall:


 


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



 


		(b)	increase or reduce its authorised share capital;



 


		(c)	issue any further shares except to the Parent Guarantor and provided such new shares are made subject
to the terms of the Negative Pledge applicable to that Owner immediately upon the issue of such new shares in a manner satisfactory
to the Facility Agent and the terms of that Negative Pledge are complied with;



 


		(d)	appoint any further director or officer of that Owner (unless the provisions of the Negative Pledge
applicable to that Owner are complied with);



 


		22.18	Change of ownership of the Owner



 


The Parent
Guarantor may not sell and/or transfer its legal title to and beneficial interest in the Shares in each Owner, other than with
the prior written consent of the Facility Agent acting on the authorisation of the Lenders.


 


		22.19	Dividends



 


The Borrower
and the Guarantors may make or pay dividends or other distributions (in cash or in kind) in respect of its share capital provided
that:


 


		(a)	from the date of this Agreement and in relation to any financial year, the aggregated amount of
dividends paid or distributions made, in the case of distributions in kind the value of such distributions shall be assessed by
the Facility Agent in its discretion, (including the dividend to be paid or distribution to be made) shall not exceed the aggregate
amount (if any) by which the Deferred Repayment Instalments have been reduced for that financial year prior to the payment of such
dividend payment or other distribution; and



 


		(b)	no Default has occurred and is continuing or would occur by reason of the payment of such dividend
or other distribution.



 


For the
avoidance of doubt, if there are no Deferred Repayment Instalments outstanding as at the date of the proposed dividend payment
the Borrower and the Guarantors may make or pay dividends or other distribution (in cash or kind) subject to paragraph (b) above.


 


		22.20	Accounts



 


No Owner
shall open or maintain any account with any bank or financial institution except its Earnings Account and its Minimum Liquidity
Account and accounts with the Facility Agent or the Security Agent for the purposes of the Finance Documents.


 




    	 	68	 



     


    

 


		22.21	Other transactions



 


No Owner
shall:


 


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



 


		(b)	give or allow to be outstanding any guarantee or indemnity to or for the benefit of any person
in respect of any obligation of any other person or enter into any document under which that Owner assumes any liability of any
other person other than any guarantee or indemnity given under the Finance Documents.



 


		(c)	enter into any material agreement other than:



 


		(i)	the Transaction Documents;



 


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



 


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



 


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



 


		22.22	Unlawfulness, invalidity and ranking; Security imperilled



 


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


 


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



 


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



 


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



 


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



 


		(e)	imperil or jeopardise the Transaction Security.



 


		22.23	Further assurance



 


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



 


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



 






    	 	69	 



     


    




 


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



 


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



 


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



 


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



 


		(c)	At the same time as an Obligor delivers to the Security Agent any document executed by itself or
another Transaction Obligor pursuant to this Clause 22.23 (Further assurance), that Obligor shall deliver, or shall procure
that such other Transaction Obligor will deliver, to the Security Agent a certificate signed by two of that Obligor’s or Transaction
Obligor’s directors or officers which shall:



 


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



 


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



 


		22.24	Anti-corruption law



 


		(a)	The Borrower shall (and shall ensure that no Obligor will) directly or indirectly use the proceeds
of the Loan for any purpose which would or might breach applicable anti-corruption laws including, but not limited to, the Bribery
Act 2010, the United States Foreign Corrupt Practices Act of 1977 (each as amended) or other similar legislation in other jurisdictions.



 


		(b)	The Borrower shall (and shall ensure that each Obligor will):



 


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



 


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



 


		22.25	No money laundering



 


Without
prejudice to the generality of Clause 3.1 (Purpose), in relation to the borrowing by the Borrower of the Loan, 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 Borrower is a party, the Borrower undertakes (i) that it will act for its
own account; (ii) that it will use the proceeds of the Loan for its own benefit, under its full responsibility and exclusively
for the purposes specified in this Agreement; and (iii) that 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/or Article 305bis of the Swiss Penal Code.


 




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		22.26	Sanctions



 


		(a)	Each Obligor understands that the Finance Parties - be it due to applicable laws and/or internal
rules and regulations - are prohibited from conducting business in relation to Restricted Countries or Restricted Parties.



 


		(b)	Each Obligor undertakes that it is not, nor is any of its directors or officers, a Restricted Party,
and does not act directly or indirectly on behalf of a Restricted Party.



 


		(c)	Each Obligor confirms and undertakes that it will not transfer, make use of, or provide the benefit
of, any funds received from, or services provided by, any Finance Party to any Restricted Parties, or conduct, permit or allow
any business activity related to the Ships (including, but not limited to, entering into any acquisition agreement, a (re-)financing
or any charter in relation to each Ship) or related to any other Relevant Asset with any Restricted Parties or for business activities
that are subject to Sanctions.



 


		(d)	In addition and without prejudice to the foregoing, the Obligors shall procure that no proceeds,
funds or benefit from any activity or dealing with Restricted Parties are used in discharging any obligation due or owing to any
Finance Party or are credited to any bank account held with the Facility Agent, and that no payment to a Restricted Party is effected,
whether to discharge any obligation due or owing to such person or for any other purpose, through the use of any bank account held
with the Facility Agent.



 


		(e)	In this Clause 22.26 (Sanctions):



 


“Relevant
Asset” means each Ship or any other vessel, asset or project in relation to which funds have been received from, or services
have been provided by, any Finance Party.


 


“Restricted
Countries” means, as of the date of this Agreement, Cuba, Iran, North Korea, Sudan, Syria, the region of Crimea and/or
any other country or region subject to Sanctions, as notified to the Borrower by the Facility Agent.


 


“Restricted
Parties” means any person, entity or party: (i) located, domiciled, resident or incorporated in a Restricted Country;
or (ii) the government of a Restricted Country; or (iii) subject to Sanctions; or (iv) controlling, controlled by, or under common
control with, any person, entity or party referred to under (i) to (iii) above; and


 


“Sanctions”
means any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by (i)
the United Nations; (ii) the European Union; (iii) the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”);
(iv) the State Secretariat for Economic Affairs of Switzerland (“SECO”) or the Swiss Directorate of International Law
(“DIL”); (v) HM Treasury of the United Kingdom; (vi) the Monetary Authority of Singapore (“MAS”) and (vii)
the Hong Kong Monetary Authority (“HKMA”) and/or any other body notified from time to time in writing to the Borrower
by the Facility Agent.


 


		22.27	Incorporation



 


Each Obligor
shall be incorporated in a jurisdiction which is approved by the Facility Agent acting on the authorisation of the Lenders.


 




    	 	71	 



     


    

 


		23	INSURANCE UNDERTAKINGS



 


		23.1	General



 


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


 


		23.2	Maintenance of obligatory insurances



 


Each Owner
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 terrorism, piracy and confiscation);



 


		(c)	protection and indemnity risks (including excess war risks); and



 


		(d)	any other risks against which the Facility Agent considers, having regard to practices and other
circumstances prevailing at the relevant time, it would be reasonable for that Owner to insure and which are specified by the Facility
Agent by notice to that Owner.



 


		23.3	Terms of obligatory insurances



 


Each Owner
shall effect such insurances:


 


		(a)	in dollars;



 


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



 


		(i)	120 per cent. of the Tranche relating to the Ship owned by it; and



 


		(ii)	the aggregate Market Value of that Ship;



 


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



 


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



 


		(e)	on approved terms; and



 


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



 


		23.4	Further protections for the Finance Parties



 


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


 


		(a)	subject always to paragraph (b), name that Owner as the sole named insured unless the Facility
Agent has provided its consent to the inclusion of each additional name insured;



 


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



 




    	 	72	 



     


    

 


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



 


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



 


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



 


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



 


		23.5	Renewal of obligatory insurances



 


Each Owner
shall:


 


		(a)	at least 21 days before the expiry of any obligatory insurance effected by it:



 


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



 


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



 


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



 


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



 


		23.6	Copies of policies; letters of undertaking



 


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


 


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



 


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



 


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



 


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



 


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



 






    	 	73	 



     


    

 


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



 


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



 


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



 


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



 


		23.7	Copies of certificates of entry



 


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


 


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



 


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



 


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



 


		23.8	Deposit of original policies



 


Each Owner
shall ensure that all policies relating to obligatory insurances effected by it are deposited with the Approved Brokers through
which the insurances are effected or renewed.


 


		23.9	Payment of premiums



 


Each Owner
shall punctually pay all premiums or other sums payable in respect of the obligatory insurances effected by it and produce all
relevant receipts when so required by the Facility Agent or the Security Agent and shall reimburse the Facility Agent on demand
for any premiums or other sums in respect of the obligatory insurances paid by the Facility Agent on behalf of an Owner.


 


		23.10	Guarantees



 


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


 


		23.11	Compliance with terms of insurances



 


		(a)	No Owner shall do or 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.



 




    	 	74	 



     


    

 


		(b)	Without limiting paragraph (a) above, each Owner shall:



 


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



 


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



 


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



 


		(iv)	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.



 


		23.12	Alteration to terms of insurances



 


No
Owner shall make or agree to any alteration to the terms of any obligatory insurance or waive any right relating to any
obligatory insurance.


 


		23.13	Settlement of claims



 


Each Owner
shall:


 


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



 


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



 


		23.14	Provision of copies of communications



 


Each Owner
shall provide the Security Agent, at the time of each such communication, with copies of all written communications between that
Owner and:


 


		(a)	the Approved Brokers;



 


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



 


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



 


 which relate directly or indirectly to:


 


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



 




    	 	75	 



     


    

 


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



 


		23.15	Provision of information



 


Each Owner
shall promptly provide the Facility Agent (or any persons which it may designate) with any information which the Facility Agent
(or any such designated person) requests for the purpose of:


 


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



 


		(b)	effecting, maintaining or renewing any such insurances as are referred to in Clause 23.16 (Mortgagee’s
interest and additional perils insurances) or dealing with or considering any matters relating to any such insurances,



 


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


 


		23.16	Mortgagee’s interest and additional perils insurances



 


		(a)	The Security Agent shall be entitled from time to time in relation to each Ship to effect, maintain
and renew a mortgagee’s interest marine insurance and a mortgagee’s interest additional perils insurance in such amounts equal
to up to 120 per cent. of the Tranche relating to that Ship, on such terms, through such insurers and generally in such manner
as the Security Agent may from time to time consider appropriate.



 


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



 


		23.17	Lenders’ right to review obligatory insurances



 


In the event
of material changes in the insurance market for maritime insurances, the Lenders shall be entitled to review the adequacy of the
obligatory insurances then being effected and if so required request that additional insurances are effected, such additional insurances
are to be at the relevant Owner’s cost.


 


		24	GENERAL SHIP UNDERTAKINGS



 


		24.1	General



 


The undertakings
in this Clause 24 (General Ship Undertakings) remain in force on and from the date of this Agreement and throughout the
rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified,
all the Lenders) may otherwise permit.


 


		24.2	Ships’ names and registration



 


Each Owner
shall, in respect of the Ship owned by it:


 


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



 






    	 	76	 



     


    

 


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



 


		(c)	not change the name of that Ship,



 


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


 


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



 


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



 


		24.3	Repair and classification



 


Each Owner
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 Approved Classification free of overdue recommendations and conditions; and



 


		(c)	not change the Approved Classification Society without the prior written consent of the Lenders.



 


		24.4	Modifications



 


No Owner
shall make any modification or repairs to, or replacement of, any Ship or equipment installed on it which would or might materially
alter the structure, type or performance characteristics of that Ship or materially reduce its value.


 


		24.5	Removal and installation of parts



 


		(a)	Subject to paragraph (b) below, no Owner shall remove any material part of any Ship, or any item
of equipment installed on any Ship unless:



 


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



 


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



 


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



 


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



 


		24.6	Surveys



 


Each Owner
shall submit the Ship owned by it regularly to all periodic or other surveys which may be required for classification purposes
and, if so required by the Facility Agent, provide the Facility Agent, with copies of all survey reports.


 




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		24.7	Inspection



 


Each Owner
shall permit the Security Agent (acting through surveyors or other persons appointed by it for that purpose) to board the Ship
owned by it at all reasonable times to inspect its condition or to satisfy themselves about proposed or executed repairs and shall
afford all proper facilities for such inspections. The Borrower shall only be obliged to reimburse the Lenders the costs of such
inspection not more than once every year per Ship, unless an Event of Default has occurred and is continuing or the relevant Ship
is found to not be in a satisfactory condition in which case the Borrower shall be obliged to reimburse the Lenders the costs of
any such inspections.


 


		24.8	Prevention of and release from arrest



 


		(a)	Each Owner shall, in respect of the Ship owned by it, promptly discharge:



 


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



 


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



 


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



 


		(b)	Each Owner shall immediately 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, procure its release by providing bail or otherwise
as the circumstances may require.



 


		24.9	Compliance with laws etc.



 


Each Owner
shall:


 


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



 


		(i)	relating to its business generally; and



 


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



 


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


 


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



 


		(c)	without limiting paragraph (a) above, not employ the Ship owned by it nor allow its employment,
operation or management in any manner contrary to any law or regulation including but not limited to the ISM Code, the ISPS Code,
all Environmental Laws and Sanctions (or which would be contrary to Sanctions if Sanctions were binding on each Transaction Obligor).



 


		24.10	ISPS Code



 


Without
limiting paragraph (a) of Clause 24.9 (Compliance with laws etc.), each Owner shall:


 


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



 


		(b)	maintain an ISSC for that Ship; and



 




    	 	78	 



     


    

 


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



 


		24.11	Trading in war zones



 


In the event
of hostilities in any part of the world (whether war is declared or not), no Borrower shall cause or permit any Ship to enter or
trade to any zone which is declared a war zone by any government or by that Ship’s war risks insurers unless:


 


		(a)	the prior written consent of the Security Agent has been given; and



 


		(b)	that Owner has (at its expense) effected any special, additional or modified insurance cover which the
Security Agent may require.



 


		24.12	Provision of information



 


Without
prejudice to Clause 20.5 (Information: miscellaneous) each Owner shall, in respect of the Ship owned by it, promptly provide
the Facility Agent with any information which it requests regarding:


 


		(a)	that Ship, its employment, position and engagements;



 


		(b)	the Earnings and payments and amounts due to its master and crew;



 


		(c)	any expenditure incurred, or likely to be incurred, in
connection with the operation, maintenance or repair of that Ship and any payments made by it in respect of that Ship including
evidence that outgoings in respect of the Ship, its Earnings or its Insurances have been paid;



 


		(d)	any towages and salvages; and



 


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



 


and, upon
the Facility Agent’s request, provide copies of any current Charter relating to that Ship, of any current guarantee of any such
Charter, the Ship’s Safety Management Certificate and any relevant Document of Compliance.


 


		24.13	Notification of certain events



 


Each Owner
shall, in respect of the Ship owned by it, immediately notify the Facility Agent by fax, confirmed forthwith by letter, of:


 


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



 


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



 


		(c)	any requisition of that Ship for hire;



 


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



 


		(e)	any arrest or detention of that Ship, any exercise or purported exercise of any lien on that Ship
or the Earnings or any requisition of that Ship for hire;



 


		(f)	any intended dry docking of that Ship;



 




    	 	79	 



     


    

 


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



 


		(h)	any claim for breach of the ISM Code or the ISPS Code being made against that Owner, an Approved
Manager or otherwise in connection with that Ship; or



 


		(i)	any other matter, event or incident, actual or threatened, the effect of which will or could lead
to the ISM Code or the ISPS Code not being complied with,



 


and each
Owner shall keep the Facility Agent advised in writing on a regular basis and in such detail as the Facility Agent shall require
as to that Borrower’s, any such Approved Manager’s or any other person’s response to any of those events or matters.


 


		24.14	Restrictions on chartering, appointment of managers etc.



 


No Owner
shall, in relation to the Ship owned by it:


 


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



 


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



 


		(c)	amend or supplement any Permitted Charter, unless such Permitted Charter (as amended or supplemented)
would fall within the definition of a Permitted Charter;



 


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



 


		(e)	appoint a manager of that Ship other than the Approved Commercial Manager and the Approved Technical
Manager or agree to any alteration to the terms of an Approved Manager’s appointment;



 


		(f)	de activate or lay up that Ship; or



 


		(g)	put that Ship into the possession of any person for the purpose of work being done upon it in an
amount exceeding or likely to exceed $750,000 (or the equivalent in any other currency) unless that person has first given to
the Security Agent and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or its Earnings
for the cost of such work or for any other reason; or



 


		(h)	allow the Ship to be employed in a manner contrary to any law or in a manner rendering the Ship
liable to condemnation by a prize court, destruction or confiscation or involving the carriage of illicit, prohibited or contraband
goods.



 


		24.15	Restrictions on chartering and leasing vessels in



 


No Obligor
shall charter in or lease vessels or enter into any similar arrangement without the prior written approval of Facility Agent acting
with the authorisation of the Lenders, provided that the Obligors may enter into such arrangements if the counterparty is a Subsidiary
of the Parent Guarantor.


 


		24.16	Notice of Mortgage



 


Each Owner
shall keep the relevant Mortgage registered against the Ship owned by it as a valid first preferred mortgage, carry on board that
Ship a certified copy of the relevant Mortgage and place and maintain in a conspicuous place in the navigation room and the master’s
cabin of that Ship a framed printed notice stating that that Ship is mortgaged by that Owner to the Security Agent.


 




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		24.17	Sharing of Earnings



 


Except with
approval of the Facility Agent, acting with the authorisation of the Majority Lenders, by the Majority Lenders, (such approval
not to be unreasonably withheld), no Owner shall enter into any agreement or arrangement under which their Earnings from the Ship
owned by it may be shared with anyone else.


 


		24.18	Notification of compliance



 


Each Owner
shall promptly provide the Facility Agent from time to time with evidence (in such form as the Facility Agent requires) that it
is complying with this Clause 24 (General Ship Undertakings).


 


		24.19	Insolvency of a charterer of a Ship - Notification Requirement



 


If any of
the events described in Clauses 27.7 (Insolvency) or 27.8 (Insolvency proceedings) occur in relation to any charterer
of a Ship, the Owners shall promptly notify the Facility Agent upon becoming aware of that event.


 


		25	SECURITY COVER



 


		25.1	Minimum required security cover



 


Clause 25.2
(Provision of additional security; prepayment) applies if, the Facility Agent notifies the Borrower that:


 


		(a)	the aggregate Market Value of each Ship then subject to a Mortgage; plus



 


		(b)	the net realisable value of additional Security previously provided under this Clause 25 (Security
Cover),



 


is below
140 per cent. of the Loan.


 


		25.2	Provision of additional security; prepayment



 


		(a)	If the Facility Agent, acting on the
                                         instructions of the Lenders, serves a notice on the Borrower under Clause 25.1 (Minimum
                                         required security cover), the Borrower shall, on or before the date falling 30 days after
                                         the date (the “Prepayment Date”) on which the Facility Agent’s notice
                                         is served, prepay such part of the Loan as shall eliminate the shortfall.



 


		(b)	The Borrower may, instead of making a prepayment as described in paragraph (a) above provide, or
ensure that a third party has provided, additional security which, in the opinion of the Facility Agent acting on the instructions
of the Majority Lenders:



 


		(i)	has a net realisable value at least equal to the shortfall,



 


		(ii)	is documented in such terms as the Facility Agent may approve or require; and



 


in the case
of cash collateral, is held in an account with the Facility Agent over which Security has been granted in favour of the Security
Agent, before the Prepayment Date and conditional upon such security being provided in such manner, it shall satisfy such prepayment
obligation.


 


		25.3	Value of additional vessel security



 


The net
realisable value of any additional security which is provided under Clause 25.2 (Provision of additional security; prepayment)
and which consists of Security over a vessel shall be the Market Value of the vessel concerned.


 




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		25.4	Valuations binding



 


Any valuation
under this Clause 25 (Security Cover) shall be binding and conclusive as regards the Borrower.


 


		25.5	Provision of information



 


		(a)	The Borrower shall promptly provide the Facility Agent and any shipbroker acting under this Clause
25 (Security Cover) with any information which the Facility Agent or the shipbroker may request for the purposes of the
valuation.



 


		(b)	If the Borrower fails to provide the information referred to in paragraph (a) above by the date
specified in the request, the valuation may be made on any basis and assumptions which the shipbroker or the Facility Agent considers
prudent.



 


		25.6	Application of Prepayment



 


Any
prepayment pursuant to Clause 25.2 (Provision of additional security; prepayment) shall be applied to the Tranches in
proportion to the amount outstanding thereunder and, in relation to each Tranche, shall be applied pro rata to the remaining
Repayment Instalments and the balloon amount.


 


		25.7	Provision of valuations



 


The Borrower
shall provide the Facility Agent with two valuations of the Ship owned or to be owned by the relevant Owner and any other vessel
over which additional Security has been created in accordance with Clause 25.3 (Value of additional vessel security), each
from an Approved Valuer, to enable the Facility Agent to determine the Market Value of that Ship, such valuations shall be:


 


		(a)	at the Borrower’s cost and shall be provided on the following occasions:



 


		(i)	on the relevant Utilisation Date;



 


		(ii)	on 30 June and 31 December of each year;



 


		(iii)	on the date which a mandatory prepayment is required to be made pursuant to Clause 7.5 (Mandatory
prepayment on sale or Total Loss);



 


		(iv)	as and when any valuations are required pursuant to Clause 25.2 (Provision of additional security;
prepayment) and Clause 6.5 (Deferral Option); and



 


		(v)	following the occurrence of an Event of Default, whenever required by the Facility Agent;



 


		(b)	otherwise, at the Lenders’ cost, promptly following any request made by the Facility Agent.



 


If one valuation
of a Ship differs by at least 15 per cent. from the other valuation, then a third valuation for that Ship shall be obtained from
an Approved Valuer selected by the Facility Agent and the Market Value of that Ship shall be the average of all three valuations.


 


		26	APPLICATION OF EARNINGS



 


		26.1	Payment of Earnings



 


The Borrower
shall ensure that:


 




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		(a)	subject only to the provisions of the General Assignments, all the Earnings in respect of each
Ship are paid in to the relevant Earnings Account; and provided no Event of Default has occurred, the Earnings of each Ship shall
be available to the Owners for the purposes of (i) paying operating, general and administrative expenses in relation to the Ships;
and (ii) paying any dividends permitted under Clause 23.19 (Dividends).



 


		(b)	all payments by a Hedge Counterparty to it under a Hedging Agreement are paid to its Earnings Account.



 


		26.2	Location of Earnings Accounts



 


Each Owner
shall promptly:


 


		(a)	comply with any requirement of the Facility Agent as to the location or relocation of its Earnings
Account and its Minimum Liquidity Account (or either of them); and



 


		(b)	execute any documents which the Facility Agent specifies to create or maintain in favour of the
Security Agent Security over (and/or rights of set-off, consolidation or other rights in relation to) the Earnings Accounts and
the Minimum Liquidity Accounts.



 


		27	EVENTS OF DEFAULT



 


		27.1	General



 


Each of
the events or circumstances set out in this Clause 27 (Events of Default) is an Event of Default except for Clause 27.18
(Acceleration) and Clause 27.19 (Enforcement of security).


 


		27.2	Non-payment



 


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


 


		(a)	its failure to pay is caused by:



 


		(i)	administrative or technical error; or



 


		(ii)	a Disruption Event; and



 


		(b)	payment is made within 2 Business Days of its due date.



 


		27.3	Specific obligations



 


A breach
occurs of Clause 4.4 (Waiver of conditions precedent), Clause 21 (Financial Covenants), Clause 22.10 (Title),
Clause 22.11 (Negative pledge), Clause 22.22 (Unlawfulness, invalidity and ranking; Security imperilled),
Clause 22.24 (Anti-corruption law), Clause 22.25 (No money laundering), Clause 22.26 (Sanctions), Clause 23.2
(Maintenance of obligatory insurances), Clause 23.3 (Terms of obligatory insurances), Clause 23.5 (Renewal of
obligatory insurances), Clause 24.8 (Prevention of and release from arrest) or Clause 25 (Security Cover).


 


		27.4	Other obligations



 


		(a)	A Transaction Obligor does not comply with any provision of the Finance Documents (other than those
referred to in Clause 27.2 (Non-payment) and Clause 27.3 (Specific obligations)).



 


		(b)	No Event of Default under paragraph (a) above will occur if the failure to comply is capable of
remedy and is remedied within 15 Business Days of the Facility Agent giving notice to the Borrower or (if earlier) any Transaction
Obligor becoming aware of the failure to comply.



 




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		27.5	Misrepresentation



 


Any representation,
warranty or statement made or deemed to be made by a Transaction Obligor in the Finance Documents or any other document delivered
by or on behalf of any Transaction Obligor under or in connection with any Finance Document is or proves to have been incorrect
or misleading when made or deemed to be made.


 


		27.6	Cross default



 


		(a)	Any Financial Indebtedness of any Obligor is not paid when due nor within any originally applicable
grace period.



 


		(b)	Any Financial Indebtedness of any Obligor is declared to be or otherwise becomes due and payable
prior to its specified maturity as a result of an event of default (however described).



 


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



 


		(d)	Any creditor of any Obligor becomes entitled to declare any Financial Indebtedness of any Obligor
due and payable prior to its specified maturity as a result of an event of default (however described).



 


		(e)	No Event of Default will occur under this Clause 27.6 (Cross default) if the aggregate amount
of Financial Indebtedness falling within paragraphs (a) to (d) above is less than US$2,000,000 in respect of the Parent Guarantor
(or its equivalent in any other currency).



 


		27.7	Insolvency



 


		(a)	A Transaction Obligor:



 


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



 


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



 


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



 


		(iv)	by reason of actual or anticipated financial difficulties, commences negotiations with one or more
of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.



 


		(b)	The value of the assets of any Transaction Obligor is less than its liabilities (taking into account
contingent and prospective liabilities).



 


		(c)	A moratorium is declared in respect of any indebtedness of any Transaction Obligor. If a moratorium
occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.



 


		27.8	Insolvency proceedings



 


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



 


		(i)	the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration
or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Transaction Obligor;



 


		(ii)	a composition, compromise, assignment or arrangement with any creditor of any Transaction Obligor;



 




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



 


		(iv)	enforcement of any Security over any assets of any Transaction Obligor,



 


or any analogous
procedure or step is taken in any jurisdiction.


 


		(b)	Paragraph (a) above shall not apply to any winding-up petition which is frivolous or vexatious
and is discharged, stayed or dismissed within 14 days of commencement.



 


		27.9	Creditors’ process



 


Any expropriation,
attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any asset or assets of
a Transaction Obligor of $1,000,000 and is not discharged within 5 days.


 


		27.10	Unlawfulness, invalidity and ranking



 


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



 


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



 


		(c)	Any Finance Document ceases to be in full force and effect or to be continuing or is or purports
to be determined or any Transaction Security is alleged by a party to it (other than a Finance Party) to be ineffective.



 


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



 


		27.11	Security imperilled



 


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


 


		27.12	Cessation of business



 


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


 


		27.13	Expropriation



 


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


 


		27.14	Repudiation and rescission of agreements



 


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


 




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		27.15	Litigation



 


Any litigation,
arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened
in relation to any of the Transaction Documents or the transactions contemplated in any of the Transaction Documents or against
any member of the Group or its assets which has or is reasonably likely to have a Material Adverse Effect.


 


		27.16	Material adverse change



 


Any event
or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.


 


		27.17	Political Risks



 


Any failure
to change the flag state of a Ship after written notice from the Facility Agent requesting a flag change as a result of governmental
and/or political unrest which may in the Facility Agent’s opinion have a Material Adverse Effect.


 


		27.18	Acceleration



 


On and at
any time after the occurrence of an Event of Default the Facility Agent may, and shall if so directed by the Majority Lenders,
by notice to the Borrower:


 


		(a)	cancel the Total Commitments, whereupon they shall immediately be cancelled;



 


		(b)	declare that all or part of the Loan, together with accrued interest, and all other amounts accrued
or outstanding under the Finance Documents be immediately due and payable, whereupon it shall become immediately due and payable;



 


		(c)	declare that all or part of the Loan be payable on demand, whereupon it shall immediately become
payable on demand by the Facility Agent acting on the instructions of the Majority Lenders; and/or



 


		(d)	exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or
discretions under the Finance Documents,



 


and the
Facility Agent may serve notices under paragraphs (a), (b) and (c) above simultaneously or on different dates and the Security
Agent may take any action referred to in Clause 27.19 (Enforcement of security) if no such notice is served or simultaneously
with or at any time after the service of any of such notice.


 


		27.19	Enforcement of security



 


On and at
any time after the occurrence of an Event of Default the Security Agent may, and shall if so directed by the Majority Lenders,
take any action which, as a result of the Event of Default or any notice served under Clause 27.18 (Acceleration), the Security
Agent is entitled to take under any Finance Document or any applicable law or regulation.


 




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SECTION
9


 


CHANGES
TO PARTIES


 


		28	CHANGES TO THE LENDERS



 


		28.1	Assignments and transfers by the Lenders



 


Subject
to this Clause 28 (Changes to the Lenders), a Lender (the “Existing Lender”) may:


 


		(a)	assign any of its rights; or



 


		(b)	transfer by novation any of its rights and obligations,



 


under the
Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or
established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New
Lender”).


 


		28.2	Conditions of assignment or transfer



 


		(a)	No consent of any Obligor is required for an assignment or transfer by an Existing Lender.



 


		(b)	An assignment will only be effective on:



 


		(i)	receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation
from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations
to the other Secured Parties as it would have been under if it were an Original Lender; and



 


		(ii)	performance by the Facility Agent of all necessary “know your customer” or other similar
checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Facility
Agent shall promptly notify to the Existing Lender and the New Lender.



 


		(c)	Each Obligor on behalf of itself and each Transaction Obligor agrees that all rights and interests
(present, future or contingent) which the Existing Lender has under or by virtue of the Finance Documents are assigned to the New
Lender absolutely, free of any defects in the Existing Lender’s title and of any rights or equities which the Borrower or any other
Transaction Obligor had against the Existing Lender.



 


		(d)	A transfer will only be effective if the procedure set out in Clause 28.5 (Procedure for transfer)
is complied with.



 


		(e)	If:



 


		(i)	a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes
its Facility Office; and



 


		(ii)	as a result of circumstances existing at the date the assignment, transfer or change occurs, a
Transaction Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under
Clause 12 (Tax Gross Up and Indemnities) or under that Clause as incorporated by reference or in full in any other Finance
Document or Clause 13 (Increased Costs),



 


then the
New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same
extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transferor
change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course
of the primary syndication of the Facility.


 




    	 	87	 



     


    

 


		(f)	Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms,
for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been
approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which
the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same
extent as the Existing Lender would have been had it remained a Lender.



 


		28.3	Assignment or transfer fee



 


The New
Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a
fee of $5,000.


 


		28.4	Limitation of responsibility of Existing Lenders



 


		(a)	Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty
and assumes no responsibility to a New Lender for:



 


		(i)	the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the
Transaction Security or any other documents;



 


		(ii)	the financial condition of any Transaction Obligor;



 


		(iii)	the performance and observance by any Transaction Obligor of its obligations under the Finance
Documents or any other documents; or



 


		(iv)	the accuracy of any statements (whether written or oral) made in or in connection with any Finance
Document or any other document,



 


and any
representations or warranties implied by law are excluded.


 


		(b)	Each New Lender confirms to the Existing Lender and the other Finance Parties and the Secured Parties
that it:



 


		(i)	has made (and shall continue to make) its own independent investigation and assessment of the financial
condition and affairs of each Transaction Obligor and its related entities in connection with its participation in this Agreement
and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection
with any Finance Document or the Transaction Security; and



 


		(ii)	will continue to make its own independent appraisal of the creditworthiness of each Transaction
Obligor and its related entities throughout the Security Period.



 


		(c)	Nothing in any Finance Document obliges an Existing Lender to:



 


		(i)	accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned
or transferred under this Clause 28 (Changes to the Lenders); or



 


		(ii)	support any losses directly or indirectly incurred by the New Lender by reason of the non-performance
by any Transaction Obligor of its obligations under the Finance Documents or otherwise.



 




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		28.5	Procedure for transfer



 


		(a)	Subject to the conditions set out in Clause 28.2 (Conditions of assignment or transfer),
a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer
Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below
as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply
with this Agreement and delivered in accordance with this Agreement, execute that Transfer Certificate.



 


		(b)	The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the
Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other
similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.



 


		(c)	Subject to Clause 28.9 (Pro rata interest settlement), on the Transfer Date:



 


		(i)	to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation
its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Transaction Obligors
and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect
of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction
Security shall be cancelled (being the “Discharged Rights and Obligations”);



 


		(ii)	each of the Transaction Obligors and the New Lender shall assume obligations towards one another
and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Transaction
Obligor and the New Lender have assumed and/or acquired the same in place of that Transaction Obligor and the Existing Lender;



 


		(iii)	the Facility Agent, the Security Agent, the Arranger, the New Lender and other Lenders shall acquire
the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have
acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as
a result of the transfer and to that extent the Facility Agent, the Security Agent, the Arranger and the Existing Lenders shall
each be released from further obligations to each other under the Finance Documents; and



 


		(iv)	the New Lender shall become a Party as a “Lender”.



 


		28.6	Procedure for assignment



 


		(a)	Subject to the conditions set out in Clause 28.2 (Conditions of assignment or transfer)
an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed
Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph
(b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face
to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment
Agreement.



 


		(b)	The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by
the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or
other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.



 




    	 	89	 



     


    

 


		(c)	Subject to Clause 28.9 (Pro rata interest settlement), on the Transfer Date:



 


		(i)	the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents
and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;



 


		(ii)	the Existing Lender will be released from the obligations (the “Relevant Obligations”)
expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound
in respect of the Transaction Security); and



 


		(iii)	the New Lender shall become a Party as a “Lender” and will be bound by obligations equivalent
to the Relevant Obligations.



 


		(d)	Lenders may utilise procedures other
                                         than those set out in this Clause 28.6 (Procedure for assignment) to assign their rights
                                         under the Finance Documents (but not, without the consent of the relevant Transaction
                                         Obligor or unless in accordance with Clause 28.5 (Procedure for transfer), to
                                         obtain a release by that Transaction Obligor from the obligations owed to that Transaction
                                         Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender)
                                         provided that they comply with the conditions set out in Clause 28.2 (Conditions
                                         of assignment or transfer).



 


		28.7	Copy of Transfer Certificate or Assignment Agreement to Borrower



 


The Facility
Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to
the Borrower a copy of that Transfer Certificate or Assignment Agreement.


 


		28.8	Security over Lenders’ rights



 


In addition
to the other rights provided to Lenders under this Clause 28 (Changes to the Lenders), each Lender may without consulting
with or obtaining consent from any Transaction Obligor, at any time charge, assign or otherwise create Security in or over (whether
by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including,
without limitation:


 


		(a)	any charge, assignment or other Security to secure obligations to a federal reserve or central
bank; and



 


		(b)	in the case of any Lender which is a fund, any charge, assignment or other Security granted to
any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for
those obligations or securities,



 


except that
no such charge, assignment or Security shall:


 


		(i)	release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary
of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or



 


		(ii)	require any payments to be made by a Transaction Obligor other than or in excess of, or grant to
any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.



 


		28.9	Pro rata interest settlement



 


If the Facility
Agent has notified the Lenders that it is able to distribute interest payments on a “pro rata basis” to Existing
Lenders and New Lenders then (in respect of any transfer pursuant to Clause 28.5 (Procedure for transfer) or any assignment
pursuant to Clause 28.6 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification
and is not on the last day of an interest Period):


 




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		(a)	any interest or fees in respect of the relevant participation which are expressed to accrue by
reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date
(“Accrued Amounts”) and shall become due and payable to the Existing Lender (without further interest accruing
on them) on the last day of the current interest Period (or, if the Interest Period is longer than six Months, on the next of the
dates which falls at six Monthly intervals after the first day of that Interest Period); and



 


		(b)	The rights assigned or transferred by the Existing Lender will not include the right to the Accrued
Amounts, so that, for the avoidance of doubt:



 


		(i)	when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing
Lender; and



 


		(ii)	the amount payable to the New Lender on that date will be the amount which would, but for the application
of this Clause 28.9 (Pro rata interest settlement), have been payable to it on that date, but after deduction of the Accrued
Amounts.



 


		(c)	In this Clause 28.9 (Pro rata interest settlement) references to “Interest Period”
shall be construed to include a reference to any other period for accrual of fees.



 


		29	CHANGES TO THE TRANSACTION OBLIGORS



 


		29.1	Assignment or transfer by Transaction Obligors



 


No Transaction
Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.


 


		29.2	Release of security



 


		(a)	If a disposal of any asset subject to security created by a Security Document is made in the following
circumstances:



 


		(i)	the disposal is permitted by the terms of any Finance Document;



 


		(ii)	the Majority Lenders agree to the disposal;



 


		(iii)	the disposal is being made at the request of the Security Agent in circumstances where any
                                                                 security                                                                  created by the Security Documents has become
                                                                 enforceable; or



 


		(iv)	the disposal is being effected by enforcement of a Security Document,



 


the Security
Agent may release the asset(s) being disposed of from any security over those assets created by a Security Document. However, the
proceeds of any disposal (or an amount corresponding to them) must be applied in accordance with the requirements of the Finance
Documents (if any).


 


		(b)	if the Security Agent is satisfied
                                         that a release is allowed under this Clause 29.2 (Release of security) (at the
                                         request and expense of the Borrower) each Finance Party must enter into any document
                                         and do all such other things which are reasonably required to achieve that release. Each
                                         other Finance Party irrevocably authorises the Security Agent to enter into any such
                                         document. Any release will not affect the obligations of any other Transaction Obligor
                                         under the Finance Documents.



 




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		29.3	Additional Guarantors



 


Subject to
compliance with the provisions of Clause 20.8 (“Know your customer” checks), a wholly owned Subsidiary
of the Parent Guarantor may become an Additional Guarantor. That Subsidiary shall become an Additional Guarantor if:


 


		(a)	all the Lenders approve the addition of that Subsidiary;



 


		(b)	it delivers to the Facility Agent a duly completed and executed Accession Deed;



 


		(c)	the existing Borrower confirms that no Default is continuing or would occur as a result of that
Subsidiary becoming an Additional Guarantor; and



 


		(d)	the Facility Agent has received all
                                         of the documents and other evidence listed in Part C of Schedule 2 (Conditions Precedent)
                                         in relation to that Additional Guarantor, each in form and substance satisfactory to
                                         the Facility Agent.



  


		29.4	Repetition of Representations



 


Delivery
of an Accession Deed constitutes confirmation by the relevant Additional Guarantor that the representations and warranties referred
to 19.37 (Repetition) are true and correct in relation to it as at the date of delivery as if made by reference to the facts and
circumstances then existing.


 




    	 	92	 



     


    

 


SECTION
10


 


THE FINANCE
PARTIES


 


		30	THE FACILITY AGENT, THE ARRANGER AND THE REFERENCE BANKS



 


		30.1	Appointment of the Facility Agent



 


		(a)	Each of the Arranger, the Lenders and the Hedge Counterparties appoints the Facility Agent to act
as its agent under and in connection with the Finance Documents. 



 


		(b)	Each other Finance Party authorises the Facility Agent to perform the duties, obligations and responsibilities
and to exercise the rights, powers, authorities and discretions specifically given to the Facility Agent under, or in connection
with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.



 


		30.2	Instructions



 


		(a)	The Facility Agent shall:



 


		(i)	unless a contrary indication appears in a Finance Document, exercise or refrain from exercising
any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by:



 


		(A)	all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and



 


		(B)	in all other cases, the Majority Lenders; and



 


		(ii)	not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with
sub-paragraph (i) above (or, if this Agreement stipulates the matter is a decision for any other Finance Party or group of Finance
Parties, in accordance with instructions given to it by that Finance Party or group of Finance Parties).



 


		(b)	The Facility Agent shall be entitled to request instructions, or clarification of any instruction,
from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party
or group of Finance Parties, from that Finance Party or group of Finance Parties) as to whether, and in what manner, it should
exercise or refrain from exercising any right, power, authority or discretion and the Facility Agent may refrain from acting unless
and until it receives any such instructions or clarification that it has requested.



 


		(c)	Save in the case of decisions stipulated to be a matter for any other Finance Party or group of
Finance Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions
given to the Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and
will be binding on all Finance Parties.



 


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



 


		(i)	where a contrary indication appears in a Finance Document;



 


		(ii)	where a Finance Document requires the Facility Agent to act in a specified manner or to take a
specified action;



 


		(iii)	in respect of any provision which protects the Facility Agent’s own position in its personal capacity
as opposed to its role of Facility Agent for the relevant Finance Parties.



 




    	 	93	 



     


    

 


		(e)	If giving effect to instructions given by the Majority Lenders would in the Facility Agent’s opinion
have an effect equivalent to an amendment or waiver referred to in Clause 43 (Amendments and Waivers), the Facility Agent
shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the
Facility Agent) whose consent would have been required in respect of that amendment or waiver.



 


		(f)	In exercising any discretion to exercise a right, power or authority under the Finance Documents
where it has not received any instructions as to the exercise of that discretion the Facility Agent shall do so having regard to
the interests of all the Finance Parties.



 


		(g)	The Facility Agent may refrain from acting in accordance with any instructions of any Finance Party
or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which
may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss
or liability (together with any applicable VAT) which it may incur in complying with those instructions.



 


		(h)	Without prejudice to the remainder of this Clause 30.2 (Instructions), in the absence of
instructions, the Facility Agent shall not be obliged to take any action (or refrain from taking action) even if it considers acting
or not acting to be in the best interests of the Finance Parties. The Facility Agent may act (or refrain from acting) as it considers
to be in the best interest of the Finance Parties.



 


		(i)	The Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining
that Finance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall
not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security
Documents or enforcement of the Transaction Security or Security Documents.



 


		30.3	Duties of the Facility Agent



 


		(a)	The Facility Agent’s duties under the Finance Documents are solely mechanical and administrative
in nature.



 


		(b)	Subject to paragraph (c) below, the Facility Agent shall promptly forward to a Party the original
or a copy of any document which is delivered to the Facility Agent for that Party by any other Party.



 


		(c)	Without prejudice to Clause 28.7 (Copy of Transfer Certificate or Assignment Agreement to Borrower),
paragraph (b) above shall not apply to any Transfer Certificate or any Assignment Agreement.



 


		(d)	Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged
to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.



 


		(e)	If the Facility Agent receives notice from a Party referring to any Finance Document, describing
a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.



 


		(f)	If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or
other fee payable to a Finance Party (other than the Facility Agent, the Arranger or the Security Agent) under this Agreement,
it shall promptly notify the other Finance Parties.



 


		(g)	The Facility Agent shall provide to the Borrower within 5 Business Days of a request by the Borrower
(but no more frequently than once per calendar month), a list (which may be in electronic form) setting out the names of the Lenders
as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any,
for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered
under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable
the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication
under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment
to be distributed by the Facility Agent to that Lender under the Finance Documents.



 




    	 	94	 



     


    

 


		(h)	The Facility Agent shall have only those duties, obligations and responsibilities expressly specified
in the Finance Documents to which it is expressed to be a party (and no others shall be implied).



 


		30.4	Role of the Arranger



 


Except as
specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection
with any Finance Document.


 


		30.5	No fiduciary duties



 


		(a)	Nothing in any Finance Document constitutes the Facility Agent or the Arranger as a trustee or
fiduciary of any other person.



 


		(b)	Neither the Facility Agent nor the Arranger shall be bound to account to other Finance Party for
any sum or the profit element of any sum received by it for its own account.



 


		30.6	Application of receipts



 


Except as
expressly stated to the contrary in any Finance Document, any moneys which the Facility Agent receives or recovers in its capacity
as Facility Agent shall be applied by the Facility Agent in accordance with Clause 35.5 (Application of receipts; partial payments).


 


		30.7	Business with the Group



 


The Facility
Agent and the Arranger may accept deposits from, lend money to, and generally engage in any kind of banking or other business with,
any member of the Group.


 


		30.8	Rights and discretions



 


		(a)	The Facility Agent may:



 


		(i)	rely on any representation, communication, notice or document believed by it to be genuine, correct
and appropriately authorised;



 


		(ii)	assume that:



 


		(A)	any instructions received by it from the Majority Lenders, any Finance Parties or any group of
Finance Parties are duly given in accordance with the terms of the Finance Documents; and 



 


		(B)	unless it has received notice of revocation, that those instructions have not been revoked; and



 


		(iii)	rely on a certificate from any person:



 


		(A)	as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge
of that person; or



 


		(B)	to the effect that such person approves of any particular dealing, transaction, step, action or
thing, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy
of that certificate.



 




    	 	95	 



     


    

 


		(b)	The Facility Agent may assume (unless it has received notice to the contrary in its capacity as
agent for the Finance Parties) that:



 


		(i)	no Default has occurred (unless
                                         it has actual knowledge of a Default arising under Clause 27.2 (Non-payment));



 


		(ii)	any right, power, authority or discretion vested in any Party or any group of Finance Parties has
not been exercised; and 



 


		(iii)	any notice or request made by the Borrower (other than a Utilisation Request or a Selection Notice)
is made on behalf of and with the consent and knowledge of all the Transaction Obligors.



 


		(c)	The Facility Agent may engage and pay for the advice or services of any lawyers, accountants, tax
advisers, surveyors or other professional advisers or experts.



 


		(d)	Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Facility
Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Facility Agent (and so
separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be desirable.



 


		(e)	The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers,
surveyors or other professional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not
be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result
of its so relying.



 


		(f)	The Facility Agent may act in relation to the Finance Documents and the Security Property through
its officers, employees and agents and shall not:



 


		(i)	be liable for any error of judgment made by any such person; or



 


		(ii)	be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct,
omission or default on the part of any such person,



 


unless such
error or such loss was directly caused by the Facility Agent’s gross negligence or wilful misconduct.


 


		(g)	Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other
Party any information it reasonably believes it has received as agent under the Finance Documents.



 


		(h)	Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility
Agent nor the Arranger is obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach
of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.



 


		(i)	Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not
obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations
or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment
of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.



 


		30.9	Responsibility for documentation



 


Neither
the Facility Agent nor the Arranger is responsible or liable for:


 




    	 	96	 



     


    

 


		(a)	the adequacy, accuracy or completeness of any information (whether oral or written) supplied by
the Facility Agent, the Security Agent, the Arranger, a Transaction Obligor or any other person in, or in connection with, any
Transaction Document or the transactions contemplated in the Transaction Documents or any other agreement, arrangement or document
entered into, made or executed in anticipation of, under or in connection with any Transaction Document;



 


		(b)	the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or
the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under
or in connection with, any Transaction Document or the Security Property; or



 


		(c)	any determination as to whether any information provided or to be provided to any Finance Party
or Secured Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating
to insider dealing or otherwise.



 


		30.10	No duty to monitor



 


The Facility
Agent shall not be bound to enquire:


 


		(a)	whether or not any Default has occurred;



 


		(b)	as to the performance, default or any breach by any Transaction Obligor of its obligations under
any Transaction Document; or



 


		(c)	whether any other event specified in any Transaction Document has occurred.



 


		30.11	Exclusion of liability



 


		(a)	Without limiting paragraph (b) below (and without prejudice to paragraph (e) of Clause 35.11 (Disruption
to Payment Systems etc.) or any other provision of any Finance Document excluding or limiting the liability of the Facility
Agent), the Facility Agent will not be liable for:



 


		(i)	any damages, costs or losses to any person, any diminution in value, or any liability whatsoever
arising as a result of taking or not taking any action under or in connection with any Transaction Document or the Security Property,
unless directly caused by its gross negligence or wilful misconduct;



 


		(ii)	exercising, or not exercising, any right, power, authority or discretion given to it by, or in
connection with, any Transaction Document, the Security Property or any other agreement, arrangement or document entered into,
made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or



 


		(iii)	any shortfall which arises on the enforcement or realisation of the Security Property; or



 


		(iv)	without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses
to any person, any diminution in value or any liability whatsoever arising as a result of: 



 


		(A)	any act, event or circumstance not reasonably within its control; or



 


		(B)	the general risks of investment in, or the holding of assets in, any jurisdiction,



 


including
(in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation,
expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions
affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure
or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God;
war, terrorism, insurrection or revolution; or strikes or industrial action.


 




    	 	97	 



     


    

 







 


		(b)	No Party other than the Facility
                                         Agent may take any proceedings against any officer, employee or agent of the Facility
                                         Agent in respect of any claim it might have against the Facility Agent or in respect
                                         of any act or omission of any kind by that officer, employee or agent in relation to
                                         any Transaction Document or any Security Property and any officer, employee or agent
                                         of the Facility Agent may rely on this Clause subject to Clause 1.5 (Third
                                         party rights) and the provisions of
                                         the Third Parties Act.



 


		(c)	The Facility Agent will not be liable for any delay (or any related consequences) in crediting
an account with an amount required under the Finance Documents to be paid by the Facility Agent if the Facility Agent has taken
all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised
clearing or settlement system used by the Facility Agent for that purpose.



 


		(d)	Nothing in this Agreement shall oblige the Facility Agent or the Arranger to carry out:



 


		(i)	any “know your customer” or other checks in
relation to any person; or



 


		(ii)	any check on the extent to which any transaction contemplated by this Agreement might be unlawful
for any Finance Party,



 


on
behalf of any Finance Party and each Finance Party confirms to the Facility Agent and the Arranger that it is solely responsible
for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the
Facility Agent or the Arranger.


 


		(e)	Without prejudice to any provision of any Finance Document excluding or limiting the Facility Agent’s
liability, any liability of the Facility Agent arising under or in connection with any Transaction Document or the Security Property
shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined
by reference to the date of default of the Facility Agent or, if later, the date on which the loss arises as a result of such default)
but without reference to any special conditions or circumstances known to the Facility Agent at any time which increase the amount
of that loss. In no event shall the Facility Agent be liable for any loss of profits, goodwill, reputation, business opportunity
or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Facility Agent has been
advised of the possibility of such loss or damages.



 


		30.12	Lenders’
                                                                                        indemnity                                          to the Facility Agent



 


		(a)	Each Lender shall (in proportion
                                         to its share of the Total Commitments or, if the Total Commitments are then zero, to
                                         its share of the Total Commitments immediately prior to their reduction to zero) indemnify
                                         the Facility Agent, within three Business Days of demand, against any cost, loss or liability
                                         incurred by the Facility Agent (otherwise than by reason of the Facility Agent’s
                                         gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability
                                         pursuant to Clause 35.11 (Disruption
                                         to Payment Systems etc.) notwithstanding
                                         the Facility Agent’s negligence, gross negligence or any other category of liability
                                         whatsoever but not including any claim based on the fraud of the Facility Agent) in acting
                                         as Facility Agent under the Finance Documents (unless the Facility Agent has been reimbursed
                                         by a Transaction Obligor pursuant to a Finance Document).



 






    	 	98	 



     


    

 


		(b)	Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for
any payment that Lender makes to the Facility Agent pursuant to paragraph (a) above.



 


		(c)	Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which
the Lender claims reimbursement relates to a liability of the Facility Agent to an Obligor.



 


		30.13	Resignation
                                         of the Facility Agent



 


		(a)	The Facility Agent may resign and appoint one of its Affiliates as successor by giving notice to
the other Finance Parties and the Borrower.



 


		(b)	Alternatively, the Facility Agent may resign by giving 30 days’ notice to the other Finance Parties
and the Borrower, in which case the Majority Lenders may appoint a successor Facility Agent.



 


		(c)	If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph
(b) above within 20 days after notice of resignation was given, the retiring Facility Agent may appoint a successor Facility Agent.



 


		(d)	If the Facility Agent wishes to resign
                                         because (acting reasonably) it has concluded that it is no longer appropriate for it
                                         to remain as agent and the Facility Agent is entitled to appoint a successor Facility
                                         Agent under paragraph (c) above, the Facility Agent may (if it concludes (acting reasonably)
                                         that it is necessary to do so in order to persuade the proposed successor Facility Agent
                                         to become a party to this Agreement as Facility Agent) agree with the proposed successor
                                         Facility Agent amendments to this Clause 30 (The
                                         Facility Agent, the Arranger and the Reference Banks)
                                         and any other term of this Agreement dealing with the rights or obligations
                                         of the Facility Agent consistent with then current market practice for the appointment
                                         and protection of corporate trustees together with any reasonable amendments to the agency
                                         fee payable under this Agreement which are consistent with the successor Facility Agent’s
                                         normal fee rates and those amendments will bind the Parties.



 


		(e)	The retiring Facility Agent shall make available to the successor Facility Agent such documents
and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its
functions as Facility Agent under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the
retiring Facility Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available
such documents and records and providing such assistance.



 


		(f)	The Facility Agent’s resignation notice shall only take effect upon the appointment of a successor.



 


		(g)	Upon the appointment of a successor,
                                         the retiring Facility Agent shall be discharged from any further obligation in respect
                                         of the Finance Documents (other than its obligations under paragraph (e) above) but shall
                                         remain entitled to the benefit of Clause 14.3 (Indemnity
                                         to the Facility Agent) and this Clause 30 (The
                                         Facility Agent, the Arranger and the Reference Banks)
                                         and any other provisions of a Finance Document which are expressed to limit
                                         or exclude its liability (or to indemnify it) in acting as Facility Agent. Any fees for
                                         the account of the retiring Facility Agent shall cease to accrue from (and shall be payable
                                         on) that date). Any successor and each of the other Parties shall have the same rights
                                         and obligations amongst themselves as they would have had if such successor had been
                                         an original Party.



 


		(h)	The Majority Lenders may, by notice to the Facility Agent, require it to resign in accordance with
paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above but the cost referred
to in paragraph (e) above shall be for the account of the Borrower.



 




    	 	99	 



     


    

 


		(i)	The consent of the Borrower (or any other Transaction Obligor) is not required for an assignment
or transfer of rights and/or obligations by the Facility Agent.



 


		(j)	The Facility Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable,
shall use reasonable endeavours to appoint a successor Facility Agent pursuant to paragraph (c) above) if on or after the date
which is three months before the earliest FATCA Application Date relating to any payment to the Facility Agent under the Finance
Documents, either:



 


		(i)	the Facility Agent fails to respond
                                         to a request under Clause 12.7 (FATCA
                                         Information) and
                                         the Borrower or a Lender reasonably believes that the Facility Agent will not be (or
                                         will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;



 


		(ii)	the information supplied by the
                                         Facility Agent pursuant to Clause 12.7 (FATCA
                                         Information) indicates that the Facility
                                         Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA
                                         Application Date; or



 


		(iii)	the Facility Agent notifies the Borrower and the Lenders that the Facility Agent will not be (or
will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;



 


and
(in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would
not be required if the Facility Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Facility Agent,
requires it to resign.


 


		30.14	Period
                                         without role for Agent



 


		(a)	In this Clause 30.14 (Period
                                         without role for Agent),
                                         a “Non-Agent Period” means the period in which the
                                         Agent has no role pursuant to paragraph 30.14(b) below.



 


		(b)	The Agent shall not have a role under
                                         this Agreement, other than entering into the Finance Documents in its capacity as Agent,
                                         and the provisions of the other provisions of this Clause 30.14 (Period
                                         without role for Agent) shall not
                                         apply to the extent that they relate to the Agent until one of the following conditions
                                         is satisfied:



 


		(i)	the Agent receives notice from the relevant Lender (with a copy to the Borrower) that the Lenders
are not only the Original Lenders; or



 


		(ii)	the Agent receives notice from the Parent Guarantor (with a copy to the Original Lenders) requesting
the Agent to commence acting in its role as agent.



 


The
Agent shall commence acting in its role as agent at the date of receipt of the relevant notice.


 


		(c)	During a Non-Agent Period:



 


		(i)	subject to paragraph 30.14(c)(iii) below, all reference to “the Agent” (other than in
this Clause 30.14(c)(i)) and all references to “the Agent”, or “a Party” in any Finance Document shall, where
it relates to the Agent, be construed as references to “the Original Lenders”;



 


		(ii)	all payments which are expressed to be made to, received by or made available to or by the Agent
(as applicable), must be made to, received by or made available to or by the Original Lenders;



 


		(iii)	the reference to the “Agent” in:



 




    	 	100	 



     


    

 


		(A)	Clause31.9
                                         (Responsibility
                                         for documentation) to and including
                                         Clause 31.11 (Exclusion
                                         of liability);






 


		(B)	Clause14
                                         (Other
                                         Indemnities); and



 


		(C)	Clause16 (Costs
                                         and
                                         Expenses),



 


must
at all times be construed as reference to each of the Agent and the Original Lenders in its former and/or existing role of the
Agent pursuant to paragraph 30.14(c)(i) above.


 


		(d)	Until the date the Agent commences acting in its role as agent, no agency fee or other fees will
be payable to the Agent.



 


		(e)	Credit Suisse AG as Agent will be under no obligation to commence acting in its role as agent under
this Agreement prior to having agreed with the Borrower the agency fees payable to it in its capacity as Agent.



 


		30.15	Confidentiality



 


		(a)	In acting as Facility Agent for the Finance Parties, the Facility Agent shall be regarded as acting
through its agency division which shall be treated as a separate entity from any other of its divisions or departments.



 


		(b)	If information is received by a division or department of the Facility Agent other than the division
or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be
treated as confidential to that division or department, and the Facility Agent shall not be deemed to have notice of it nor shall
it be obliged to disclose such information to any Party.



 


		(c)	Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility
Agent nor the Arranger is obliged to disclose to any other person (i) any confidential information or (ii) any other information
if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary
duty.



 


		30.16	Relationship
                                         with the other Finance Parties



 


		(a)	Subject to Clause 28.9 (Pro
                                         rata interest settlement), the Facility
                                         Agent may treat the person shown in its records as Lender or Hedge Counterparty at the
                                         opening of business (in the place of the Facility Agent’s principal office as notified
                                         to the Finance Parties from time to time) as the Lender acting through its Facility Office
                                         or, as the case may be, the Hedge Counterparty:



 


		(i)	entitled to or liable for any payment due under any Finance Document on that day; and



 


		(ii)	entitled to receive and act upon any notice, request, document or communication or make any decision
or determination under any Finance Document made or delivered on that day,



 


unless
it has received not less than five Business Days’ prior notice from that Lender or Hedge Counterparty to the contrary in accordance
with the terms of this Agreement.


 


		(b)	Each Finance Party shall supply the Facility Agent with any information that the Security
                                                             Agent may reasonably specify (through the Facility Agent) as being necessary or desirable to enable the Security Agent to
                                                             perform its functions as Security Agent. Each Finance Party shall deal with the Security Agent exclusively through the
                                                             Facility Agent and shall not deal directly with the Security Agent and any reference to any instructions being given by or
                                                             sought from any Finance
Party or group of Finance Parties by or to the Security Agent in this Agreement must be given or sought through the Facility Agent.



 




    	 	101	 



     


    

 


		(c)	Any
                                         Lender may by notice to the Facility Agent appoint a person to receive on its behalf
                                         all notices, communications, information and documents to be made or despatched to that
                                         Lender under the Finance Documents. Such notice shall contain the address, fax number
                                         and (where communication by electronic mail or other electronic means is permitted under
                                         Clause 37.5 (Electronic communication between the
                                         Facility Agent and the Lenders) electronic mail address and/or any other information
                                         required to enable the transmission of information by that means (and, in each case,
                                         the department or officer, if any, for whose attention communication is to be made) and
                                         be treated as a notification of a substitute address, fax number, electronic mail address
                                         (or such other information), department and officer by that Lender for the purposes of
                                         Clause 37.2 (Addresses) and paragraph
                                         (a) of Clause 37.5 (Electronic communication between
                                         the Facility Agent and the Lenders) and the Facility Agent shall be entitled
                                         to treat such person as the person entitled to receive all such notices, communications,
                                         information and documents as though that person were that Lender.



 


		30.17	Credit
                                         appraisal by the Finance Parties



 


Without
affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any
Transaction Document, each Finance Party confirms to the Facility Agent and the Arranger that it has been, and will continue to
be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection
with, any Transaction Document including but not limited to:


 


		(a)	the financial condition, status and nature of each member of the Group;



 


		(b)	the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document,
the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under
or in connection with any Transaction Document or the Security Property;



 


		(c)	whether that Finance Party has recourse, and the nature and extent of that recourse, against any
Party or any of its respective assets under, or in connection with, any Transaction Document, the Security Property, the transactions
contemplated by the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation
of, under or in connection with any Transaction Document or the Security Property;



 


		(d)	the adequacy, accuracy or completeness of any other information provided by the Facility Agent,
any Party or by any other person under, or in connection with, any Transaction Document, the transactions contemplated by any Transaction
Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection
with any Transaction Document; and



 


		(e)	the right or title of any person in or to or the value or sufficiency of any part of the Security
Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets.



 


		30.18	Facility
                                         Agent’s management time



 


Any
amount payable to the Facility Agent under Clause 14.3 (Indemnity to the Facility Agent),
Clause 16 (Costs and Expenses) and Clause 30.12 (Lenders’
indemnity to the Facility Agent) shall include the cost of utilising the Facility Agent’s management time or
other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Facility Agent may notify
to the Borrower and the other Finance Parties, and is in addition to any fee paid or payable to the Facility Agent under Clause
11 (Fees).


 




    	 	102	 



     


    

 


		30.19	Deduction
                                         from amounts payable by the Facility Agent



 


If
any Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may, after giving notice to that
Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged
to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes
of the Finance Documents that Party shall be regarded as having received any amount so deducted.


 


		30.20	Reliance
                                         and engagement letters



 


Each
Secured Party confirms that each of the Arranger and the Facility Agent has authority to accept on its behalf (and ratifies the
acceptance on its behalf of any letters or reports already accepted by the Arranger or the Facility Agent) the terms of any reliance
letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports
in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of
those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications
set out in such letters.


 


		30.21	Full
                                         freedom to enter into transactions



 


Without
prejudice to Clause 30.7 (Business with the Group) or any other provision of
a Finance Document and notwithstanding any rule of law or equity to the contrary, the Facility Agent shall be absolutely entitled:


 


		(a)	to enter into and arrange banking, derivative, investment and/or other transactions of every kind
with or affecting any Transaction Obligor or any person who is party to, or referred to in, a Finance Document (including, but
not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate
agent and/or security agent for, and/or participating in, other facilities to such Transaction Obligor or any person who is party
to, or referred to in, a Finance Document);



 


		(b)	to deal in and enter into and arrange transactions relating to:



 


		(i)	any securities issued or to be issued by any Transaction Obligor or any other person; or



 


		(ii)	any options or other derivatives in connection with such
securities; and



 


		(c)	to provide advice or other services to any Borrower or any person who is a party to, or referred
to in, a Finance Document,



 


and,
in particular, the Facility Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging
all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only
to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively,
to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and
to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.


 


		30.22	Role
                                         of Reference Banks



 


		(a)	No Reference Bank is under any obligation to provide a quotation or any other information to the
Facility Agent.






 




    	 	103	 



     


    

 


		(b)	No Reference Bank will be liable for any action taken by it under or in connection with any Finance
Document, or for any Reference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct.



 


		(c)	No
                                         Party (other than the relevant Reference Bank) may take any proceedings against any officer,
                                         employee or agent of any Reference Bank in respect of any claim it might have against
                                         that Reference Bank or in respect of any act or omission of any kind by that officer,
                                         employee or agent in relation to any Finance Document, or to any Reference Bank Quotation,
                                         and any officer, employee or agent of each Reference Bank may rely on this Clause 30.22
                                         (Role of Reference Banks) subject to
                                         Clause 1.5 (Third party rights) and
                                         the provisions of the Third Parties Act.



 


		30.23	Third
                                         Party Reference Banks



 


A
Reference Bank which is not a Party may rely on Clause 30.22 (Role of Reference Banks),
Clause 43.3 (Other exceptions) and Clause 45 (Confidentiality
of Funding Rates and Reference Bank Quotations) subject to Clause 1.5 (Third
party rights) and the provisions of the Third Parties Act.


 


		31	THE
                                         SECURITY AGENT



 


		31.1	Trust



 


		(a)	The
                                         Security Agent declares that it holds the Security Property, save for theSecurityProperty
                                         governed by Dutch law, on trust for the Secured Parties on the terms contained in this
                                         Agreement and shall deal with the Security Property in accordance with this Clause 31
                                         (The Security Agent) and the other provisions
                                         of the Finance Documents.



 


		(b)	Each other Finance Party authorises the Security Agent to perform the duties, obligations and responsibilities
and to exercise the rights, powers, authorities and discretions specifically given to the Security Agent under, or in connection
with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.



 


		31.2	Parallel
                                         Debt(Covenant to pay the Security Agent)



 


		(a)	Each Obligor irrevocably and unconditionally undertakes to pay to the Security Agent its Parallel
Debtwhich shall be amounts equal to, and in the currency or currencies of, its Corresponding Debt.



 


		(b)	The Parallel Debt of an Obligor:



 


		(i)	shall become due and payable at the same time as its Corresponding Debt;



 


		(ii)	is independent and separate from, and without prejudice to, its Corresponding Debt.



 


		(c)	For
                                         purposes of this Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)),
                                         the Security
                                         Agent:



 


		(i)	is the independent and separate creditor of each Parallel Debt;



 


		(ii)	acts in its own name and not as agent, representative or trustee of the Finance Parties and its
claims in respect of each Parallel Debt shall not be held on trust; and



 


		(iii)	shall have the independent and separate right to demand payment of each Parallel Debt in its own
name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications
for and voting in any kind of insolvency proceeding).



 




    	 	104	 



     


    

 


		(d)	The Parallel Debt of an Obligor shall be:



 


		(i)	decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid
or discharged; and



 


		(ii)	increased to the extent that its Corresponding Debt has increased, 



 


and the Corresponding Debt of an
Obligor shall be:


 


		(A)	decreased to the extent that its Parallel Debt has been
irrevocably and unconditionally paid or discharged; and



 


		(B)	increased to the extent that its Parallel Debt has increased, 



 


in each case provided that the Parallel Debt of an Obligor shall never exceed its Corresponding Debt.


 


		(e)	All
                                         amounts received or recovered by the Security Agent in connection withthis Clause
                                         31.2 (Parallel
                                         Debt (Covenant to pay the Security Agent)) to the extent permitted by applicable
                                         law, shall be applied in accordance with Clause 35.5 (Application of receipts; partial
                                         payments).



 


		(f)	This
                                         Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)) shall apply,
                                         with any necessary modifications, to each Finance
                                         Document.



 


		31.3	Enforcement
                                         through Security Agent only



 


The
Secured Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise
any right, power, authority or discretion arising under the Security Documents except through the Security Agent.


 


		31.4	Instructions



 


		(a)	The Security Agent shall:



 


		(i)	unless a contrary indication appears in a Finance Document, exercise or refrain from exercising
any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by:



 


		(A)	all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and



 


		(B)	in all other cases, the Majority Lenders; and



 


		(ii)	not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with
sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Finance Party or group of Finance
Parties, in accordance with instructions given to it by that Finance Party or group of Finance Parties).



 


		(b)	The Security Agent shall be entitled to request instructions, or clarification of any instruction,
from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party
or group of Finance Parties, from that Finance Party or group of Finance Parties) as to whether, and in what manner, it should
exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless
and until it receives any such instructions or clarification that it has requested.



 


		(c)	Save in the case of decisions stipulated to be a matter for any other Finance Party or group of
Finance Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions
given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and
will be binding on all Finance Parties.



 




    	 	105	 



     


    

 


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



 


		(i)	where a contrary indication appears in a Finance Document;



 


		(ii)	where a Finance Document requires the Security Agent to act in a specified manner or to take a specified
action;



 


		(iii)	in respect of any provision which protects the Security
Agent’s own position in its personahl
capacity as opposed to its role of Security Agent for the relevant Secured Parties.






 


		(iv)	in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority
under any of:



 


		(A)	Clause
                                         31.28 (Application of receipts);



 


		(B)	Clause
                                         31.29 (Permitted Deductions); and



 


		(C)	Clause
                                         31.30 (Prospective liabilities).



 


		(e)	If
                                         giving effect to instructions given by the Majority Lenders would in the Security Agent’s
                                         opinion have an effect equivalent to an amendment or waiver referred to in Clause 43
                                         (Amendments and Waivers), the Security
                                         Agent shall not act in accordance with those instructions unless consent to it so acting
                                         is obtained from each Party (other than the Security Agent) whose consent would have
                                         been required in respect of that amendment or waiver.






 


		(f)	In exercising any discretion to exercise a right, power or authority under the Finance
                                                               Documents where either:






 


		(i)	it has not received any instructions as to the exercise
of that discretion; or



 


		(ii)	the exercise of that discretion is subject to sub-paragraph
(iv) of paragraph (d) above, 



 


the Security Agent shall do so having regard to the interests of all the Secured Parties.


 


		(g)	The Security Agent may refrain from acting in accordance with any instructions of
                                                               any Finance Party
or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which
may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss
or liability (together with any applicable VAT) which it may incur in complying with those instructions.






 


		(h)	Without
                                         prejudice to the remainder of this Clause 31.4 (Instructions),
                                         in the absence of instructions, the Security Agent may (but shall not be obliged
                                         to) take such action in the exercise of its powers and duties under the Finance Documents
                                         as it considers in its discretion to be appropriate.



 


		(i)	The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining
that Finance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall
not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security
Documents or enforcement of the Transaction Security or Security Documents.



 




    	 	106	 



     


    

 


		31.5	Duties
                                         of the Security Agent



 


		(a)	The Security Agent’s duties under the Finance Documents are solely mechanical and administrative
in nature.



 


		(b)	The Security Agent shall promptly forward to a Party the original or a copy of any document which
is delivered to the Security Agent for that Party by any other Party.



 


		(c)	Except where a Finance Document specifically provides otherwise, the Security Agent is not obliged
to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.



 


		(d)	If the Security Agent receives notice from a Party referring to any Finance Document, describing
a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.



 


		(e)	The Security Agent shall have only those duties, obligations and responsibilities expressly specified
in the Finance Documents to which it is expressed to be a party (and no others shall be implied).



 


		31.6	No
                                         fiduciary duties



 


		(a)	Nothing in any Finance Document constitutes the Security Agent as an agent, trustee or fiduciary
of any Transaction Obligor.



 


		(b)	The Security Agent shall not be bound to account to any other Secured Party for any sum or the
profit element of any sum received by it for its own account.



 


		31.7	Business
                                         with the Group



 


The
Security Agent may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any
member of the Group.


 


		31.8	Rights
                                         and discretions



 


		(a)	The Security Agent may:



 


		(i)	rely on any representation, communication, noticeor
document believed by it to be



genuine,
correct and appropriately authorised;


 


		(ii)	assume that:



 


		(A)	any instructions received by it from the Majority Lenders, any Finance Parties or any group of
Finance Parties are duly given in accordance with the terms of the Finance Documents;



 


		(B)	unless it has received notice of revocation, that those instructions have not been revoked;



 


		(C)	if it receives any instructions to act in relation to the Transaction Security, that all applicable
conditions under the Finance Documents for so acting have been satisfied; and



 


		(iii)	rely on a certificate from any person:



 


		(A)	as to any matter of fact or circumstance which might reasonably be expected to
be within the knowledge of that person; or






 




    	 	107	 



     


    

 


		(B)	to the effect that such person approves of any particular dealing, transaction, step, action or thing,



 


as
sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that
certificate.


 


		(b)	The Security Agent shall be entitled to carry out all
dealings with the other Finance Parties through the Facility Agent and may give to the Facility Agent any notice or other communication
required to be given by the Security Agent to any Finance Party.



 


		(c)	The Security Agent may assume (unless it has received notice to the contrary in its capacity as
security agent for the Secured Parties) that:



 


		(i)	no Default has occurred;



 


		(ii)	any right, power, authority or discretion vested in any
Partyor any group of Finance Parties
has not been exercised; and






 


		(iii)	any notice or request made by any Borrower (other than
aUtilisation Request or a Selection
Notice) is made on behalf of and with “the consent and knowledge of all the Transaction Obligors.






 


		(d)	The Security Agent may engage and pay for the advice or services of any lawyers, accountants, tax
advisers, surveyors or other professional advisers or experts.



 


		(e)	Without prejudice to the generality of paragraph (c) above or paragraph (f) below, the Security
Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Agent (and so
separate from any lawyers instructed by the Facility Agent or the Lenders) if the Security Agent in its reasonable opinion deems
this to be desirable.



 


		(f)	The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers,
surveyors or other professional advisers or experts (whether obtained by the Security Agent or by any other Party) and shall not
be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result
of its so relying.



 


		(g)	The Security Agent may act in relation to the Finance Documents and the Security Property through
its officers, employees and agents and shall not:



 


		(i)	be liable for any error of judgment made by any such
person; or



 


		(ii)	be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct,
omission or default on the part of any such person,



 


unless
such error or such loss was directly caused by the Security Agent’s gross negligence or wilful misconduct.


 


		(h)	Unless a Finance Document expressly provides otherwise the Security Agent may disclose to any other
Party any information it reasonably believes it has received as security agent under the Finance Documents.



 


		(i)	Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent
is not obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or
regulation or a breach of a fiduciary duty or duty of confidentiality.



 




    	 	108	 



     


    

 


		(j)	Notwithstanding any provision of any Finance Document to the contrary, the Security Agent is
not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations
or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment
of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.






 


		31.9	Responsibility
                                         for documentation



 


None
of the Security Agent, any Receiver or any Delegate is responsible or liable for:


 


		(a)	the adequacy, accuracy or completeness of any information (whether oral or written) supplied by
the Facility Agent, the Security Agent, the Arranger, a Transaction Obligor or any other person in, or in connection with, any
Transaction Document or the transactions contemplated in the Transaction Documents or any other agreement, arrangement or document
entered into, made or executed in anticipation of, under or in connection with any Transaction Document;



 


		(b)	the legality, validity, effectiveness, adequacy or enforceability
of any Transaction Document or the Security Property or any other agreement, arrangement or document entered into, made or executed
in anticipation of, under or in connection with, any Transaction Document or the Security Property; or



 


		(c)	any determination as to whether any information provided
or to be provided to any Secured Party is non-public information the use of which may be regulated or prohibited by applicable
law or regulation relating to insider dealing or otherwise.



 


		31.10	No duty
                                         to monitor



 


The
Security Agent shall not be bound to enquire:


 


		(a)	whether or not any Default has occurred;



 


		(b)	as to the performance, default or any breach by any Transaction Obligor of its obligations under
any Transaction Document; or



 


		(c)	whether any other event specified in any Transaction Document has occurred.



 


		31.11	Exclusion
                                         of liability



 


		(a)	Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance
Document excluding or limiting the liability of the Security Agent or any Receiver or Delegate), none of the Security Agent nor
any Receiver or Delegate will be liable for:






 


		(i)	any damages, costs or losses to any person, any diminution in value, or any liability whatsoever
arising as a result of taking or not taking any action under or in connection with any Transaction Document or the Security Property,
unless directly caused by its gross negligence or wilful misconduct;



 


		(ii)	exercising, or not exercising, any right, power, authority or discretion given to it by, or in
connection with, any Transaction Document, the Security Property or any other agreement, arrangement or document entered into,
made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or



 


		(iii)	any shortfall which arises on the enforcement or realisation of the Security Property; or



 




    	 	109	 



     


    

 


		(iv)	without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses
to any person, any diminution in value or any liability whatsoever arising as a result of:



 


		(A)	any act, event or circumstance not reasonably within
its control; or



 


		(B)	the general risks of investment in, or the holding of
assets in, any jurisdiction,



 


including
(in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation,
expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions
affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure
or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God;
war, terrorism, insurrection or revolution; or strikes or industrial action.


 


		(b)	No
                                         Party other than the Security Agent, that Receiver or that Delegate (as applicable) may
                                         take any proceedings against any officer, employee or agent of the Security Agent, a
                                         Receiver or a Delegate in respect of any claim it might have against the Security Agent,
                                         a Receiver or a Delegate or in respect of any act or omission of any kind by that officer,
                                         employee or agent in relation to any Transaction Document or any Security Property and
                                         any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely
                                         on this Clause subject to Clause 1.5 (Third party
                                         rights) and the provisions of the Third Parties Act.



 


		(c)	The Security Agent will not be liable for any delay (or any related consequences) in crediting
an account with an amount required under the Finance Documents to be paid by the Security Agent if the Security Agent has taken
all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised
clearing or settlement system used by the Security Agent for that purpose.



 


		(d)	Nothing in this Agreement shall oblige the Security Agent to carry out:



 


		(i)	any “know your customer” or other checks in
relation to any person; or



 


		(ii)	any check on the extent to which any transaction contemplated by this Agreement might be unlawful
for any Finance Party,



 


on
behalf of any Finance Party and each Finance Party confirms to the Security Agent that it is solely responsible for any such checks
it is required to carry out and that it may not rely on any statement in relation to such checks made by the Security Agent.


 


		(e)	Without prejudice to any provision of any Finance Document
excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any
Receiver or Delegate arising under or in connection with any Transaction Document or the Security Property shall be limited to
the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the
date of default of the Security Agent, Receiver or Delegate or, if later, the date on which the loss arises as a result of such
default) but without reference to any special conditions or circumstances known to the Security Agent, any Receiver or Delegate
at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate be liable for
any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential
damages, whether or not the Security Agent, the Receiver or Delegate has been advised of the possibility of such loss or damages.



 




    	 	110	 



     


    

 


		31.12	Lenders’ indemnity
                                         to the Security Agent



 





		(a)	Each Lender shall (in proportion to its share of the Total Commitments or, if the Total
                                                                             Commitments are then zero, to its share of the Total Commitments immediately prior to their
                                                                             reduction to zero) indemnify the Security Agent and every Receiver and every Delegate, within three Business Days of demand,
                                                                             against any cost, loss or liability incurred by any of them (otherwise than by reason of the Security Agent’s, Receiver’s or
                                                                             Delegate’s gross negligence or wilful misconduct) in acting as Security Agent, Receiver or Delegate under the Finance
                                                                             Documents (unless the Security Agent, Receiver or Delegate has been reimbursed by a Transaction Obligor pursuant to a
                                                                             Finance                                                                              Document).



 


		(b)	Subject to paragraph (c) below, the Borrower shall immediately
on demand reimburse any Lender for any payment that Lender makes to the Security Agent pursuant to paragraph (a) above.



 


		(c)	Paragraph (b) above shall not apply to the extent that
the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Security Agent to an Obligor.



 


		31.13	Resignation
                                         of the Security Agent



 


		(a)	The Security Agent may resign and appoint one of its Affiliates acting through an office as successor
by giving notice to the other Finance Parties and the Borrower.



 


		(b)	Alternatively, the Security Agent may resign by giving 30 days’ notice to the other Finance Parties
and the Borrower, in which case the Majority Lenders may appoint a successor Security Agent.



 


		(c)	If the Majority Lenders have not appointed a successor Security Agent in accordance with paragraph
(b) above within 20 days after notice of resignation was given, the retiring Security Agent may appoint a successor Security Agent.






 


		(d)	The retiring Security Agent shall make available to the successor Security Agent such
                                                             documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of
                                                             performing its functions as Security Agent under the Finance Documents. The Borrower shall, within three Business Days of
                                                             demand, reimburse the retiring Security Agent for the amount of all costs and expenses (including legal fees) properly
                                                             incurred by it in making available such documents and records and providing such assistance.






 


		(e)	The Security Agent’s resignation notice shall only take effect upon:



 


		(i)	the appointment of a successor; and



 


		(ii)	the transfer, by way of a document expressed as a deed, of all the Security Property to that successor.



 


		(f)	Upon
                                         the appointment of a successor, the retiring Security Agent shall be discharged, by way
                                         of a document executed as a deed, from any further obligation in respect of the Finance
                                         Documents (other than its obligations under paragraph (b) of Clause 31.25 (Winding
                                         up of trust) and paragraph (d) above) but shall remain entitled to the benefit
                                         of Clause 14.4 (Indemnity to the Security Agent)
                                         and this Clause 31 (The Security Agent)
                                         and any other provisions of a Finance Document which are expressed to limit or
                                         exclude its liability (or to indemnify it) in acting as Security Agent. Any fees for
                                         the account of the retiring Security Agent shall cease to accrue from (and shall be payable
                                         on) that date). Any successor and each of the other Parties shall have the same rights
                                         and obligations amongst themselves as they would have had if such successor had been
                                         an original Party.



 




    	 	111	 



     


    

 


		(g)	The Majority Lenders may, by notice to the Security Agent, require it to resign in accordance with
paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred
to in paragraph (d) above shall be for the account of the Borrower.



 


		(h)	The consent of the Borrower (or any other Transaction Obligor) is not required for an assignment
or transfer of rights and/or obligations by the Security Agent.



 


		31.14	Confidentiality



 


		(a)	In acting as Security Agent for the Finance Parties, the Security Agent shall be regarded as acting
through its trustee division which shall be treated as a separate entity from any other of its divisions or departments.



 


		(b)	If information is received by a division or department of the Security Agent other than the division
or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be
treated as confidential to that division or department, and the Security Agent shall not be deemed to have notice of it nor shall
it be obliged to disclose such information to any Party.



 


		(c)	Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent
is not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure
would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.



 


		31.15	Credit appraisal
                                         by the Finance Parties



 


Without
affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any
Transaction Document, each Finance Party confirms to the Security Agent that it has been, and will continue to be, solely responsible
for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Transaction Document
including but not limited to:


 


		(a)	the financial condition, status and nature of each member of the Group;



 


		(b)	the legality, validity, effectiveness, adequacy or enforceability of any Transaction
                                                               Document, the
Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or
in connection with any Transaction Document or the Security Property;






 


		(c)	whether that Finance Party has recourse, and the nature and extent of that recourse, against any
Party or any of its respective assets under, or in connection with, any Transaction Document, the Security Property, the transactions
contemplated by the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation
of, under or in connection with any Transaction Document or the Security Property;



 


		(d)	the adequacy, accuracy or completeness of any information provided by the Security Agent, any Party
or by any other person under, or in connection with, any Transaction Document, the transactions contemplated by any Transaction
Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection
with any Transaction Document; and



 


		(e)	the right or title of any person in or to or the value or sufficiency of any part of the Security
Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets.



 




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		31.16	Security Agent’s
                                         management time



 


		(a)	Any
                                         amount payable to the Security Agent under Clause 14.4 (Indemnity
                                         to the Security Agent), Clause 16 (Costs
                                         and Expenses) and Clause 31.12 (Lenders’
                                         indemnity to the Security Agent) shall include the cost of utilising the Security
                                         Agent’s management time or other resources and will be calculated on the basis of such
                                         reasonable daily or hourly rates as the Security Agent may notify to the Borrower and
                                         the other Finance Parties, and is in addition to any fee paid or payable to the Security
                                         Agent under Clause 11 (Fees).



 





		(b)	Without prejudice to paragraph (a) above, in the event of:



 


		(i)	a Default;



 


		(ii)	the Security Agent being requested by a Transaction Obligor or the Majority Lenders to undertake
duties which the Security Agent and the Borrower agree to be of an exceptional nature or outside the scope of the normal duties
of the Security Agent under the Finance Documents; or



 


		(iii)	the Security Agent and the Borrower agreeing that it is otherwise appropriate in the circumstances,



 


the
Borrower shall pay to the Security Agent any additional remuneration (together with any applicable VAT) that may be agreed between
them or determined pursuant to paragraph (c) below.


 


		(c)	If the Security Agent and the Borrower fail to agree upon the nature of the duties, or upon the
additional remuneration referred to in paragraph (b) above or whether additional remuneration is appropriate in the circumstances,
any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Agent
and approved by the Borrower or, failing approval, nominated (on the application of the Security Agent) by the President for the
time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the
Borrower) and the determination of any investment bank shall be final and binding upon the Parties.



 


		31.17	Reliance and
                                         engagement letters



 


Each
Secured Party confirms that the Security Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf
of any letters or reports already accepted by the Security Agent) the terms of any reliance letter or engagement letters or any
reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents
or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such
letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.


 


		31.18	No responsibility
                                         to perfect Transaction Security



 


The
Security Agent shall not be liable for any failure to:


 


		(a)	require the deposit with it of any deed or document certifying, representing or constituting the
title of any Transaction Obligor to any of the Security Assets;



 


		(b)	obtain any licence, consent or other authority for the execution, delivery, legality, validity,
enforceability or admissibility in evidence of any Finance Document or the Transaction Security;



 


		(c)	register, file or record or otherwise protect any of the Transaction Security (or the priority
of any of the Transaction Security) under any law or regulation or to give notice to any person of the execution of any Finance
Document or of the Transaction Security;



 




    	 	113	 



     


    

 


		(d)	take, or to require any Transaction Obligor to take, any step to perfect its title to any of the
Security Assets or to render the Transaction Security effective or to secure the creation of any ancillary Security under any law
or regulation; or



 


		(e)	require any further assurance in relation to any Security Document.



 


		31.19	Insurance
                                         by Security Agent



 


		(a)	The Security Agent shall not be obliged:



 


		(i)	to insure any of the Security Assets;



 


		(ii)	to require any other person to maintain any insurance; or



 


		(iii)	to verify any obligation to arrange or maintain insurance contained in any Finance Document,






 


and
the Security Agent shall not be liable for any damages, costs or losses to any person as a result of the lack of, or inadequacy
of, any such insurance.


 


		(b)	Where the Security Agent is named on any insurance policy
as an insured party, it shall not be liable for any damages, costs or losses to any person as a result of its failure to notify
the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind, unless the
Majority Lenders request it to do so in writing and the Security Agent fails to do so within 14 days after receipt of that request.








 


		31.20	Custodians
                                         and nominees



 


The
Security Agent may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust
as the Security Agent may determine, including for the purpose of depositing with a custodian this Agreement or any document relating
to the trust created under this Agreement and the Security Agent shall not be responsible for any loss, liability, expense, demand,
cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it
under this Agreement or be bound to supervise the proceedings or acts of any person.


 


		31.21	Delegation
                                         by the Security Agent



 


		(a)	Each of the Security Agent, any Receiver and any Delegate may, at any time, delegate by power of
attorney or otherwise to any person for any period, all or any right, power, authority or discretion vested in it in its capacity
as such.



 


		(b)	That delegation may be made upon any terms and conditions (including the power to sub delegate)
and subject to any restrictions that the Security Agent, that Receiver or that Delegate (as the case may be) may, in its discretion,
think fit in the interests of the Secured Parties.



 


		(c)	No Security Agent, Receiver or Delegate shall be bound to supervise, or be in any way responsible
for any damages, costs or losses incurred by reason of any misconduct, omission or default on the part of any such delegate or
sub delegate.



 


		31.22	Additional
                                         Security Agents



 


		(a)	The Security Agent may at any time appoint (and subsequently remove) any person to act as a
separate trustee or as a co-trustee jointly with it:



 


		(i)	if it considers that appointment to be in the interests
of the Secured Parties; or



 




    	 	114	 



     


    

 


		(ii)	for the purposes of conforming to any legal requirement, restriction or condition which the Security
Agent deems to be relevant; or



 


		(iii)	for obtaining or enforcing any judgment in any jurisdiction,



 


and
the Security Agent shall give prior notice to the Borrower and the Finance Parties of that appointment.


 


		(b)	Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding
those given to the Security Agent under or in connection with the Finance Documents) and the duties, obligations and responsibilities
that are given or imposed by the instrument of appointment.



 


		(c)	The remuneration that the Security Agent may pay to that person, and any costs and expenses (together
with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes
of this Agreement, be treated as costs and expenses incurred by the Security Agent.



 


		31.23	Acceptance
                                         of title



 


The
Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any
Transaction Obligor may have to any of the Security Assets and shall not be liable for or bound to require any Transaction Obligor
to remedy any defect in its right or title.


 


		31.24	Releases



 


Upon
a disposal of any of the Security Assets pursuant to the enforcement of the Transaction Security by a Receiver, a Delegate or the
Security Agent, the Security Agent is irrevocably authorised (at the cost of the Obligors and without any consent, sanction, authority
or further confirmation from any other Secured Party) to release/without recourse or warranty, that property from the Transaction
Security and to execute any release of the Transaction Security or other claim over that asset and to issue any certificates of
non-crystallisation of floating charges that may be required or desirable.


 


		31.25	Winding up
                                         of trust



 


If
the Security Agent, with the approval of the Facility Agent determines that:


 


		(a)	all of the Secured Liabilities and all other obligations secured by the Security Documents have
been fully and finally discharged; and



 


		(b)	no Secured Party is under any commitment, obligation or liability (actual or contingent) to make
advances or provide other financial accommodation to any Transaction Obligor pursuant to the Finance Documents,



 


 then




 


		(i)	the trusts set out in this Agreement shall be wound up and the Security Agent shall release, without
recourse or warranty, all of the Transaction Security and the rights of the Security Agent under each of the Security Documents;
and



 


		(ii)	any
                                         Security Agent which has resigned pursuant to Clause 31.13 (Resignation
                                         of the Security Agent) shall release, without recourse or warranty, all of
                                         its rights under each Security Document.



 




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		31.26	Powers supplemental
                                         to Trustee Acts



 


The
rights, powers, authorities and discretions given to the Security Agent under or in connection with the Finance Documents shall
be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Agent
by law or regulation or otherwise.


 


		31.27	Disapplication
                                         of Trustee Acts



 


Section
1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the trusts constituted by this Agreement
and the other Finance Documents. Where there are any inconsistencies between (i) the Trustee Acts 1925 and 2000 and (ii) the provisions
of this Agreement and any other Finance Document, the provisions of this Agreement and any other Finance Document shall, to the
extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions
of this Agreement and any other Finance Document shall constitute a restriction or exclusion for the purposes of the Trustee Act
2000.


 


		31.28	Application
                                         of receipts



 


All
amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Finance Document, under Clause
31.2 (Parallel Debt (Covenant to pay the Security
Agent)) or in connection with the realisation or enforcement of all or any part of the Security Property (for the purposes
of this Clause 31 (The Security Agent),
the “Recoveries”) shall
be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent
permitted by applicable law (and subject to the remaining provisions of this Clause 31 (The
Security Agent), in the following order of priority:


 


		(a)	in
                                         discharging any sums owing to the Security Agent (in its capacity as such) (other than
                                         pursuant to Clause 31.2 (Parallel
                                         Debt (Covenant to pay the Security Agent)), any Receiver or any Delegate;



 


		(b)	in
                                         payment or distribution to the Facility Agent, on its behalf and on behalf of the other
                                         Secured Parties, for application towards the discharge of all sums due and payable by
                                         any Transaction Obligor under any of the Finance Documents in accordance with Clause
                                         35.5 (Application
                                         of receipts; partial payments);



 


		(c)	if none of the Transaction Obligors is under any further actual or contingent liability under any
Finance Document, in payment or distribution to any person to whom the Security Agent is obliged to pay or distribute in priority
to any Transaction Obligor; and



 


		(d)	the balance, if any, in payment or distribution to the relevant Transaction Obligor.



 


		31.29	Permitted
                                         Deductions



 


The
Security Agent may, in its discretion:


 


		(a)	set aside by way of reserve amounts required to meet, and to make and pay, any deductions and withholdings
(on account of Taxes or otherwise) which it is or may be required by any applicable law to make from any distribution or payment
made by it under this Agreement; and



 


		(b)	pay all Taxes which may be assessed against it in respect of any of the Security Property, or as
a consequence of performing its duties, or by virtue of its capacity as Security Agent under any of the Finance Documents or otherwise
(other than in connection with its remuneration for performing its duties under this Agreement).



 




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		31.30	Prospective
                                         liabilities



 


Following
acceleration, the Security Agent may, in its discretion, or at the request of the Facility Agent, hold any Recoveries in an interest
bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself)
and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) for later payment
to the Facility Agent for application in accordance with Clause 31.28 (Application
of receipts) in respect of:


 


		(a)	any sum to the Security Agent, any Receiver or any Delegate; and



 


		(b)	any part of the Secured Liabilities,



 


that
the Security Agent or, in the case of paragraph (b) only, the Facility Agent, reasonably considers, in each case, might become
due or owing at any time in the future.


 


		31.31	Investment
                                         of proceeds



 


Prior
to the payment of the proceeds of the Recoveries to the Facility Agent for application in accordance with Clause 31.28 (Application
of receipts) the Security Agent may, in its discretion, hold all or part of those proceeds in an interest bearing suspense
or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long
as the Security Agent shall think fit (the interest being credited to the relevant account) pending the payment from time to time
of those moneys in the Security Agent’s discretion in accordance with the provisions of Clause 31.28 (Application
of receipts).


 


		31.32	Currency conversion



 


		(a)	For the purpose of, or pending the discharge of, any of the Secured Liabilities the Security Agent
may convert any moneys received or recovered by the Security Agent from one currency to another, at a market rate of exchange.



 


		(b)	The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to
the extent of the amount of the due currency purchased after deducting the costs of conversion.



 


		31.33	Good discharge



 


		(a)	Any payment to be made in respect of the Secured Liabilities by the Security Agent may be made
to the Facility Agent on behalf of the Secured Parties and any payment made in that way shall be a good discharge, to the extent
of that payment, by the Security Agent.



 


		(b)	The Security Agent is under no obligation to make the payments to the Facility Agent under paragraph
(a) above in the same currency as that in which the obligations and liabilities owing to the relevant Finance Party are denominated.



 


		31.34	Amounts received
                                         by Obligors



 


If
any of the Obligors receives or recovers any amount which, under the terms of any of the Finance Documents, should have been paid
to the Security Agent, that Obligor will hold the amount received or recovered on trust for the Security Agent and promptly pay
that amount to the Security Agent for application in accordance with the terms of this Agreement.


 


		31.35	Application
                                         and consideration



 


In
consideration for the covenants given to the Security Agent by each Obligor in relation to Clause 31.2 (Parallel
Debt (Covenant to pay the Security Agent)), the Security Agent agrees with each Obligor to apply all moneys from time
to time paid by such Obligor to the Security Agent in accordance with the foregoing provisions of this Clause 31 (The
Security Agent).


 




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		31.36	Full freedom to enter into transactions



 


Without
prejudice to Clause 31.7 (Business with the Group) or any other provision of
a Finance Document and notwithstanding any rule of law or equity to the contrary, the Security Agent shall be absolutely entitled:


 


		(a)	to enter into and arrange banking, derivative, investment and/or other transactions of every kind
with or affecting any Transaction Obligor or any person who is party to, or referred to in, a Finance Document (including, but
not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate
agent and/or security agent for, and/or participating in, other facilities to such Transaction Obligor or any person who is party
to, or referred to in, a Finance Document);



 


		(b)	to deal in and enter into and arrange transactions relating to:



 


		(i)	any securities issued or to be issued by any Transaction Obligor or any other person; or



 


		(ii)	any options or other derivatives in connection with such
securities; and



 


		(c)	to provide advice or other services to the Borrower or any person who is a party to, or referred
to in, a Finance Document,



 


and,
in particular, the Security Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging
all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only
to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively,
to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and
to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.


 


		32	CONDUCT OF BUSINESS BY THE FINANCE PARTIES



 


No
provision of this Agreement will:


 


		(a)	interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever
manner it thinks fit;



 


		(b)	oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available
to it or the extent, order and manner of any claim; or



 


		(c)	oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise)
or any computations in respect of Tax.



 


		33	CONTRACTUAL RECOGNITION OF BAIL-IN



 


Notwithstanding
any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges
and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject
to Bail-ln Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:


 


		(a)	any Bail-ln Action in relation to any such liability, including (without limitation):



 




    	 	118	 



     


    

 


		(i)	a reduction, in full or in part, in the principal amount, or outstanding amount due (including any
accrued but unpaid interest) in respect of any such liability;



 


		(ii)	a conversion of all, or part of, any such liability into shares or other instruments of ownership
that may be issued to, or conferred on, it; and



 


		(iii)	a cancellation of any such liability; and



 


		(b)	a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-ln
Action in relation to any such liability.



 


		34	SHARING AMONG
                                         THE FINANCE PARTIES



 


		34.1	Payments to
                                         Finance Parties



 


If
a Finance Party (a “Recovering Finance Party”) receives or recovers
any amount from a Transaction Obligor other than in accordance with Clause 35 (Payment Mechanics)
(a “Recovered Amount”) and applies that amount to a payment
due to it under the Finance Documents then:


 


		(a)	the Recovering Finance Party shall, within three Business
Days, notify details of the receipt or recovery, to the Facility Agent;



 


		(b)	the
                                         Facility Agent shall determine whether the receipt or recovery is in excess of the amount
                                         the Recovering Finance Party would have been paid had the receipt or recovery been received
                                         or made by the Facility Agent and distributed in accordance with Clause 35 (Payment
                                         Mechanics), without taking account of any Tax which would be imposed on the
                                         Facility Agent in relation to the receipt, recovery or distribution; and



 


		(c)	the
                                         Recovering Finance Party shall, within three Business Days of demand by the Facility
                                         Agent, pay to the Facility Agent an amount (the “Sharing
                                         Payment”) equal
                                         to such receipt or recovery less any amount which the Facility Agent determines may be
                                         retained by the Recovering Finance Party as its share of any payment to be made, in accordance
                                         with Clause 35.5 (Application
                                         of receipts; partial payments).








 


		34.2	Redistribution
                                         of payments



 


The
Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Transaction Obligor and distribute it among
the Finance Parties (other than the Recovering Finance Party) (the “Sharing
Finance Parties”) in accordance with Clause 35.5 (Application
of receipts; partial payments) towards the obligations of that Transaction Obligor to the Sharing Finance Parties.


 


		34.3	Recovering
                                         Finance Party’s rights



 


On
a distribution by the Facility Agent under Clause 34.2 (Redistribution
of payments) of a payment received by a Recovering Finance Party from a Transaction
Obligor, as between the relevant Transaction Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal
to the Sharing Payment will be treated as not having been paid by that Transaction Obligor.


 


		34.4	Reversal of
                                         redistribution



 


If
any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering
Finance Party, then:


 


		(a)	each
                                         Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility
                                         Agentfor the account of that Recovering Finance Party an amount equal to the appropriate
                                         part of its share of the Sharing Payment (together with an amount as is necessary to
                                         reimburse that Recovering Finance Party for its proportion of any interest on the Sharing
                                         Payment which that Recovering Finance Party is required to pay) (the “Redistributed
                                         Amount”); and



 







    	 	119	 



     


    

 


		(b)	as between the relevant Transaction Obligor and each relevantSharingFinance Party, an amount
equal to the relevant Redistributed Amount will be treated as not having been paid by that Transaction Obligor.






 


		34.5	Exceptions



 


		(a)	This
                                         Clause 34 (Sharing
                                         among the Finance Parties) shall not apply to the extent that the Recovering
                                         Finance Party would not, after making any payment pursuant to this Clause, have a valid
                                         and enforceable claim against the relevant Transaction Obligor.



 


		(b)	A Recovering Finance Party is not obliged to share with
any otherFinanceParty any amount which the Recovering Finance Party has received or recovered as a result of taking legal
or arbitration proceedings, if:



 


		(i)	it notified that other Finance Party of the legal or
arbitration proceedings; and



 


		(ii)	that other Finance Party had an opportunity to participate in those legal or arbitration proceedings
but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.



 




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SECTION
11


 


ADMINISTRATION


 


		35	PAYMENT
                                         MECHANICS



 


		35.1	Payments
                                         to the Facility Agent



 


		(a)	On
                                         each date on which a Transaction Obligor or a Lender is required to make a payment
                                         under a
                                         Finance Document, that Transaction Obligor or Lender shall make an amount equal to
                                         such payment available to the Facility Agent (unless a contrary indication appears
                                         in a Finance Document) for value on the due date at the time and in such funds specified
                                         by the Facility Agent as being customary at the time for settlement of transactions in
                                         the relevant currency in the place of payment.








 


		(b)	Payment
                                         shall be made to such account in the principal financial centre of the country of that
                                         currency (or, in relation to euro, in a principal financial centre in such Participating
                                         Member State or London, as specified by the Facility Agent) and with such bank as the
                                         Facility Agent, in each case, specifies.



 


		35.2	Distributions
                                         by the Facility Agent



 


Each
payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 35.3 (Distributions
to a Transaction Obligor) and Clause 35.4 (Clawback
and pre-funding) be made available by the Facility
Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the
case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Facility Agent by not
less than five Business Days’ notice with a bank specified by that Party in the principal financial centre of the country of that
currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London), as specified
by that Party or, in the case of an Advance, to such account of such person as may be specified by the Borrower in a Utilisation
Request.


 


		35.3	Distributions
                                         to a Transaction Obligor



 


The
Facility Agent may (with the consent of the Transaction Obligor or in accordance with Clause 36 (Set-Off))
apply any amount received by it for that Transaction Obligor in or towards payment
(on the date and in the currency and funds of receipt) of any amount due from that Transaction Obligor under the Finance Documents
or in or towards purchase of any amount of any currency to be so applied.


 


		35.4	Clawback
                                         and pre-funding



 


		(a)	Where a sum is to be paid
to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged to pay that sum to that
other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction
that it has actually received that sum. 



 


		(b)	Unless paragraph (c) below
applies, if the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not actually
received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility
Agent shall on demand refund the same to the Facility Agent together with interest on that amount from the date of payment to
the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.



 


		(c)	If the Facility Agent is
willing to make available amounts for the account of the Borrower before receiving funds from the Lenders then if and to the extent
that the Facility Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a
sum which it paid to the Borrower:



 




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		(i)	the
                                         Borrower shall on demand refund it to the Facility Agent; and



 


		(ii)	the
                                         Lender by whom those funds should have been made available or, if the Lender fails to
                                         do so, the Borrower to whom that sum was made available, shall on demand pay to the Facility
                                         Agent the amount (as certified by the Facility Agent) which will indemnify the Facility
                                         Agent against any funding cost incurred by it as a result of paying out that sum before
                                         receiving those funds from that Lender.



 


		35.5	Application
                                         of receipts; partial payments



 


		(a)	If
                                         the Facility Agent receives a payment that is insufficient to discharge all the amounts
                                         then due and payable by a Transaction Obligor under the Finance Documents, the Facility
                                         Agent shall apply that payment towards the obligations of that Transaction Obligor under
                                         the Finance Documents in the following order:



 


		(i)	first,
                                         in or towards payment pro
                                         rata of any unpaid fees, costs and expenses of, and any other amounts owing
                                         to, the Facility Agent, the Security Agent, any Receiver and any Delegate under the Finance
                                         Documents;



 


		(ii)	secondly,
                                         in or towards payment pro
                                         rata of:



 


		(A)	any
                                         accrued interest and fees due but unpaid to the Lenders under this Agreement; and



 


		(B)	any
                                         periodical payments (not being payments as a result of termination or closing out) due
                                         but unpaid to the Hedge Counterparties under the Hedging Agreements;



 


		(iii)	thirdly,
                                         in or towards payment pro
                                         rata of:



 


		(A)	any
                                         principal due but unpaid to the Lenders under this Agreement; and



 


		(B)	any
                                         payments as a result of termination or closing out due but unpaid to the Hedge Counterparties
                                         under the Hedging Agreements; and



 


		(iv)	fourthly,
                                         in or towards payment pro
                                         rata of any other sum due to any Finance Party but unpaid under the Finance
                                         Documents.



 


		(b)	The
                                         Facility Agent shall, if so directed by the Majority Lenders and the Hedge Counterparties,
                                         vary the order set out in sub-paragraphs (ii) to (iv) of paragraph (a) above.



 


		(c)	Paragraphs
                                         (a) and (b) above will override any appropriation made by a Transaction Obligor.



 


		35.6	No
                                         set-off by Transaction Obligors



 


		(a)	All
                                         payments to be made by a Transaction Obligor under the Finance Documents shall be calculated
                                         and be made without (and free and clear of any deduction for) set-off or counterclaim.



 


		(b)	Paragraph
                                         (a) above shall not affect the operation of any payment or close-out netting in respect
                                         of any amounts owing under any Hedging Agreement.






 




    	 	122	 



     


    

  


		35.7	Business
                                         Days



 


		(a)	Any
                                         payment under the Finance Documents which is due to be made on a day that is not a Business
                                         Day shall be made on the next Business Day in the same calendar month (if there is one)
                                         or the preceding Business Day (if there is not).



 


		(b)	During
                                         any extension of the due date for payment of any principal or an Unpaid Sum under this
                                         Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the
                                         original due date.



 


		35.8	Currency
                                         of account



 


		(a)	Subject
                                         to paragraphs (b) and (c) below, dollars is the currency of account and payment for any
                                         sum due from a Transaction Obligor under any Finance Document.



 


		(b)	Each
                                         payment in respect of costs, expenses or Taxes shall be made in the currency in which
                                         the costs, expenses or Taxes are incurred.



 


		(c)	Any
                                         amount expressed to be payable in a currency other than dollars shall be paid in that
                                         other currency.



 


		35.9	Change
                                         of currency



 


		(a)	Unless
                                         otherwise prohibited by law, if more than one currency or currency unit are at the same
                                         time recognised by the central bank of any country as the lawful currency of that country,
                                         then:



 


		(i)	any
                                         reference in the Finance Documents to, and any obligations arising under the Finance
                                         Documents in, the currency of that country shall be translated into, or paid in, the
                                         currency or currency unit of that country designated by the Facility Agent (after consultation
                                         with the Borrower); and



 


		(ii)	any
                                         translation from one currency or currency unit to another shall be at the official rate
                                         of exchange recognised by the central bank for the conversion of that currency or currency
                                         unit into the other, rounded up or down by the Facility Agent (acting reasonably).



 


		(b)	If
                                         a change in any currency of a country occurs, this Agreement will, to the extent the
                                         Facility Agent (acting reasonably and after consultation with the Borrower) specifies
                                         to be necessary, be amended to comply with any generally accepted conventions and market
                                         practice in the Relevant Interbank Market and otherwise to reflect the change in currency.



 


		35.10	Currency
                                         Conversion



 


		(a)	For
                                         the purpose of, or pending any payment to be made by any Servicing Party under any Finance
                                         Document, such Servicing Party may convert any moneys received or recovered by it from
                                         one currency to another, at a market rate of exchange.



 


		(b)	The
                                         obligations of any Transaction Obligor to pay in the due currency shall only be satisfied
                                         to the extent of the amount of the due currency purchased after deducting the costs of
                                         conversion.



 




    	 	123	 



     


    

  


		35.11	Disruption
                                         to Payment Systems etc.



 


If
either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified
by a Borrower that a Disruption Event has occurred:


 


		(a)	the
                                         Facility Agent may, and shall if requested to do so by a Borrower, consult with the Borrower
                                         with a view to agreeing with the Borrower such changes to the operation or administration
                                         of the Facility as the Facility Agent may deem necessary in the circumstances;



 


		(b)	the
                                         Facility Agent shall not be obliged to consult with the Borrower in relation to any changes
                                         mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in
                                         the circumstances and, in any event, shall have no obligation to agree to such changes;



 


		(c)	the
                                         Facility Agent may consult with the Finance Parties in relation to any changes mentioned
                                         in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not
                                         practicable to do so in the circumstances;



 


		(d)	any
                                         such changes agreed upon by the Facility Agent and the Borrower shall (whether or not
                                         it is finally determined that a Disruption Event has occurred) be binding upon the Parties
                                         and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the
                                         terms of the Finance Documents notwithstanding the provisions of Clause 43 (Amendments
                                         and Waivers);



 


		(e)	the
Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever
(including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including
any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant
to or in connection with this Clause 35.11 (Disruption
to Payment Systems etc.); and



 


		(f)	the Facility Agent shall
notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.



 


		36	SET-OFF



 


A
Finance Party may set off any matured obligation due from a Transaction Obligor under the Finance Documents (to the extent beneficially
owned by that Finance Party) against any matured obligation owed by that Finance Party to that Transaction Obligor, regardless
of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the
Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose
of the set-off.


 


		37	NOTICES



 


		37.1	Communications
                                         in writing



 


Any
communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated,
may be made by fax or letter.


 


		37.2	Addresses



 


The
address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party
for any communication or document to be made or delivered under or in connection with the Finance Documents are:


 


		(a)	in
                                         the case of the Borrower, that specified in Schedule 1 (The
                                         Parties);



 




    	 	124	 



     


    




 


		(b)	in
                                         the case of each Lender, each Hedge Counterparty or any other Obligor, that specified
                                         in Schedule 1 (The
                                         Parties) or,
                                         if it becomes a Party after the date of this Agreement, that notified in writing to the
                                         Facility Agent on or before the date on which it becomes a Party;



 


		(c)	in
                                         the case of the Facility Agent, that specified in Schedule 1 (The
                                         Parties); and



 


		(d)	in
                                         the case of the Security Agent, that specified in Schedule 1 (The
                                         Parties),



 


or
any substitute address, fax number or department or officer as the Party may notify to the Facility Agent (or the Facility Agent
may notify to the other Parties, if a change is made by the Facility Agent) by not less than five Business Days’ notice.


 


		37.3	Delivery



 


		(a)	Any communication or document
made or delivered by one person to another under or in connection with the Finance Documents will only be effective:



 


		(i)	if by way of fax, when received
in legible form; or



 


		(ii)	if
                                         by way of letter, when it has been left at the relevant address or five Business Days
                                         after being deposited in the post postage prepaid in an envelope addressed to it at that
                                         address,



 


and,
if a particular department or officer is specified as part of its address details provided under Clause 37.2 (Addresses),
if addressed to that department or officer.


 


		(b)	Any
                                         communication or document to be made or delivered to a Servicing Party will be effective
                                         only when actually received by that Servicing Party and then only if it is expressly
                                         marked for the attention of the department or officer of that Servicing Party specified
                                         in Schedule 1 (The
                                         Parties) (or any substitute department or officer
                                         as that Servicing Party shall specify for this purpose).



 


		(c)	All
                                         notices from or to a Transaction Obligor shall be sent through the Facility Agent unless
                                         otherwise specified in any Finance Document.



 


		(d)	Any
                                         communication or document made or delivered to the Borrower in accordance with this Clause
                                         will be deemed to have been made or delivered to each of the Transaction Obligors.



 


		(e)	Any
                                         communication or document which becomes effective, in accordance with paragraphs (a)
                                         to (d) above, after 5.00 p.m. in the place of receipt shall be deemed only to become
                                         effective on the following day.



 


		37.4	Notification
                                         of address and fax number



 


Promptly
upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause 37.2 (Addresses)
or changing its own address or fax number, the Facility Agent shall notify the other
Parties.


 


		37.5	Electronic
                                         communication between the Facility Agent and the Lenders



 


Any
communication to be made between the Facility Agent and a Lender under or in connection with the Finance Documents may be made
by electronic mail or other electronic means, if the Facility Agent and the relevant Lender:


 


		(a)	agree
                                         that, unless and until notified to the contrary, this is to be an accepted form of communication;






 




    	 	125	 



     


    

  


		(b)	notify each other in writing
of their electronic mail address and/or any other information required to enable the sending and receipt of information by that
means; and



 


		(c)	notify each other of any
change to their respective addresses or any other such information supplied to them.



 


Any
electronic communication made between the Facility Agent and a Lender will be effective only when actually received in readable
form and, in the case of any electronic communication made by a Lender to the Facility Agent, only if it is addressed in such
a manner as the Facility Agent shall specify for this purpose.


 


		37.6	Electronic
                                         communication between the Finance Parties and the Obligors



 


The
Finance Parties and the Obligors agree that information may be sent via e-mail to each other, and to (or from) third parties involved
in the provision of services. In particular, the Obligors are aware that:


 


		(a)	the unencrypted information
is transported over an open, publicly accessible network and can, in principle, be viewed by others, thereby allowing conclusions
to be drawn about a banking relationship;



 


		(b)	the
                                         information can be changed and manipulated by a third party;



 


		(c)	the
                                         sender’s identity (sender of the e-mail) can be assumed or otherwise manipulated;



 


		(d)	the
                                         exchange of information can be delayed or disrupted due to transmission errors, technical
                                         faults, disruptions, malfunctions, illegal interventions, network overload, the malicious
                                         blocking of electronic access by third parties, or other shortcomings on the part of
                                         the network provider. In certain situations, time-critical orders and instructions might
                                         not be processed on time; and



 


		(e)	the Finance Parties assume
no liability for any loss incurred as a result of manipulation of the e-mail address or content nor is it liable for any loss
incurred by an Obligor and any other relevant persons due to interruptions and delays in transmission caused by technical problems.



 


The
Finance Parties are entitled to assume that all the orders and instructions, and communications in general, received from an Obligor
or a third party are from an authorised individual, irrespective of the existing signatory rights in accordance with the commercial
register (or any other applicable equivalent document) or the specimen signature provided to the Facility Agent. The Obligors
shall further procure that all third parties referred to herein agree with the use of e-mails and are aware of the above terms
and conditions related to the use of e-mail.


 


		37.7	English
                                         language



 





		(a)	Any
                                         notice given under or in connection with any Finance Document must be in English.



 


		(b)	All
                                         other documents provided under or in connection with any Finance Document must be:



 


		(i)	in
                                         English; or



 


		(ii)	if
                                         not in English, and if so required by the Facility Agent, accompanied by a certified
                                         English translation prepared by a translator approved by the Facility Agent and, in this
                                         case, the English translation will prevail unless the document is a constitutional, statutory
                                         or other official document.



 




    	 	126	 



     


    




 


		37.8	Hedging
                                         Agreement 



 


Notwithstanding
anything in Clause 1.1 (Definitions),
references to the Finance Documents or a Finance Document in this Clause do not include
any Hedging Agreement entered into by a Borrower with the Hedge Counterparty in connection with the Facility.


 


		38	CALCULATIONS
                                         AND CERTIFICATES



 


		38.1	Accounts



 


In
any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts
maintained by a Finance Party are prima facie
evidence of the matters to which they relate.


 


		38.2	Certificates
                                         and determinations



 


Any
certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest
error, conclusive evidence of the matters to which it relates.


 


		38.3	Day
                                         count convention



 


Any
interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the
actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Interbank Market differs,
in accordance with that market practice.


 


		39	PARTIAL
                                         INVALIDITY



 


If,
at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law
of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions under the law of that jurisdiction
nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected
or impaired.


 


		40	REMEDIES
                                         AND WAIVERS



 


No
failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right or remedy under a Finance Document
shall operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Document. No election to
affirm any Finance Document on the part of a Secured Party shall be effective unless it is in writing. No single or partial exercise
of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and
remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.


 


		41	SETTLEMENT
                                         OR DISCHARGE CONDITIONAL



 


Any
settlement or discharge under any Finance Document between any Finance Party and any Transaction Obligor shall be conditional
upon no security or payment to any Finance Party by any Transaction Obligor or any other person being set aside, adjusted or ordered
to be repaid, whether under any insolvency law or otherwise.


 


		42	IRREVOCABLE
                                         PAYMENT



 


If
the Facility Agent considers that an amount paid or discharged by, or on behalf of, a Transaction Obligor or by any other
person in purported payment or discharge of an obligation of that Transaction Obligor to a Finance Party under the Finance
Documents is capable of being avoided or otherwise set aside on the liquidation or administration of that Transaction Obligor
or otherwise, then that amount shall not be considered to have been unconditionally and irrevocably paid or discharged for
the purposes of the Finance Documents.


 




    	 	127	 



     


    

  


		43	AMENDMENTS
                                         AND WAIVERS



 


		43.1	Required
                                         consents



 


		(a)	Subject
                                         to Clause 43.2 (All
                                         Lender matters) and
                                         Clause 43.3 (Other
                                         exceptions) any
                                         term of the Finance Documents may be amended or waived only with the consent of the Majority
                                         Lenders and, in the case of an amendment, the Transaction Obligors and any such amendment
                                         or waiver will be binding on all Parties.






 


		(b)	The
                                         Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted
                                         by this Clause 43 (Amendments
                                         and Waivers).






 


		(c)	Without
                                         prejudice to the generality of Clause 30.8 (Rights
                                         and discretions), the
                                         Facility Agent may engage, pay for and rely on the services of lawyers in determining
                                         the consent level required for and effecting any amendment, waiver or consent under this
                                         Agreement.






 


		43.2	All
                                         Lender matters



 


Subject
to Clause 43.4 (Replacement
of Screen Rate), an amendment of or waiver or
consent in relation to any term of any Finance Document that has the effect of changing or which relates to:


 


		(a)	the
                                         definitions of “Majority Lenders”, “Restricted Person”, “Sanctions”
                                         or “Sanctions List” in Clause 1.1 (Definitions);



 


		(b)	a
                                         postponement to or extension of the date of payment of any amount under the Finance Documents;



 


		(c)	a
                                         reduction in the Margin or the amount of any payment of principal, interest, fees or
                                         commission payable;



 


		(d)	a
                                         change in currency of payment of any amount under the Finance Documents;



 


		(e)	an
                                         increase in any Commitment or the Total Commitments, an extension of any Availability
                                         Period or any requirement that a cancellation of Commitments reduces the Commitments
                                         rateably under the Facility;



 


		(f)	a
                                         change to any Transaction Obligor; 



 


		(g)	any
                                         provision which expressly requires the consent of all the Lenders;



 


		(h)	this
                                         Clause 43 (Amendments
                                         and Waivers);



 


		(i)	any
                                         change to the preamble (Background), Clause 2 (The
                                         Facility), Clause
                                         3 (Purpose),
                                         Clause
                                         5 (Utilisation),
                                         Clause 8 (Interest),
                                         Clause 22.24 (Anti-corruption law),
                                         Clause 22.26 (Sanctions),
                                         Clause 26 (Application of
                                         Earnings), Clause 28 (Changes
                                         to the Lenders), Clause 47 (Governing
                                         Law) or Clause 48 (Enforcement);






 


		(j)	any
                                         release of, or material variation to, any Transaction Security, guarantee, indemnity
                                         or subordination
arrangement set out in a Finance Document (except in the case of a release of Transaction Security as it relates to the disposal
of an asset which is the subject of the Transaction Security and where such disposal is expressly permitted by the Majority Lenders
or otherwise under a Finance Document);






 




    	 	128	 



     


    

  


		(k)	(other than as expressly
permitted by the provisions of any Finance Document), the nature or scope of:



 


		(i)	the
                                         guarantees and indemnities granted under Clause 17 (Guarantee and Indemnity – Guarantors)
                                         or the joint and several liability of the Guarantors under Clause 18 (Joint
                                         and Several Liability of the Guarantors);



 


		(ii)	the Security
                                         Assets; or



 


		(iii)	the manner
                                         in which the proceeds of enforcement of the Transaction Security are distributed,






 


(except
in the case of sub-paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject
of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document);


 


		(iv)	the release of the guarantees
and indemnities granted under Clause 17 (Guarantee and Indemnity - Guarantors) or of any Transaction Security unless permitted
under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction
Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document,



 


shall
not be made, or given, without the prior consent of all the Lenders.


 


		43.3	Other
                                         exceptions



 


		(a)	An amendment or waiver which
relates to the rights or obligations of a Servicing Party, the Arranger or a Reference Bank (each in their capacity as such) may
not be effected without the consent of that Servicing Party, the Arranger or that Reference Bank, as the case may be, the Arranger.



 


		(b)	An amendment or waiver which
relates to the rights or obligations of a Hedge Counterparty (in its capacity as such) may not be effected without the consent
of that Hedge Counterparty.



 


		(c)	The
                                         Borrower and the Facility Agent, the Arranger or the Security Agent, as applicable, may
                                         amend or waive a term of a Fee Letter to which they are party.



 


		43.4	Replacement
                                         of Screen Rate



 


		(a)	Subject
                                         to Clause 43.3 (Other
                                         exceptions), if
                                         the Screen Rate is not available for dollars, any amendment or waiver which relates to
                                         providing for another benchmark rate to apply in relation to dollars, in place of that
                                         Screen Rate (or which relates to aligning any provision of a Finance Document to the
                                         use of that benchmark rate) may be made with the consent of the Majority Lenders and
                                         the Transaction Obligors.



 


		(b)	If any Lender fails to respond
to a request for an amendment or waiver described in paragraph (a) above within 5 Business Days (unless the Borrower and the Facility
Agent agree to a longer time period in relation to any request) of that request being made:



 


		(i)	its
                                         Commitment shall not be included for the purpose of calculating the Total Commitments
                                         when ascertaining whether any relevant percentage of Total Commitments has been obtained
                                         to approve that request; and



 


		(ii)	its
status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders
has been obtained to approve that request.



 




    	 	129	 



     


    

 


		44	CONFIDENTIAL
                                         INFORMATION



 


		44.1	Confidentiality



 


		(a)	Each
                                         Finance Party agrees to keep all Confidential Information confidential and not to disclose
                                         it to anyone, save to the extent permitted by Clause 44.2 (Disclosure
                                         of Confidential Information) and Clause 44.3 (Disclosure
                                         to numbering service providers) and to ensure that all Confidential Information
                                         is protected with security measures and a degree of care that would apply to its own
                                         confidential information.



 


		(b)	Each
                                         Obligor hereby releases each Finance Party and each of its Affiliates and each of its
                                         or their officers, directors, employees, head office, professional advisers, auditors
                                         and representatives (together, the “Disclosing
                                         Party”) from any confidentiality
                                         obligations or confidentiality restrictions arising from Swiss law or other applicable
                                         banking secrecy and data protection legislation which would prevent a Disclosing Party
                                         from disclosing any Confidential Information in accordance with this Clause 44
                                         (Confidential
                                         Information).



 


		44.2	Disclosure
                                         of Confidential Information



 


Any
Finance Party may disclose:


 


		(a)	to
                                         any of its Affiliates and Related Funds and any of its or their officers, directors,
                                         employees, professional advisers, auditors, partners and Representatives irrespective
                                         of whether such parties are located in Switzerland or outside of Switzerland such Confidential
                                         Information as that Finance Party shall consider appropriate. If any person to whom the
                                         Confidential Information is to be given pursuant to this paragraph (a) is informed in
                                         writing of its confidential nature and that some or all of such Confidential Information
                                         may be price- sensitive information except that there shall be no such requirement to
                                         so inform if the recipient is subject to professional obligations to maintain the confidentiality
                                         of the information or is otherwise bound by requirements of confidentiality in relation
                                         to the Confidential Information;



 


		(b)	to
                                         any person:



 


		(i)	to
                                         (or through) whom it assigns or transfers (or may potentially assign or transfer) all
                                         or any of its rights and/or obligations under one or more Finance Documents or which
                                         succeeds (or which may potentially succeed) it as Facility Agent or Security Agent and,
                                         in each case, to any of that person’s Affiliates, Related Funds, Representatives and
                                         professional advisers;



 


		(ii)	with
                                         (or through) whom it enters into (or may potentially enter into), whether directly or
                                         indirectly, any sub-participation in relation to, or any other transaction under which
                                         payments are to be made or may be made by reference to, one or more Finance Documents
                                         and/or one or more Transaction Obligors and to any of that person’s Affiliates, Related
                                         Funds, Representatives and professional advisers;



 





		(iii)	appointed
by any Finance Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to receive communications,
notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any
person appointed under paragraph (c) of Clause 30.16 (Relationship
with the other Finance Parties));



 


		(iv)	who
                                         invests in or otherwise finances (or may potentially invest in or otherwise finance),
                                         directly or indirectly, any transaction referred to in sub-paragraph (i) or (ii) of paragraph
                                         (b) above;



 


		(v)	to
                                         whom information is required or requested to be disclosed by any court of competent jurisdiction
                                         or any governmental, banking, taxation or other regulatory authority
or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;



  




    	 	130	 



     


    

  


		(vi)	to
                                         whom information is required to be disclosed in connection with, and for the purposes
                                         of, any litigation, arbitrations, administrative or other investigations, proceedings
                                         or disputes;



 


		(vii)	to
                                         whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security
                                         (or may do so) pursuant to Clause 28.8 (Security
                                         over Lenders’ rights);



 


		(viii)	who is a Party, a member
of the Group or any related entity of a Transaction Obligor;



 


		(ix)	as
                                         a result of the registration of any Finance Document as contemplated by any Finance Document
                                         or any legal opinion obtained in connection with any Finance Document; or



 


		(x)	with the consent of the Parent
Guarantor;



 


in
each case, such Confidential Information as that Finance Party shall consider appropriate if:


 


		(A)	in
                                         relation to sub-paragraphs (i), (ii) and (iii) of paragraph (b) above, the person to
                                         whom the Confidential Information is to be given has entered into a Confidentiality Undertaking
                                         except that there shall be no requirement for a Confidentiality Undertaking if the recipient
                                         is a professional adviser and is subject to professional obligations to maintain the
                                         confidentiality of the Confidential Information;



 


		(B)	in
                                         relation to sub-paragraph (iv) of paragraph (b) above, the person to whom the Confidential
                                         Information is to be given has entered into a Confidentiality Undertaking or is otherwise
                                         bound by requirements of confidentiality in relation to the Confidential Information
                                         they receive and is informed that some or all of such Confidential Information may be
                                         price-sensitive information;



 


		(C)	in
relation to sub-paragraphs (v), (vi) and (vii) of paragraph (b) above, the person to whom the Confidential Information is to be
given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information
except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do
in the circumstances;



 


		(c)	to any person appointed by
that Finance Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to provide administration or
settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading
of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable
such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential
Information is to be given has entered in to a confidentiality agreement substantially in the form of the LMA Master Confidentiality
Undertaking for Use With Administration/ Settlement Service Providers or such other form of confidentiality undertaking agreed
between the Borrower and the relevant Finance Party;



 


		(d)	to
                                         any rating agency (including its professional advisers) such Confidential Information
                                         as may be required to be disclosed to enable such rating agency to carry out its normal
                                         rating activities in relation to the Finance Documents and/or the Transaction Obligors
                                         if the rating agency to whom the Confidential Information is to be given is informed
                                         of its confidential nature and that some or all of such Confidential Information may
                                         be price-sensitive information.



 




    	 	131	 



     


    

  


		44.3	Disclosure
                                         to numbering service providers



 


		(a)	Any
                                         Finance Party may disclose to any national or international numbering service provider
                                         appointed by that Finance Party to provide identification numbering services in respect
                                         of this Agreement, the Facility and/or one or more Transaction Obligors the following
                                         information:



 


		(i)	names of Transaction Obligors;



 


		(ii)	country of domicile of Transaction
Obligors;



 


		(iii)	place of incorporation of
Transaction Obligors;



 


		(iv)	date of this Agreement;



 


		(v)	Clause
                                         47 (Governing
                                         Law);



 


		(vi)	the names of the Facility
Agent and the Arranger;



 


		(vii)	date of each amendment and
restatement of this Agreement;



 


		(viii)	amount of Total Commitments;



 


		(ix)	currency of the Facility;



 


		(x)	type of Facility;



 


		(xi)	ranking of Facility;



 


		(xii)	Termination Date for Facility;



 


		(xiii)	changes to any of the information
previously supplied pursuant to sub-paragraphs (i) to (xii) above; and



 


		(xiv)	such other information agreed
between such Finance Party and the Borrower,



 


to
enable such numbering service provider to provide its usual syndicated loan numbering identification services.


 


		(b)	The
                                         Parties acknowledge and agree that each identification number assigned to this Agreement,
                                         the Facility and/or one or more Transaction Obligors by a numbering service provider
                                         and the information associated with each such number may be disclosed to users of its
                                         services in accordance with the standard terms and conditions of that numbering service
                                         provider.



 


		(c)	Each
                                         Obligor represents, on behalf of itself and the other Transaction Obligors, that none
                                         of the information set out in sub-paragraphs (i) to (xiv) of paragraph (a) above is,
                                         nor will at any time be, unpublished price-sensitive information.



 


		(d)	The
                                         Facility Agent shall notify the Parent Guarantor and the other Finance Parties of:



 


		(i)	the
                                         name of any numbering service provider appointed by the Facility Agent in respect of
                                         this Agreement, the Facility and/or one or more Transaction Obligors; and



 


		(ii)	the
                                         number or, as the case may be, numbers assigned to this Agreement, the Facility and/or
                                         one or more Transaction Obligors by such numbering service provider.



 




    	 	132	 



     


    




 


		44.4	Entire agreement



 


This
Clause 44 (Confidential Information)
constitutes the entire agreement between the Parties in relation to the obligations
of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether
express or implied, regarding Confidential Information.


 


		44.5	Inside
                                         information



 


Each
of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information
and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating
to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any
unlawful purpose.


 


		44.6	Notification
                                         of disclosure



 


Each
of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:


 


		(a)	of
                                         the circumstances of any disclosure of Confidential Information made pursuant to sub-paragraph
                                         (v) of paragraph (b) of Clause 44.2 (Disclosure
                                         of Confidential Information) except where such disclosure is made to any of
                                         the persons referred to in that paragraph during the ordinary course of its supervisory
                                         or regulatory function; and



 


		(b)	upon becoming aware that
Confidential Information has been disclosed in breach of this Clause 44 (Confidential
Information).



 


		44.7	Continuing
                                         obligations



 


The
obligations in this Clause 44 (Confidential
Information) are continuing and, in particular, shall survive and remain binding on each
Finance Party for a period of 12 months from the earlier of: 


 


		(a)	the date on which all amounts
payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled
or otherwise cease to be available; and



 


		(b)	the date on which such Finance
Party otherwise ceases to be a Finance Party.



 


		45	CONFIDENTIALITY OF FUNDING
RATES AND REFERENCE BANK QUOTATIONS



 


		45.1	Confidentiality and disclosure



 


		(a)	The Facility Agent and each
Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and
not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.



 


		(b)	The Facility Agent may disclose:



 


		(i)	any
                                         Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the
                                         Borrower pursuant to Clause 8.4 (Notification
                                         of rates of interest); and



 


		(ii)	any
                                         Funding Rate or any Reference Bank Quotation to any person appointed by it to provide
                                         administration services in respect of one or more of the Finance Documents to the extent
                                         necessary to enable such service provider to provide those services if the service provider
                                         to whom that information is to be given has entered into a confidentiality agreement
                                         substantially in the form of the LMA Master Confidentiality Undertaking
for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the
Facility Agent and the relevant Lender or Reference Bank, as the case may be.






 




    	 	133	 



     


    


 


 


		(c)	The Facility Agent may disclose
any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to:



 


		(i)	any of its Affiliates and
any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives, if any person
to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this sub-paragraph (i) is informed in writing
of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so
inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference
Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;



 


		(ii)	any
                                         person to whom information is required or requested to be disclosed by any court of competent
                                         jurisdiction or any governmental, banking, taxation or other regulatory authority or
                                         similar body, the rules of any relevant stock exchange or pursuant to any applicable
                                         law or regulation if the person to whom that Funding Rate or Reference Bank Quotation
                                         is to be given is informed in writing of its confidential nature and that it may be price
                                         sensitive information except that there shall be no requirement to so inform if, in the
                                         opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not
                                         practicable to do so in the circumstances;



 


		(iii)	any
                                         person to whom information is required to be disclosed in connection with, and for the
                                         purposes of, any litigation, arbitration, administrative or other investigations, proceedings
                                         or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to
                                         be given is informed in writing of its confidential nature and that it may be price sensitive
                                         information except that there shall be no requirement to so inform if, in the opinion
                                         of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable
                                         to do so in the circumstances; and



 


		(iv)	any
                                         person with the consent of the relevant Lender or Reference Bank, as the case may be.



 


		(d)	The Facility Agent’s obligations
in this Clause 45 (Confidentiality
of Funding Rates and Reference Bank Quotations) relating
to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 8.4 (Notification
of rates of interest) provided that
(other than pursuant to sub-paragraph (i) of paragraph (b) above) the Facility Agent shall not include the details of any individual
Reference Bank Quotation as part of any such notification.



 


		45.2	Related obligations



 


		(a)	The Facility Agent and each
Obligor acknowledge that each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) is or may be
price sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law
relating to insider dealing and market abuse and the Facility Agent and each Obligor undertake not to use any Funding Rate or,
in the case of the Facility Agent, any Reference Bank Quotation for any unlawful purpose.



 


		(b)	The Facility Agent and each
Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender or Reference Bank, as the case may
be:



 


		(i)	of the circumstances of any
disclosure made pursuant to sub-paragraph (ii) of paragraph (c) of Clause 45.1 (Confidentiality
and disclosure) except where such disclosure is
made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function;
and



 




    	 	134	 



     


    

  


		(ii)	upon
                                         becoming aware that any information has been disclosed in breach of this Clause 45 (Confidentiality
                                         of Funding Rates and Reference Bank Quotations).



 


		45.3	No Event of Default



 


No
Event of Default will occur under Clause 27.4 (Other
obligations) by reason only of an Obligor’s failure
to comply with this Clause 45 (Confidentiality
of Funding Rates and Reference Bank Quotations).


 


		46	COUNTERPARTS



 


Each
Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts
were on a single copy of the Finance Document.


 




    	 	135	 



     


    




 


SECTION
12


 


GOVERNING
LAW AND ENFORCEMENT


 


		47	GOVERNING
                                         LAW



 


This
Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.


 


		48	ENFORCEMENT



 


		48.1	Jurisdiction



 


		(a)	The
                                         courts of England have exclusive jurisdiction to settle any dispute arising out of or
                                         in connection with this Agreement (including a dispute regarding the existence, validity
                                         or termination of this Agreement or any non-contractual obligation arising out of or
                                         in connection with this Agreement) (a “Dispute”).



 


		(b)	 The Obligors accept that
the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor will argue
to the contrary.



 


		(c)	This
                                         Clause 48.1 (Jurisdiction)
                                         is for the benefit of the Secured Parties
                                         only. As a result, no Secured Party shall be prevented from taking proceedings relating
                                         to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the
                                         Secured Parties may take concurrent proceedings in any number of jurisdictions.



 


		48.2	Service
                                         of process



 


		(a)	Without
                                         prejudice to any other mode of service allowed under any relevant law, each Obligor (other
                                         than an Obligor incorporated in England and Wales):



 


		(i)	irrevocably appoints Cheeswrights
Notaries Public as its agent for service of process in relation to any proceedings before the English courts in connection with
any Finance Document; and



 


		(ii)	agrees
                                         that failure by a process agent to notify the relevant Obligor of the process will not
                                         invalidate the proceedings concerned.



 


		(b)	If any person appointed as
an agent for service of process is unable for any reason to act as agent for service of process, the Borrower (on behalf of all
the Obligors) must immediately (and in any event within 15 days of such event taking place) appoint another agent on terms acceptable
to the Facility Agent. Failing this, the Facility Agent may appoint another agent for this purpose.



 


This
Agreement has been entered into on the date stated at the beginning of this Agreement.


 




    	 	136	 



     


    

  


SCHEDULE
1


 


THE
PARTIES


 


PART
A


 


THE
OBLIGORS


 





	Name of Borrower	 	Place of Incorporation	 	Registration number

 (or equivalent, if any)	 	Address for

 Communication
	 	 	 	 	 	 	 
	Aquaknight Shipping Co. Ltd.	 	Republic of Liberia	 	C-119320	 	
        c/o C Transport 

Maritime
        S.A.M. 

Gildo Pastor Center 7 

rue du Gabian 

MC 98000 

Monte Carlo 

Monaco

          

        Attn: Mr. Luigi Pulcini

          

        Fax No: +377 9797 2301








 


	


	




    	 	137	 



     


    

 





	Name of Parent	 		 	Registration number	 	Address for
	Guarantor	 	Place of Incorporation	 	(or equivalent, if any)	 	Communication
	 	 	 	 	 	 	 
	Goodbulk Ltd.	 	Bermuda	 	N/A	 	
        c/o C Transport 

Maritime S.A.M.

        Gildo Pastor Center 7 

rue du Gabian 

MC 98000 

Monte Carlo
        

Monaco

          

        Attn: Mr. Luigi Pulcini

 

        Fax No: +377 9797 2301








 




    	 	138	 



     


    

 


PART
B


 


THE
ORIGINAL LENDERS


 





	Name
    of Original Lender	 	 	Commitment (dollars)	 	Address
    for Communication
	 	 	 	 	 	 
	Credit Suisse AG	 	 	$50,000,000	 	St Alban – Graben 1-3
	 	 	 	 	 	Basel 4051
	 	 	 	 	 	Switzerland
	 	 	 	 	 	Attn:     Ms. Eirini Charalampi
	 	 	 	 	 	Fax:       +41 61 266 79 39







 





THE HEDGE COUNTERPARTIES







 





	Name of Original Hedge
    Counterparty	 	Address for Communication
	 	 	 
	 	 	St Alban – Graben 1-3
	Credit Suisse AG	 	Basel 4051
	 	 	Switzerland
	 	 	Attn:   Ms. Eirini Charalampi
	 	 	Fax:     +41 61 266 79 39







 




    	 	139	 



     


    

  


PART C


 


THE SERVICING PARTIES


 


	Name of Facility Agent	 	Address for Communication
	 	 	 
	Credit Suisse AG	 	
        St Alban – Graben 1-3 

Basel 4051 

Switzerland

        Attn:    Ms. Eirini Charalampi 

Fax:      +41 61 266 79 39



 


	Name of Security Agent	 	Address for Communication
	 	 	 
	Credit Suisse AG	 	
        St Alban – Graben 1-3 

Basel 4051 

Switzerland

        Attn:    Ms. Eirini Charalampi 

Fax:      +41 61 266 79 39



  




    	 	140	 



     


    

 


SCHEDULE
2


 


CONDITIONS
PRECEDENT


 


PART
A


 


CONDITIONS
PRECEDENT TO INITIAL UTILISATION REQUEST


 


		1	Obligors



 


		1.1	A copy of the constitutional
documents of each Obligor.



 


		1.2	A copy of a resolution of
the board of directors of each Obligor:



 


		(a)	approving the terms of, and
the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents
to which it is a party;






 


		(b)	authorising a specified person
or persons to execute the Finance Documents to which it is a party on its behalf; and



 


		(c)	authorising a specified person
or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, a Utilisation Request and
each Selection Notice) to be signed and/or despatched by it under, or in connection with, the Finance Documents to which it is
a party. 



 


		1.3	An
                                         original of the power of attorney of any Obligor authorising a specified person or persons
                                         to execute the Finance Documents to which it is a party.



 


		1.4	A
                                         copy of the passport of each person that has signed any Finance Document on behalf of
                                         any Obligor.



 


		1.5	A
                                         copy of a resolution signed by the Parent Guarantor as the holder of the issued shares
                                         in the Borrower, approving the terms of, and the transactions contemplated by, the Finance
                                         Documents to which the Borrower is a party.



 


		1.6	A
                                         certificate of each Obligor (signed by a director) confirming that borrowing or guaranteeing,
                                         as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or
                                         similar limit binding on that Obligor to be exceeded.



 


		1.7	A
                                         certificate of each Obligor (signed by a director) certifying either that (i) it has
                                         not delivered particulars of any UK Establishment to the Registrar of Companies as required
                                         under the Overseas Regulations or (ii) it has a UK Establishment and specifying the name
                                         and registered number under which it is registered with the Registrar of Companies.



 


		1.8	A
                                         certificate of an authorised signatory of the relevant Obligor certifying that each copy
                                         document relating to it specified in this Part A of Schedule 2 (Conditions
                                         Precedent) is
                                         correct, complete and in full force and effect as at a date no earlier than the date
                                         of this Agreement.



 


		1.9	Evidence
                                         satisfactory to the Lenders of the ultimate legal and beneficial ownership of the Parent
                                         Guarantor.



 


		1.10	A
                                         Non-US Person Transactions Representation Letter signed by the Borrower in the form required
                                         by the Facility Agent.



 


		1.11	The
                                         originals of any mandates or other documents (including, without limitation, the “Declaration
                                         A” forms or any other forms required by the Facility Agent and in accordance with
Swiss banking regulations) required in connection with the opening or operation of the Earnings Accounts and the Minimum Liquidity
Accounts.






 




    	 	141	 



     


    




 


		1.12	Evidence satisfactory to
the Lenders that the Minimum Liquidity Amount of US$500,000 has been deposited in the relevant Minimum Liquidity Account.



 


		2	Finance
                                         Documents



 


		2.1	Copies of each Subordinated
Finance Document.



 


		2.2	A
                                         duly executed original of any Finance Document not otherwise referred to in this Schedule
                                         2 (Conditions
                                         Precedent).






 


		2.3	Copies of each Hedging Agreement
executed by a Hedge Counterparty and the Borrower.



 


		2.4	A
                                         duly executed original of any other document required to be delivered by each Finance
                                         Document if not otherwise referred to this Schedule 2 (Conditions
                                         Precedent).






 


		3	Security



 


		3.1	A
                                         duly executed original of the Account Security in relation to each Earnings Account and
                                         each Minimum Liquidity Account and of the Negative Pledge in respect of the Borrower
                                         (and of each document to be delivered under each of them).



 


		3.2	A duly executed original
of the Hedging Agreement Security in respect of the Borrower (and of each document to be delivered under each of them).



 


		3.3	A
                                         duly executed original of any Subordinated Debt Security.



 


		4	Legal
                                         opinions



 


		4.1	A legal opinion of Watson
Farley & Williams LLP, legal advisers to the Arranger, the Facility Agent and the Security Agent in England, substantially
in the form distributed to the Original Lenders before the service of the initial Utilisation Request.



 


		4.2	If an Obligor is incorporated
in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Arranger, the Facility Agent and
the Security Agent on the law of the relevant jurisdiction, substantially in the form distributed to the Original Lenders before
signing this Agreement.



 


		5	Other
                                         documents and evidence



 


		5.1	Evidence
                                         that any process agent referred to in Clause 48.2 (Service
                                         of process), if
                                         not an Obligor, has accepted its appointment.



 


		5.2	A copy of any other Authorisation
or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the
Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Document
or for the validity and enforceability of any Transaction Document.



 


		5.3	Evidence
                                         that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees)
                                         and Clause 16 (Costs
                                         and Expenses) have
                                         been paid or will be paid by the first Utilisation Date.



 


		5.4	Satisfactory
                                         completion of the Lenders’ compliance and due diligence requirements in connection with
                                         the “Know your Customer” process or similar identification procedures in relation
                                         to the transactions contemplated by the Finance Documents.



 




    	 	142	 



     


    

 





PART B


 


CONDITIONS PRECEDENT TO UTILISATION - TRANCHE A







 


		1	Borrower



 


		1.1	A
                                         copy of the passport of each person that has signed any Finance Document on behalf of
                                         any Obligor.



 


		1.2	A
                                         certificate of an authorised signatory of the Borrower certifying that each copy document
                                         which it is required to provide under this Part B of Schedule 2 (Conditions
                                         Precedent) is
                                         correct, complete and in full force and effect as at the Utilisation Date for the Advance.



 


		2	Ship
                                         and other security



 


A
duly executed original of the Mortgage and the General Assignment in respect of the Initial Ship and, if applicable, the
Charterparty Assignment and of each document to be delivered under or pursuant to each of them together with documentary
evidence that the Mortgage in respect of the Initial Ship has been duly recorded as a valid first preferred ship mortgage in
accordance with the laws of the jurisdiction of its Approved Flag.


 


		2.1	Documentary evidence that
the Initial Ship:



 


		(a)	is definitively and permanently
registered in the name of the Borrower under the Approved Flag.






 


		(b)	is
                                         in the absolute and unencumbered ownership of the Borrower save as contemplated by the
                                         Finance Documents;



 


		(c)	maintains
                                         the Approved Classification with the Approved Classification Society free of all recommendations
                                         and conditions of the Approved Classification Society; and



 


		(d)	is
                                         insured in accordance with the provisions of this Agreement and all requirements in this
                                         Agreement in respect of insurances have been complied with.



 


		2.2	Documents
                                         establishing that the Initial Ship will, as from the Utilisation Date of the Advance,
                                         be managed commercially by its Approved Commercial Manager and managed technically by
                                         its Approved Technical Manager on terms acceptable to the Facility Agent acting with
                                         the authorisation of all of the Lenders, together with:



 


		(a)	a
                                         Manager’s Undertaking for each of the Approved Technical Manager and the Approved Commercial
                                         Manager for the Initial Ship; and



 


		(b)	copies
                                         of the relevant Approved Technical Manager’s Document of Compliance and of the Initial
                                         Ship’s Safety Management Certificate (together with any other details of the applicable
                                         Safety Management System which the Facility Agent requires) and of any other documents
                                         required under the ISM Code and the ISPS Code in relation to the Initial Ship including
                                         without limitation an ISSC.



 


		2.3	An
                                         opinion from an independent insurance consultant acceptable to the Facility Agent on
                                         such matters relating to the Insurances as the Facility Agent may require.



 


		2.4	Two
                                         valuations of the Initial Ship, addressed to the Facility Agent on behalf of the Finance
                                         Parties, stated to be for the purposes of this Agreement and dated not earlier than 30
                                         days before the Utilisation Date and not later than 10 days prior to the Utilisation
                                         Date from an Approved Valuer which evidences that
                                         the requirements of Clause 25 (Security
                                         Cover) have been met.






 




    	 	143	 



     


    

  


		3	Legal
                                         opinions



 


Legal
opinions of the legal advisers to the Arranger, the Facility Agent and the Security Agent on the laws of the jurisdiction of the
Approved Flag of the Initial Ship, Liberia and such other relevant jurisdictions as the Facility Agent may require.


 


		4	Other
                                         documents and evidence



 


Evidence
that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees)
and Clause 16 (Costs
and Expenses) have been paid or will be paid by the Utilisation
Date for the Advance.


 






    	 	144	 



     


    




 


PART
C


 


CONDITIONS
PRECEDENT TO EACH APPROVED SHIP TRANCHE


 


In
this PartC to Schedule 2 (Conditions
Precedent), “relevant Ship” means the Approved Ship in respect of which
the Advance is being drawn down and “relevant Additional Guarantor” means the Additional Guarantor which owns
that Approved Ship.


 


		1	Relevant Additional Guarantor



 


		1.1	A copy of the constitutional
documents of the relevant Additional Guarantor.



 


		1.2	A copy of a resolution of
the board of directors of the relevant Additional Guarantor and the Parent Guarantor:



 


		(a)	approving the terms of, and
the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents
to which it is a party;



 


		(b)	authorising a specified person
or persons to execute the Finance Documents to which it is a party on its behalf; and



 


		(c)	authorising a specified person
or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, a Drawdown Request) to be
signed and/or despatched by it under, or in connection with, the Finance Documents to which it is a party.



 


		1.3	An original of the power
of attorney of the relevant Additional Guarantor and the Parent Guarantor authorising a specified person or persons to execute
the Finance Documents to which it is a party.



 


		1.4	A copy of a resolution signed
by the Parent Guarantor as the holder of all the issued shares in the relevant Additional Guarantor, approving the terms of, and
the transactions contemplated by, the Finance Documents to which the relevant Additional Guarantor is a party.



 


		1.5	A certificate of the relevant
Additional Guarantor confirming that borrowing the Total Commitments would not cause any borrowing, guaranteeing or similar limit
binding on the relevant Additional Guarantor to be exceeded.



 


		1.6	A certificate of the relevant
Additional Guarantor that is incorporated outside the UK (signed by a director) certifying either that (i) it has not delivered
particulars of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or (ii) it has a
UK Establishment and specifying the name and registered number under which it is registered with the Registrar of Companies.



 


		1.7	A certificate of an authorised
signatory of the relevant Additional Guarantor certifying that each copy document relating to it specified in this Part C of Schedule
2 (Conditions
Precedent) is correct, complete and in full force and effect as at a date no earlier than
the date of this Agreement.



 


		1.8	The originals of any mandates
or other documents (including, without limitation, the “Declaration A” forms or any other forms required by the Facility
Agent and in accordance with Swiss banking regulations) required in connection with the opening or operation of the Earnings Accounts
and the Minimum Liquidity Accounts.



 


		1.9	Evidence satisfactory to
the Lenders that the minimum liquidity amount of US$500,000 has been deposited in the Minimum Liquidity Account of the Additional
Guarantor.



 




    	 	145	 



     


    

  


		2	Accession Deed



 


An
Accession Deed executed by the Borrower, the Guarantor and the relevant Additional Guarantor.


 


		3	Finance
                                         Documents



 


		3.1	Copies of each Subordinated
Finance Document.



 


		3.2	A duly executed original
of the Account Security in relation to the Earnings Account and the Minimum Liquidity Account in respect of the relevant Ship
and of the Negative Pledge in respect of the relevant Additional Guarantor (and of each document to be delivered under each of
them).



 


		3.3	A duly executed original
of any Subordinated Debt Security.



 


		3.4	A duly executed original
of the Mortgage and General Assignment and, if applicable, the Charterparty Assignment in respect of the relevant Ship and of
each document to be delivered under or pursuant to each of them together with documentary evidence that the Mortgage in respect
of the relevant Ship has been duly registered as a valid first preferred ship mortgage in accordance with the laws of the jurisdiction
of its Approved Flag.



 


		4	Approved
                                         Ship



 


		4.1	Documentary
                                         evidence that the relevant Ship:



 


		(a)	is
                                         definitively and permanently registered in the name of the relevant Additional Guarantor
                                         under the Approved Flag applicable to the relevant Ship;



 


		(b)	is
                                         in the absolute and unencumbered ownership of the relevant Additional Guarantor save
                                         as contemplated by the Finance Documents;



 


		(c)	maintains
                                         the Approved Classification with the Approved Classification Society free of all overdue
                                         recommendations and conditions of the Approved Classification Society; and



 


		(d)	is
                                         insured in accordance with the provisions of this Agreement and all requirements in this
                                         Agreement in respect of insurances have been complied with.



 


		4.2	Copies
                                         of the relevant Ship’s Safety Management Certificate (together with any other details
                                         of the applicable Safety Management System which the Facility Agent requires) and of
                                         any other documents required under the ISM Code and the ISPS Code in relation to the
                                         relevant Vessel including without limitation an ISSC.



 


		4.3	Documents
                                         establishing that the relevant Ship will, as from the Utilisation Date of the Advance,
                                         be managed commercially by its Approved Commercial Manager and managed technically by
                                         its Approved Technical Manager on terms acceptable to the Facility Agent acting with
                                         the authorisation of all of the Lenders, together with:



 


		(a)	a
                                         Manager’s Undertaking for each of the Approved Technical Manager and the Approved Commercial
                                         Manager for the relevant Ship; and



 


		(b)	copies
                                         of the relevant Approved Technical Manager’s Document of Compliance and of the relevant
                                         Ship’s Safety Management Certificate (together with any other details of the applicable
                                         Safety Management System which the Facility Agent requires) and of any other documents
                                         required under the ISM Code and the ISPS Code in relation to the relevant Ship including
                                         without limitation an ISSC.



 




    	 	146	 



     


    




 


		4.4	An
                                         opinion from an independent insurance consultant acceptable to the Facility Agent on
                                         such matters relating to the Insurances as the Facility Agent may require.



 


		4.5	Two
                                         valuations of the relevant Ship, addressed to the Facility Agent on behalf of the Finance
                                         Parties, stated to be for the purposes of this Agreement and dated not earlier than 30
                                         days before the Utilisation Date and not later than 10 days prior to the Utilisation
                                         Date from an Approved Valuer which evidences that the requirements of Clause 25 (Security
                                         Cover) have
                                         been met.



 


		5	Legal
                                         opinions



 


Legal
opinions of the legal advisers to the Arranger, the Facility Agent and the Security Agent on the laws of the jurisdiction of the
Approved Flag of the relevant Ship, Liberia and, if a different jurisdiction, the jurisdiction of incorporation of the Additional
Guarantor which owns that Ship and such other relevant jurisdictions as the Facility Agent may require.


 


		6	Other
                                         documents and evidence



 


		6.1	Evidence
                                         that any process agent referred to in Clause 48.2 (Service
                                         of process), if
                                         not an Obligor, has accepted its appointment in relation to the Finance Documents to
                                         be entered into pursuant to this Part C of Schedule 2 (Conditions
                                         Precedent).



 


		6.2	A
                                         copy of any other Authorisation or other document, opinion or assurance which the Facility
                                         Agent considers to be necessary or desirable (if it has notified the Borrower accordingly)
                                         in connection with the entry into and performance of the transactions contemplated by
                                         any Transaction Document or for the validity and enforceability of any Transaction Document.



 


		6.3	Satisfactory completion of
the Lenders’ compliance and due diligence requirements in connection with the “Know your Customer” process or similar
identification procedures in relation to the transactions contemplated by the Finance Documents.



 




    	 	147	 



     


    

 


 


 


SCHEDULE 3 


 


REQUESTS 


 


PART A 


 


UTILISATION REQUEST


 


	From:	AQUAKNIGHT SHIPPING CO.
    LTD.
	 	80 Broad Street,
	 	Monrovia,
	 	Liberia


 


	To:	CREDIT SUISSE AG
	 	St Alban - Graben 1-3 
	 	Basel 4051 
	 	Switzerland 
	 	Attn:     [·]
	 	Fax:       [·]


 


Dated:
[·]


Dear Sirs


 


Aquaknight Shipping Co. Ltd. - $50,000,000 Facility Agreement
dated [•] 2017 (the “Agreement”)


 


		1	We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the
same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.



 


		2	We wish to borrow an Advance under Tranche on the following terms:



 


	 	Proposed Utilisation Date:	[·] (or, if that is not a Business Day, the next Business Day)


 


	 	Amount:	[·] or, if less, the Available Facility


 


	 	Interest Period for the first Advance:	[·]


 


		3	We confirm that each condition specified in Clause 4.1 (Initial conditions precedent) and
Clause 4.2 (Further conditions precedent) of this Agreement as they relate to the Advance to which this Utilisation Request
refers is satisfied on the date of this Utilisation Request.



 


		4	The proceeds of this Advance should be credited to [account].



 




    	 	148	 



     


    




 


		5	This Utilisation Request is irrevocable.



 


Yours faithfully


 


	 	 
	Name:	 
	Title:	 
	authorised signatory for 	 
	AQUAKNIGHT SHIPPING CO. LTD.	 


 




    	 	149	 



     


    

 


PART B 


 


SELECTION NOTICE


 


	From:	AQUAKNIGHT SHIPPING CO. LTD.
	 	80 Broad Street,
	 	Monrovia,
	 	Liberia


 


	To:	CREDIT SUISSE AG
	 	St Alban - Graben 1-3 
	 	Basel 4051

 Switzerland 
	 	Attn:    [·]
	 	Fax:      [·]


 


Dated: [·]


Dear Sirs


 


Aquaknight Shipping Co. Ltd. and Aquamarine Carrier Co. Ltd.
- $50,000,000 Facility Agreement dated [•] 2017 (the “Agreement”)


 


		1	We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the
same meaning in this Selection Notice unless given a different meaning in this Selection Notice.



 


		2	We request [that the next Interest Period for the Loan be [·]] OR [an Interest Period for
a part of the Loan in an amount equal to [·] (which is the amount of the Repayment Instalment next due) ending on [·]
(which is the Repayment Date relating to that Repayment Instalment) and that the Interest Period for the remaining part of the
Loan shall be [·].



 


		3	This Selection Notice is irrevocable.



 


	Yours faithfully	 
	 	 
	 	 
	Name:	 
	Title:	 
	authorised signatory for 	 
	AQUAKNIGHT SHIPPING CO. LTD.	 


 




    	 	150	 



     


    

 


SCHEDULE 4


 


FORM OF TRANSFER CERTIFICATE


 


		To:	Credit Suisse AG as Facility Agent



 


From: [The Existing
Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)


 


Dated:
[·]


Dear Sirs


 


Aquaknight Shipping Co. Ltd. -
$50,000,000 Facility Agreement dated [•] 2017 (the “Agreement”)


 


		1	We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have
the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.



 


		2	Werefer to Clause 28.5 (Procedure
                                         for transfer) of the Agreement:



 


		(a)	TheExisting
                                         Lender and the New Lender agree to the Existing Lender transferring to the New Lender
                                         by novation all of the Existing Lender’s rights and obligations under the Agreement and
                                         the other Finance Documents which relate to that portion of the Existing Lender’s Commitment
                                         and participation in the Loan under the Agreement as specified in the Schedule in accordance
                                         with Clause 28.5 (Procedure for transfer) of the Agreement.



 


		(b)	Theproposed Transfer Date is [·].



 


		(c)	TheFacility Office and address, fax number and attention
details for notices of the New Lender for the purposes of Clause 37.2 (Addresses) of the Agreement are set out in
the Schedule.



 


		3	The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set
out in paragraph (c) of Clause 28.4 (Limitation of responsibility of Existing Lenders) of the Agreement.



 


		4	This Transfer Certificate may be executed in any number of counterparts and this has the same effect
as if the signatures on the counterparts were on a single copy of this Transfer Certificate.



 


		5	This Transfer Certificate and any non-contractual obligations arising out of or in connection with
it are governed by English law.



 


		6	This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer
Certificate.



 


Note: The execution of this Transfer Certificate may not transfer
a proportionate share of the Existing Lender’s interest in the Transaction Security in all jurisdictions. It is the responsibility
of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share
in the Existing Lender’s Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion
of those formalities.


 




    	 	151	 



     


    

  


THE SCHEDULE


 


Commitment/rights and obligations
to be transferred


 


[insert relevant details]


 


[Facility Office address, fax number
and attention details


 


for notices and account details for
payments.]


 


	[Existing Lender]	[New Lender]
	 	 
	By: [·]	By: [·]


 


This Transfer Certificate is accepted by the Facility Agent
and the Transfer Date is confirmed as [•].


 


CREDIT SUISSE AG 


 


By: [•]


 




    	 	152	 



     


    

  


SCHEDULE 5


 


FORM OF ASSIGNMENT AGREEMENT


 


		To:	CREDIT SUISSE AG as Facility
Agent and AQUAKNIGHT SHIPPING CO. LTD. as Borrower, for and on behalf of each [Transaction] Obligor



 


From: [the Existing
Lender] (the “Existing Lender”) and [the New Lender] (the “New Lender”)


 


Dated:
[·]


 


Dear Sirs


 


Aquaknight Shipping Co. Ltd. -
$50,000,000 Facility Agreement dated [•] 2017 (the “Agreement”)


 


		1	We refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement have
the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.



 


		2	We refer to Clause 28.6 (Procedure for assignment):



 


		(a)	The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender
under the Agreement, the other Finance Documents and in respect of the Transaction Security which correspond to that portion of
the Existing Lender’s Commitment and participations in the Loan under the Agreement as specified in the Schedule.



 


		(b)	The Existing Lender is released from all the obligations of the Existing Lender which correspond
to that portion of the Existing Lender’s Commitments and participations in the Loan under the Agreement specified in the Schedule.



 


		(c)	The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from
which the Existing Lender is released under paragraph (b) above.



 


		(d)	All rights and interests (present, future or contingent) which the Existing Lender has under or
by virtue of the Finance Documents are assigned to the New Lender absolutely, free of any defects in the Existing Lender’s title
and of any rights or equities which the Borrower or any other Transaction Obligor had against the Existing Lender.



 


		3	The proposed Transfer Date is [·].



 


		4	On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.



 


		5	The Facility Office and address, fax, number and attention details for notices of the New Lender
for the purposes of Clause 37.2 (Addresses) are set out in the Schedule.



 


		6	The New Lender expressly acknowledges
                                         the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause
                                         28.4 (Limitation of responsibility of Existing Lenders).



 


		7	This Assignment Agreement
                                         acts as notice to the Facility Agent (on behalf of each Finance Party) and, upon delivery
                                         in accordance with Clause 28.7 (Copy of Transfer Certificate or Assignment Agreement
                                         to Borrower), to the Borrower (on behalf of each Transaction Obligor) of the assignment
                                         referred to in this Assignment Agreement.



 




    	 	153	 



     


    

  


		8	This Assignment Agreement may be executed in any number of counterparts and this has the same effect
as if the signatures on the counterparts were on a single copy of this Assignment Agreement.



 


		9	This Assignment Agreement and any non-contractual obligations arising out of or in connection with
it are governed by English law.



 


		10	This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment
Agreement.



 


Note: The execution of this Assignment Agreement may
not transfer a proportionate share of the Existing Lender’s interest in the Transaction Security in all jurisdictions. It is the
responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer
of such a share in the Existing Lender’s Transaction Security in any jurisdiction and, if so, to arrange for execution of
those documents and completion of those formalities.


 




    	 	154	 



     


    

  


THE SCHEDULE


 


Commitment rights and obligations
to be transferred by assignment, release and accession


 


[insert relevant details]


 


[Facility office address, fax number
and attention details for notices

and account details for payments]


  


	[Existing Lender]	[New Lender]
	 	 
	By: [·]	By: [·]


 


This
Assignment Agreement is accepted by the Facility Agent and the Transfer Date is confirmed as [·].


 


Signature of this Assignment Agreement by the
Facility Agent constitutes confirmation by the Facility Agent of receipt of notice of the assignment referred to herein, which
notice the Facility Agent receives on behalf of each Finance Party.


  


CREDIT SUISSE AG


 


By:


 




    	 	155	 



     


    

 


SCHEDULE 6


 


FORM OF COMPLIANCE CERTIFICATE


 


		To:	CREDIT SUISSE AG as Facility Agent



 


		From:	GOODBULK LTD.



[·]


 


Dated: [·]


 


Dear Sirs


 


Aquaknight Shipping Co. Ltd. -
$50,000,000 Facility Agreement dated [•] 2017 (the “Agreement”)


 


		1	We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have
the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.



 


		2	We confirm that:



 


		(a)	NetWorth is $[•];



 


		(b)	Theratio of EBITDA to Interest Expense is [•] to[•]. [Note: Only relevant
from 30 September 2018]; and



 


		(c)	TheMarket Value Adjusted Leverage Rate is[•]per
cent.



 


		3	[Weconfirm that no Default is continuing.]



 


	Signed:	 	 	 
	 	Director	 	Director
	 	of	 	of
	 	[Parent Guarantor]	 	[Parent Guarantor]


 


[insert applicable certification language]


 




    	 	156	 



     


    

  


SCHEDULE 7 


 


TIMETABLES


 


	Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request)) or a Selection Notice (Clause 9.1 (Selection of Interest Periods))	 	Three Business Days before the intended Utilisation Date (Clause 5.1 (Delivery of a Utilisation Request)) or the expiry of the preceding Interest Period (Clause 9.1 (Selection of Interest Periods))
	 	 	 
	Facility Agent notifies the Lenders of the Advance in accordance with Clause 5.4 (Lenders’ participation)	 	Three Business Days before the intended Utilisation Date.
	 	 	 
	LIBOR is fixed	 	Quotation Day as of 11:00 am London time
	 	 	 
	Reference Bank Rate calculated by reference to available quotations in accordance with Clause 10.2 (Calculation of Reference Bank Rate)	 	Noon on the Quotation Day


 




    	 	157	 



     


    

  


SCHEDULE 8


 


FORM OF ACCESSION DEED


 


		To:	CREDIT SUISSE AG as Facility
                                         Agent and as Security Agent



 


		From:	Additional Guarantor, Borrower and Parent Guarantor



 


Dated:
[·]


 


Dear Sirs


 


$50,000,000
Facility Agreement dated [·]
2017 (the “Agreement”)


 


		1	We refer to the Agreement. This deed (the “Accession Deed”) shall take effect
as an Accession Deed for the purposes of the Agreement. Terms defined in the Agreement have the same meaning in this Accession
Deed unless given a different meaning in this Accession Deed.



 


		2	[name
                                         of company] agrees to become an Additional Guarantor and to be bound by the terms
                                         of the Agreement and the other Finance Documents as an Additional Guarantor pursuant
                                         to Clause 29.3 (Additional Guarantors) of the Agreement. The Additional Guarantor is
                                         a company duly incorporated under the laws of [name of relevant jurisdiction]
                                         and is a limited liability company and registered number [·].



 


		3	The Parent Guarantor confirms that no Default is continuing or would occur as a result of Additional
Guarantor becoming an Additional Guarantor.



 


		4	The Additional Guarantor administrative details for the purposes of the Agreement are as follows:



 


Address:


 


Fax No.:


 


Attention:


 


		5	TheAdditional Guarantor (for the purposes of this paragraph
5, the “Acceding Debtor”) intends to incur Secured Liabilities under the following documents:



 


[Insert details (date, parties
and description) of relevant documents]


 


the “Relevant Documents”.


 


IT IS AGREED as follows:


 


		(a)	The Acceding Debtor and the Security Agent agree that the Security Agent shall hold:



 


		(i)	any Security in respect of Secured Liabilities created or expressed to be created pursuant to the
Relevant Documents;



 


		(ii)	all proceeds of that Security; and



 


		(iii)	all obligations expressed to be undertaken by the Acceding Debtor to pay amounts in respect of
the Secured Liabilities to the Security Agent as trustee for the Finance Parties (in the Relevant Documents or otherwise) and secured
by the Transaction Security together with all representations and warranties expressed to be given by the Acceding Debtor (in the
Relevant Documents or otherwise) in favour of the Security Agent as trustee for the Secured Parties,





 






    	 	158	 



     


    




 





on trust for the Secured Parties on the terms and
conditions contained in the Agreement.


 


		6	This Accession Deed and any non-contractual obligations arising out of or in connection with it are governed by English law.



 


This Accession Deed has been signed on behalf of the Security
Agent (for the purposes of paragraph 5 above only), signed on behalf of the Parent Guarantor and executed as a deed by Additional
Guarantor and is delivered on the date stated above.


 


	Additional Guarantor	 	 
	 	 	 
	EXECUTED as a DEED	 	 
	By:	)	 
	__________________being an attorney-in-fact	)	 
	expressly authorised in	)	 
	accordance with the laws of the [·]	)	 
	in the presence of:	)	 
	 	)	 
	Witness’ signature:	)	 
	Witness’ name:	)	 
	Witness’ address:	)	 
	 	 	 
	Parent Guarantor	 	 
	 	 	 
	EXECUTED as a DEED	)	 
	By:	)	 
	by GOODBULK LTD.	)	 
	acting by	)	 
	__________________being an attorney-in-fact	)	 
	expressly authorised in	)	 
	accordance with the laws of Bermuda	)	 
	in the presence of:	)	 
	 	)	 
	Witness’ signature:	)	 
	Witness’ name:	)	 
	Witness’ address:	)	 
	 	 	 
	Security Agent	 	 
	 	 	 
	EXECUTED as a DEED	)	 
	by CREDIT SUISSE AG	)	 
	acting by	)	 
	__________________being an attorney-in-fact	)	 
	expressly authorised in	)	 
	accordance with the laws of Switzerland	)	 
	in the presence of:	)	 
	 	 	 
	Witness’ signature:	)	 
	Witness’ name:	)	 
	Witness’ address:	)	 


 




    	 	159	 



     


    

 


	Facility Agent	 	 
	 	 	 
	EXECUTED as a DEED	)	 
	By CREDIT SUISSE AG	)	 
	acting by	)	 
	__________________being an attorney-in-fact	)	 
	expressly authorised in	)	 
	accordance with the laws of Switzerland	)	 
	in the presence of:	)	 
	 	 	 
	Witness’ signature:	)	 
	Witness’ name:	)	 
	Witness’ address:	)	 


 




    	 	160	 



     


    

  


EXECUTION PAGES


 


	BORROWER	 	 
	 	 	 
	SIGNED by:
    S. Faina	)	/s/
    S. Faina
	duly authorised	)	 
	for and on behalf
    of	)	 
	AQUAKNIGHT SHIPPING
    CO. LTD.	)	 
	in the presence of:	)	 
	 	 	 
	Witness’ signature:
    	)	/s/
    Carla Cademartori
	Witness’ name:	)	Carla Cademartori
	Witness’ address:	)	7 Rue Du Gabian  98000 Monaco
	 	 	 
	PARENT GUARANTOR	 	 
	 	 	 
	SIGNED by	)	 
	Name: 	)	/s/
    L. Pulcini
	Title: 	)	Attorney-in-Fact
	duly authorised	)	 
	for and on behalf
    of	)	 
	GOODBULK LTD.	)	 
	in the presence of:	)	 
	 	 	 
	Witness’ signature:	)	/s/
    Carla Cademartori
	Witness’ name:
    	)	Carla Cademartori
	Witness’ address:	)	7
    Rue Du Gabian  98000 Monaco
	 	 	 
	ORIGINAL LENDERS	 	 
	 	 	 
	SIGNED by	)	/s/
    Joanna Goode
	Name:	)	Joanna Goode
	Title:	)	Attorney-in-Fact
	duly authorised	)	 
	for and on behalf
    of	)	 
	CREDIT SUISSE AG	)	 
	in the presence of:	)	 
	 	 	 
	Witness’ signature:	)	/s/
    Kelsey Tollady
	Witness’ name:	)	Kelsey Tollady
	Witness’ address:	)	Trainee Solicitor
	 	 	Watson Farley & Williams LLP
	 	 	15 Appold Street
	 	 	London EC2A 2HB


 




    	 	161	 



     


    

  





	ORIGINAL HEDGE COUNTERPARTIES	 	 
	 	 	 
	SIGNED by	)	/s/ Joanna Goode
	Name:	)	Joanna Goode
	Title:	)	Attorney-in-Fact
	duly authorised	)	 
	for and on behalf of	)	 
	CREDIT SUISSE AG	)	 
	in the presence of:	)	 
	 	 	 
	Witness’ signature:	)	/s/ Kelsey Tollady
	Witness’ name:	)	Kelsey Tollady
	Witness’ address:	)	Trainee Solicitor
	 	 	Watson Farley & Williams LLP
	 	 	15 Appold Street
	 	 	London EC2A 2HB
	 	 	 
	ARRANGER	 	 
	 	 	 
	SIGNED by	)	/s/Joanna Goode
	Name:	)	Joanna Goode
	Title:	)	Attorney-in-Fact
	duly authorised	)	 
	for and on behalf of	)	 
	CREDIT SUISSE AG	)	 
	in the presence of:	)	 
	 	 	 
	Witness’ signature:	)	/s/ Kelsey Tollady
	Witness’ name:	)	 Kelsey Tollady
	Witness’ address:	)	Trainee Solicitor
	 	 	Watson Farley & Williams LLP
	 	 	15 Appold Street
	 	 	London EC2A 2HB
	 	 	 
	FACILITY AGENT	 	 
	 	 	 
	SIGNED by	)	/s/ Joanna Goode
	Name:	)	Joanna Goode
	Title:	)	Attorney-in-Fact
	duly authorised	)	 
	for and on behalf of	)	 
	CREDIT SUISSE AG	)	 
	in the presence of:	)	 
	 	 	 
	Witness’ signature:	)	/s/ Kelsey Tollady
	Witness’ name:	)	Kelsey Tollady
	Witness’ address:	)	Trainee Solicitor
	 	 	Watson Farley & Williams LLP
	 	 	15 Appold Street
	 	 	London EC2A 2HB


 




    	 	162	 



     


    

 


	SECURITY AGENT 	 	 
	 	 	 
	SIGNED by	)	/s/ Joanna Goode
	Name:	)	Joanna Goode
	Title:	)	Attorney-in-Fact
	duly authorised	)	 
	for and on behalf of	)	 
	CREDIT SUISSE AG	)	 
	in the presence of:	)	 
	 	 	 
	Witness’ signature:	)	/s/ Kelsey Tollady
	Witness’ name:	)	Kelsey Tollady
	Witness’ address:	)	Trainee Solicitor
	 	 	Watson Farley & Williams LLP
	 	 	15 Appold Street
	 	 	London EC2A 2HB


 




    	 	163