Exhibit 10.13


 


Execution version


 


Dated 22 November 2017


 


US$77,000,000


TERM LOAN FACILITY


 


ATLANTIC BRIDGE SHIPPING CO. LTD.


VOYAGEURS SHIPPING CO. LTD.


SILVER SURFER SHIPPING CO. LTD.


ITASCA SHIPPING CO. LTD.


as joint and several Borrowers


 


and


 


GOODBULK LTD.


as Parent Guarantor


 


and


 


DANISH SHIP FINANCE A/S


as Arranger


 


and


 


DANISH SHIP FINANCE A/S


as Facility Agent


 


and


 


DANISH SHIP FINANCE A/S


as Security Agent


 


FACILITY AGREEMENT


 


relating to a facility of up to


US$77,000,000 to part finance the purchase
price of


m.v.s. “ATLANTIC BRIDGE”, “VOYAGEURS”,


“SILVER SURFER” and “ITASCA”


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	26
	4	Conditions of Utilisation	26
	Section 3 Utilisation	28
	5	Utilisation	28
	Section 4 Repayment, Prepayment and Cancellation	30
	6	Repayment	30
	7	Prepayment and Cancellation	31
	Section 5 Costs of Utilisation	35
	8	Interest	35
	9	Interest Periods	36
	10	Changes to the Calculation of Interest	37
	11	Fees	38
	Section 6 Additional Payment Obligations	40
	12	Tax Gross Up and Indemnities	40
	13	Increased Costs	43
	14	Other Indemnities	45
	15	Mitigation by the Finance Parties	47
	16	Costs and Expenses	48
	Section 7 Guarantees and Joint and Several Liability of Borrowers	49
	17	Guarantee and Indemnity - Parent Guarantor	49
	18	Joint and Several Liability of the Borrowers	51
	Section 8 Representations, Undertakings and Events of Default	54
	19	Representations	54
	20	Information Undertakings	60
	21	Financial Covenants	63
	22	General Undertakings	64
	23	Insurance Undertakings	71
	24	General Ship Undertakings	76
	25	Security Cover	80
	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	103
	32	Conduct of Business by the Finance Parties	118
	33	Contractual recognition of Bail-In	118
	34	Sharing among the Finance Parties	118
	Section 11 Administration	120
	35	Payment Mechanics	120
	36	Set-Off	123
	37	Notices	123
	38	Calculations and Certificates	125
	39	Partial Invalidity	125
	40	Remedies and Waivers	125
	41	Settlement or Discharge Conditional	126
	42	Irrevocable Payment	126


 




     


     


    

 


	43	Amendments and Waivers	126
	44	Confidential Information	128
	45	Confidentiality of Funding Rates and Reference Bank Quotations	131
	46	Counterparts	133
	Section 12 Governing Law and Enforcement	134
	47	Governing Law	134
	48	Enforcement	134
	 	 	 
	Schedules	 	 
	 	 	 
	Schedule 1 The Parties	135
	Part A The Obligors	135
	Part B The Original Lenders	138
	Part C The Servicing Parties	139
	Schedule 2 Conditions Precedent	140
	Part A Conditions Precedent to Initial Utilisation Request	140
	Part B Conditions Precedent to each Nominated Ship Tranche	142
	Part C Conditions Precedent to each Optional Ship Tranche	144
	Schedule 3 Requests	147
	Part A Utilisation Request	147
	Part B Selection Notice	149
	Schedule 4 Form of Transfer Certificate	151
	Schedule 5 Form of Assignment Agreement	153
	Schedule 6 Form of Compliance Certificate	156
	Schedule 7 Details of the Ships	157
	Schedule 8 Timetables	158
	Schedule 9 Form of Accession Deed	159
	 	 	 
	Execution	 
	 	 
	Execution Pages	162


 




     


     


    

 


THIS AGREEMENT is made
on 22 November 2017


 


PARTIES


 


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



 


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



 


		(3)	SILVER SURFER SHIPPING CO. LTD. a corporation incorporated in the Republic of Liberia whose
registered office is at 80 Broad Street, Monrovia, Liberia as borrower (“Borrower C”)



 


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



 


		(5)	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”)



 


		(6)	DANISH SHIP FINANCE A/S as arranger (the “Arranger”)



 


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



 


		(8)	DANISH SHIP FINANCE A/S as agent of the other
Finance Parties (the “Facility Agent”)



 


		(9)	DANISH SHIP FINANCE A/S as security agent for
the Secured Parties (the “Security Agent”)



 


BACKGROUND


 


		(A)	The Lenders have agreed to make available to the Borrowers
a term loan facility in an amount (in aggregate) of up to US$77,000,000 comprising:



 


		(i)	an amount of up to $37,000,000 for the purposes of financing part of the acquisition cost of the
Nominated Ships; and



 


		(ii)	an amount of up to $40,000,000 for the purposes of financing part of the acquisition cost of the
Optional Ships.



 


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 9 (Form of Accession Deed).


 


“Account Bank” means
Nordea Bank AB, London Branch acting through its office at 6th Floor, 5 Aldermanbury Square, London EC2V 7AZ or any
other bank or financial institution which may be approved by the Facility Agent, acting with the authorisation of the Majority
Lenders.


 


“Accounts” means
the Earnings Accounts.


 


“Additional Borrower”
means an entity which:


 


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



 


		(b)	becomes an Additional Borrower in accordance with Clause 29.3 (Additional Borrowers); and



 


		(c)	is the registered owner of an Optional Ship at the time a Mortgage is executed over the relevant
Optional 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 in relation to that Ship specified in Schedule
7 (Details of the Ships) with the Approved Classification Society.


 


“Approved Classification
Society” means, in relation to a Ship, as at the date of this Agreement, the classification society in relation to that
Ship specified in Schedule 7 (Details of the Ships) or any other classification society approved in writing by the Facility
Agent acting with the authorisation of the Lenders.


 


“Approved Commercial
Manager” means, in relation to a Ship, as at the date of this Agreement, the manager specified as the approved commercial
manager in relation to that Ship in Schedule 7 (Details of the Ships) 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.


 




    	 	2	 



     


    

 


“Approved Flag”
means, in relation to a Ship, as at the date of this Agreement, the flag in relation to that Ship specified in Schedule 7 (Details
of the Ships) or in relation to any Ship, Liberian flag or such other flag approved in writing by the Facility Agent acting
with the authorisation of the Lenders.


 


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


 


“Approved Technical Manager”
means, in relation to a Ship, as at the date of this Agreement, the manager specified as the approved technical manager in
relation to that Ship in Schedule 7 (Details of the Ships) 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, Fearnleys AS, Arrow Sale & Purchase (UK) Limited, 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.


 


“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:


 


		(a)	in relation to each Nominated Ship Tranche, 30 March 2018; and



 


		(b)	in relation to each Optional Ship Tranche, 31 December 2018.



 


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


 


“Bail-In Legislation”
means:


 


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



 


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



 




    	 	3	 



     


    

 


“Borrower” means
Borrower A, Borrower B, Borrower C, Borrower D or any Additional Borrower.


 


“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 and Copenhagen.


 


“Cash and Shares Transaction”
means the transaction separately disclosed by the Parent Guarantor to, and agreed by the Facility Agent.


 


“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.


 


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


 


“Commercial Management
Agreement” means the agreement entered into between a Borrower 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,



 




    	 	4	 



     


    

 


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


 


		(i)	information that:



 


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



 


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



 


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



 


		(ii)	any Funding Rate or Reference Bank Quotation.



 


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


 


“Corresponding Debt”
means any 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.


 


“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.


 




    	 	5	 



     


    

 


“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 a Borrower 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 a Borrower 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;



 


		(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 a Borrower 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 a Borrower:


 


		(a)	an account in the name of that Borrower with the Account Bank designated “Earnings Account”;
or



 


		(b)	any other account with the Account Bank which is designated by the Facility Agent as the Earnings
Account of that Borrower 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.


 




    	 	6	 



     


    

 


“Environmental Incident” means:


 


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



 


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



 


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


 


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


 


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


 


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


 


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


 


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


 


“FATCA” means:


 


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



 


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



 


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



 




    	 	7	 



     


    

 


“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.


 


“FATCA Exempt Party”
means a Party that is entitled to receive payments free from any 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 any of the fees referred to in Clause 11 (Fees).


 


“Finance Document” means:


 


		(a)	this Agreement;



 


		(b)	any Fee Letter;



 


		(c)	each Utilisation Request;



 


		(d)	any Security Document;



 


		(e)	any Subordination 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 Borrowers.



 


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


 


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


 


		(a)	moneys borrowed;



 


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



 


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



 


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



 




    	 	8	 



     


    

 


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



 


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



 


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



 


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



 


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



 


“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 Borrower’s rights in respect of that
Ship’s Earnings, its Insurances and any Requisition Compensation in relation to that Ship, in agreed form.


 


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


 


“Group Structure Chart”
means the group structure chart provided by the Parent Guarantor to, and approved by, the Facility Agent.


 


“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).


 


“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:


 




    	 	9	 



     


    

 


		(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 $750,000 or the equivalent in any other currency.


 


“Majority Lenders”
means:


 


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



 




    	 	10	 



     


    

 


		(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 Borrower to the rights of the Finance Parties in agreed form.


 


“Margin” means
2.55 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 a valuation prepared:


 


		(a)	as at a date not more than 14 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,



 


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.



 


“MOA” means,
in relation to an Optional Ship, the memorandum of agreement made between (a) the relevant Borrower as buyer and (b) the seller
for the purchase of such Optional Ship.


 


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


 


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



 




    	 	11	 



     


    

 


		(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 a Nominated Ship, a first preferred Liberian ship mortgage on that Nominated Ship;



 


		(b)	in the case of an Optional Ship, a first preferred or priority ship mortgage on that Optional Ship
and if applicable on the basis of the flag of that Optional Ship, also a deed of covenant collateral to such Mortgage.



 


“Nominated Ship”
means Ship A, Ship B, Ship C or Ship D.


 


“Nominated Ship Tranche”
means Nominated Ship Tranche A, Nominated Ship Tranche B, Nominated Ship Tranche C or Nominated Ship Tranche D.


 


“Nominated Ship Tranche
A” means that part of the Loan to be made available to Borrower A in a principal amount of up to:


 


		(a)	$6,400,000 in the event that such amount is utilised on or before 31 December 2017; and



 


		(b)	35 per cent, of the Market Value of Ship A in the event that such amount is utilised thereafter.



 


“Nominated Ship Tranche
B” means that part of the Loan to be made available to Borrower B in a principal amount of up to:


 


		(a)	$6,400,000 in the event that such amount is utilised on or before 31 December 2017; and



 


		(b)	35 per cent, of the Market Value of Ship B in the event that such amount is utilised thereafter.



 


“Nominated Ship Tranche
C” means that part of the Loan to be made available to Borrower C in a principal amount of up to:


 


		(a)	$12,700,000 in the event that such amount is utilised on or before 31 December 2017; and



 


		(b)	35 per cent, of the Market Value of Ship C in the event that such amount is utilised thereafter.



 




    	 	12	 



     


    

 


“Nominated Ship Tranche
D” means that part of the Loan to be made available to Borrower D in a principal amount of up to:


 


		(a)	$11,500,000 in the event that such amount is utilised on or before 31 December 2017;and



 


		(b)	35 per cent, of the Market Value of Ship D in the event that such amount is utilised thereafter.



 


“Obligor” means
a Borrower or the Parent Guarantor.


 


“Optional Ship”
means any vessel which may become subject to Security for an Advance under an Optional Ship Tranche pursuant to this Agreement
after the date of this Agreement in accordance with Clause 2.2 (Optional Ships) and which must satisfy the Optional Ship
Criteria.


 


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


 


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



 


		(b)	is a bulk carrier type of vessel;



 


		(c)	that is a minimum size of 50,000 (dwt);



 


		(d)	that is a maximum of 12 years old at the Utilisation Date
in respect of such vessel; and



 


		(e)	is approved by the Lenders (such approval not to be unreasonably
withheld).



 


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


 


		(a)	40 per cent, of the Market Value of such Optional Ship as at the Utilisation Date for such Tranche;
and



 


		(b)	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 Optional Ship to be financed by the relevant Tranche.



 


“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, 24 months plus a redelivery allowance of not more than 30 days;



 




    	 	13	 



     


    

 


		(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 Majority Lenders.


 


“Permitted Financial
Indebtedness” means:


 


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



 


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



 


“Permitted Security”
means:


 


		(a)	Security created by the Finance Documents;



 


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



 


		(c)	liens for unpaid master’s and crew’s wages in accordance with 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.).



 


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


 


“Prohibited Person”
means any person (whether designated by name or by reason of being included in a class of persons):


 


		(a)	with whom transactions are prohibited or restricted by any Sanctions Authority; or



 


		(b)	located in or resident in, incorporated under the laws of, or owned or controlled by, or acting
on behalf of, a person located in or organised under the laws of a country or territory that is the target of country-wide Sanctions
(including, without limitation, at the date of this agreement Crimea, Cuba, Iran, North Korea, Syria and Sudan).



 


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


 




    	 	14	 



     


    

 


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


 


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


 


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


 


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


 


		(a)	(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 the principal London offices of DnB Bank ASA, Nordea Bank Finland pic, HSBC Bank pic or such other banks as may be appointed
by the Agent in consultation with the Borrowers.


 


“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.


 




    	 	15	 



     


    

 


“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 Borrower; and



 


		(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 Borrower.



 


“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.


 


“Sanctions” means
any economic or trade sanctions laws, regulations, orders, embargoes or restrictive measures administered, enacted or enforced
by any Sanctions Authority.


 


“Sanctions Authority”
means each of:


 


		(a)	the US government;



 


		(b)	the United Nations;



 


		(c)	the European Union and/or any member state thereof;



 


		(d)	the United Kingdom; and



 


		(e)	the respective governmental institutions and agencies of any of foregoing, including, without limitation,
the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State, Her
Majesty’s Treasury (HMT) and The Office of Financial Sanctions Implementation (OFSI),



 


and, in the plural, means all
of them.


 


“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 LIBOR01 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 Borrowers.


 




    	 	16	 



     


    

 


“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 Shares Security;



 


		(b)	any Mortgage;



 


		(c)	any General Assignment;



 


		(d)	any Manager’s Undertaking;



 


		(e)	any Subordinated Debt Security;



 


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



 


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



 


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



 




    	 	17	 



     


    

 


		(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.


 


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


 


“Ship” means
any Nominated Ship or any Optional Ship.


 


“Ship A” means
m.v. “ATLANTIC BRIDGE” (tbr “AQUABRIDGE”), details of which are set out opposite its name in Schedule 7 (Details
of the Ships).


 


“Ship B” means
m.v. “VOYAGEURS” (tbr “AQUAVOYAGEURS”), details of which are set out opposite its name in Schedule 7 (Details
of the Ships).


 


“Ship C” means
m.v. “SILVER SURFER” (tbr “AQUASURFER”), details of which are set out opposite its name in Schedule 7 (Details
of the Ships).


 


“Ship D” means
m.v. “ITASCA” (tbr “AQUAMARIE”), details of which are set out opposite its name in Schedule 7 (Details of
the Ships).


 


“Specified Time”
means a day or time determined in accordance with Schedule 8 (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 an agreed form.


 


“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 the Borrowers to a Subordinated Creditor whether under the Subordinated
Finance Documents or otherwise.


 


“Subordinated Loan Agreement”
means any loan agreement made between (i) a Borrower and (ii) the Parent Guarantor.


 


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


 


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


 




    	 	18	 



     


    

 


“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 into between a Borrower and the Approved Technical Manager regarding the technical
management of a Ship.


 


“Termination Date”
means:


 


		(a)	in relation to a Nominated Ship Tranche, the earlier of the fifth anniversary of the relevant Utilisation
Date for that Tranche and 30 March 2023; and



 


		(b)	in relation to an Optional Ship Tranche, the earlier of the fifth anniversary of the relevant Utilisation
Date for that Tranche and 31 December 2023.



 


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


 


“Total Assets” means,
as at any date of determination under this Agreement, the total assets of the Parent Guarantor determined on a consolidated basis
in accordance with IFRS and also shown in the Latest Accounts.


 


“Total Commitments”
means the aggregate of the Commitments, being $77,000,000 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 Borrower
with that Ship’s insurers in which the insurers agree to treat that Ship as a total loss; and



 


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



 


“Tranche” means
a Nominated Ship Tranche or an Optional Ship Tranche.


 




    	 	19	 



     


    

 


“Transaction Document”
means:


 


		(a)	a Finance Document;



 


		(b)	a Subordinated Finance Document;



 


		(c)	any MOA;



 


		(d)	any Charter; or



 


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


 


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


 


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



 


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



 


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


 


“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).


 


“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



 




    	 	20	 



     


    

 


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



 


“Write-down and Conversion
Powers” means:


 


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



 


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



 


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



 


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



 


		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 “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;






 


		(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;



 




    	 	21	 



     


    

 


		(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;


 


“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;


 




    	 	22	 



     


    

 


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


 


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


 


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



 


		(b)	in any other form agreed in writing between each 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 30.21 (Role of Reference Banks), Clause
30.22 (Third Party Reference Banks) or paragraph (b) of Clause 31.11 (Exclusion of liability) may, subject to this
Clause 1.5 (Third party rights) and the Third Parties Act, rely on any Clause of this Agreement which expressly confers
rights on it.



 




    	 	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 Borrowers a dollar term loan facility in an aggregate amount not exceeding the Total
Commitments.


 


		2.2	Optional Ships



 


Subject to the terms of this
Agreement, the Borrowers may utilise the Optional Ship Tranches provided that:


 


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



 


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



 


		(c)	the Optional Ship to be owned by that Additional Borrower satisfies the Optional 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	Borrowers’ Agent



 


		(a)	Each 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 any Borrower notwithstanding
that they may affect the Borrower, without further reference to or the consent of that Borrower; and



 




    	 	24	 



     


    

 


		(ii)	each Finance Party to give any notice, demand or other communication to that 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 a Borrower or in connection with any Finance Document (whether or not known to any Borrower) shall be binding for
all purposes on that Borrower as if that 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 any Borrower, those of the Parent Guarantor shall prevail.



 


		2.5	Adjustment of Nominated Ship Tranche and Optional Ship Tranche



 


If Ship A and Ship B are not
acquired by Borrower A and Borrower B and financed under this Agreement prior to 30 March 2018, the amount of $12,800,000, being
the aggregate of the Nominated Ship Tranche A and the Nominated Ship Tranche B, shall cease to be part of the Nominated Ship Tranche
on 30 March 2018 and shall be available for borrowing to finance an Optional Ship or Optional Ships and in such case this Agreement
shall be construed so as to give effect to the following amendments:


 


		(a)	Nominated Ship Tranche Amount shall be reduced by $12,800,000 and the amount of the Optional Ship
Tranche shall increase by that amount;



 


		(b)	to permit an Optional Ship to be acquired by Borrower A and Borrower B;



 


		(c)	the Nominated Ships shall be Ship C and Ship D;



 


		(d)	the Nominated Ship Tranches shall be Nominated Ship Tranche C and Nominated Ship Tranche D;



 


		(e)	references to Nominated Ship Tranche A and Nominated Ship Tranche B shall be deleted;



 


		(f)	Optional Ship Criteria shall be construed to refer to Borrower A and Borrower B in addition to
an Additional Borrower;



 


		(g)	references to Ship A and Ship B shall be deleted; and



 


		(h)	paragraph (a) of the deletion of Optional Ship Tranche shall be construed as referring to 35 per
cent of the Market Value rather than 40 per cent for the additional amount of $12,8000,000 which shall constitute part of the Optional
Ship Tranche so that $37,000,000 of the amount of the Loan to be advanced to the Borrowers pursuant to this Agreement remains subject
to a 35 per cent Market Value test and the Optional Ships financed by the balance of the Loan, in an amount of up to $40,000,000,
is subject to the 40 per cent Market Value test. This 35 per cent Market Value test for the additional amount of $12,800,000 shall
apply to the part of the Loan in relation to the Optional Ship or Optional Ships which are financed first after 30 March 2018.



 




    	 	25	 



     


    

 


		3	PURPOSE



 


		3.1	Purpose



 


Each 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 Borrowers 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; and



 


		(iii)	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 a Nominated 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 B of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent; and



 


		(c)	on the Utilisation Date in respect of an Advance under an Optional 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 Borrowers 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.



 




    	 	26	 



     


    

 


		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) has been satisfied, the Borrowers shall ensure that that condition
is satisfied within five Business Days after the relevant Utilisation Date or such period and subject to such conditions as the
Facility Agent, acting with the authorisation of the Majority Lenders, may agree in writing with the Borrowers.


 




    	 	27	 



     


    

 


SECTION 3


 


UTILISATION


 


		5	UTILISATION



 


		5.1	Delivery of a Utilisation Request



 


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



 


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



 


		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 Borrowers 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.


 




    	 	28	 



     


    

 


		5.6	Payment to third parties



 


The Facility Agent shall, on
each Utilisation Date, pay to, or for the account of, the relevant Borrower which is to utilise the Advance 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 Borrowers specify 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 a Borrower shall constitute the making of the relevant
Advance and the Borrowers shall at that time become indebted, as principal and direct obligor, to each Lender in an amount equal
to that Lender’s 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 Borrowers and on terms acceptable to all the Lenders and in their absolute discretion,
preposition funds with any bank, each 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
may incur in connection with such arrangement.



 




    	 	29	 



     


    

 


SECTION 4


 


REPAYMENT, PREPAYMENT AND CANCELLATION


 


		6	REPAYMENT



 


		6.1	Repayment of Loan



 


The Borrowers shall repay the Loan as follows:


 


		(a)	each Nominated Ship Tranche shall be repaid by up to 16 equal consecutive instalments together
with a balloon instalment payable on the relevant Termination Date, using a fifteen year age adjusted profile based on the age
of the relevant Nominated Ship on the Utilisation Date. The first instalment of each Nominated Ship Tranche shall be repaid on
the date falling 15 months after the relevant Utilisation Date. The subsequent instalments of each Nominated Ship Tranche shall
be repaid at quarterly instalments thereafter;



 


		(b)	each Optional Ship Tranche shall be repaid by up to 20 equal consecutive instalments together with
a balloon instalment payable on the relevant Termination Date, using a fifteen year age adjusted profile based on the age of the
relevant Optional Ship on the Utilisation Date. The instalment of each Optional Ship Tranche shall be repaid on the date falling
3 months after the relevant Utilisation Date. The subsequent instalments of each Optional Ship Tranche shall be repaid at quarterly
intervals thereafter,



 


and each such instalment shall be a “Repayment
Instalment”.


 


		(c)	The Facility Agent may (acting with the authorisation of the Majority Lenders), on the first repayment
date in respect of each Tranche change the repayment dates of that Tranche so that they shall fall on either the 1st
or 15th day (as the Facility Agent may decide and notify in writing to the Borrowers) of the relevant month.



 


		(d)	The Facility Agent shall provide the Borrowers with a repayment schedule in relation to each Tranche
following the relevant Utilisation Date and also following any prepayment of the Loan.



 


		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
7.5 (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 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
7.2 (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 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 Clause 7.5 (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 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 7.4 (Mandatory prepayment on sale
or Total Loss) 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 will reduce in inverse chronological order by the amount of
the Loan repaid or prepaid.



 




    	 	30	 



     


    

 


		(e)	If any part of the Loan is voluntarily prepaid, then the Repayment Instalments for each Repayment
Date falling after that repayment or prepayment will reduce in accordance with Clause 7.3 (Voluntary prepayment of Loan).



 


		6.3	Termination Date



 


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


 


		6.4	Reborrowing



 


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


 


		7	PREPAYMENT AND CANCELLATION



 


		7.1	Illegality



 


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


 


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



 


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



 


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



 


		7.2	Automatic cancellation



 


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


 


		7.3	Voluntary prepayment of Loan



 


The Borrowers may, if they give
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 equal to two Repayment Instalments in respect of any Tranche).
Any prepayment under this Clause 7.3 (Voluntary prepayment of Loan) shall be applied in prepayment of the Repayment Instalments
in respect of any Tranche in such order as the Borrowers specify in the prepayment notice and, if the Borrowers fail to determine
the order of application, then the Repayment Instalments for each Repayment Date falling after that prepayment will reduce pro
rata by the amount of the Loan prepaid.


 




    	 	31	 



     


    

 


		7.4	Mandatory prepayment on sale or Total Loss



 


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



 


		(b)	On the Relevant Date, the Borrowers shall also prepay:



 


		(i)	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; and



 


		(ii)	if applicable, such amount as may be required to maintain the security cover ratio which applied
immediately before the sale or Total Loss if such security cover ratio was higher than that required under Clause 25 (Security
Cover).



 


		(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 that owned
the relevant Ship.



 


		(d)	In this Clause 7.4 (Mandatory prepayment on sale or Total Loss):



 


“Relevant Date” means:


 


		(i)	in the case of a sale of a Ship, 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:



 


		(A)	if and to the extent that such prepayment is not, in the reasonable opinion of the Lenders, covered
by the proceeds of insurance, within 7 days after the Total Loss Date; and



 


		(B)	if and to the extent that such prepayment is, in the reasonable opinion of the Lenders, covered
by the proceeds of insurance relating to such Total Loss, on the earlier of (1) the date falling 180 days after the Total Loss
Date (or, if the Lenders have received the relevant insurers’ written confirmation that the full insurance claim relating to such
Total Loss will be covered in such form as the Lenders may reasonably require, such period shall be extended to 360 days after
the Total Loss Date) and (2) the date of receipt by the Lenders of the proceeds of insurance relating to such Total Loss.



 


If a Ship is sold or becomes
a Total Loss, the Borrowers shall have the option to not prepay the relevant Tranche and instead replace the Ship which is sold
or becomes a Total Loss with another vessel (owned or to be owned by an Additional Borrower) of a similar type, of the same or
younger age, the same or longer expected lifespan and of the same or higher Market Value as the Ship which has been sold or become
a Total Loss subject to:


 


		(i)	the owner of such replacement vessel entering into such Security Documents as the Facility Agent
may require;



 


		(ii)	the Facility Agent receiving in relation to such replacement ship all of the documents and other
evidence list in Part C of Schedule 2, each in form and substance satisfactory to the Facility Agent.



 




    	 	32	 



     


    

 


		(iii)	the Borrowers executing such amendment documents as may be required by the Facility Agent which
amend, supplement and/or restate this Agreement and, if required, any of the other Finance Documents; and



 


		(iv)	such documentation to be provided on the date of the sale or Total Loss or such later date as the
Facility Agent, acting with the authorisation of the Majority Lenders, may agree.



 


		7.5	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 a Borrower under Clause 12.3 (Tax indemnity) or Clause
13.1 (Increased costs),



 


the Borrowers 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 Borrowers have given notice of cancellation
under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrowers in that notice), the Borrowers
shall repay that Lender’s participation in the Loan.



 


		7.6	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 10 Business Days’ indicative prior notice referred to in Clause 7.3
(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, subject to any Break Costs, without premium or penalty.



 


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



 


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



 


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



 


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



 




    	 	33	 



     


    

 


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



 


		7.7	Application of prepayments



 


Any prepayment of any part of
the Loan (other than a prepayment pursuant to Clause 7.1 (Illegality) or 7.5 (Right of repayment and cancellation in
relation to a single Lender) shall be applied pro rata to each Lender’s participation in that part of the Loan.


 




    	 	34	 



     


    

 


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



 


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



 


		8.3	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 Borrowers 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.



 




    	 	35	 



     


    

 


		9	INTEREST PERIODS



 


		9.1	Selection of Interest Periods



 


		(a)	The Borrowers may select the Interest Period for each Tranche in the Utilisation Request for that
Tranche. Subject to paragraph (e) below and Clause 9.2 (Changes to Interest Periods), the duration of an Interest Period
for each Tranche shall be 3 months or such other period (including a period exceeding 12 Months) as the Facility Agent (acting
on the instructions of all of the Lenders) may agree with the Borrowers.



 


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



 


		(c)	If the Borrowers 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 (e) below and Clause 9.2 (Changes to Interest Periods), be three Months.



 


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



 


		(e)	In respect of a Repayment Instalment, the Borrowers 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 (a) above, select a longer Interest Period for the remaining part of that Tranche.



 


		(f)	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.



 


		(g)	Except for the purposes of paragraph (a) 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 (a) of Clause 9.1 (Selection of Interest Periods).



 


		(b)	If after the Borrowers have selected and the Lenders have agreed an Interest Period longer than
three Months, any Lender notifies the Facility Agent within two Business Days after the Specified Time relating to the 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 Borrowers and the Lenders.



 


		9.3	Non-Business Days



 


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


 




    	 	36	 



     


    

 


		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.


 


		(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



 




    	 	37	 



     


    

 


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



 


		(c)	Subject to Clause 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 Borrowers, be binding on all Parties.



 


		(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 Borrowers shall, within three Business Days of demand by a Finance Party, pay to that Finance
Party its Break Costs attributable to all or any part of the Loan or Unpaid Sum being paid by 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 Borrowers shall pay to the Facility Agent (for the account of each Lender):



 


		(i)	in relation to the Nominated Ship Tranches, a fee computed at a rate equal to 35 per cent, of the
Margin per annum on the undrawn amount of the Nominated Ship Tranches from 1 January 2018 until the last day of the relevant Availability
Period; and



 


		(ii)	in relation to the Optional Ship Tranches, a fee computed at a rate equal to 50 per cent. of the
Margin per annum on the undrawn amount of Optional Ship Tranches from the date of this Agreement until the last day of the relevant
Availability Period.



 


		(b)	The accrued commitment fee is payable on the last day of each successive period of three Months
during the period from:



 


		(i)	1 January 2018 to the last day of the relevant Availability Period in relation to the Nominated
Ship Tranches; and



 


		(ii)	the date of this Agreement until the last day of the relevant Availability Period in relation to
the Optional Ship Tranches.



 




    	 	38	 



     


    

 


		11.2	Upfront fee



 


The Borrowers shall pay to the
Facility Agent an upfront 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.



 


		12.2	Tax gross-up



 


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



 


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



 


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



 


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



 


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



 


		12.3	Tax indemnity



 


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



 




    	 	40	 



     


    

 


		(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.


 


		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).



 




    	 	41	 



     


    

 


		(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.



 


		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



 




    	 	42	 



     


    

 


		(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.



 


		13	INCREASED COSTS



 


		13.1	Increased costs



 


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



 


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



 


		(ii)	compliance with any law or regulation made,



 




    	 	43	 



     


    

 


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



 


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



 


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


 


		13.2	Increased cost claims



 


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



 




    	 	44	 



     


    

 


		(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); or



 


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



 


		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.



 


		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 Borrowers
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



 




    	 	45	 



     


    

 


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



 


		(b)	Each Obligor shall, 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



 


		(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 a Borrower to comply with its obligations under Clause 16 (Costs and Expenses);



 




    	 	46	 



     


    

 


		(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



 


Each 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; and



 


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



 


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


 


		15	MITIGATION BY THE FINANCE PARTIES



 


		15.1	Mitigation



 


		(a)	Each Finance Party shall, in consultation with the Borrowers, 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.



 






    	 	47	 



     


    




 


		(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) reasonably
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.



 


		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) reasonably
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.


 




    	 	48	 



     


    

  


SECTION 7


 


GUARANTEES AND JOINT AND SEVERAL LIABILITY
OF BORROWERS


 


		17	GUARANTEE AND INDEMNITY - PARENT GUARANTOR



 


		17.1	Guarantee and indemnity



 


The Parent Guarantor irrevocably and unconditionally:


 


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



 


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



 


		(c)	agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable,
invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against
any cost, loss or liability it incurs as a result of a Borrower not paying any amount which would, but for such unenforceability,
invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount
payable by the Parent Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 17 (Guarantee
and Indemnity - Parent Guarantor) 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 the Parent Guarantor
under this Clause 17 (Guarantee and Indemnity - Parent Guarantor) will continue or be reinstated as if the discharge, release
or arrangement had not occurred.


 


		17.4	Waiver of defences



 


The obligations of the Parent
Guarantor under this Clause 17 (Guarantee and Indemnity -Parent Guarantor) 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 - Parent Guarantor) 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;



 




    	 	49	 



     


    

 


		(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



 


The Parent 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 -Parent Guarantor). 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 the Parent Guarantor shall not be entitled to the benefit
of the same; and



 


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



 


		17.7	Deferral of Parent Guarantor’s rights



 


All rights which the Parent Guarantor
at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against any Borrower, any other Transaction
Obligor or their respective assets shall be fully subordinated to the rights of the Secured Parties under the Finance Documents
and until the end of the Security Period and unless the Facility Agent otherwise directs, the Parent Guarantor will not exercise
any rights which it may have (whether in respect of any Finance Document to which it is a Party or any other transaction) by reason
of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising,
under this Clause 17 (Guarantee and Indemnity - Parent Guarantor):


 




    	 	50	 



     


    

 


		(a)	to be indemnified by a Transaction Obligor;



 


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



 


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



 


		(d)	to bring legal or other proceedings for an order requiring any Transaction Obligor to make any
payment, or perform any obligation, in respect of which the 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 the Parent 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 the Parent 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 Parent Guarantor’s rights) and 17.8 (Additional security) shall apply, with any necessary modifications, to any Security
which the Parent Guarantor creates (whether at the time at which it signs this Agreement or at any later time) to secure the Secured
Liabilities or any part of them.


 


		18	JOINT AND SEVERAL LIABILITY OF THE BORROWERS



 


		18.1	Joint and several liability



 


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


 


		18.2	Waiver of defences



 


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


 


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



 


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



 




    	 	51	 



     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(j)	any insolvency or similar proceedings.



 


		18.3	Principal Debtor



 


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


 


		18.4	Borrower restrictions



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 




    	 	52	 



     


    

 


		18.5	Deferral of Borrowers’ rights



 


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


 


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



 


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



 




    	 	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)	Borrower A has an authorised share capital of $1,500 divided into 1500 registered shares of $1,
all of which shares have been issued fully paid.



 


		(b)	Borrower B has an authorised share capital of $1,500 divided into 1500 registered shares of $1,
all of which shares have been issued fully paid.



 


		(c)	Borrower C has an authorised share capital of $1,500 divided into 1500 registered shares of $1,
all of which shares have been issued fully paid.



 


		(d)	Borrower D has an authorised share capital of $1,500 divided into 1500 registered shares of $1,
all of which shares have been issued fully paid.



 


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



 


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



 


		19.4	Binding obligations



 


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


 


		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.



 




    	 	54	 



     


    

 


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



 


		19.6	Non-conflict with other obligations



 


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


 


		(a)	any law or regulation applicable to it;



 


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



 


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



 


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



 


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



 


		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.



 




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		19.10	Insolvency



 


No:


 


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



 


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



 


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


 


		19.11	No filing or stamp taxes



 


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


 


		19.12	Deduction of Tax



 


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


 


		19.13	No default



 


		(a)	No Event of Default and, on the date of this Agreement and on 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):



 




    	 	56	 



     


    

 


		(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).



 


		(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	Validity and completeness of the MOAs



 


		(a)	Each MOA constitutes legal, valid, binding and enforceable obligations of the sellers respectively.



 


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



 


		(c)	No material amendments or additions to the MOAs have been agreed nor have any rights under the
MOAs been waived.



 


		19.19	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 Borrower
or any other member of the Group, the sellers or a third party in connection with the purchase by a Borrower of a Ship, other than
as disclosed to the Facility Agent in writing on or before the date of this Agreement.


 


		19.20	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.



 




    	 	57	 



     


    

 


		19.21	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.


 


		19.22	No Charter



 


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


 


		19.23	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.


 


		19.24	No Environmental Claim



 


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


 


		19.25	No Environmental Incident



 


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


 


		19.26	ISM and ISPS Code compliance



 


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


 


		19.27	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.



 


		19.28	Financial Indebtedness



 


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


 


		19.29	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.


 




    	 	58	 



     


    

 


		19.30	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.


 


		19.31	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 Borrower.



 


		(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 Borrowers on creation or enforcement of the security conferred by the Security Documents.



 


		19.32	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.


 


		19.33	Place of business



 


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


 


		19.34	No employee or pension arrangements



 


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


 


		19.35	Sanctions



 


		(a)	No Transaction Obligor or any member of the Group nor any of their respective directors or officers:



 


		(i)	is a Prohibited Person;



 


		(ii)	is subject to or the target of any claim, suit, proceeding, investigation or other action against
it by any regulatory or enforcement authority or third party in relation to any Sanctions of any Sanctions Authority;



 


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



 


		(iv)	owns or controls a Prohibited Person; or



 


		(v)	is in breach of Sanctions.



 


		(b)	No Ship is a vessel with which any individual, entity or any other person is prohibited or restricted
from dealing with under any Sanctions.



 


		19.36	US Tax Obligor



 


No Transaction Obligor is a US
Tax Obligor.


 




    	 	59	 



     


    

 


		19.37	No immunity



 


No Obligor, nor any of their
assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include,
without limitation, suit attachment prior to judgement, execution or other enforcement).


 


		19.38	Anti-corruption law



 


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


 


		19.39	Security and Financial Indebtedness



 


		(a)	No Security exists over all or any of the present or future assets of a Borrower other than as
permitted by this Agreement.



 


		(b)	No Borrower has any Financial Indebtedness outstanding other than as permitted by this Agreement.



 


		19.40	Group Structure Chart



 


The Group Structure Chart delivered
to the Facility Agent pursuant to Schedule 2 (Conditions Precedent) is true, complete and accurate in all material respects.


 


		19.41	No other business



 


No Borrower shall engage in any
business other than the ownership and operation of its Ship.


 


		19.42	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 Borrowers 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 150 days after the end of each of their
respective financial years:



 


		(i)	their respective audited financial statements for that financial year; and



 


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



 




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		(b)	as soon as the same become available, but in any event within 60 days after the end of each financial
quarter, the consolidated unaudited financial statement showing, amongst other things, the cashflow of the Parent Guarantor for
that financial quarter;



 


		(c)	as soon as possible, but in no event later than 60 days after the end of each financial year of
each Borrower, a budget in a format approved by the Facility Agent which shows all anticipated income and expenditure in respect
of each Ship during the next financial year of that Borrower.



 


		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 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 the chief executive officer of the Parent Guarantor.



 


		20.4	Requirements as to financial statements



 


		(a)	Each set of financial statements delivered by a 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 Borrowers 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, its employment where such employment exceeds 13 months, goods transported on each Ship,
its Earnings and its Insurances;



 


		(ii)	the Security Assets;



 


		(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



 




    	 	61	 



     


    

 


		(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, each 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 Borrowers and the Facility Agent (the “Designated
Website”) if:



 


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



 


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



 


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



 


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


 


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



 


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



 


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



 


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



 


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



 


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



 


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



 




    	 	62	 



     


    

 


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):


 


“Cash and Cash Equivalents”
means at any date, the aggregate of all cash credit balances at that date and which is free from encumbrances (other than encumbrances
in favour of the Lenders under the Security Documents) 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).


 




    	 	63	 



     


    

 


“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 by an Approved Valuer as a date
not more than 3 months previously and on the basis of a sale for prompt delivery for cash on normal arms’ length commercial terms
as between a willing seller and a willing buyer, free of any Charter.


 


“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.


 


		21.2	Financial covenants



 


The Parent Guarantor shall at
all times during the Security Period ensure that:


 


		(a)	Cash and Cash Equivalents exceeds the greater of:



 


		(i)	$10,000,000; and



 


		(ii)	$500,000 per Ship which is then subject to a Mortgage;



 


		(b)	the Market Value Adjusted Leverage Ratio shall not exceed 70 per cent.;



 


		(c)	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.



 


		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;



 




    	 	64	 



     


    

 


		(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 Borrowers).



 


		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,



 


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.



 




    	 	65	 



     


    

 


		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
19.32 (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 Borrower.



 


		(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.



 


		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, in the case of Transaction Obligors other than the Borrowers,
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.



 




    	 	66	 



     


    

 


		22.12	Disposals



 


		(a)	No Borrower 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).



 


		(b)	No Borrower shall make any acquisition or investment other than as permitted under this Agreement.



 


		(c)	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 Borrower shall engage in any business other than the ownership and operation of its Ship.



 


		22.15	Financial Indebtedness



 


No Borrower shall incur or permit
to be outstanding any Financial Indebtedness except Permitted Financial Indebtedness.


 


		22.16	Expenditure



 


No Borrower 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 Borrower 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 Shares Security applicable to that Borrower immediately upon the issue of such new shares in a manner satisfactory
to the Facility Agent and the terms of that Shares Security are complied with;



 


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



 


		22.18	Change of ownership of the Borrowers



 


The Parent Guarantor may not
sell and/or transfer its legal title to and beneficial interest in the Shares in each Borrower, other than with the prior written
consent of the Facility Agent acting on the authorisation of the Lenders.


 




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		22.19	Dividends



 


The Borrowers and the Parent
Guarantor may make or pay dividends or other distributions (in cash or in kind) in respect of its share capital provided that no
Event Default has occurred and is continuing or would occur by reason of the payment of such dividend or other distribution.


 


		22.20	Accounts



 


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


 


		22.21	Other transactions



 


No Borrower shall:


 


		(a)	be the creditor in respect of any loan or any form of credit to any person other than another 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 Borrower 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 Borrower
than those which it could obtain in a bargain made at arms’ length; or



 


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



 


		22.22	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.



 




    	 	68	 



     


    

 


		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;



 


		(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 an authorized signatory of that
Obligor or Transaction Obligor which shall:



 


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



 


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



 


		22.24	Incorporation



 


Each Obligor shall be incorporated
in a jurisdiction which is approved by the Facility Agent acting on the authorisation of the Lenders.


 




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		22.25	Anti-Corruption



 


		(a)	No Obligor shall (and shall procure that no Transaction Obligor will) directly or indirectly use
the proceeds of the Loan (or any part thereof) for any purpose which would breach or might breach applicable anti-corruption laws,
including, but not limited to, the UK Bribery Act of 2010 and the United States Foreign Corrupt Practices Act of 1977, each as
amended.



 


		(b)	Each Obligor shall (and shall procure that each Transaction Obligor will):



 


		(i)	conduct its business 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.



 


		22.26	Sanctions



 


		(a)	Each Obligor undertakes that it shall not, and it shall procure that no Transaction Obligor and
no member of the Group, nor any director, officer or employee acting on behalf of any of the foregoing shall:



 


		(i)	be a Prohibited Person;



 


		(ii)	be subject to or the target of any action by any regulatory or enforcement authority or third party
in relation to any Sanctions of any Sanctions Authority;



 


		(iii)	be owned or act directly or indirectly on behalf of or for the benefit of, a Prohibited Person;
or



 


		(iv)	be the owner or controller directly or indirectly of a Restricted Person.



 


		(b)	No Obligor shall, and each Obligor shall procure that no Transaction Obligor and no member of the
Group shall, use any revenue or benefit derived from any activity or dealing with a Prohibited Person in discharging any obligation
due or owing to the Finance Parties.



 


		(c)	Each Obligor shall procure that no proceeds from any activity or dealing with a Prohibited Person
are credited to any bank account held with the Account Bank in its name or in the name of any Transaction Obligor or any member
of the Group.



 


		(d)	Each Obligor undertakes that it shall, and it shall procure that each Transaction Obligor and each
member of the Group shall:



 


		(i)	be in compliance with all Sanctions; and



 


		(ii)	not be subject to or the target of any action by any regulatory or enforcement authority or third
party in relation to any Sanctions of any Sanctions Authority.



 


		(e)	Each Obligor undertakes that it will prevent the Ships from being used, directly or indirectly:



 


		(i)	by, or for the benefit of, any Prohibited Person or any person owned or controlled by any Prohibited
Person (including being sold, chartered, leased or otherwise provided directly or indirectly to any Prohibited Person);



 


		(ii)	in any trade which could expose a Ship, the Finance Parties or the Approved Managers to enforcement
proceedings arising from Sanctions;



 


		(iii)	in any trade which would trigger the operation of any sanctions limitation or exclusion clause
(or similar) in the Insurances; and/or



 




    	 	70	 



     


    

 


		(iv)	in any transport of any goods that are prohibited to be sold, supplied, transferred, purchased,
exported or imported under any Sanctions.



 


		(f)	Each Borrower shall procure that each charterparty in respect of a Ship shall contain, for the
benefit of that Borrower, language which gives effect to the provisions of this Clause 22.26 (Sanctions) and which permits refusal
of employment or voyage orders if compliance would result in a breach of Sanctions.



 


		(g)	Without prejudice to the rights of the Finance Parties under any other provisions of this Agreement
and the other Finance Documents, if a Borrower discovers that its Ship, without its knowledge, has been sold, chartered, conferred,
leased or otherwise provided directly or indirectly to any Prohibited Person in breach of applicable law, it shall terminate as
soon as possible, and in any case within thirty (30) days after the day it discovers that any of the events described in this Clause
22.26 (Sanctions) has occurred, the relationship with the Prohibited Person. In this case the Borrowers will also inform the Finance
Parties immediately upon becoming so aware.



 


		(h)	Each Borrower will provide the Facility Agent, upon the Facility Agent’s written request, with
all relevant documentation related to its Ship and the transported goods which a Finance Party is required to disclose to a regulatory
authority of any Sanctions Authority pursuant to any Sanctions.



 


		(i)	No Obligor shall, and each Obligor shall procure that no Transaction Obligor and no member of the
Group will, directly or indirectly, make any proceeds of the Loan available to, or for the benefit of, a Prohibited Person or permit
or authorise any such proceeds to be applied in a manner or for a purpose prohibited by Sanctions or which would put any the Lender
in breach of any Sanctions.



 


		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 Borrower
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 Borrower to insure and which are specified by the
Facility Agent by notice to that Borrower.



 


		23.3	Terms of obligatory insurances



 


Each Borrower shall effect such
insurances:


 


		(a)	in dollars;



 




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		(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)	the Market Value of the Ships then subject to a Mortgage; and



 


		(ii)	120 per cent, of the Loan then outstanding;



 


		(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 Borrower shall procure that the obligatory insurances effected
by it shall:


 


		(a)	subject always to paragraph (b), name that Borrower 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;



 


		(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 Borrower fails to do so.



 


		23.5	Renewal of obligatory insurances



 


Each Borrower 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;



 




    	 	72	 



     


    

 


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



 


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



 


		23.6	Copies of policies; letters of undertaking



 


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


 


		(a)	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;



 


		(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 Borrower 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 Borrower
forthwith upon being so requested by the Facility Agent.



 


		23.7	Copies of certificates of entry



 


Each Borrower 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.



 




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		23.8	Deposit of original policies



 


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


 


		23.9	Payment of premiums



 


Each Borrower shall punctually
pay all premiums or other sums payable in respect of the obligatory insurances effected by it and produce all relevant receipts
when so required by the Facility Agent or the Security Agent 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 a Borrower.


 


		23.10	Guarantees



 


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


 


		23.11	Compliance with terms of insurances



 


		(a)	No Borrower shall do or omit to do (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.



 


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



 


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



 


		(ii)	not make any changes relating to the classification or classification society or manager or operator
of the 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 Borrower shall make or agree
to any alteration to the terms of any obligatory insurance or waive any right relating to any obligatory insurance.


 




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		23.13	Settlement of claims



 


Each Borrower shall:


 


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



 


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



 


		23.14	Provision of copies of communications



 


Each Borrower shall provide the
Security Agent, at the time of each such communication, with copies of all written communications between that Borrower and:


 


		(a)	the Approved Brokers;



 


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



 


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



 


which relate directly or indirectly to:


 


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



 


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



 


		23.15	Provision of information



 


Each Borrower shall promptly
provide the Facility Agent (or any persons which it may designate) with any information which the Facility Agent (or any such designated
person) requests for the purpose of:


 


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



 


		(b)	effecting, maintaining or renewing any such insurances as are referred to in Clause 23.16 (Mortgagee’s
interest and additional perils insurances) or dealing with or considering any matters relating to any such insurances,



 


and the Borrowers 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 to effect, maintain and renew a mortgagee’s
interest marine insurance and a mortgagee’s interest additional perils insurance in such amounts, on such terms, through such insurers
and generally in such manner as the Security Agent may from time to time consider appropriate.



 


		(b)	The Borrowers 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.



 




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		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 Borrower 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;



 


		(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 Borrower shall keep the
Ship owned by it in a good and safe condition and state of repair:


 


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



 


		(b)	so as to maintain the 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 Borrower 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.


 




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		24.5	Removal and installation of parts



 


		(a)	Subject to paragraph (b) below, no Borrower 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 Borrower
and subject to the security constituted by the Mortgage on that Ship.



 


		(b)	A Borrower 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 Borrower.



 


		24.6	Surveys



 


Each Borrower 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.


 


		24.7	Inspection



 


Each Borrower 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 in co-operation with that Borrower without interfering with that Ship’s normal course of trading (including, without
limitation, when that Ship is in dry-dock or otherwise temporarily out of operation) to inspect its condition or to satisfy themselves
about proposed or executed repairs and shall afford all proper facilities for such inspections unless an Event of Default has occurred
in which case the Security Agent may (by surveyors or other persons appointed by it for that purpose) board that Ship and carry
out such inspections at all times it deems fit.


 


		24.8	Prevention of and release from arrest



 


		(a)	Each Borrower 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 Borrower 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 Borrower shall:


 


		(a)	comply, or procure compliance with all laws or regulations:



 


		(i)	relating to its business generally; and



 




    	 	77	 



     


    

 


		(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 Borrower 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



 


		(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 Borrower 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 Borrower 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.



 




    	 	78	 



     


    

  


		24.13	Notification of certain events



 


Each Borrower 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;



 


		(g)	any Environmental Claim made against that Borrower 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 Borrower, 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 Borrower shall keep
the Facility Agent advised in writing on a regular basis and in such detail as the Facility Agent shall require as to that Borrower’s,
any such Approved Manager’s or any other person’s response to any of those events or matters.


 


		24.14	Restrictions on chartering, appointment of managers etc.



 


No Borrower 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, supplement or terminate a Management Agreement;



 


		(d)	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;



 


		(e)	de activate or lay up that Ship; or



 


		(f)	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



 




    	 	79	 



     


    

 


		(g)	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 Borrower 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 Borrower to the Security Agent.


 


		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 Borrower 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 Borrower 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 either Ship,
the Borrowers 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 Borrowers 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 145 per cent, of the
Loan.


 




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		25.2	Provision of additional security; prepayment



 


		(a)	If the Facility Agent, acting on the instructions of the Lenders, serves a notice on the Borrowers
under Clause 25.1 (Minimum required security cover), the Borrowers shall, on or before the date falling 15 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)	A 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.


 


		25.4	Valuations binding



 


Any valuation under this Clause
25 (Security Cover) shall be binding and conclusive as regards each Borrower.


 


		25.5	Provision of information



 


		(a)	Each Borrower shall promptly provide the Facility Agent and any shipbroker acting under this Clause
25 (Security Cover) with any information which the Facility Agent or the shipbroker may request for the purposes of the
valuation.



 


		(b)	If a Borrower fails to provide the information referred to in paragraph (a) above by the date specified
in the request, the valuation may be made on any basis and assumptions which the shipbroker or the Facility Agent considers prudent.



 


		25.6	Prepayment mechanism



 


Any prepayment pursuant to Clause
25.2 (Provision of additional security; prepayment) shall be made in accordance with the relevant provisions of Clause 7
(Prepayment and Cancellation) and shall be treated as a voluntary prepayment pursuant to Clause 7.3 (Voluntary prepayment
of Loan).


 


		25.7	Provision of valuations



 


The Facility Agent shall provide
the relevant Borrower with a valuation of the Ship owned by it or that will be owned by it on the relevant Utilisation Date and
any other vessel over which additional Security has been created in accordance with Clause 25.3 (Value of additional vessel
security), from an Approved Valuer selected or appointed by the Facility Agent, to enable the Facility Agent to determine the
Market Value of that Ship (the “First Valuation”), such valuation shall be:


 




    	 	81	 



     


    

 


		(a)	at the Borrowers’ cost and shall be provided on the following occasions:



 


		(i)	on two occasions in each year on 31 May and 30 November;



 


		(ii)	on the date which a mandatory prepayment is required to be made pursuant to Clause 7.4 (Mandatory
prepayment on sale or Total Loss);



 


		(iii)	on the date the substitution option is exercised pursuant to Clause 7.4 (Mandatory prepayment on
sale or Total Loss); and



 


		(iv)	following the occurrence of an Event of Default, whenever required by the Facility Agent,



 


Provided that if the Borrowers
notify the Lenders in writing (the “Borrowers’ Notice”) within 5 days from receiving a copy of the First Valuation
from the Facility Agent that they do not agree with the Market Value of a Ship determined by the First Valuation, the Borrowers
shall obtain a second valuation of that Ship (the “Second Valuation”) from another Approved Valuer selected and
appointed by the Borrowers, such valuation shall be addressed to the Facility Agent and dated not earlier than 14 days from the
date of the First Valuation and shall be received by the Lenders within 5 Business Days after the Borrowers’ Notice. If the difference
between the First Valuation and the Second Valuation is:


 


		(A)	10 per cent, or less, the Market Value of that Ship shall be the arithmetic mean of the First Valuation
and the Second Valuation; and



 


		(B)	more than 10 per cent., a third valuation of that Ship (the “Third Valuation”) shall
be obtained by the Facility Agent from an Approved Valuer selected and appointed by the Facility Agent and the Market Value of
that Ship shall be the arithmetic mean of the First Valuation, the Second Valuation and the Third Valuation.



 


If the Lenders do not receive
the Second Valuation within 5 Business Days after the Borrowers’ Notice, the Market Value of the relevant Ship shall be determined
by the First Valuation.


 


		26	APPLICATION OF EARNINGS



 


		26.1	Payment of Earnings



 


Each Borrower shall ensure that:


 


		(a)	subject only to the provisions of the General Assignment to which it is a party, all the Earnings
in respect of the Ship owned by it are paid in to its Earnings Account; and



 


and applied in each case as follows:


 


		(i)	first, in or towards payment of any amounts then due and payable under this Agreement, except for
principal and interest;



 


		(ii)	secondly, in or towards payment of principal and interest and compliance with any (financial) covenants
in each case pursuant to this Agreement;



 


		(iii)	thirdly, whilst there is no Event of Default which is continuing, any surplus shall be freely available
to the Borrowers.



 


		26.2	Location of Earnings Accounts



 


Each Borrower shall promptly
comply with any requirement of the Facility Agent as to the location or relocation of its Earnings Account.


 




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		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 27.20 (Acceleration) and Clause
27.21 (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 22.25 (Anti-Corruption), 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) 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 Borrowers or (if earlier) any Transaction
Obligor becoming aware of the failure to comply.



 


		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).



 




    	 	83	 



     


    

 


		(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;



 


		(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.


 




    	 	84	 



     


    

 


		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.


 


		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.


 




    	 	85	 



     


    

 


		27.18	Arrest of a Ship



 


Any arrest, capture, seizure
or detention of a Ship unless it is within 30 days redelivered to the full control of the Borrower owning that Ship.





 


		27.19	Ownership of the Obligors



 


A Borrower is not or ceases to
a 100% directly owned Subsidiary of the Parent Guarantor.


 


		27.20	Acceleration



 


On and at any time after the
occurrence of an Event of Default the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrowers:


 


		(a)	cancel the Total Commitments, whereupon they shall immediately be cancelled;



 


		(b)	declare that all or part of the Loan, together with accrued interest, and all other amounts accrued
or outstanding under the Finance Documents be immediately due and payable, whereupon it shall become immediately due and payable;



 


		(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 27.21 (Enforcement of security) if no such notice is served or simultaneously with or at any time
after the service of any of such notice.


 


		27.21	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 27.20 (Acceleration), the Security Agent is entitled
to take under any Finance Document or any applicable law or regulation.


 




    	 	86	 



     


    

 


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, transfer or change had not occurred.
This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication
of the Facility.


 




    	 	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.



 




    	 	88	 



     


    

 


		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 Borrowers



 


The Facility Agent shall, as
soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Borrowers a
copy of that Transfer Certificate or Assignment Agreement.


 


		28.8	Security over Lenders’ rights



 


In addition to the other rights
provided to Lenders under this Clause 28 (Changes to the Lenders), each Lender may 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 Borrowers) each Finance Party must enter into any document and do all such
other things which are reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security
Agent to enter into any such document. Any release will not affect the obligations of any other Transaction Obligor under the Finance
Documents.



 




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		29.3	Additional Borrowers



 


Subject to compliance with the
provisions of Clause 20.8 (“Know your customer” checks), a wholly owned Subsidiary of the Parent Guarantor may
become a Borrower. That Subsidiary shall become a Borrower 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 Borrowers confirm that no Default is continuing or would occur as a result of that
Subsidiary becoming an Additional Borrower; 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 Borrower, 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 Borrower 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.


 




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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 and the Lenders 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;



 




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		(iii)	in respect of any provision which protects the Facility Agent’s own position in its personal capacity
as opposed to its role of Facility Agent for the relevant Finance Parties.



 


		(e)	If giving effect to instructions given by the Majority Lenders would in the Facility Agent’s opinion
have an effect equivalent to an amendment or waiver referred to in Clause 43 (Amendments and Waivers), the Facility Agent
shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the
Facility Agent) whose consent would have been required in respect of that amendment or waiver.



 


		(f)	In exercising any discretion to exercise a right, power or authority under the Finance Documents
where it has not received any instructions as to the exercise of that discretion the Facility Agent shall do so having regard to
the interests of all the Finance Parties.



 


		(g)	The Facility Agent may refrain from acting in accordance with any instructions of any Finance Party
or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which
may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss
or liability (together with any applicable VAT) which it may incur in complying with those instructions.



 


		(h)	Without prejudice to the remainder of this Clause 30.2 (Instructions), in the absence of
instructions, the Facility Agent shall not be obliged to take any action (or refrain from taking action) even if it considers acting
or not acting to be in the best interests of the Finance Parties. The Facility Agent may act (or refrain from acting) as it considers
to be in the best interest of the Finance Parties.



 


		(i)	The Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining
that Finance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall
not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security
Documents or enforcement of the Transaction Security or Security Documents.



 


		30.3	Duties of the Facility Agent



 


		(a)	The Facility Agent’s duties under the Finance Documents are solely mechanical and administrative
in nature.



 


		(b)	Subject to paragraph (c) below, the Facility Agent shall promptly forward to a Party the original
or a copy of any document which is delivered to the Facility Agent for that Party by any other Party.



 


		(c)	Without prejudice to Clause 28.7 (Copy of Transfer Certificate or Assignment Agreement to 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.



 




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		(g)	The Facility Agent shall provide to the Borrowers within 5 Business Days of a request by the Borrowers
(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.



 


		(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



 




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		(iii)	rely on a certificate from any person:



 


		(A)	as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge
of that person; or



 


		(B)	to the effect that such person approves of any particular dealing, transaction, step, action or
thing,



 


as sufficient evidence that that
is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.


 


		(b)	The Facility Agent may assume (unless it has received notice to the contrary in its capacity as
agent for the Finance Parties) that:



 


		(i)	no Default has occurred (unless it has actual knowledge of a Default arising under Clause 27.2
(Non-payment));



 


		(ii)	any right, power, authority or discretion vested in any Party or any group of Finance Parties has
not been exercised; and



 


		(iii)	any notice or request made by any Borrower (other than 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.



 




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		(i)	Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not
obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations
or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment
of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.



 


		30.9	Responsibility for documentation



 


Neither the Facility Agent nor
the Arranger is responsible or liable for:


 


		(a)	the adequacy, accuracy or completeness of any information (whether oral or written) supplied by
the Facility Agent, the Security Agent, the Arranger, a Transaction Obligor or any other person in, or in connection with, any
Transaction Document or the transactions contemplated in the Transaction Documents or any other agreement, arrangement or document
entered into, made or executed in anticipation of, under or in connection with any Transaction Document;



 


		(b)	the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or
the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under
or in connection with, any Transaction Document or the Security Property; or



 


		(c)	any determination as to whether any information provided or to be provided to any Finance Party
or 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



 




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		(iv)	without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses
to any person, any diminution in value or any liability whatsoever arising as a result of:



 


		(A)	any act, event or circumstance not reasonably within its control; or



 


		(B)	the general risks of investment in, or the holding of assets in, any jurisdiction,



 


including (in each case and without
limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation
or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the
execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction
of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism,
insurrection or revolution; or strikes or industrial action.


 


		(b)	No Party other than the Facility Agent may take any proceedings against any officer, employee or
agent of the Facility Agent in respect of any claim it might have against the Facility Agent or in respect of any act or omission
of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property and any officer,
employee or agent of the Facility Agent may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions
of the Third Parties Act.



 


		(c)	The Facility Agent will not be liable for any delay (or any related consequences) in crediting
an account with an amount required under the Finance Documents to be paid by the Facility Agent if the Facility Agent has taken
all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised
clearing or settlement system used by the Facility Agent for that purpose.



 


		(d)	Nothing in this Agreement shall oblige the Facility Agent or the Arranger to carry out:



 


		(i)	any “know your customer” or other checks in relation to any person; or



 


		(ii)	any check on the extent to which any transaction contemplated by this Agreement might be unlawful
for any Finance Party,



 


on behalf of any Finance Party
and each Finance Party confirms to the Facility Agent and the Arranger that it is solely responsible for any such checks it is
required to carry out and that it may not rely on any statement in relation to such checks made by the Facility Agent or the Arranger.


 


		(e)	Without prejudice to any provision of any Finance Document excluding or limiting the Facility Agent’s
liability, any liability of the Facility Agent arising under or in connection with any Transaction Document or the Security Property
shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined
by reference 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.



 




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		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).



 


		(b)	Subject to paragraph (c) below, the Borrowers shall immediately on demand reimburse any Lender
for any payment that Lender makes to the Facility Agent pursuant to paragraph (a) above.



 


		(c)	Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which
the Lender claims reimbursement relates to a liability of the Facility Agent to an Obligor.



 


		30.13	Resignation of the Facility Agent



 


		(a)	The Facility Agent may resign and appoint one of its Affiliates as successor by giving notice to
the other Finance Parties and the Borrowers.



 


		(b)	Alternatively, the Facility Agent may resign by giving 30 days’ notice to the other Finance Parties
and the Borrowers, in which case the Majority Lenders may appoint a successor Facility Agent.



 


		(c)	If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph
(b) above within 20 days after notice of resignation was given, the retiring Facility Agent may appoint a successor Facility Agent.



 


		(d)	If the Facility Agent wishes to resign because (acting reasonably) it has concluded that it is
no longer appropriate for it to remain as agent and the Facility Agent is entitled to appoint a successor Facility Agent under
paragraph (c) above, the Facility Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade
the proposed successor Facility Agent to become a party to this Agreement as Facility Agent) agree with the proposed successor
Facility Agent amendments to this Clause 30 (The Facility Agent, the Arranger and the Reference Banks) and any other term
of this Agreement dealing with the rights or obligations of the Facility Agent consistent with then current market practice for
the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this
Agreement which are consistent with the successor Facility Agent’s normal fee rates and those amendments will bind the Parties.



 


		(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 Borrowers shall, within three Business Days of demand, reimburse the
retiring Facility Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available
such documents and records and providing such assistance.



 


		(f)	The Facility Agent’s resignation notice shall only take effect upon the appointment of a successor.



 




    	 	99	 



     


    

 


		(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 Borrowers.



 


		(i)	The consent of any 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 Borrowers 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 Borrowers and the Lenders that the Facility Agent will not be (or
will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;



 


and (in each case) the Borrowers
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 Borrowers or that Lender, by notice to the Facility Agent, requires it to resign.


 


		30.14	Confidentiality



 


		(a)	In acting as Facility Agent for the Finance Parties, the Facility Agent shall be regarded as acting
through its agency division which shall be treated as a separate entity from any other of its divisions or departments.



 


		(b)	If information is received by a division or department of the Facility Agent other than the division
or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be
treated as confidential to that division or department, and the Facility Agent shall not be deemed to have notice of it nor shall
it be obliged to disclose such information to any Party.



 


		(c)	Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility
Agent nor the Arranger is obliged to disclose to any other person (i) any confidential information or (ii) any other information
if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary
duty.



 




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		30.15	Relationship with the other Finance Parties



 


		(a)	Subject to Clause 28.9 (Pro rata interest settlement), the Facility Agent may treat the
person shown in its records as Lender 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:



 


		(i)	entitled to or liable for any payment due under any Finance Document on that day; and



 


		(ii)	entitled to receive and act upon any notice, request, document or communication or make any decision
or determination under any Finance Document made or delivered on that day,



 


unless it has received not less
than five Business Days’ prior notice from that Lender to the contrary in accordance with the terms of this Agreement.


 


		(b)	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.



 


		(c)	Any Lender may by notice to the Facility Agent appoint a person to receive on its behalf all notices,
communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall
contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause
37.5 (Electronic communication) electronic mail address and/or any other information required to enable the transmission
of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be
made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information),
department and officer by that Lender for the purposes of Clause 37.2 (Addresses) and sub-paragraph (ii) of paragraph (a)
of Clause 37.5 (Electronic communication) and the Facility Agent shall be entitled to treat such person as the person entitled
to receive all such notices, communications, information and documents as though that person were that Lender.



 


		30.16	Credit appraisal by the Finance Parties



 


Without affecting the responsibility
of any Transaction Obligor for information supplied by it or on its behalf in connection with any Transaction Document, each Finance
Party confirms to the Facility Agent and the Arranger that it has been, and will continue to be, solely responsible for making
its own independent appraisal and investigation of all risks arising under, or in connection with, any Transaction Document including
but not limited to:


 


		(a)	the financial condition, status and nature of each member of the Group;



 


		(b)	the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document,
the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under
or in connection with any Transaction Document or the Security Property;



 


		(c)	whether that Finance Party has recourse, and the nature and extent of that recourse, against any
Party or any of its respective assets under, or in connection with, any Transaction Document, the Security Property, the transactions
contemplated by the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation
of, under or in connection with any Transaction Document or the Security Property;



 




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		(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.



 


		30.17	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 Borrowers
and the other Finance Parties, and is in addition to any fee paid or payable to the Facility Agent under Clause 11 (Fees).


 


		30.18	Deduction from amounts payable by the Facility Agent



 


If any Party owes an amount to
the Facility Agent under the Finance Documents, the Facility Agent may, after giving notice to that Party, deduct an amount not
exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the Finance
Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents
that Party shall be regarded as having received any amount so deducted.


 


		30.19	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.


 


		30.20	Full freedom to enter into transactions



 


Without prejudice to Clause 30.7
(Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to
the contrary, the Facility Agent shall be absolutely entitled:


 


		(a)	to enter into and arrange banking, derivative, investment and/or other transactions of every kind
with or affecting any Transaction Obligor or any person who is party to, or referred to in, a Finance Document (including, but
not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate
agent and/or security agent for, and/or participating in, other facilities to such Transaction Obligor or any person who is party
to, or referred to in, a Finance Document);



 




    	 	102	 



     


    

 


		(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.


 


		30.21	Role of Reference Banks



 


		(a)	No Reference Bank is under any obligation to provide a quotation or any other information to the
Facility Agent.



 


		(b)	No Reference Bank will be liable for any action taken by it under or in connection with any Finance
Document, or for any Reference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct.



 


		(c)	No Party (other than the relevant Reference Bank) may take any proceedings against any officer,
employee or agent of any Reference Bank in respect of any claim it might have against that Reference Bank or in respect of any
act or omission of any kind by that officer, employee or agent in relation to any Finance Document, or to any Reference Bank Quotation,
and any officer, employee or agent of each Reference Bank may rely on this Clause 30.21 (Role of Reference Banks) subject
to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.



 


		30.22	Third Party Reference Banks



 


A Reference Bank which is not
a Party may rely on Clause 30.21 (Role of Reference Banks), Clause 43.3 (Other exceptions) and Clause 45 (Confidentiality
of Funding Rates and Reference Bank Quotations) subject to Clause 1.5 (Third party rights) and the provisions of the
Third Parties Act.


 


		31	THE SECURITY AGENT



 


		31.1	Trust



 


		(a)	The Security Agent declares that it holds the Security Property on trust for the 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.



 




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		31.2	Parallel Debt (Covenant to pay the Security Agent)



 


		(a)	Each Obligor irrevocably and unconditionally undertakes to pay to the Security Agent its Parallel
Debt which shall be amounts equal to, and in the currency or currencies of, its Corresponding Debt.



 


		(b)	The Parallel Debt of an Obligor:



 


		(i)	shall become due and payable at the same time as its Corresponding Debt;



 


		(ii)	is independent and separate from, and without prejudice to, its Corresponding Debt.



 


		(c)	For 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).



 


		(d)	The Parallel Debt of an Obligor shall be:



 


		(i)	decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid
or discharged; and



	 	 	 
		(ii)	increased to the extent that its Corresponding Debt has increased, and the Corresponding Debt of
an Obligor shall be:



 


		(A)	decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or
discharged; and



 


		(B)	increased to the extent that its Parallel Debt has increased,



 


in each case provided that the
Parallel Debt of an Obligor shall never exceed its Corresponding Debt.


 


		(e)	All amounts received or recovered by the Security Agent in connection with this Clause 31.2 (Parallel
Debt (Covenant to pay the Security Agent)) to the extent permitted by applicable law, shall be applied in accordance with Clause
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.


 




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		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.



 


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



 


		(i)	where a contrary indication appears in a Finance Document;



 


		(ii)	where a Finance Document requires the Security Agent to act in a specified manner or to take a
specified action;



 


		(iii)	in respect of any provision which protects the Security Agent’s own position in its personal capacity
as opposed to its role of Security Agent for the relevant 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.



 




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		(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.



 


		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.



 




    	 	106	 



     


    

 


		31.7	Business with the Group



 


The Security Agent may accept
deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.


 


		31.8	Rights and discretions



 


		(a)	The Security Agent may:



 


		(i)	rely on any representation, communication, notice or document believed by it to be genuine, correct
and appropriately authorised;



 


		(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



 


		(B)	to the effect that such person approves of any particular dealing, transaction, step, action or
thing,



 


as sufficient evidence that that
is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.


 


		(b)	The Security Agent shall be entitled to carry out all dealings with the other Finance Parties through
the Facility Agent and may give to the Facility Agent any notice or other communication required to be given by the Security Agent
to any Finance Party.



 


		(c)	The Security Agent may assume (unless it has received notice to the contrary in its capacity as
security agent for the Secured Parties) that:



 


		(i)	no Default has occurred;



 


		(ii)	any right, power, authority or discretion vested in any Party or any group of Finance Parties has
not been exercised; and



 


		(iii)	any notice or request made by any 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.



 


		(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.



 




    	 	107	 



     


    

 


		(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.



 


		(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.



 




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		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



 


		(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.



 




    	 	109	 



     


    

 


		(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.



 


		31.12	Lenders’ indemnity to the Security Agent



 


		(a)	Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments
are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Security Agent
and every Receiver and every Delegate, within three Business Days of demand, against any cost, loss or liability incurred by any
of them (otherwise than by reason of the Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct) in acting
as Security Agent, Receiver or Delegate under the Finance Documents (unless the Security Agent, Receiver or Delegate has been reimbursed
by a Transaction Obligor pursuant to a Finance Document).



 


		(b)	Subject to paragraph (c) below, the Borrowers shall immediately on demand reimburse any Lender
for any payment that Lender makes to the Security Agent pursuant to paragraph (a) above.



 


		(c)	Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which
the Lender claims reimbursement relates to a liability of the Security Agent to an Obligor.



 


		31.13	Resignation of the Security Agent



 


		(a)	The Security Agent may resign and appoint one of its Affiliates acting through an office as successor
by giving notice to the other Finance Parties and the Borrowers.



 


		(b)	Alternatively, the Security Agent may resign by giving 30 days’ notice to the other Finance Parties
and the Borrowers, in which case the Majority Lenders may appoint a successor Security Agent.



 




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		(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 Borrowers shall, within three Business Days of demand, reimburse the
retiring Security Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available
such documents and records and providing such assistance.



 


		(e)	The Security Agent’s resignation notice shall only take effect upon:



 


		(i)	the appointment of a successor; and



 


		(ii)	the transfer, by way of a document expressed as a deed, of all the Security Property to that successor.



 


		(f)	Upon the appointment of a successor, the retiring Security Agent shall be discharged, by way of
a document executed as a deed, from any further obligation in respect of the Finance Documents (other than its obligations under
paragraph (b) of Clause 31.25 (Winding up of trust) and paragraph (d) above) but shall remain entitled to the benefit of
Clause 14.4 (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.



 


		(g)	The Majority Lenders may, by notice to the Security Agent, require it to resign in accordance with
paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred
to in paragraph (d) above shall be for the account of the Borrowers.



 


		(h)	The consent of any 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.



 




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		31.15	Credit appraisal by the Finance Parties



 


Without affecting the responsibility
of any Transaction Obligor for information supplied by it or on its behalf in connection with any Transaction Document, each Finance
Party confirms to the Security Agent that it has been, and will continue to be, solely responsible for making its own independent
appraisal and investigation of all risks arising under, or in connection with, any Transaction Document including but not limited
to:


 


		(a)	the financial condition, status and nature of each member of the Group;



 


		(b)	the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document,
the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under
or in connection with any Transaction Document or the Security Property;



 


		(c)	whether that Finance Party has recourse, and the nature and extent of that recourse, against any
Party or any of its respective assets under, or in connection with, any Transaction Document, the Security Property, the transactions
contemplated by the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation
of, under or in connection with any Transaction Document or the Security Property;



 


		(d)	the adequacy, accuracy or completeness of any information provided by the Security Agent, any Party
or by any other person under, or in connection with, any Transaction Document, the transactions contemplated by any Transaction
Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection
with any Transaction Document; and



 


		(e)	the right or title of any person in or to or the value or sufficiency of any part of the Security
Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets.



 


		31.16	Security Agent’s management time



 


		(a)	Any amount payable to the Security Agent under Clause 14.4 (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 Borrowers and the other Finance Parties, and is in addition to any
fee paid or payable to the Security Agent under Clause 11 (Fees).



 


		(b)	Without prejudice to paragraph (a) above, in the event of:



 


		(i)	a Default;



 


		(ii)	the Security Agent being requested by a Transaction Obligor or the Majority Lenders to undertake
duties which the Security Agent and the Borrowers agree to be of an exceptional nature or outside the scope of the normal duties
of the Security Agent under the Finance Documents; or



 


		(iii)	the Security Agent and the Borrowers agreeing that it is otherwise appropriate in the circumstances,



 


the Borrowers shall pay to the
Security Agent any additional remuneration (together with any applicable VAT) that may be agreed between them or determined pursuant
to paragraph (c) below.


 




    	 	112	 



     


    

 


		(c)	If the Security Agent and the Borrowers fail to agree upon the nature of the duties, or upon the
additional remuneration referred to in paragraph (b) above or whether additional remuneration is appropriate in the circumstances,
any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Agent
and approved by the Borrowers or, failing approval, nominated (on the application of the Security Agent) by the President for the
time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the
Borrowers) and the determination of any investment bank shall be final and binding upon the Parties.



 


		31.17	Reliance and engagement letters



 


Each 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;



 


		(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.



 




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		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



 


		(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 Borrowers and the Finance Parties of that appointment.


 


		(b)	Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding
those given to the Security Agent under or in connection with the Finance Documents) and the duties, obligations and responsibilities
that are given or imposed by the instrument of appointment.



 


		(c)	The remuneration that the Security Agent may pay to that person, and any costs and expenses (together
with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes
of this Agreement, be treated as costs and expenses incurred by the Security Agent.



 


		31.23	Acceptance of title



 


The Security Agent shall be entitled
to accept without enquiry, and shall not be obliged to investigate, any right and title that any Transaction Obligor may have to
any of the Security Assets and shall not be liable for or bound to require any Transaction Obligor to remedy any defect in its
right or title.


 




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		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.



 


		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:


 




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		(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).



 


		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).




 






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		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).


 


		31.36	Full freedom to enter into transactions



 


Without prejudice to Clause 31.7
(Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to
the contrary, the Security Agent shall be absolutely entitled:


 


		(a)	to enter into and arrange banking, derivative, investment and/or other transactions of every kind
with or affecting any Transaction Obligor or any person who is party to, or referred to in, a Finance Document (including, but
not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate
agent and/or security agent for, and/or participating in, other facilities to such Transaction Obligor or any person who is party
to, or referred to in, a Finance Document);



 


		(b)	to deal in and enter into and arrange transactions relating to:



 


		(i)	any securities issued or to be issued by any Transaction Obligor or any other person; or



 


		(ii)	any options or other derivatives in connection with such securities; and



 





		(c)	to provide advice or other services to the Borrowers or
any person who is a party to, or referred to in, a Finance Document, 







 






    	 	117	 



     


    

 


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-In
Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:


 


		(a)	any Bail-In Action in relation to any such liability, including (without limitation):



 


		(i)	a reduction, in full or in part, in the principal amount, or outstanding amount due (including
any accrued but unpaid interest) in respect of any such liability;



 


		(ii)	a conversion of all, or part of, any such liability into shares or other instruments of ownership
that may be issued to, or conferred on, it; and



 


		(iii)	a cancellation of any such liability; and



 


		(b)	a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In
Action in relation to any such liability.



 


		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



 






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		(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 Agent
for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together
with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment
which that Recovering Finance Party is required to pay) (the “Redistributed Amount”); and



 


		(b)	as between the relevant Transaction Obligor and each relevant Sharing Finance Party, an amount
equal to the relevant Redistributed Amount will be treated as not having been paid by that Transaction Obligor.



 


		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 other Finance Party any amount which
the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:



 


		(i)	it notified that other Finance Party of the legal or arbitration proceedings; and



 


		(ii)	that other Finance Party had an opportunity to participate in those legal or arbitration proceedings
but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.



 






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SECTION 11 


 


ADMINISTRATION


 


		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 Borrowers 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 Borrowers before receiving funds from the Lenders then if and to the extent that the Facility Agent does
so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to the Borrowers:



 






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		(i)	the Borrowers shall on demand refund it to the Facility
Agent; and



 


		(ii)	the Lender by whom those funds should have been made available or, if the Lender fails to do so,
the Borrowers 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 any accrued interest and fees due but
unpaid to the Lenders under this Agreement;



 


		(iii)	thirdly, in or towards payment pro rata of any principal due but unpaid to the Lenders
under this Agreement;



 


		(iv)	fourthly, in or towards payment pro rata of any other sum due to any Finance Party
but unpaid under the Finance Documents.



 


		(b)	The Facility Agent shall, if so directed by the Majority Lenders vary 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



 


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.


 


		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.



 






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		(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 Borrowers); and



 


		(ii)	any translation from one currency or currency unit to another shall be at the official rate of
exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down
by the Facility Agent (acting reasonably).



 


		(b)	If a change in any currency of a country occurs, this Agreement will, to the extent the Facility
Agent (acting reasonably and after consultation with the Borrowers) specifies to be necessary, be amended to comply with any generally
accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.



 


		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.



 


		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 Borrowers
with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Facility Agent
may deem necessary in the circumstances;



 


		(b)	the Facility Agent shall not be obliged to consult with the Borrowers in relation to any changes
mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall
have no obligation to agree to such changes;



 


		(c)	the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in
paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;



 


		(d)	any
                                         such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not
                                         it is finally determined that a Disruption Event has occurred) be binding upon the Parties
                                         and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the
                                         terms of the Finance Documents notwithstanding the provisions of Clause 43 (Amendments
                                         and Waivers);



 






    	 	122	 



     


    

 


		(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 Borrowers, that specified in Schedule
1 (The Parties);



 


		(b)	in the case of each Lender or any other Obligor, that specified
in Schedule 1 (The Parties) or, if it becomes a Party after the date of this Agreement, that notified in writing to the
Facility Agent on or before the date on which it becomes a Party;



 


		(c)	in the case of the Facility Agent, that specified in Schedule
1 (The Parties); and



 


		(d)	in the case of the Security Agent, that specified in Schedule
1 (The Parties),



 


or any substitute address, fax number
or department or officer as the Party may notify to the Facility Agent (or the Facility Agent may notify to the other Parties,
if a change is made by the Facility Agent) by not less than five Business Days’ notice.


 


		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



 






    	 	123	 



     


    

 


		(ii)	if by way of letter, when it has been left at the relevant address or five Business Days after
being deposited in the post postage prepaid in an envelope addressed to it at that address,



 


and, if a particular department
or officer is specified as part of its address details provided under Clause 37.2 (Addresses), if addressed to that department
or officer.


 


		(b)	Any communication or document to be made or delivered to a Servicing Party will be effective only
when actually received by that Servicing Party and then only if it is expressly marked for the attention of the department or officer
of that Servicing Party specified in Schedule 1 (The Parties) (or any substitute department or officer as that Servicing
Party shall specify for this purpose).



 


		(c)	All notices from or to a Transaction Obligor shall be sent through the Facility Agent unless otherwise
specified in any Finance Document.



 


		(d)	Any communication or document made or delivered to the Borrowers in accordance with this Clause
will be deemed to have been made or delivered to each of the Transaction Obligors.



 


		(e)	Any communication or document which becomes effective, in accordance with paragraphs (a) to (d)
above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.



 


		37.4	Notification of address and fax number



 


Promptly upon receipt of notification
of an address and fax number or change of address or fax number pursuant to Clause 37.2 (Addresses) or changing its own
address or fax number, the Facility Agent shall notify the other Parties.


 


		37.5	Electronic communication



 


		(a)	Any communication to be made between any two Parties under or in connection with the Finance Documents
may be made by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website)
if those two Parties:



 


		(i)	notify each other in writing of their electronic mail address and/or any other information required
to enable the transmission of information by that means; and



 


		(ii)	notify each other of any change to their address or any other such information supplied by them
by not less than five Business Days’ notice.



 


		(b)	Any such electronic communication as specified in paragraph (a) above to be made between an Obligor
and a Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to
the contrary, this is to be an accepted form of communication.



 


		(c)	Any such electronic communication as specified in paragraph (a) above made between any two Parties
will be effective only when actually received (or made available) in readable form and in the case of any electronic communication
made by a Party to the Facility Agent or the Security Agent only if it is addressed in such a manner as the Facility Agent or the
Security Agent shall specify for this purpose.



 


		(d)	Any electronic communication which becomes effective, in accordance with paragraph (c) above, after
5.00 p.m. in the place in which the Party to whom the relevant communication is sent or made available has its address for the
purpose of this Agreement shall be deemed only to become effective on the following day.



 






    	 	124	 



     


    

 


		(e)	Any reference in a Finance Document to a communication being sent or received shall be construed
to include that communication being made available in accordance with this Clause 37.5 (Electronic communication).



 


		37.6	English language



 


		(a)	Any notice given under or in connection with any Finance
Document must be in English.



 


		(b)	All other documents provided under or in connection with
any Finance Document must be:



 


		(i)	in English; or



 


		(ii)	if not in English, and if so required by the Facility Agent, accompanied by a certified English
translation prepared by a translator approved by the Facility Agent and, in this case, the English translation will prevail unless
the document is a constitutional, statutory or other official document.



 


		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.


 






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		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.


 


		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”, “Prohibited Person”, “Sanctions”
or “Sanctions Authority” 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;



 






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		(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 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);



 


		(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 - Parent Guarantor);



 


		(ii)	the joint and several liability of the Borrowers under Clause 18 (Joint and Several Liability
of the Borrowers);



 


		(iii)	the Security Assets; or



 


		(iv)	the manner in which the proceeds of enforcement of the Transaction Security are distributed,



 


(except in the case of sub-paragraphs
(iii) and (iv) 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);


 


		(v)	the release of the guarantees and indemnities granted under Clause 17 (Guarantee and Indemnity
- Parent Guarantor) or the release of the joint and several liability of the Borrowers under Clause 18 (Joint and Several
Liability of the Borrowers) 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)	The Borrowers 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.



 






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		(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.



 


		44	CONFIDENTIAL INFORMATION



 


		44.1	Confidentiality



 


Each Finance Party agrees to keep
all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 44.2 (Disclosure
of Confidential Information) and Clause 44.3 (Disclosure to numbering service providers) and to ensure that all Confidential
Information is protected with security measures and a degree of care that would apply to its own confidential information.


 


		44.2	Disclosure of Confidential Information



 


Any Finance Party may disclose:


 


		(a)	to any of its Affiliates and Related Funds and any of its or their officers, directors, employees,
professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider
appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing
of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that
there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality
of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;



 


		(b)	to any person:



 


		(i)	to (or through) whom it assigns or transfers (or may potentially
assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which
may potentially succeed) it as Facility Agent or Security Agent and, in each case, to any of that person’s Affiliates, Related
Funds, Representatives and professional advisers;



 


		(ii)	with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly,
any sub-participation in relation to, or any other transaction 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 30.15 (Relationship with the other Finance
Parties));



 






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		(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;



 


		(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 Borrowers and the relevant Finance Party;



 






    	 	129	 



     


    

 


		(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.



 


		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;



 


		(iv)	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 Borrowers, 



 


to enable such numbering service provider to provide
its usual syndicated loan numbering identification services.


 


		(b)	The Parties acknowledge and agree that each identification number assigned to this Agreement, the
Facility and/or one or more Transaction Obligors by a numbering service provider and the information associated with each such
number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service
provider.



 


		(c)	Each 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.



 




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		(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.



 


		44.4	Entire agreement



 


This Clause 44 (Confidential
Information) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under
the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding
Confidential Information.


 


		44.5	Inside information



 


Each of the Finance Parties acknowledges
that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information
may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse
and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.


 


		44.6	Notification
of disclosure



 


Each of the Finance Parties agrees
(to the extent permitted by law and regulation) to inform the Borrowers:


 


		(a)	of the circumstances of any disclosure of Confidential Information made pursuant to sub-paragraph
(v) of paragraph (b) of Clause 44.2 (Disclosure of Confidential Information) except where such disclosure is made
to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and



 


		(b)	upon becoming aware that Confidential information has been disclosed in breach of this Clause 44
(Confidential Information).



 


		44.7	Continuing obligations



 


The obligations in this Clause 44
(Confidential Information) are continuing and, in particular, shall survive and remain binding on each Finance Party
for a period of 12 months from the earlier of:


 


		(a)	the date on which all amounts payable by the Obligors under or in connection with this Agreement
have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and



 


		(b)	the date on which such Finance Party otherwise ceases to
be a Finance Party.



 


		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:



 






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		(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.



 


		(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.



 






    	 	132	 



     


    

 


		(b)	The Facility Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender or
Reference Bank, as the case may be:



 


		(i)	of the circumstances of any disclosure made pursuant to sub-paragraph (ii) of paragraph (c) of
Clause 45.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that
paragraph during the ordinary course of its supervisory or regulatory function; and



 


		(ii)	upon becoming aware that any information has been disclosed in breach of this Clause 45 [Confidentiality
of Funding Rates and Reference Bank Quotations).



 


		45.3	No Event of Default



 


No Event of Default will occur under
Clause 27.4 [Other obligations) by reason only of an Obligor’s failure to comply with this Clause 45 [Confidentiality
of Funding Rates and Reference Bank Quotations).


 


		46	COUNTERPARTS



 


Each Finance Document may be executed
in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the
Finance Document.


 






    	 	133	 



     


    

 


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 Borrowers (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.


 






    	 	134	 



     


    

 


SCHEDULE 1 


 


THE PARTIES 


 


PART A 


 


THE OBLIGORS





 


	Name of Borrower	 	Place of Incorporation	 	Registration number

(or equivalent, if any)	 	Address for

Communication
	 	 	 	 	 	 	 
	Atlantic Bridge

Shipping Co. Ltd.	 	Republic of Liberia	 	C-119689	 	
        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

	 	 	 	 	 	 	 
	Voyageurs Shipping Co. Ltd.	 	Republic of Liberia	 	C-119691	 	
        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

	 	 	 	 	 	 	 
	Silver Surfer Shipping Co. Ltd.	 	Republic of Liberia	 	C-119695	 	
        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



 




    	 	135	 



     


    

 


	
         

        Name of Borrower
	 	Place of Incorporation	 	Registration number

(or equivalent, if any)	 	Address for

Communication
	 	 	 	 	 	 	 
	Itasca Shipping Co. Ltd.	 	Republic of Liberia	 	C-119696	 	
        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



 




    	 	136	 



     


    

 


	
        Name of Parent

        Guarantor
	 	Place of Incorporation	 	Registration number

(or equivalent, if any)	 	Address for

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



 




    	 	137	 



     


    

 


PART B


 


THE ORIGINAL LENDERS


 


	Name of Original Lender	Commitment (dollars)	Address for Communication
	 	 	 
	Danish Ship Finance A/S	$77,000,000	
        Sankt Annae Plads 3

        Dk-1250 Copenhagen K

        Denmark

        Attn: Thomas Schiltmann

        Fax: +45 3333 9666



 




    	 	138	 



     


    

 


PART C 


 


THE SERVICING PARTIES


 


	Name of Facility Agent	Address for Communication
	 	 
	Danish Ship Finance A/S	
        Sankt Annae Plads 3

        Dk-1250 Copenhagen K

        Denmark

        Attn: Thomas Schiltmann

        Fax: +45 3333 9666



 




    	 	139	 



     


    

 


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 each
Borrower, approving the terms of, and the transactions contemplated by, the Finance Documents to which that Borrower is a party.



 


		1.6	A certificate of each Obligor (signed by an officer) confirming that borrowing or guaranteeing,
as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on that Obligor to be
exceeded.



 


		1.7	A certificate of each Obligor (signed by an officer) certifying either that (i) it has not delivered
particulars of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or (ii) it has a UK
Establishment and specifying the name and registered number under which it is registered with the Registrar of Companies.



 


		1.8	A certificate of an authorised signatory of the relevant 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	A copy of the Group Structure Chart in a form acceptable
to the Facility Agent.



 


		1.10	Evidence satisfactory to the Lenders that the Cash and Shares Transaction has been completed successfully.



 




    	 	140	 



     


    

 


		2	MOAs and other Documents



 


		2.1	Copies of each MOA and of all documents signed or issued by the Borrower that is a party to it
or the seller (or both of them) under or in connection with it.



 


		2.2	Such documentary evidence as the Facility Agent and its legal advisers may require in relation
to the due authorisation and execution of the MOA by each of the parties to it.



 


		3	Finance Documents



 


		3.1	Copies of each Subordinated Finance Document.



 


		3.2	A duly executed original of any Finance Document not otherwise referred to in this Schedule 2 (Conditions
Precedent).



 


		3.3	A duly executed original of any other document required to be delivered by each Finance Document
if not otherwise referred to this Schedule 2 (Conditions Precedent).



 


		4	Security



 


		4.1	A duly executed original of any Subordinated Debt Security and, if applicable, a duly executed
original of any Subordination Agreement.



 


		4.2	A duly executed original of the Shares Security in respect of each Borrower (and of each document
to be delivered under them).



 


		5	Legal opinions



 


		5.1	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.



 


		5.2	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.



 


		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.



 


		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 Borrowers accordingly) in connection with the entry into and performance
of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document.



 


		6.3	The original of any mandates or other documents required in connection with the opening or operation
of the Earnings Accounts.



 


		6.4	Evidence that the fees, costs and expenses then due from the Borrowers pursuant to Clause 11 (Fees)
and Clause 16 (Costs and Expenses) have been paid or will be paid by the first Utilisation Date.



 


		6.5	Such evidence as the Facility Agent may require for the Finance Parties to be able to satisfy each
of their “know your customer” or similar identification procedures (including without limitation the Danish Act on Measures to Prevent Money Laundering and Financing of Terrorism) in relation to the transactions
contemplated by the Finance Documents.



 






    	 	141	 



     


    

 


PART B


 


CONDITIONS PRECEDENT TO EACH NOMINATED SHIP
TRANCHE


 


In this Part B of Schedule 2 (Conditions
Precedent), “relevant Ship” means the Nominated Ship that is to be financed by the relevant advance and “relevant
Borrower” means the Borrower that is to own the relevant Nominated Ship.


 


		1	Borrowers



 


		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 relevant 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 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 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 relevant Ship:



 


		(a)	is definitively and permanently registered in the name of the relevant Borrower under the Approved
Flag.



 


		(b)	is in the absolute and unencumbered ownership of the relevant Borrower save as contemplated by
the Finance Documents;



 


		(c)	maintains the Approved Classification with the Approved Classification Society free of all 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 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.



 


		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.



 




    	 	142	 



     


    

 


		2.4	A valuation 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 14 days before the Utilisation Date from an Approved
Valuer, such valuation shall be obtained by the Facility Agent and in the event that the Utilisation Date occurs on or before 31
December 2017, such valuation shall show a value for the relevant Ship of not less than the amount set out in Schedule 7 (Details
of the Ships) under the column headed Nominated Ship Tranche, thereafter the valuation shall show a value for the relevant Ship
of not less than 35 per cent of the Market Value.



 


		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 relevant
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.


 




    	 	143	 



     


    

 


PART C


 


CONDITIONS PRECEDENT TO EACH OPTIONAL SHIP
TRANCHE


 


In this Part C to Schedule 2 (Conditions
Precedent), “relevant Ship” means the Optional Ship in respect of which the Advance is being drawn down and
“relevant Borrower” means the Additional Borrower which owns that Optional Ship.


 


		1	Borrower



 


		1.1	A copy of the constitutional documents of the relevant
Borrower.



 


		1.2	A copy of a resolution of the board of directors of the relevant Borrower 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 Borrower 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 Additional Borrower, approving the terms of, and the transactions contemplated by, the Finance Documents to which the relevant
Borrower is a party.



 


		1.5	A certificate of the relevant Borrower confirming that borrowing the Total Commitments would not
cause any borrowing, guaranteeing or similar limit binding on the relevant Borrower to be exceeded.



 


		1.6	A certificate of the relevant Borrower that is incorporated outside the UK (signed by an officer)
certifying either that (i) it has not delivered particulars of any UK Establishment to the Registrar of Companies as required under
the Overseas Regulations or (ii) it has a UK Establishment and specifying the name and registered number under which it is registered
with the Registrar of Companies.



 


		1.7	A certificate of an authorised signatory of the relevant Borrower 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.



 


		2	Accession Deed



 


An Accession Deed executed by the
Borrowers including the relevant Borrower and the Guarantor.


 


		3	Finance Documents



 


		3.1	Copies of each Subordinated Finance Document.



 




    	 	144	 



     


    

 


		3.2	A duly executed original of the Shares Security in respect of the relevant Borrower (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 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 Borrower under the Approved
Flag applicable to the relevant Ship;



 


		(b)	is in the absolute and unencumbered ownership of the relevant Borrower save as contemplated by
the Finance Documents;



 


		(c)	maintains the Approved Classification with the Approved Classification Society free of all overdue
recommendations and conditions of the Approved Classification Society; and



 


		(d)	is insured in accordance with the provisions of this Agreement and all requirements in this Agreement
in respect of insurances have been complied with.



 


		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.



 


		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	A valuation of the relevant Ship and any other Ship which is the subject of a Mortgage, 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
14 days before the Utilisation Date from an Approved Valuer, such valuations shall be obtained by the Facility Agent in order to
determine the Market Value of the relevant Ship and the amount to be advanced under the relevant Tranche.



 




    	 	145	 



     


    

 


		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 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 Borrowers accordingly) in connection with the entry into and performance
of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document.



 


		6.3	Such evidence as the Facility Agent may require for the Finance Parties to be able to satisfy each
of their “know your customer” or similar identification procedures in relation to the transactions contemplated by the
Finance Documents.



 




    	 	146	 



     


    

 


SCHEDULE 3 


 


REQUESTS 


 


PART A


 


UTILISATION REQUEST


 


		From:	ATLANTIC BRIDGE SHIPPING CO. LTD.



VOYAGEURS SHIPPING CO. LTD. 


SILVER SURFER SHIPPING CO. LTD. 


ITASCA SHIPPING CO. LTD.


c/o C Transport


Maritime S.A.M.


Gildo Pastor Centre 7


rue du Gabian


MC 98000


Monte Carlo


Monaco


 


		To:	DANISH SHIP FINANCE A/S



Sankt Annea Plads 3


DK-1250 Copenhagen K


Denmark


 


Attention: Loans Administration


 


Dated:
[·]


 


Dear Sirs


 


Atlantic Bridge Shipping Co. Ltd.,
Voyageurs Shipping Co. Ltd., Silver Surfer Shipping Co. Ltd. and Itasca Shipping Co. Ltd. - $77,000,000 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].



 




    	 	147	 



     


    

 


		5	This Utilisation Request is irrevocable.



 


	Yours faithfully	 
	 	 
	 	 
	Name:	 
	Title:	 
	authorised signatory for	 
	ATLANTIC BRIDGE SHIPPING CO. LTD.	 
	 	 
	 	 
	Name: 	 
	Title:	 
	authorised signatory for 	 
	VOYAGEURS SHIPPING CO. LTD.	 
	 	 
	 	 
	Name:	 
	Title:	 
	authorised signatory for	 
	SILVER SURFER SHIPPING CO. LTD.	 
	 	 
	 	 
	Name:	 
	Title:	 
	authorised signatory for	 
	ITASCA SHIPPING CO. LTD.	 


 




    	 	148	 



     


    

 


PART B 


 


SELECTION NOTICE


 


		From:	ATLANTIC BRIDGE SHIPPING CO. LTD. 



VOYAGEURS SHIPPING CO. LTD. 


SILVER SURFER SHIPPING CO. LTD. 


ITASCA SHIPPING CO. LTD.


c/o C Transport


Maritime S.A.M.


Gildo Pastor Centre 7


rue du Gabian


MC 98000


Monte Carlo


Monaco


 


		To:	DANISH SHIP FINANCE A/S



Sankt Annea Plads 3


DK-1250 Copenhagen K


Denmark


 


Attention: Loans Administration


 


Dated:
[·]


 


Dear Sirs


 


Atlantic Bridge Shipping Co. Ltd.,
Voyageurs Shipping Co. Ltd., Silver Surfer Shipping Co. Ltd. and Itasca Shipping Co. Ltd. - $77,000,000 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	 
	ATLANTIC BRIDGE SHIPPING CO. LTD.	 


 




    	 	149	 



     


    

 


	 	 
	Name: 	 
	Title:	 
	authorised signatory for 	 
	VOYAGEURS SHIPPING CO. LTD.	 
	 	 
	 	 
	Name: 	 
	Title:	 
	authorised signatory for	 
	SILVER SURFER SHIPPING CO. LTD.	 
	 	 
	 	 
	Name: 	 
	Title:	 
	authorised signatory for 	 
	ITASCA SHIPPING CO. LTD.	 


 




    	 	150	 



     


    

 


SCHEDULE 4 


 


FORM OF TRANSFER CERTIFICATE


 


		To:	DANISH SHIP FINANCE A/S as Facility Agent



 


		From:	[The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)



 


Dated:
[·]


 


Dear Sirs


 


Atlantic Bridge Shipping Co. Ltd.,
Voyageurs Shipping Co. Ltd., Silver Surfer Shipping Co. Ltd. and Itasca Shipping Co. Ltd. - $77,000,000 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	We refer to Clause 28.5 (Procedure for transfer) of
the Agreement:



 


		(a)	The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender
by novation all of the Existing Lender’s rights and obligations under the Agreement and the other Finance Documents which relate
to that portion of the Existing Lender’s Commitment and participation in the Loan under the Agreement as specified in the Schedule
in accordance with Clause 28.5 (Procedure for transfer) of the Agreement.



 


		(b)	The
proposed Transfer Date is [·].



 


		(c)	The Facility Office and address, fax number and attention details for notices of the New Lender
for the purposes of Clause 37.2 (Addresses) of the Agreement are set out in the Schedule.



 


		3	The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set
out in paragraph (c) of Clause 28.4 (Limitation of responsibility of Existing Lenders) of the Agreement.



 


		4	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 [·].


 


	DANISH SHIP FINANCE A/S	 	 
	 	 	 
	By: [·]	 	 


 




    	 	152	 



     


    

 


SCHEDULE 5 


 


FORM OF ASSIGNMENT AGREEMENT


 


		To:	DANISH SHIP FINANCE A/S as Facility Agent



 


ATLANTIC BRIDGE SHIPPING CO.
LTD., VOYAGEURS SHIPPING CO. LTD., SILVER SURFER SHIPPING CO. LTD. and ITASCA SHIPPING CO. LTD. as Borrowers, for and
on behalf of each [Transaction] Obligor


 


		From:	[the Existing Lender] (the “Existing Lender”)
and [the New Lender] (the “New Lender”)



 


Dated:
[·]


 





Dear Sirs


 


Atlantic Bridge Shipping Co. Ltd.,
Voyageurs Shipping Co. Ltd., Silver Surfer Shipping Co. Ltd. and Itasca Shipping Co. Ltd. - $77,000,000 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 Borrowers), to the Borrowers (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.


 


	DANISH SHIP FINANCE A/S	 	 
	 	 	 
	By:	 	 


 




    	 	155	 



     


    

 


SCHEDULE 6 


 


FORM OF COMPLIANCE CERTIFICATE


 


		To:	DANISH SHIP FINANCE A/S as Facility Agent



 


		From:	GOODBULK LTD. 



[·]


 


Dated:
[·]


 


Dear Sirs


 


Atlantic
Bridge Shipping Co. Ltd., Voyageurs Shipping Co. Ltd., Silver Surfer Shipping Co. Ltd. and Itasca Shipping Co. Ltd. - $77,000,000
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: [·]



 


		3	[We confirm that no Default is continuing.]



 


	Signed:	 	 
	 	Chief Executive Officer 	 
	 	[Parent Guarantor]	 


 


[insert applicable certification language]


 




    	 	156	 



     


    

 


SCHEDULE 7


 


DETAILS OF THE SHIPS


 


	IMO No.	 	To be named	 	Name of 

the

        Borrower 

owner
	 	Type	 	GRT	 	Approved 

Flag and 

port of
    

registration	 	Approved

        Classification

        Society
	 	Approved 

Classification	 	Approved

        Commercial

        Manager
	 	Approved 

Technical

 Manager	 	Nominated
    

Ship Tranche
	9303833	 	“ATLANTIC BRIDGE” (tbr “AQUABRIDGE”)	 	Atlantic Bridge Shipping Co. Ltd.	 	Bulk Carrier	 	177,167	 	Liberia (port of
    Monrovia)	 	Nippon Kaiji Kyokai	 	NS*(BC, SHC 2, 4,
    6, 8 E) (ESP) (IWS) MNS* MPP, LSA, RCF, AFS, BWM	 	C Transport
        Holding Ltd. of

        Clarendon

        House, 2

        Church

        Street,

        Hamilton,

        Bermuda
	 	C Transport

        Maritime

        S.A.M. of 7

        Rue du

        Gabian,

        98000

        Monaco
	 	$6,400,000
	9300570	 	“VOYAGEURS” (tbr “AQUAVOYAGEURS”)	 	Voyageurs Shipping Co. Ltd.	 	Bulk Carrier	 	177,022	 	Liberia (port of
    Monrovia)	 	Nippon Kaiji Kyokai	 	NS*(BC, SHC 2, 4,
    6, 8 E) (ESP) (PSCM) (IWS) MNS* MPP, LSA, RCF, M0, AFS, BWM	 	C Transport Holding Ltd. of

        Clarendon

        House, 2

        Church

        Street,

        Hamilton,

        Bermuda
	 	C Transport

        Maritime

        S.A.M. of 7

        Rue du

        Gabian,

        98000

        Monaco
	 	$6,400,000
	9482940	 	“SILVER SURFER” (tbr “AQUASURFER”)	 	Silver Surfer Shipping Co. Ltd.	 	Bulk Carrier	 	180,000	 	Liberia (port of Monrovia)	 	Korean Registry of Shipping	 	BULK CARRIER ‘ESP’
    (CSR), BC-A (Hold Nos. 2, 4, 6 & 8 may be empty) GRAB[20], SeaTrust (HCM) CLEAN1 IWS ERS BWE IHM PSPC CHA LI, UMA PMS
    STCM	 	C Transport
        Holding Ltd. of

        Clarendon

        House, 2

        Church

        Street,

        Hamilton,

        Bermuda
	 	C Transport

        Maritime

        S.A.M. of 7

        Rue du

        Gabian,

        98000

        Monaco
	 	$12,700,000
	9591739	 	“ITASCA” (tbr “AQUAMARIE”)	 	Itasca

        Shipping
        Co. Ltd.
	 	Bulk Carrier	 	178,896	 	Liberia (port of Monrovia)	 	American Bureau of Shipping	 	Al,Bulk Carrier,BC-A Holds 2,4,6 & 8 may
    be empty,ESP,A MS,ACCU,CSR, CPS, IHM, BWE, UWILD, CRC(I), TCM, GRAB 30	 	C Transport
        Holding Ltd. of

        Clarendon

        House, 2

        Church

        Street,

        Hamilton,

        Bermuda
	 	C Transport

        Maritime

        S.A.M. of 7

        Rue du

        Gabian,

        98000

        Monaco
	 	$11,500,000


 




    	 	157	 



     


    

 


SCHEDULE 8


 


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










 




    	 	158	 



     


    

 


SCHEDULE 9 


 


FORM OF ACCESSION DEED


 


		To:	DANISH SHIP FINANCE A/S as Facility Agent and as Security Agent



 


		From:	Additional Borrower and Parent Guarantor



 


Dated: [·]




 


Dear Sirs


 


$77,000,000
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	Additional Borrower agrees to become an
Additional Borrower and to be bound by the terms of the Agreement and the other Finance Documents as an Additional Borrower pursuant
to Clause 29.3 (Additional Borrowers) of the Agreement. Additional Borrower 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
Borrower becoming an Additional Borrower.



 


		4	Additional Borrower administrative details for the purposes of the Agreement are as follows:



 


Address:


 


Fax No.:


 


Attention:


 


		5	Additional Borrower (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,

                                                                                                     

                                                                                                    




on trust for the Secured Parties on the terms and conditions contained in the Agreement.


 




    	 	159	 



     


    

  


		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 Borrower and is delivered on the date stated above.


 


	Borrowers	 
	 	 
	EXECUTED AS A DEED	 
	By:	)
	 	 
	 	 
	 	 
	 	 
	 	 
	EXECUTED AS A DEED 	 
	By:	)
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	EXECUTED AS A DEED	 
	By:	)
	 	 
	 	 
	 	 
	 	 
	 	 
	EXECUTED AS A DEED	 
	By:	)
	 	 
	 	 
	 	 
	 	 


 




    	 	160	 



     


    

 


	Additional Borrower	 
	 	 
	EXECUTED AS A DEED	 
	By:	)
	 	 
	 	 
	 	 
	 	 
	 	 
	Parent Guarantor	 
	 	 
	EXECUTED AS A DEED	 
	By:	)
	 	 
	 	 
	 	 
	 	 
	 	 
	Security Agent	 
	 	 
	EXECUTED AS A DEED 	 
	By:	)
	 	 
	 	 
	 	 
	 	 
	 	 
	Facility Agent	 
	 	 
	EXECUTED AS A DEED	 
	By:	)
	 	 
	 	 
	 	 
	 	 


 




    	 	161	 



     


    

 


EXECUTION PAGES


 


	BORROWERS	 	 
	 	 	 
	SIGNED by: Stanislao Faina	)	/s/ Stanislao Faina
	duly authorised 	)	 
	for and on behalf of 	)	 
	ATLANTIC SHIPPING CO. LTD. 	)	 
	in the presence of:	)	 


 


	Witness’ signature:
    	)	/s/ Erika Montanaro
	Witness’ name: 	)	Erika Montanaro
	Witness’ address:	)	7, Rue Du Gabian - Monaco Principality
	 	 	 


 


	SIGNED by: Stanislao Faina	)	/s/ Stanislao Faina
	duly authorised 	)	 
	for and on behalf of 	)	 
	VOYAGEURS SHIPPING CO. LTD.	)	 
	in the presence of:	)	 


 


	Witness’ signature:	)	/s/ Erika Montanaro
	Witness’ name:	)	Erika Montanaro
	Witness’ address:	)	7, Rue Du Gabian - Monaco Principality


 


	SIGNED by: Stanislao Faina	)	/s/ Stanislao Faina
	duly authorised	)	 
	for and on behalf of	)	 
	SILVER SURFER SHIPPING CO. LTD.	)	 
	in the presence of:	)	 


 


	Witness’ signature:
    	)	/s/ Erika Montanaro
	Witness’ name: 	)	Erika Montanaro
	Witness’ address:	)	7, Rue Du Gabian - Monaco Principality


 


	SIGNED by: Stanislao Faina	)	/s/ Stanislao Faina
	duly authorised 	)	 
	for and on behalf of 	)	 
	ITASCA SHIPPING CO. LTD. 	)	 
	in the presence of:	)	 


 


	Witness’
    signature: 	)	/s/ Erika Montanaro
	Witness’ name:	)	Erika Montanaro
	Witness’ address:	)	7, Rue Du Gabian - Monaco Principality


 




    	 	162	 



     


    







 


PARENT GUARANTOR


 


	SIGNED by	)	/s/
    Luigi Pulcini
	Name: 	) 	Luigi Pulcini
	Title:	) 	Attorney-in-Fact
	duly authorised 	)	 
	for and on behalf of 	)	 
	GOODBULK LTD.	)	 
	 in the presence of:	)	 


 


	Witness’
    signature:	)	/s/ Erika Montanaro
	Witness’ name:	)	Erika Montanaro
	Witness’ address:	)	7, Rue Du Gabian - Monaco Principality


 


ORIGINAL LENDERS


 


	SIGNED by	)	/s/
    Charlotte Knight
	Name: 	) 	Charlotte Knight
	Title: 	) 	Attorney-in-Fact
	duly authorised 	)	 
	for and on behalf of 	)	 
	DANISH SHIP FINANCE A/S	)	 
	in the presence of:	)	 


 


	Witness’
    signature:	)	/s/
    Shraiya Thapa
	Witness’ name:	)	Shraiya Thapa
	Witness’ address:	)	Trainee Solicitor
	 	  	Watson Farley & Williams LLP
	 	  	15 Appold Street
	 	  	London EC2A 2HB


 


ARRANGER 


 


	SIGNED
    by	)	/s/
    Charlotte Knight
	Name:
    	)	Charlotte Knight
	Title:
    	)	Attorney-in-Fact
	duly
    authorised 	)	 
	for
    and on behalf of 	)	 
	DANISH SHIP FINANCE A/S	)	 
	in
    the presence of:	)	 


 


	Witness’
    signature:	)	/s/ Shraiya Thapa
	Witness’
    name:	)	Shraiya Thapa
	Witness’
    address:	)	Trainee Solicitor
	 		Watson Farley & Williams LLP
	 	  	15 Appold Street
	 	  	London EC2A 2HB


 






    	 	163	 



     


    




 


FACILITY AGENT


 


	SIGNED by	)	/s/ Charlotte Knight
	Name: 	)	Charlotte Knight
	Title: 	)	Attorney-in-Fact
	duly authorised 	)	 
	for and on behalf of 	)	 
	DANISH SHIP FINANCE A/S	)	 
	in the presence of:	)	 


 


 


	Witness’
    signature:	)	/s/ Shraiya Thapa
	Witness’
    name:	)	Shraiya Thapa
	Witness’
    address:	)	Trainee Solicitor
	 		Watson Farley & Williams LLP
	 	  	15 Appold Street
	 	  	London EC2A 2HB


 


SECURITY AGENT


 





	SIGNED by	)	/s/ Charlotte Knight
	Name: 	)	Charlotte Knight
	Title: 	)	Attorney-in-Fact
	duly authorised 	)	 
	for and on behalf of 	)	 
	DANISH SHIP FINANCE A/S	)	 
	in the presence of:	)	 


 





	Witness’
    signature:	)	/s/ Shraiya Thapa
	Witness’ name:	)	Shraiya Thapa
	Witness’ address:	)	Trainee Solicitor
	 		Watson Farley & Williams LLP
	 	  	15 Appold Street
	 	  	London EC2A 2HB





 



    	 	164