Exhibit 4.38

    

     

    

     

    

    $25,000,000

    Secured Loan Agreement

    Dated 27 June 2019

    	
            (1)

          	
            Kaben Shipping Company Inc.

              Taroa Shipping Company Inc.

              Gala Properties Inc.

              (as Borrowers)

          
	 	 
	
            (2)

          	
            Diana Shipping Inc.

              (as Original Guarantor)

          
	 	 
	
            (3)

          	
            The Financial Institutions

              listed in Schedule 1

              (as Original Lenders)

          
	 	 
	
            (4)

          	
            ABN AMRO Bank N.V.

              (as Lender)

          
	 	 
	
            (5)

          	
            ABN AMRO Bank N.V.

              (as Facility Agent)

          
	 	 
	
            (5)

          	
            ABN AMRO Bank N.V.

              (as Swap Provider)

          
	 	 
	
            (6)

          	
            ABN AMRO Bank N.V.

              (as Security Agent)

          
	 	 
	 	 


    

    

    	
             

            Stephenson Harwood LLP

            Ariston Build ng. 2nd Floor

            Filellinon 2 & Akb Miaouti. 185 36 Praeus. Greece

            T +30 210 429 5160 I F +30 210 429 5166

            wwwshlegal.corn

          	
            

          


    
      
        


    

    

    

    Contents

    Page

    	
            Section 1

          	
            Interpretation

          	
            2

          
	
            1

          	
            Definitions and Interpretation

          	
            2

          
	
            Section 2

          	
            The Loan

          	
            25

          
	
            2

          	
            The Loan

          	
            25

          
	
            3

          	
            Purpose

          	
             25

          
	
            4

          	
            Conditions of Utilisation

          	
             25

          
	
            Section 3

          	
            Utilisation

          	
            27

          
	
            5

          	
            Advance

          	
            27

          
	
            Section 4

          	
            Repayment, Prepayment and Cancellation

          	
            28

          
	
            6

          	
            Repayment

          	
            28

          
	
            7

          	
            Illegality, Prepayment and Cancellation

          	
             28

          
	
            Section 5

          	
            Costs of Utilisation

          	
            32

          
	
            8

          	
            Interest

          	
             32

          
	
            9

          	
            Interest Periods

          	
             32

          
	
            10

          	
            Changes to the Calculation of Interest

          	
             33

          
	
            11

          	
            Fees

          	
            34

          
	
            Section 6

          	
            Additional Payment Obligations

          	
            35

          
	
            12

          	
            Tax Gross Up and Indemnities

          	
             35

          
	
            13

          	
            Increased Costs

          	
            44

          
	
            14

          	
            Other Indemnities

          	
             46

          
	
            15

          	
            Mitigation by the Lenders

          	
            48

          
	
            16

          	
            Costs and Expenses

          	
            49

          
	
            Section 7

          	
            Accounts and Application of Earnings

          	
            51

          
	
            17

          	
            Accounts

          	
             51

          
	
            18

          	
            Additional Security

          	
             52

          
	
            19

          	
            Guarantee and Indemnity

          	
             53

          


    

    

    
      
        


    

    	
            Section 8

          	
            Representations, Undertakings and Events of Default

          	
            57

          
	
            20

          	
            Representations

          	
             57

          
	
            21

          	
            Information Undertakings

          	
            63

          
	
            22

          	
            Financial Covenants

          	
             66

          
	
            23

          	
            General Undertakings

          	
             67

          
	
            24

          	
            Events of Default

          	
             74

          
	
            Section 9

          	
            Changes to Parties

          	
            80

          
	
            25

          	
            Changes to the Lenders

          	
            80

          
	
            26

          	
            Changes to the Obligors

          	
             86

          
	
            Section 10

          	
            The Finance Parties

          	
            87

          
	
            27

          	
            Role of the Agent, the Security Agent

          	
             87

          
	
            28

          	
            Parallel Debt (Covenant to pay the Security Agent)

          	
            99

          
	
            29

          	
            Application of Proceeds

          	
            100

          
	
            30

          	
            Conduct of Business by the Finance Parties

          	
            102

          
	
            31

          	
            Sharing among the Finance Parties

          	
            102

          
	
            Section 11

          	
            Administration

          	
            104

          
	
            32

          	
            Payment Mechanics

          	
            104

          
	
            33

          	
            Set-Off

          	
            107

          
	
            34

          	
            Notices

          	
            107

          
	
            35

          	
            Calculations and Certificates

          	
            110

          
	
            36

          	
            Partial Invalidity

          	
            111

          
	
            37

          	
            Remedies and Waivers

          	
            111

          
	
            38

          	
            Amendments and Waivers

          	
            111

          
	
            39

          	
            Confidentiality

          	
            118

          
	
            40

          	
            Disclosure of Lender Details by Agent

          	
            122

          
	
            41

          	
            Counterparts

          	
            123

          
	
            42

          	
            Joint and Several Liability

          	
            124

          
	
            Section 12

          	
            Governing Law and Enforcement

          	
            126

          
	
            43

          	
            Governing Law

          	
            126

          


    

    

    
      
        


    

    	
            44

          	
            Enforcement

          	
            126

          
	
            Schedule 1

          	
            Part I The Original Lenders

          	
            127

          
	
            Schedule 2

          	
            Part I Initial Conditions Precedent

          	
            128

          
	 	
            Part II

          	
            131

          
	 	
            Utilisation Conditions Precedent

          	
            131

          
	 	
            Part III

          	
            134

          
	 	
            Conditions Subsequent

          	
            134

          
	
            Schedule 3

          	
            Utilisation Request

          	
            135

          
	
            Schedule 4

          	
            Form of Transfer Certificate

          	
            136

          
	
            Schedule 5

          	
            Form of Assignment Agreement

          	
            139

          
	
            Schedule 6

          	
            Form of Accession Deed

          	
            143

          
	
            Schedule 7

          	
            Form of Compliance Certificate

          	
            145

          


    

    

    
      
        


    

    
    

    

    Loan Agreement

    Dated 27 June 2019

    Between:

    	
            (1)

          	
            Kaben Shipping Company Inc. ("Kaben"),
                Taroa Shipping Company Inc. ("Taroa") and Gala Properties Inc. ("Gala"), each a company incorporated under the law of the Republic of the Marshall Islands, with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960
                  (together, the "Borrowers" and each a "Borrower") jointly and severally; and

          
	 	 
	
            (2)

          	
            Diana Shipping Inc., a company incorporated under the law of the Republic of the
                  Marshall Islands, with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (the "Original Guarantor"); and

          
	 	 
	
            (3)

          	
            The Financial Institutions listed in Schedule 1 (The Parties), each acting through its Facility Office (together, the "Original Lenders" and each an "Original Lender"); and

          
	 	 
	
            (4)

          	
            ABN AMRO Bank N.V., a banking corporation duly incorporated under the laws of the
                  Netherlands whose registered office is at Gustav Mahlerlaan 10, 1082 PP Amsterdam, The Netherlands, acting as agent through its office at Coolsingel 93, 3012 AE Rotterdam, The Netherlands (in that capacity, the "Agent"); and

          
	 	 
	
            (5)

          	
            ABN AMRO Bank N.V., acting as swap provider through its office at Coolsingel 93, 3012
                  AE Rotterdam, The Netherlands (in that capacity, the "Swap Provider"); and

          
	 	 
	
            (6)

          	
            ABN AMRO Bank N.V., acting as security agent through its office at Coolsingel 93, 3012
                  AE Rotterdam, The Netherlands (in that capacity, the "Security Agent").

          
	 	 


    It is agreed as follows:

    
      Page 1

      
        


    

    
      
        	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 6 (Form of Accession Deed).

    "Account Holder" means ABN AMRO Bank N.V. a banking corporation duly incorporated under the laws of the Netherlands whose registered office is at Gustav Mahlerlaan 10, 1082
        PP Amsterdam, The Netherlands acting through its branch at Coolsingel 93, 3012 AE Rotterdam, The Netherlands or any other bank or financial institution which at any time, with the Security Agent's prior written consent, holds the Earnings Accounts.

    "Account Security Deed" means a first priority account security deed in respect of all amounts from time to time
        standing to the credit of the Earnings Accounts.

    "Additional Guarantor" means a company which becomes an Additional Guarantor in accordance with Clause 26 (Changes to the Obligors).

    "Administration" has the meaning given to
      it in paragraph 1.1.3 of the ISM Code.

    "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.

    "Annex VI" means Annex VI (Regulations for the Prevention of Air Pollution from Ships) to the
        International Convention for the Prevention of Pollution from Ships 1973 (as modified in 1978 and 1997).

    "Assignments" means first priority deeds of
      assignment of the Insurances, Earnings, Charters and Requisition Compensation of the Vessels from the Borrowers; and first priority assignments of the Insurances from the Managers contained in the Managers' Undertakings.

    "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 or registration.

    "Availability Period" means the period from
      and including the date of this Agreement to and including 31 July 2019 or such later date as may be agreed by the Lenders.

    "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 respect of the Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

              


      

    

    

    

    
      Page 2

      
        


    

    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 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, Athens, New York, Amsterdam and Rotterdam.

    "Charged Property" means all of the assets of the Obligors which from time to time are, or are
      expressed to be, the subject of the Security Documents.

    "Charters" means any time or bareboat charter or contract of employment in respect of a Vessel with
      a duration exceeding (or capable of exceeding) 12 months and "Charter" means any one of them.

    "Charterer" means any entity which has entered into or will enter into a Charter with a Borrower in
      respect of Vessel.

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

    "Commitment" means:

    
      
        	

              	(a)	
                in relation to an Original Lender, the amount set opposite its name under the heading "Commitment" in Part I 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.

    "Commitment Fee" means the commitment fee to be paid by the Borrowers to the Agent under Clause
      11.1 (Commitment Fee).

    "Compliance Certificate" means a certificate substantially in the form set out in Schedule 7 (Form of Compliance Certificate).

    "Confidential Information" means all information relating to any Obligor, any other member of the
      Group, the Finance Documents or the Loan 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 Loan from either:

    
      
        	

              	(a)	
                any Obligor , any other 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 Obligor , any other member of the Group or any of its advisers,

              


      

    

    
      Page 3

      
        


    

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

    
      
        	

              	(i)	
                is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 39 (Confidentiality); or

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(iii)	
                is known by that Finance Party before the date the information is disclosed to it in accordance with (a) or (b) 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 any Obligor or any other member of 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.

              


      

    

    "Confidentiality Undertaking" means a confidentiality
      undertaking substantially in a recommended form of the Loan Market Association at the relevant time.

    "Confirmation" means a Confirmation exchanged or deemed to
      be exchanged between the Swap Provider and the Borrowers as contemplated by the Master Agreement.

    "Credit Support Document" means any document described as such in the Master Agreement and any other document referred to in any such document which has the effect of creating security in favour of any of the Finance Parties.

    "Credit Support Provider" means any person (other than a Borrower) described as such in the Master Agreement.

    "CTA" means the
      Corporation Tax Act 2009.

    "Default" means an Event of Default or any event or
      circumstance 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.

    "Defaulting Lender" means any
        Lender:

    
      
        	

              	(a)	
                which has failed to make its participation in the Loan
                    available (or has notified the Agent or the Borrowers (which have notified the Agent) that it will not make its participation in the Loan
                    available) by the Utilisation Date of the Loan in accordance with Clause 5.3 (Lenders' participation); or

              


      

    

    
      
        	

              	(b)	
                which has otherwise rescinded or repudiated a Finance Document; or

              


      

    

    
      
        	

              	(c)	
                with respect to which an Insolvency Event has occurred and is continuing, 

                

              


         

          unless, in the case of (a):

        

      

    

    
      
        	

              	(i)	
                its failure to pay is caused by:

              


      

    

    
      Page 4

      
        


    

    
      
        	

              	(A)	
                administrative or technical error; or

              


      

    

    
      
        	

              	(B)	
                a Disruption Event; and

              


      

    

    payment is made within three Business Days of its due date; or

    
      
        	

              	(ii)	
                the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

              


      

    

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

    "Diana Shipping" means Diana Shipping Services S.A., a
      company incorporated under the laws of Panama with its office at Edificio Universal, Piso 12, Avenida Federico Boyd, Panama, Republic of Panama, having its established office in Greece at Pendelis 16, 175 64 Palaio Faliro, Athens, Greece pursuant to
      the provisions of Greek Law 27/1975.

    "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 Loan (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

              


      

    

    
      
        	

              	(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 preventing
                  that, or any other Party:

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(ii)	
                from communicating with other Parties 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 whose operations are disrupted.

    "DOC" means, in relation to the ISM Company, a valid
      Document of Compliance issued for the ISM Company by the Administration under paragraph 13.2 of the ISM Code.

    "Earnings" means all hires, freights, passage moneys, pool
      income and other sums payable to or for the account of a Borrower and/or Charterer in respect of a Vessel including (without limitation) all remuneration for salvage and towage services, demurrage and detention moneys, contributions in general
      average, compensation in respect of any requisition for hire, and damages and other payments (whether awarded by any court or arbitral tribunal or by agreement or otherwise) for breach, termination or variation of any contract for the operation,
      employment or use of a Vessel.

    
      Page 5

      
        


    

    "Earnings Accounts" means the bank accounts to be opened in the names of the Borrowers with the Account Holder and designated "Kaben Shipping Company Inc. -Earnings Account", "Taroa Shipping Company Inc. - Earnings Account" and
      "Gala Properties Inc. - Earnings Account".

    "Encumbrance"
      means a mortgage, charge, assignment, pledge, lien or other security interest securing any obligation of any
        person or any other agreement or arrangement having a similar effect.

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

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

    "Environmental Incident" means:

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    "Environmental Law" means any present or future law or regulation 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.

    
      Page 6

      
        


    

    "Environmentally Sensitive Material" means 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 Ship Recycling Regulation" means Regulation (EU) No 1257/2013 of the European Parliament and of
      the Council of 20 November 2013 on ship recycling and amending Regulation (EC) No 1013/2006 and Directive 2009/16/EC (Text with EEA relevance).

    "Event of Default" means any event or circumstance specified as such in Clause 24 (Events of Default).

    "Existing Borrowers" means Tuvalu Shipping Company Inc., Jabat Shipping Company Inc. and Bikini
      Shipping Company Inc., each a company incorporated under the laws of the Republic of the Marshall Islands, with registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960.

    "Existing Facility" means a facility agreement dated 26 March 2015 (as amended and supplemented
      from time to time) entered into between, among others, (1) the Existing Borrowers (as joint and several borrowers), (2) certain banks (as lenders) and (3) ABN AMRO Bank N.V. (as agent and security agent), in connection with a term loan of up to
      $53,000,000.

    "Facility Office" means:

    
      
        	

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

              


      

    

    
      
        	

              	(b)	
                in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

              


      

    

    "Facility Period" means the period beginning on the date of this Agreement and ending on the date
      when the whole of the Indebtedness has been paid in full and the Obligors have ceased to be under any further actual or contingent liability to the Finance Parties under or in connection with the Finance Documents.

    "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 (a); or

              


      

    

    
      
        	

              	(c)	
                any agreement pursuant to the implementation of any treaty, law or regulation referred to in (a) or (b) with the US Internal Revenue Service,

              


      

    

    
      Page 7

      
        


    

    the US government or any governmental or taxation authority in any other jurisdiction.

    "FATCA Application Date" means:

    
      
        	

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

              


      

    

    
      
        	

              	(b)	
                In relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within (a), the first date from which such payment may become subject to a
                  deduction or withholding required by FATCA.

              


      

    

    "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 the Agent and the Borrowers or the Security Agent and the Borrowers setting out any of the fees referred to in Clause 11 (Fees).

    "Finance Documents" means this Agreement, the Master
      Agreement, the Security Documents, any Accession Deed, any Compliance Certificate, the Utilisation Request, the Fee Letter and any other document designated as such by the Agent and the Borrowers.

    "Finance Par-ties" means the Agent, the Security Agent, the Swap Provider and the Lenders.

    "Financial Indebtedness" means any indebtedness for or in respect of:

    
      
        	

              	(a)	
                moneys borrowed and debit balances at banks or other financial institutions;

              


      

    

    
      
        	

              	(b)	
                any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(f)	
                any Treasury Transaction (and, when calculating the value of that Treasury 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 Treasury Transaction, that amount) shall be taken into account);

              


      

    

    
      Page 8

      
        


    

    
      
        	

              	(g)	
                any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution
                  in respect of (i) an underlying liability of an entity which is not an Obligor or a member of the Group which liability would fall within one of the other sections of this definition or (ii) any liabilities of any Obligor or any other
                  member of the Group relating to any post-retirement benefit scheme;

              


      

    

    
      
        	

              	(h)	
                any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the end of the Facility Period or are otherwise classified as
                  borrowings under GAAP;

              


      

    

    
      
        	

              	(I)	
                any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to
                  finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 30 days after the date of supply;

              


      

    

    
      
        	

              	(j)	
                any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a
                  borrowing or otherwise classified as borrowings under GAAP; and

              


      

    

    
      
        	

              	(k)	
                the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in (a) to (j).

              


      

    

    "GAAP" means generally accepted accounting principles in the US, including IFRS. "Group" means the
      Original Guarantor and its Subsidiaries.

    "Guarantee" means a guarantee and indemnity in respect of the obligations of each other Obligor
      granted by each Guarantor and contained in Clause 19 (Guarantee and Indemnity).

    "Guarantor" means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a
      Guarantor in accordance with Clause 26 (Changes to the Obligors).

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

    "IAPPC" means a valid international air pollution prevention certificate for a Vessel issued under
      Annex VI.

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

    "Indebtedness" means the aggregate from time to time of: the amount of the Loan outstanding; all
      accrued and unpaid interest on the Loan; and all other sums of any nature (together with all accrued and unpaid interest on any of those sums) payable to any of the Finance Parties under all or any of the Finance Documents.

    "Insolvency Event" in relation to an entity means that the entity:

    
      Page 9

      
        


    

    
      
        	

              	(a)	
                is dissolved (other than pursuant to a consolidation, amalgamation or merger);

              


      

    

    
      
        	

              	(b)	
                becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

              


      

    

    
      
        	

              	(c)	
                makes a general assignment, arrangement or composition with or for the benefit of its creditors;

              


      

    

    
      
        	

              	(d)	
                institutes or has instituted against it, by a
                    regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency
                    or bankruptcy or any other relief under any
                    bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

              


      

    

    
      
        	

              	(e)	
                has instituted against it a proceeding seeking a
                    judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in (d) and:

              


      

    

    
      
        	

              	(i)	
                results in a judgment of insolvency or
                    bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

              


      

    

    
      
        	

              	(ii)	
                is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

              


      

    

    
      
        	

              	(f)	
                has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

              


      

    

    
      
        	

              	(g)	
                seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver,
                    trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or
                    is made, by a person or entity described in (d));

              


      

    

    
      
        	

              	(h)	
                has a secured party take possession of ail or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

              


      

    

    
      Page 10

      
        


    

    
      
        	

              	(i)	
                causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in (a) to
                  (i); or

              


      

    

    
      
        	

              	(j)	
                takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

              


      

    

    "Insurances" means all policies and contracts of insurance
      (including all entries in protection and indemnity or war risks associations) which are from time to time taken out or entered into in respect of or in connection with a Vessel or her increased value or her Earnings and (where the context permits)
      all benefits under such contracts and policies, including all claims of any nature and returns of premium.

    "Interest Period" means 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 LIBOR, the
      rate which results from interpolating on a linear basis between:

    
      
        	

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

              


      

    

    
      
        	

              	(b)	
                the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the relevant Interest Period,

              


      

    

    each as of 11.00 a.m. on the Quotation Day for dollars.

    "Inventory of Hazardous Materials" means a statement of compliance issued by the relevant
      classification society which includes a list of any and all materials known to be potentially hazardous utilised in the construction of the Vessel also referred to as List of Hazardous Materials.

    "ISM Code" means the International Management Code for the
      Safe Operation of Ships and for Pollution Prevention.

    "ISM Company" means, at any given time, the company
      responsible for a Vessel's compliance with the ISM Code under paragraph 1.1.2 of the ISM Code.

    "ISPS Code" means the International Ship and Port Facility
      Security Code.

    "ISSC" means a valid international ship security certificate for a Vessel issued under the ISPS
      Code.

    "ITA" means the Income Tax Act 2007.

    "Joint Venture" means any joint venture entity, whether a
      company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.

    "Legal Opinion" means any legal opinion delivered to the
      Agent under Clause 4.1 (Initial conditions precedent) or Clause 4.3 (Conditions subsequent).

    "Legal Reservations" means:

    
      Page 11

      
        


    

    
      
        	

              	(a)	
                the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency,
                  reorganisation and other laws generally affecting the rights of creditors;

              


      

    

    
      
        	

              	(b)	
                the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty
                  may be void and defences of set-off or counterclaim;

              


      

    

    
      
        	

              	(c)	
                similar principles, rights and defences under the laws of any Relevant Jurisdiction; and

              


      

    

    
      
        	

              	(d)	
                any other matters which are set out as qualifications or reservations as to matters of law of general application in the Legal Opinions.

              


      

    

    "Lender" means:

    
      
        	

              	(a)	
                any Original Lender; and

              


      

    

    
      
        	

              	(b)	
                any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 25 (Changes
                    to the Lenders),

              


      

    

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

    "LIBOR"
      means:

    
      
        	

              	(a)	
                the applicable Screen Rate; or

              


      

    

    
      
        	

              	(b)	
                (if no Screen Rate is available for the relevant Interest Period) the Interpolated Screen Rate; or

              


      

    

    
      
        	

              	(c)	
                if (i) no Screen Rate is available for the currency of the Loan or (ii) no Screen Rate is available for the relevant Interest Period and it is not possible to calculate the
                  Interpolated Screen Rate) the Reference Bank Rate,

              


      

    

    as of 11.00 a.m. on the Quotation Day for dollars and for a period equal in length to the relevant Interest Period and, if that rate is
      less than zero, LIBOR shall be deemed to be zero.

    "Limitation
        Acts" means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

    "Loan" means the aggregate amount advanced or to be
      advanced by the Lenders to the Borrowers under Clause 2 (The Loan) or, where the context permits, the principal amount advanced and for the time being outstanding.

    "Majority Lenders"
      means a Lender or Lenders whose Commitments aggregate more than 662/3% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 662/3% of the Total Commitments
      immediately prior to the reduction).

    
      Page 12

      
        


    

    "Management Agreements" means the agreements for the technical and commercial management of the
      Vessels entered or to be entered into between the Borrowers respectively and the Managers.

    "Managers" means Diana Shipping or Diana Wilhelmsen Management Limited a company incorporated and
      existing under the laws of the Republic of Cyprus having its registered office at 21 Vasili Michailidi Street, 3026 Limassol, Cyprus or any other company which the Agent (acting on the instructions of the Majority Lenders) may approve from time to
      time as the manager of a Vessel.

    "Managers' Undertakings" means written undertakings of the Managers in form and substance
      acceptable to the Agent.

    "Mandatory Cost" means, in respect of the Lenders, the cost to a Lender (as conclusively certified
      by it) of complying with any requirements of any competent authority or agency relating to monetary control and liquidity (including reserve asset and/or special deposit or liquidity requirements or other requirements having the same or a similar
      purpose whether or not having the force of law but with which it is customary to comply) in relation to making available the Loan.

    "Margin" means 2.25 per cent per annum.

    "Market Value" means the value of a Vessel or any other vessel over which additional security has
      been created or which is being offered as additional security in accordance with Clause 18 (Additional Security) conclusively determined by an approved shipbroker appointed by, and reporting to, the Agent on
      the basis of a charter-free sale for prompt delivery for cash at arm's length on normal commercial terms as between a willing seller and a willing buyer and evidenced by a valuation (in form and substance acceptable to the Agent) of that Vessel or
      vessel addressed to the Agent certifying a value for that Vessel or vessel and, where two valuations have been obtained, such value shall be the arithmetic average of two (2) valuations (in form and substance acceptable to the Agent) of that Vessel
      addressed to the Agent certifying the value for that Vessel.

    "Master Agreement" means any ISDA Master Agreement (or any other form of master agreement relating
      to interest or currency exchange transactions) entered into between the Swap Provider and the Borrowers before or during the Facility Period, including each Schedule to any Master Agreement and each Confirmation exchanged under any Master Agreement.

    "Master Agreement Proceeds" means any and all sums due and payable to the Borrowers or any of them
      under the Master Agreement following an Early Termination Date (subject always to all rights of netting and set-off contained in the Master Agreement) and all rights to require and enforce the payment of those sums.

    "Master Agreement Proceeds Charge" means a first priority deed of charge over the Master Agreement
      Proceeds.

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

    
      Page 13

      
        


    

    
      
        	

              	(a)	
                the business, operations, property, condition (financial or otherwise) or prospects of any Obligor or the Group taken 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 Encumbrance granted or purporting 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.

              


      

    

    "Maximum Loan Amount" means an amount equal to the lesser of:

    
      
        	

              	(a)	
                $25,000,000; and

              


      

    

    
      
        	

              	(b)	
                55% of the aggregate Market Value of the Vessels on the Utilisation Date evidenced by the valuations received by the Agent under Clause 4.1 (Initial conditions precedent).

              


      

    

    "Minimum Liquidity Amount" means an aggregate amount of not less than $400,000.

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

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

    "Mortgages"
      means first preferred mortgages over the Vessels.

    "New Lender" has the meaning given to that term in Clause 25.1 (Assignments and transfers by the Lenders).

    "Non-Consenting Lender" has the meaning given to that term in Clause 38.5.4 (Replacement of Lender).

    "Obligor"
      means each Borrower and each Guarantor.

    "Original
        Financial Statements" means the audited consolidated financial statements of the Original Guarantor for the financial year ended 31 December 2018.

    
      Page 14

      
        


    

    "Original Jurisdiction" means, in relation to an Obligor, the jurisdiction under whose laws that
      Obligor is incorporated as at the date of this Agreement or, in the case of an Additional Guarantor, as at the date on which that Additional Guarantor becomes Party as a Guarantor.

    "Party" means a party to this Agreement.

    "Permitted Disposal" means any sale, lease, licence, transfer or other disposal:

    
      
        	

              	(a)	
                of assets in exchange for other assets comparable or superior as to type, value and quality (other than an exchange of a non-cash asset for cash);

              


      

    

    
      
        	

              	(b)	
                of obsolete or redundant equipment for cash;

              


      

    

    
      
        	

              	(c)	
                arising as a result of any Permitted Encumbrance; and

              


      

    

    
      
        	

              	(d)	
                of a Vessel made in accordance with this Agreement.

              


      

    

    "Permitted Encumbrance" means:

    
      
        	

              	(a)	
                any Encumbrance which has the prior written approval of the Agent;

              


      

    

    
      
        	

              	(b)	
                any Encumbrance created or expressed to be created under or pursuant to or evidenced by the Security Documents;

              


      

    

    
      
        	

              	(c)	
                any Encumbrance arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by an Obligor;

              


      

    

    
      
        	

              	(d)	
                any Quasi-Security arising as a result of a disposal which is a Permitted Disposal; and

              


      

    

    
      
        	

              	(e)	
                any right of pledge and/or set off under and pursuant to the general banking conditions (Algemene Bankvoorwaarden) of ABN AMRO Bank N.V.

              


      

    

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

    "Quasi-Security" has the meaning given to that term in Clause 23.9 (Negative pledge).

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

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

    
      
        	

              	(a)	
                in relation to LIBOR as either:

              


      

    

    
      Page 15

      
        


    

    
      
        	

              	(i)	
                if:

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(B)	
                it consists of a single figure,

              


      

    

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

    
      
        	

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

              


      

    

    "Reference Banks"
      means, in relation to LIBOR, the principal London offices of ABN AMRO Bank N.V. or such other banks as may be appointed by the Agent.

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

    "Relevant Documents" means the Finance Documents, the Management Agreements, any Charter and each Borrower's constitutional documents.

    "Relevant Market"
      means the London interbank market.

    "Relevant Jurisdiction" means, in relation to an Obligor:

    
      
        	

              	(a)	
                its Original Jurisdiction;

              


      

    

    
      
        	

              	(b)	
                any jurisdiction where any asset subject to or intended to be subject to a Security Document to be executed 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 for payment of a Repayment Instalment in accordance with Clause 6 (Repayment).

    "Repayment Instalment" means any instalment of the Loan to be repaid by the Borrowers under Clause 6 (Repayment).

    "Repeating Representations" means each of the representations set out in Clause 20 (Representations) other than the representations contained in Clauses 20.1.12 (a) to (c), 20.1.8 (No


        filing or stamp taxes), 20.1.9 (Deduction of Tax) and 20.1.16 (Taxation).

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

    
      Page 16

      
        


    

    "Requisition Compensation" means all compensation or other
      money which may from time to time be payable to a Borrower as a result of a Vessel being requisitioned for title or in any other way compulsorily acquired (other than by way of requisition for hire).

    "Restricted Party" means a person:

    
      
        	

              	(a)	
                listed on or owned or controlled by a person listed on any Sanctions List; or

              


      

    

    
      
        	

              	(b)	
                located in, organised 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 which
                  is a subject of country-wide or territory-wide Sanctions (including, without limitation, at the date of this Agreement, Cuba, Iran, North Korea, Syria and Sudan); or

              


      

    

    
      
        	

              	(c)	
                otherwise a subject of Sanctions.

              


      

    

    "Sanctions" means any trade, economic or financial
      sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by a Sanctions Authority with which the Borrowers (or Lenders) are legally bound to comply.

    "Sanctions Authority" means:

    
      
        	

              	a.	
                the Security Council of the United Nations;

              


      

    

    
      
        	

              	b.	
                the United States;

              


      

    

    
      
        	

              	c.	
                the United Kingdom;

              


      

    

    
      
        	

              	d.	
                the European Union

              


      

    

    
      
        	

              	e.	
                any member state of the European Union (including, without limitation, The Netherlands);

              


      

    

    
      
        	

              	f.	
                any country in which any Obligor is registered or has material (financial or otherwise) interests or operations); and

              


      

    

    
      
        	

              	g	
                the governments and official institutions or agencies of any of paragraphs (a) to (f) above, including without limitation the U.S. Office of Foreign Asset Control ("OFAC"), the U.S. Department of State, and Her Majesty's Treasury ("HMT").

              


      

    

    "Sanctions List" means the Specially Designated Nationals
      and Blocked Persons list maintained by OFAC, the Consolidated List of Financial Sanctions Targets maintained by HMT, or any similar list maintained by, or public announcement of Sanctions designation made by, a Sanctions Authority, each as amended,
      supplemented or substituted from time to time.

    "Screen Rate" means in relation to LIBOR, the London
      interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on pages LIBOR01 or LIBOR02 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

    
      Page 17

      
        


    

    place of Thomson Reuters. If such
        page or the service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Borrowers.

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

    "Security Documents" means the Mortgages, the Assignments, each Guarantee, the Account Security Deed, the Share Securities, the Managers' Undertakings, the Master
      Agreement Proceeds Charge and any other Credit Support Documents or (where the context permits) any one or more of them, and any other
      agreement or document which may at any time be executed by any person as security for the payment of EM or any part of the Indebtedness.

    "Share Securities" means first
        priority pledges of all the issued shares of the Borrowers.

    "SMC" means a valid safety management certificate issued for a Vessel by or on behalf of the Administration under paragraph 13.7 of the ISM Code.

    "Subsidiary" means a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006.

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

    "Termination Date" means the date falling on the earlier of (a) live (5) years from the Utilisation Date and (b) 31st July 2024.

    "Total Commitments" means the
        aggregate of the Commitments.

    "Total Loss" means:

    
      
        	

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

              


      

    

    
      
        	

              	(b)	
                the requisition for title or compulsory acquisition of a Vessel by any government or other competent authority (other than by way of requisition for hire); or

              


      

    

    
      
        	

              	(c)	
                the capture, seizure, arrest, detention,
                    hijacking, theft, condemnation as prize, confiscation or forfeiture of a Vessel (not falling within (b)), unless that Vessel is released and returned to the possession of the relevant Borrower within 30 days after the capture, seizure, arrest, detention, hijacking, theft, condemnation as prize, confiscation or forfeiture in question.

              


      

    

    "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 Agent and the Borrowers.

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

    
      Page 18

      
        


    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    "Treasury Transactions" means any derivative transaction
      entered into in connection with protection against or benefit from fluctuation in any rate or price.

    "Trust Property" means:

    
      
        	

              	(a)	
                all benefits derived by the Security Agent from any Finance Document; and

              


      

    

    
      
        	

              	(b)	
                all benefits arising under (including, without limitation, all proceeds of the enforcement of) each of the Security Documents,

              


      

    

    excluding any benefits arising solely for the benefit of the Security Agent.

    "Unpaid Sum" means any sum due and payable but unpaid by
      any Obligor under the Finance Documents.

    "US" means the United States of America.

    "Utilisation" means any part of the Loan advanced or to be
      advanced pursuant to a Utilisation Request.

    "Utilisation Date" means the date on which the Loan is
      advanced under Clause 5 (Advance).

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

    "VAT" means:

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    "Vessel A" means the m.v. "SELINA" with IMO number 9473183
      currently registered under the flag of the Republic of the Marshall Islands in the ownership of Kaben and everything now or in the future belonging to her on board and ashore.

    "Vessel B" means the m.v. "ISMENE" with IMO number 9493535
      currently registered under the flag of the Republic of the Marshall Islands in the ownership of Taroa and everything now or in the future belonging to her on board and ashore.

    "Vessel C" means the m.v. "HOUSTON" with IMO number 9539602
      currently registered under the flag of the Republic of the Marshall Islands in the ownership of Gala and everything now or in the future belonging to her on board and ashore.

    "Vessels" means Vessel A, Vessel B and Vessel C and each a "Vessel".

    
      Page 19

      
        


    

    
      
        	1.2	
                Construction.  Unless a contrary indication appears, any reference in this Agreement to:

              


      

    

    
      
        	

              	1.2.1	
                any "Lender", any "Borrower", any "Guarantor", the "Agent", the "Swap Provider", any "Secured



                    Party", the "Security Agent", any "Finance Party" or any "Party" shall be construed so as to include its successors in title, permitted assignees and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

              


      

    

    
      
        	

              	1.2.2	
                "assets" includes present
                    and future properties, revenues and rights of every description;

              


      

    

    
      
        	

              	1.2.3	
                a "Finance


                    Document'', a "Security Document", a "Relevant Document" or any other agreement or instrument is a reference to that Finance
                    Document, Security Document, Relevant Document or other agreement or instrument as
                    amended, novated, supplemented, extended or restated from time to time;

              


      

    

    
      
        	

              	1.2.4	
                a "group of Lenders" includes all the Lenders;

              


      

    

    
      
        	

              	1.2.5	
                "guarantee" means (other than in Clause 19 (Guarantee and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or
                    to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to
                    meet its indebtedness;

              


      

    

    
      
        	

              	1.2.6	
                "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;

              


      

    

    
      
        	

              	1.2.7	
                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);

              


      

    

    
      
        	

              	1.2.8	
                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 of any regulatory, self-regulatory or other authority or organisation;

              


      

    

    
      
        	

              	1.2.9	
                a provision of law is a reference to that
                    provision as amended or re-enacted from time to time;

              


      

    

    
      
        	

              	1.2.10	
                a time of day (unless otherwise specified) is a reference to London time; and

              


      

    

    
      
        	

              	1.2.11	
                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.

              


      

    

    
      Page 20

      
        


    

    
      
        	1.3	
                Headings Section, Clause and Schedule headings are for ease of reference only.

              


      

    

    
      
        	1.4	
                Defined terms 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.

              


      

    

    
      
        	1.5	
                Default A Default (other than an 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.

              


      

    

    
      
        	1.6	
                Currency symbols and definitions "$", "USD" and "dollars" denote the lawful currency of the United States of America.

              


      

    

    
      
        	1.7	
                Third party rights

              


      

    

    
      
        	

              	1.7.1	
                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.

              


      

    

    
      
        	

              	1.7.2	
                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.

              


      

    

    
      
        	1.8	
                Offer letter This Agreement supersedes the terms and conditions contained in any correspondence relating to the subject matter of
                  this Agreement exchanged between any Finance Party and the Borrowers or their representatives before the date of this Agreement.

              


      

    

    
      
        	1.9	
                Contractual recognition of bail-in

              


      

    

    
      
        	

              	1.9.1	
                In this Clause 1.9:

              


      

    

    "Article 55 BRRD" means Article 55 of
      Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

    "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 BRRD, 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 state other than such an EEA Member Country or (to the extent that the United Kingdom is not such an EEA Member Country) the United Kingdom, 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.

              


      

    

    

    

    
      Page 21

      
        


    

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

    "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.

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

    "UK Bail-In Legislation" means (to the extent that the United Kingdom is not an EEA Member Country which has implemented, or implements, Article 55 BRRD) Part I of the United Kingdom Banking Act 2009 and any other law or
        regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other Insolvency
        proceedings).

    "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 Ball-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; and

              


      

    

    
      
        	

              	(c)	
                in relation to any UK Bail-In Legislation:

              


      

    

    
      
        	

              	(i)	
                any powers under that UK 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

              


      

    

    
      Page 22

      
        


    

    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 UK Bail-In Legislation that are related to or ancillary to any of those powers; and

    
      
        	

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

              


      

    

    
      
        	

              	1.9.2	
                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 Ball-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 Ball-In Action in relation to any such liability.

              


      

    

    
      
        	1.10	
                Sanctions

              


      

    

    
      
        	

              	1.10.1	
                In this Clause 1.10:

              


      

    

    "Restricted Lender" means a Lender that
      notifies the Agent to the effect that the Sanctions Provisions will only apply for its benefit according to Clause 1.10.2.

    "Sanctions Provisions" means the
      representations and warranties given in Clause 20.1.25 (Sanctions) and the undertakings given in Clause 23.27 (Sanctions).

    
      
        	

              	1.10.2	
                The Sanctions Provisions shall only be given to a Lender the extent that the making, the receiving of the benefit of and/or, where applicable, the repetition of these
                  representations and warranties, and the compliance with these undertakings do not result in a violation of or conflict with:

              


      

    

    
      Page 23

      
        


    

    
      
        	

              	(a)	
                any provision of Council Regulation (EC) 2271/1996 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third
                  country, and actions based thereon or resulting therefrom;

              


      

    

    
      
        	

              	(b)	
                if applicable, section 7 of the German Foreign Trade Regulation (AuBenwirtschaftsverordnung) (in conjunction with section 4
                  paragraph 1 of No.3 foreign trade law (AWG) (Aul3enwirtschaftsgesetz)); or

              


      

    

    
      
        	

              	(c)	
                any similar applicable anti-boycott law or regulation.

              


      

    

    
      
        	

              	1 10.3	
                In connection with any amendment, waiver, determination or direction relating to any part of a Sanctions Provision of which a Restricted Lender does not have the benefit
                  pursuant to this Clause 1.10, the Commitments of that Restricted Lender will be excluded for the purpose of determining whether the consent of the relevant Lenders has been obtained or whether the determination or direction by the
                  relevant Lenders has been made.

              


      

    

    
      
        	

              	1 10.4	
                Any amendment, waiver, determination or direction relating to any part of this Clause 1.10 will be subject to the consent of each Restricted Lender.

              


      

    

    
      Page 24

      
        


    

    
      
        	Section 2	
                The Loan

              


      

    

    
      
        	2	
                The Loan

              


      

    

    
      
        	2.1	
                Amount Subject to the terms of this Agreement, the Lenders agree to make available to the Borrowers on a joint and several basis in
                  one amount a term loan in an aggregate amount not exceeding the Maximum Loan Amount.

              


      

    

    
      
        	2.2	
                Finance Parties' rights and obligations

              


      

    

    
      
        	

              	2.2.1	
                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.

              


      

    

    
      
        	

              	2.2.2	
                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 an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with Clause 2.2.3. The rights of each Finance Party include any debt owing to that
                  Finance Party under the Finance Documents and, for the avoidance of doubt, any part of the Loan or any other amount owed by an Obligor which relates to a Finance Party's participation in the Loan or its role under a Finance Document
                  (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

              


      

    

    
      
        	

              	2.2.3	
                A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

              


      

    

    
      
        	3	
                Purpose

              


      

    

    
      
        	3.1	
                Purpose The Borrowers shall apply the Loan for the purpose of financing or refinancing (as the case may be) the Vessels.

              


      

    

    
      
        	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	
                Conditions precedent

              


      

    

    
      
        	

              	4.1.1	
                Initial conditions precedent The Finance Parties will only enter into this Agreement if, on or before the date of this Agreement,
                  the Agent has received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent.

              


      

    

    
      
        	

              	4.1.2	
                Utilisation conditions precedent The Lenders will only be obliged to comply with Clause 5.3 (Lenders'


                    participation) in relation to the advance of the Loan if, on or before the Utilisation Date, the Agent has received all of the documents and other evidence listed in Part I of Schedule 2 (Initial

              


      

    

    
      Page 25

      
        


    

    Conditions Precedent) in form and substance satisfactory to the Agent. The Agent
      shall notify the Borrowers and the Lenders promptly upon being so satisfied.

    
      
        	

              	4.1.3	
                Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the
                    notification described in Clause 4.1.1, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages,
                    costs or losses whatsoever as a result of giving any such notification.

              


      

    

    
      
        	4.2	
                Further conditions precedent

              


      

    

    The Lenders will only be obliged to advance the Loan if on the date of the Utilisation Request and on the Utilisation Date:

    
      
        	

              	(a)	
                no Default is continuing or would result from the advance of the Loan; and

              


      

    

    
      
        	

              	(b)	
                the representations made by each Borrower and each Guarantor under Clause 20 (Representations) are true.

              


      

    

    
      
        	

              	(c)	
                no event or circumstance has occurred since 24 May 2019 which the Lenders have determined that it has or is reasonably likely to have a Material Adverse Effect;

              


      

    

    
      
        	4.3	
                Conditions subsequent The Borrowers undertake to deliver or to cause to be delivered to the Agent within 5 days after the Utilisation Date the additional documents and other evidence listed in Part
                    II of Schedule 2 (Conditions Subsequent).

              


      

    

    
      
        	4.4	
                No waiver If the Lenders agree to advance the Loan to
                    the Borrowers or the Finance Parties agree to enter into this Agreement before all of the documents and evidence required by Clause 4.1 (Initial conditions precedent) have been delivered to or to the order of the Agent, the Borrowers undertake to deliver all outstanding documents and evidence to or to the order of the Agent no later than 30 days after the Utilisation Date or the date of this Agreement or such other date specified by the
                    Agent (acting on the instructions of all the Lenders).

              


      

    

    The advance of the Loan under this Clause 4.4 shall not be taken
      as a waiver of the Lenders' right to require production of all the documents and evidence required by Clause 4.1 (Initial conditions precedent).

    
      
        	4.5	
                Form and content All documents and evidence delivered to the Agent under this Clause shall:

              


      

    

    
      
        	

              	4.5.1	
                be in form and substance acceptable to the Agent; and

              


      

    

    
      
        	

              	4.5.2	
                if required by the Agent, be certified, notarised, legalised or attested in a manner acceptable to the Agent.

              


      

    

    
      Page 26

      
        


    

    
      
        	Section 3	
                Utilisation

              


      

    

    
      
        	5	
                Advance

              


      

    

    
      
        	5.1	
                Delivery of a Utilisation Request The Borrowers may request the Loan to be advanced by delivery to the Agent of a duly completed
                  Utilisation Request not more than ten Business Days before the proposed Utilisation Date and not later than 11.00 am (London time) three Business Days before the proposed Utilisation Date.

              


      

    

    
      
        	5.2	
                Completion of a Utilisation Request A Utilisation Request is irrevocable and will not be regarded as having been duly completed
                  unless:

              


      

    

    
      
        	

              	5.2.1	
                it is signed by an authorised signatory of each Borrower;

              


      

    

    
      
        	

              	5.2.2	
                the proposed Utilisation Date is a Business Day within the Availability Period; and

              


      

    

    
      
        	

              	5.2.3	
                the proposed Interest Period complies with Clause 9 (Interest Periods).

              


      

    

    
      
        	5.3	
                Lenders' participation

              


      

    

    
      
        	

              	5.3.1	
                Subject to Clauses 2 (The Loan), 3 (Purpose) and 4 (Conditions


                    of Utilisation), each Lender shall make its participation in the Loan available by the Utilisation Date through its Facility Office.

              


      

    

    
      
        	

              	5.3.2	
                The amount of each Lender's participation in the Loan will be equal to the proportion borne by its Commitment to the Total Commitments.

              


      

    

    
      
        	5.4	
                Cancellation of Commitment The Total Commitments shall be cancelled at the end of the Availability Period to the extent that they
                  are unutilised at that time.

              


      

    

    
      Page 27

      
        


    

    
      
        	Section 4	
                Repayment, Prepayment and Cancellation

              


      

    

    
      
        	6	
                Repayment

              


      

    

    
      
        	6.1	
                Repayment of Loan The Borrowers shall repay the Loan to the Agent by twenty (20) consecutive
                    instalments, the first nineteen (19) such instalments each in the sum of eight hundred thousand dollars ($800,000), and the twentieth and final such instalment in
                    the sum of nine million eight hundred thousand dollars ($9,800,000) (comprising an instalment of eight hundred thousand dollars ($800,000), and a balloon payment in the sum of nine million dollars ($9,000,000) (the "Balloon")), the first instalment falling due on the date which is three Months after the Utilisation Date and subsequent instalments falling due at consecutive intervals of
                    three (3) calendar months thereafter and the twentieth (20th) and final instalment falling due not later than the Termination Date. The Borrowers shall pay to the Agent any outstanding Indebtedness on the Termination Date.

              


      

    

    
      
        	6.2	
                Reduction of Repayment Instalments If the aggregate amount advanced to the Borrowers is less than the
                    Maximum Loan Amount, the amount of each Repayment Instalment shall be reduced pro rata to the amount actually advanced.

              


      

    

    
      
        	6.3	
                Reborrowing The Borrowers may not reborrow any part of the Loan which is repaid.

              


      

    

    
      
        	7	
                Illegality, Prepayment and Cancellation

              


      

    

    
      
        	7.1	
                Illegality If in any applicable jurisdiction it becomes unlawful (other than by reason of Sanctions) for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or
                    maintain its participation in the Loan or it becomes unlawful for any Affiliate of a
                    Lender for that Lender to do so:

              


      

    

    
      
        	

              	7.1.1	
                that Lender shall promptly notify the Agent upon becoming aware of that event;

              


      

    

    
      
        	

              	7.1.2	
                upon the Agent notifying the Borrowers, the Commitment of that Lender will be immediately cancelled; and

              


      

    

    
      
        	

              	7.1.3	
                to the extent that the Lender's participation has not been transferred pursuant to Clause 38.5 (Replacement of Lender), the
                  Borrowers shall repay that Lender's participation in the Loan on the last day of the current Interest Period or, if earlier, the date specified by that Lender in the notice delivered to the Agent and notified by the Agent to the Borrowers
                  (being no earlier than the last day of any applicable grace period permitted by Jaw).

              


      

    

    
      
        	7.2	
                Voluntary cancellation The Borrowers may, if they give the Agent not less than 10 Business Days' (or
                    such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of $500,000) of the undrawn amount of the Loan. Any cancellation under this Clause 7.2 shall reduce the Commitments of the Lenders rateably.

              


      

    

    
      
        	7.3	
                Voluntary prepayment of Loan The Borrowers may prepay the whole or any part of the Loan (but, if in
                    part, being an amount that reduces the Loan by an amount which is an integral multiple of $500,000) subject as follows:

              


      

    

    
      Page 28

      
        


    

    
      
        	

              	7.3.1	
                they give the Agent not less than ten Business Days' (or such shorter period as the Majority Lenders may agree) prior notice;

              


      

    

    
      
        	

              	7.3.2	
                the Loan may only be prepaid after the last day of the Availability Period; and

              


      

    

    
      
        	

              	7.3.3	
                any prepayment under this Clause 7.3 shall satisfy the obligations under Clause 6.1 (Repayment of Loan) in the manner selected by
                  the Borrower and specified in the notice set out in clause 7.3.1

              


      

    

    
      
        	7.4	
                Right of cancellation and prepayment in relation to a single Lender

              


      

    

    
      
        	

              	7.4.1	
                If:

              


      

    

    
      
        	

              	(a)	
                any sum payable to any Lender by a Borrower or a Guarantor is required to be increased under Clause 12.2.3 (Tax gross-up); or

              


      

    

    
      
        	

              	(b)	
                any Lender claims indemnification from a Borrower or a Guarantor under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs),

              


      

    

    the Borrowers may, while the circumstance giving rise to the requirement for that increase or indemnification continues,
      give the Agent notice of cancellation of the Commitment(s) of that Lender and their intention to procure the repayment of that Lender's participation in the Loan.

    
      
        	

              	7.4.2	
                On receipt of a notice referred to in Clause 7.4.1 in relation to a Lender, the Commitment(s) of that Lender shall immediately be reduced to zero.

              


      

    

    
      
        	

              	7.4.3	
                On the last day of the Interest Period which ends after the Borrowers have given notice under Clause 7.4.1 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 together with all interest and other amounts accrued under the Finance Documents.

              


      

    

    
      
        	7.5	
                Mandatory prepayment on sale or Total Loss If a Vessel is sold by a Borrower or becomes a Total Loss, the Borrowers shall,
                  simultaneously with any such sale or on the earlier of the date falling 180 days after any such Total Loss and the date on which the proceeds of any such Total Loss are realised, prepay the Loan in an amount equal to the Mandatory
                  Prepayment Amount. Any prepayment under this Clause shall satisfy the obligations under Clause 6.1 (Repayment of Loan) on a pro rata basis.

              


      

    

    For the purpose of this clause:-

    "Mandatory Prepayment Amount" an amount equal to the greater of:

    
      
        	

              	(a)	
                any additional amount required to ensure that the VTL Coverage (as defined in clause 18.1 (Additional Security)) is fully
                  complied with following such prepayment; and

              


      

    

    
      
        	

              	(b)	
                any additional amount required to ensure that the Relevant Percentage immediately following such sale or Total Loss remains at least equal to the

              


      

    

    
      Page 29

      
        


    

    Relevant Percentage applicable immediately prior to any such sale or Total Loss,

    "Relevant Percentage" means, at any relevant time, the percentage of
      the aggregate of the Market Value of the Vessels and the value of any additional security (such value to be determined in accordance with
      Clause 18.1 (VTL Coverage)) against the aggregate of the Loan outstanding and the amount certified by the Swap Provider to be the amount which would be payable by the
      Borrowers to the Swap Provider under the Master Agreement if an Early Termination Date were to occur
      at that time.

    
      
        	7.6	
                Right of cancellation in relation to a Defaulting Lender If any Lender becomes a Defaulting Lender, the Borrowers may, at any time while the Lender continues to be a Defaulting Lender, give the Agent 30 Business Days' notice of cancellation of the Commitment of
                    that Lender. On that notice becoming effective, the Commitment of the Defaulting Lender shall immediately be reduced to zero. The Agent shall as soon as
                    practicable after receipt of that notice notify all the Lenders.

              


      

    

    
      
        	7,7	
                Mandatory Prepayment - Change of Control

              


      

    

    If the Original Guarantor ceases to be the sole shareholder of any Borrower or ceases to directly or indirectly control 100°/0 of any
      Borrower, then:

    
      
        	

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

              


      

    

    
      
        	

              	(ii)	
                subject to:

              


      

    

    
      
        	

              	(A)	
                any Lender so requiring (such a Lender, an ''Outgoing Lender"); and

              


      

    

    
      
        	

              	(B)	
                the Agent giving no less than 30 Business Days' notice to the Borrower,

              


      

    

    the Commitment of that Outgoing Lender will be immediately cancelled and, subject to Clause 7.8.2 below, the Borrowers shall repay immediately that Outgoing Lender's participation in each Utilisation.

    
      
        	7.8	
                Restrictions

              


      

    

    
      
        	

              	7.8.1	
                Any notice of prepayment or cancellation given under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant prepayment or cancellation is to be made and the amount of that prepayment or cancellation.

              


      

    

    
      
        	

              	7.8.2	
                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.

              


      

    

    
      
        	

              	7.8.3	
                The Borrowers shall not repay, prepay or cancel all or any part of the Loan except at the times and in the manner expressly provided for in this Agreement.

              


      

    

    
      Page 30

      
        


    

    
      
        	

              	7.8.4	
                No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

              


      

    

    
      
        	

              	7.8.5	
                The Borrowers may not reborrow any part of the Loan which is prepaid.

              


      

    

    
      
        	

              	7.8.6	
                If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to the Borrowers or the affected Lender, as appropriate.

              


      

    

    
      
        	7.9	
                Unwinding of Transactions

              


      

    

    On or prior to any repayment or prepayment of the Loan under this Agreement, the Borrowers shall, on a joint and several basis, wholly or
      partially reverse, offset, unwind or otherwise terminate one or more of the continuing Transactions so that the notional principal amount of the continuing Transactions thereafter remaining does not and will not in the future (taking into account the
      scheduled amortisation) exceed the amount of the Loan as reducing from time to time thereafter pursuant to this.

    
      Page 31

      
        


    

    
      
        	Section 5	
                Costs of Utilisation

              


      

    

    
      
        	8	
                Interest

              


      

    

    
      
        	8.1	
                Calculation of interest The rate of Interest on the Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

              


      

    

    
      
        	

              	8.1.1	
                Margin; and

              


      

    

    
      
        	

              	8.1.2	
                LIBOR; and

              


      

    

    
      
        	

              	8.1.3	
                Mandatory Cost, if any

              


      

    

    
      
        	8.2	
                Payment of interest The Borrowers shall pay accrued interest on the Loan on the last day of each Interest Period (and, if the Interest Period is longer than
                    three Months, on the dates falling at intervals of six Months after the first day of the Interest Period).

              


      

    

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

              


      

    

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

    
      
        	8.4	
                Notification of rates of interest The Agent shall promptly notify the Borrowers of the determination of a rate of interest under this Agreement.

              


      

    

    
      
        	9	
                Interest Periods

              


      

    

    
      
        	9.1	
                Selection of Interest Periods The Borrowers may
                    select in a written notice to the Agent the duration of an Interest
                    Period for the Loan subject as follows:

              


      

    

    
      
        	

              	9.1.1	
                each notice is irrevocable and must be delivered to the Agent by the Borrowers not
                    later than 11.00 a.m. on the Quotation Day;

              


      

    

    
      
        	

              	9.1.2	
                if the Borrowers fail to give a notice in accordance with Clause 9.1,1, the relevant Interest Period will, subject to Clauses 9.2 (Interest Periods to meet Repayment Dates) and 9,3 (Non-Business Days), be three Months;

              


      

    

    
      
        	

              	9.1.3	
                subject to this Clause 9, the Borrowers may
                    select an Interest Period of one, three or six Months or any other period agreed between the Borrowers and the Agent (acting on the instructions of all the Lenders);

              


      

    

    
      
        	

              	9.1.4	
                an Interest Period shall not extend beyond the Termination Date; and

              


      

    

    
      Page 32

      
        


    

    
      
        	

              	9.1.5	
                each Interest Period shall start on the Utilisation Date or (if the Loan is already made) on the last day of the preceding Interest Period and end on the date which
                  numerically corresponds to the Utilisation Date or the last day of the preceding Interest Period in the relevant Month.

              


      

    

    
      
        	9.2	
                Interest Periods to meet Repayment Dates If an Interest Period will expire after the next Repayment Date, there shall be a separate
                  Interest Period for a part of the Loan equal to the Repayment Instalment due on that next Repayment Date and that separate Interest Period shall expire on that next Repayment Date.

              


      

    

    
      
        	9.3	
                Non-Business Days If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead
                  end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

              


      

    

    
      
        	10	
                Changes to the Calculation of Interest

              


      

    

    
      
        	10.1	
                Calculation of Reference Bank Rate

              


      

    

    
      
        	

              	10.1.1	
                Subject to Clause 10.2 (Market disruption), if LIBOR is to be determined by reference to a Reference Bank Rate but a Reference
                  Bank does not supply a quotation by 11.00 am on the Quotation Day, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks.

              


      

    

    
      
        	

              	10.1.2	
                If at or about noon on the Quotation Day for the relevant Interest Period LIBOR is to be determined by reference to the Reference Bank Rate and none or only one of the
                  Reference Banks supplies a rate to the Agent to determine LIBOR for dollars, Clause 10.3 (Cost of funds) shall apply to the Loan for the relevant Interest Period.

              


      

    

    
      
        	10.2	
                Market disruption If before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives
                  notifications from a Lender or Lenders (whose participations in the Loan exceed 30% of the Loan) that the cost to it of funding its participation in the Loan from whatever source it may reasonably select would be in excess of LIBOR then
                  Clause 10.3 (Cost of funds) shall apply to the Loan for the relevant Interest Period.

              


      

    

    
      
        	10.3	
                Cost of funds

              


      

    

    
      
        	

              	10.3.1	
                If this Clause 10.3 applies for any Interest Period, then the rate of interest on each Lender's share of the Loan for that Interest Period shall be the percentage rate per
                  annum which is the sum of:

              


      

    

    
      
        	

              	(a)	
                the Margin; and

              


      

    

    
      
        	

              	(b)	
                the rate notified to the Agent by that Lender as soon as practicable, and in any event by close of business on the date falling three Business Days after the Quotation Day
                  (or, if earlier, on the date falling three Business Days prior to the date on which 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 that Lender of
                  funding its participation in the Loan from whatever source it may reasonably select.

              


      

    

    
      Page 33

      
        


    

    
      
        	

              	10.3.2	
                If this Clause 10.3 applies and the Agent or
                    the Borrowers so require, the Agent and the
                    Borrowers shall enter into negotiations (for a
                    period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

              


      

    

    
      
        	

              	10.3.3	
                Any alternative basis agreed pursuant to Clause 10.3.2 shall, with the prior consent of all the Lenders and the Borrowers, be binding on all Parties.

              


      

    

    
      
        	

              	10.3.4	
                If an alternative basis is not agreed pursuant to Clause 10.3.2, the rate
                    of Interest shall continue to be determined in accordance with Clause 10.3.1.

              


      

    

    
      
        	10.4	
                Break Costs The Borrowers shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of the Loan or Unpaid Sum being paid by the Borrowers on a day other than the last day of an Interest Period for the Loan or Unpaid Sum.

              


      

    

    Each Lender shall, as soon as reasonably practicable after a demand by the 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 The Borrowers shall pay to the Agent (for the account of the Lenders in proportion to their Commitments) a fee computed at the rate of 0.50 per cent per annum on the undrawn and uncancelled amount of the Loan from 23 May 2019 until the last day of the Availability Period.

              


      

    

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

    
      
        	11.2	
                Arrangement fee The Borrowers shall pay to the Agent an arrangement fee in the amount and at the times
                    agreed in the Fee Letter.

              


      

    

    
      
        	11.3	
                Agency fee If any bank, financial institution, trust, fund or other entity other than the Original Lenders becomes a Party to this Agreement as a Lender, then the Borrowers shall pay to
                    the Agent (for its own account) an agency fee payable in the amount and at the times to
                    be agreed by the Agent and the Borrowers.

              


      

    

    
      Page 34

      
        


    

    
      
        	Section 6	
                Additional Payment Obligations

              


      

    

    
      
        	12	
                Tax Gross Up and Indemnities

              


      

    

    
      
        	12.1	
                Definitions In this Agreement:

              


      

    

    "Borrower DTTP Filing" means an HM Revenue & Customs' Form DTTP2 duly completed and filed by
      the relevant Borrower, which:

    
      
        	

              	(a)	
                where it relates to a Treaty Lender that is an Original Lender, contains the scheme reference number and jurisdiction of tax residence stated opposite that Lender's name in
                  Schedule 1 (The Parties) and is filed with HM Revenue & Customs within 30 days of the date of this Agreement; or

              


      

    

    
      
        	

              	(b)	
                where it relates to a Treaty Lender that is not an Original Lender, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender
                  in the documentation which it executes on becoming a Party as a Lender and is filed with HM Revenue & Customs within 30 days of the relevant Transfer Date.

              


      

    

    "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.

    "Qualifying Lender" means a Lender which is beneficially entitled to interest payable to that
      Lender in respect of an advance under a Finance Document and is:

    
      
        	

              	(a)	
                a Lender which is a bank (as defined for the purpose of section 879 of the ITA) making an advance under a Finance Document and is within the charge to United Kingdom
                  corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A of the CTA; or in respect of an advance made under a Finance Document by
                  a person that was a bank (as defined for the purpose of section 879 of the ITA) at the time that that advance was made and within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that
                  advance; or

              


      

    

    
      
        	

              	(b)	
                a Lender which is:

              


      

    

    
      
        	

              	(i)	
                a company resident in the United Kingdom for United Kingdom tax purposes;

              


      

    

    
      
        	

              	(ii)	
                a partnership each member of which is:

              


      

    

    
      
        	

              	(A)	
                a company so resident in the United Kingdom; or

              


      

    

    
      
        	

              	(B)	
                a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing
                  its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest

              


      

    

    
      Page 35

      
        


    

    payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

    
      
        	

              	(iii)	
                a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest
                  payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; or

              


      

    

    
      
        	

              	(c)	
                a Treaty Lender.

              


      

    

    "Tax Confirmation"
      means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

    
      
        	

              	(a)	
                a company resident in the United Kingdom for United Kingdom tax purposes;

              


      

    

    
      
        	

              	(b)	
                a partnership each member of which is:

              


      

    

    
      
        	

              	(i)	
                a company so resident in the United Kingdom; or

              


      

    

    
      
        	

              	(ii)	
                a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing
                  its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

              


      

    

    
      
        	

              	(c)	
                a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest
                  payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.

              


      

    

    "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).

    "Treaty Lender"
      means a Lender which:

    
      
        	

              	(a)	
                is treated as a resident of a Treaty State for the purposes of the Treaty;

              


      

    

    
      
        	

              	(b)	
                does not carry on a business in the United Kingdom through a permanent establishment with which that Lender's participation in the Loan is effectively connected.

              


      

    

    
      Page 36

      
        


    

    "Treaty State" means a jurisdiction having a double
      taxation agreement (a "Treaty") with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest.

    "UK Non-Bank Lender" means a Lender which is not an
      Original Lender and which gives a Tax Confirmation in the documentation which it executes on becoming a Party as a Lender.

    Unless a contrary indication appears, in this Clause 12 a reference to "determines" or "determined" means a determination made in the
      absolute discretion of the person making the determination.

    
      
        	12.2	
                Tax gross-up

              


      

    

    
      
        	

              	12.2.1	
                Each Borrower and each Guarantor shall (and shall procure that each other Obligor will) make all payments to be made by it without any Tax Deduction, unless a Tax Deduction
                  is required by law.

              


      

    

    
      
        	

              	12.2.2	
                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 Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrowers and that Obligor.

              


      

    

    
      
        	

              	12.2.3	
                (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.

              


      

    

    
      
        	

              	12.2.4	
                A payment shall not be increased under Clause 12.2.3 by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls
                  due:

              


      

    

    
      
        	

              	(a)	
                the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has
                  ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or
                  published concession of any relevant taxing authority; or

              


      

    

    
      
        	

              	(b)	
                the relevant Lender is a Qualifying Lender solely by virtue of (b) of the definition of Qualifying Lender and:

              


      

    

    
      
        	

              	(i)	
                an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a "Direction") under


                  section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment a certified copy of that Direction; and

              


      

    

    
      Page 37

      
        


    

    
      
        	

              	(ii)	
                the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or

              


      

    

    
      
        	

              	(c)	
                the relevant Lender is a Qualifying Lender solely by virtue of (b) of the definition of Qualifying Lender and:

              


      

    

    
      
        	

              	(i)	
                the relevant Lender has not given a Tax Confirmation to the Borrowers; and

              


      

    

    
      
        	

              	(ii)	
                the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Borrowers, on the basis that the Tax Confirmation
                  would have enabled the Borrowers to have formed a reasonable belief that the payment was an "excepted payment" for the purpose of section 930 of the ITA; or

              


      

    

    
      
        	

              	(d)	
                the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to that Lender without the Tax
                  Deduction had that Lender complied with its obligations under Clause 12.2.7 or Clause 12.2.8 (as applicable).

              


      

    

    
      
        	

              	12.2.5	
                 If an Obligor is required to make a Tax Deduction, the Borrowers and each Guarantor shall (and shall procure that such other Obligor will) 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.

              


      

    

    
      
        	

              	12.2.6	
                Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower or Guarantor making that Tax Deduction shall
                  (and shall procure that such other Obligor will) deliver to the Agent for the Finance Party entitled to the payment a statement under section 975 of the ITA or other 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.

              


      

    

    
      
        	

              	12.2.7 	(a) 	Subject to (b), a Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall
                co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.


      

    

    
      
        	

              	(b) 	(i) 	A Treaty Lender which is an Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and
                which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Schedule 1 (The Parties); and


      

    

    
      
        	

              	(ii)	
                a Treaty Lender which is not an Original Lender and that holds a passport under the HMRC DT Treaty Passport

              


      

    

    
      Page 38

      
        


    

    scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its
      jurisdiction of tax residence in the documentation which it executes on becoming a Party as a Lender,

    and, having done so, that Lender shall be under no obligation pursuant to (a).

    
      
        	

              	12.2.8	
                If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with Clause 12.2.7(b) and:

              


      

    

    
      
        	

              	(a)	
                a Borrower making a payment to that Lender has not made a Borrower DTTP Filing in respect of that Lender; or

              


      

    

    
      
        	

              	(b)	
                a Borrower making a payment to that Lender has made a Borrower DTTP Filing in respect of that Lender but:

              


      

    

    
      
        	

              	(i)	
                that Borrower DTTP Filing has been rejected by HM Revenue & Customs; or

              


      

    

    
      
        	

              	(ii)	
                HM Revenue & Customs has not given that Borrower authority to make payments to that Lender without a Tax Deduction within 60 days of the date of the Borrower DTTP
                  Filing,

              


      

    

    and in each case, that Borrower has notified that Lender in writing, that Lender and that Borrower shall co-operate in
      completing any additional procedural formalities necessary for that Borrower to obtain authorisation to make that payment without a Tax Deduction.

    
      
        	

              	12.2.9	
                If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with Clause 12.2.7(b), no Borrower or Guarantor shall make a
                  Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender's Commitment(s) or its participation in the Loan unless the Lender otherwise agrees.

              


      

    

    
      
        	

              	12.2.10	
                A Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Agent for delivery to the relevant Lender.

              


      

    

    
      
        	

              	12.2.11	
                A UK Non-Bank Lender shall promptly notify the Borrowers and the Agent if there is any change in the position from that set out in the Tax Confirmation.

              


      

    

    
      
        	12.3	
                Tax indemnity

              


      

    

    
      
        	

              	12.3.1	
                Each Borrower and each Guarantor shall (within three Business Days of demand by the 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.

              


      

    

    
      Page 39

      
        


    

    
      
        	

              	12.3.2	
                Clause 12.3.1 shall not apply:

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(i)	
                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

              


      

    

    
      
        	

              	(ii)	
                under the Jaw 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

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(ii)	
                would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in Clause 12.2.4 (Tax gross-up) applied; or

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	12.3.3	
                A Protected Party making, or intending to make
                    a claim under Clause 12.3.1 shall promptly notify
                    the Agent of the event which will give, or has
                    given, rise to the claim, following which the Agent shall notify the Borrowers.

              


      

    

    
      
        	

              	12.3.4	
                A Protected Party shall, on receiving a payment from a Borrower or a Guarantor under this
                    Clause 12.3, notify the Agent.

              


      

    

    
      
        	12.4	
                Tax Credit If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

              


      

    

    
      
        	

              	12.4.1	
                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 required; and

              


      

    

    
      
        	

              	12.4.2	
                that Finance Party has obtained and utilised that Tax Credit,

              


      

    

    that 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 made by the Obligor.

    
      
        	12.5	
                Lender status confirmation Each Lender which is not an Original Lender shall indicate, in the
                    documentation which it executes on becoming a Party as a Lender, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in:

              


      

    

    
      Page 40

      
        


    

    
      
        	

              	12.5.1	
                 not a Qualifying Lender;

              


      

    

    
      
        	

              	12.5.2	
                a Qualifying Lender (other than a Treaty Lender); or

              


      

    

    
      
        	

              	12.5.3	
                a Treaty Lender.

              


      

    

    If such a Lender fails to indicate its status in accordance with this Clause 12.5 then that Lender shall be treated for the purposes of
      this Agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Borrowers). For the avoidance of doubt,
      the documentation which a Lender executes on becoming a Party as a Lender shall not be invalidated by any failure of a Lender to comply with this Clause 12.5.

    
      
        	12.6	
                Stamp taxes The Borrowers shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss
                  or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

              


      

    

    
      
        	12.7	
                VAT

              


      

    

    
      
        	

              	12.7.1	
                All amounts expressed to be payable under a Finance Document by any Party or any Obligor 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 Clause 12.7.2, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party or any
                  Obligor under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party or Obligor 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 the Borrowers).

              


      

    

    
      
        	

              	12.7.2	
                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):

              


      

    

    
      
        	

              	(a)	
                (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 Clause 12.7.2(a) 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

              


      

    

    
      Page 41

      
        


    

    
      
        	

              	(b)	
                (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.

              


      

    

    
      
        	

              	12.7.3	
                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 thereof 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.

              


      

    

    
      
        	

              	12.7.4	
                Any reference in this Clause 12.7 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless
                  the context otherwise requires) a reference to the representative member of such group at such time (the term "representative member" to have the same meaning as in the Value Added Tax Act 1994) or any equivalent person in any
                  jurisdiction other than the United Kingdom.

              


      

    

    
      
        	

              	12.7.5	
                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,

              


      

    

    
      
        	12.8	
                FATCA information

              


      

    

    
      
        	

              	12.8.1	
                Subject to Clause 12.8.3, each Party shalt, within ten Business Days of a reasonable request by another Party:

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(i)	
                a FATCA Exempt Party; or

              


      

    

    
      
        	

              	(ii)	
                not a FATCA Exempt Party;

              


      

    

    
      
        	

              	(b)	
                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

              


      

    

    
      
        	

              	(c)	
                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.

              


      

    

    
      Page 42

      
        


    

    
      
        	

              	12.8.2	
                If a Party confirms to another Party pursuant to Clause 12.8.1(a)(1) 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.

              


      

    

    
      
        	

              	12.8.3	
                Clause 12.8.1 shall not oblige any Finance Party to do anything, and Clause 12.8.1(c) shall not oblige any other Party to do anything, which would or might in its
                  reasonable opinion constitute a breach of:

              


      

    

    
      
        	

              	(a)	
                any law or regulation;

              


      

    

    
      
        	

              	(b)	
                any fiduciary duty; or

              


      

    

    
      
        	

              	(c)	
                any duty of confidentiality.

              


      

    

    
      
        	

              	12.8.4	
                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 Clause 12.8.1(a)
                  or 12.8.1(b) (including, for the avoidance of doubt, where Clause 12.8.3 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.

              


      

    

    
      
        	

              	12.8.5	
                If a Borrower is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall,
                  within ten Business Days of:

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(b)	
                where a Borrower is a US Tax Obligor on a date on which any other Lender becomes a Party as a Lender, that date; or

              


      

    

    
      
        	

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

              


      

    

    supply to the Agent:

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	12.8.6	
                The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to Clause 12.8.5 to the
                  Borrowers.

              


      

    

    
      
        	

              	12.8.7	
                If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to Clause 12.8.5 is or becomes
                  materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding

              


      

    

    
      Page 43

      
        


    

    certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to
      do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the Borrowers,

    
      
        	

              	12.8.8	
                The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to Clause 12.8.5 or 12.8.7
                  without further verification. The Agent shall not be liable for any action taken by it under or in connection with Clause 12.8.5, 12.8.6 or 12.8,7.

              


      

    

    
      
        	12.9	
                FATCA Deduction

              


      

    

    
      
        	

              	12.9.1	
                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.

              


      

    

    
      
        	

              	12.9.2	
                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 the Borrowers and the Agent and the Agent shall notify the other
                    Finance Parties.

              


      

    

    
      
        	13	
                Increased Costs

              


      

    

    
      
        	13.1	
                Increased costs Subject to Clause 13.3 (Exceptions) the Borrowers shall, within three Business Days of a demand by the Agent, pay to the Agent
                    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 after
                    the date of this Agreement or (iii) the implementation or application of or compliance with Basel III or CRD IV or any other law or regulation which implements Basel III or CRD IV (whether such implementation, application or compliance is by a
                    government, regulator, that Finance Party or any of that Finance Party's Affiliates).

              


      

    

    In this Agreement:

    
      
        	

              	(a)	
                "Basel III" means:

              


      

    

    
      
        	

              	(i)	
                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;

              


      

    

    
      Page 44

      
        


    

    
      
        	

              	(ii)	
                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

              


      

    

    
      
        	

              	(iii)	
                any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III".

              


      

    

    
      
        	

              	(b)	
                "CRD IV" means:

              


      

    

    
      
        	

              	(i)	
                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, as amended, supplemented or restated;

              


      

    

    
      
        	

              	(ii)	
                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, as amended, supplemented or restated; and

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(c)	
                "Increased Costs" means:

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(ii)	
                an additional or increased cost; or

              


      

    

    
      
        	

              	(iii)	
                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 any Finance Document or funding or performing its obligations under any Finance Document.

    
      
        	13.2	
                Increased cost claims

              


      

    

    
      
        	

              	13.2.1	
                A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify the Agent of the event giving
                  rise to the claim, following which the Agent shall promptly notify the Borrowers.

              


      

    

    
      
        	

              	13.2.2	
                Each Finance Party shall, as soon as practicable after a demand by the 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:

              


      

    

    
      
        	

              	13.3.1	
                attributable to a Tax Deduction required by law to be made by a Borrower or a Guarantor;

              


      

    

    
      Page 45

      
        


    

    
      
        	

              	13.3.2	
                attributable to a FATCA Deduction required to be made by a Party;

              


      

    

    
      
        	

              	13.3.3	
                compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 but was not so compensated
                  solely because any of the exclusions in Clause 12.3 applied);

              


      

    

    
      
        	

              	13.3.4	
                compensated for by the payment of the Mandatory Cost;

              


      

    

    
      
        	

              	13.3.5	
                attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

              


      

    

    In this Clause 13.3, a reference to a "Tax Deduction" has the same meaning given to the term in Clause 12.1 (Definitions).

    
      
        	14	
                Other Indemnities

              


      

    

    
      
        	14.1	
                Currency indemnity If any sum due from a Borrower or a Guarantor 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:

              


      

    

    
      
        	

              	14.1.1	
                making or filing a claim or proof against that Borrower or that Guarantor (as the case may be); or

              


      

    

    
      
        	

              	14.1.2	
                 obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

              


      

    

    that Borrower or that Guarantor (as the case may be) as an independent obligation, within three Business Days of demand, indemnify each
      Secured Party to whom 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 Secured Party at the time of its receipt of that Sum.

    Each Borrower and each Guarantor 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

              


      

    

    
      
        	

              	14.2.1	
                The Borrowers shall, within three Business Days of demand, indemnify each Secured Party against any cost, loss or liability incurred by that Secured Party as a result of:

              


      

    

    
      
        	

              	(a)	
                the occurrence of any Event of Default;

              


      

    

    
      
        	

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

              


      

    

    
      Page 46

      
        


    

    
      
        	

              	(c)	
                funding, or making arrangements to fund, its participation in the Loan 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 Finance Party alone); or

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	14.2.2	
                The Borrowers shall promptly 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 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
                  Encumbrance constituted by the Finance Documents or which relates to the condition or operation of, or any incident occurring in relation to, a Vessel, unless such cost, loss or liability is caused by the gross negligence or wilful
                  misconduct of that Indemnified Person. Any Affiliate or any officer or employee of a Finance Party or its Affiliate may rely on this Clause 14.2 subject to Clause 1.7 (Third party rights) and the
                  provisions of the Third Parties Act.

              


      

    

    
      
        	

              	14.2.3	
                Subject to any limitations set out in Clause 14.2.2, the indemnity in that Clause shall cover any cost, loss or liability incurred by each Indemnified Person in any
                  jurisdiction:

              


      

    

    
      
        	

              	(a)	
                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

              


      

    

    
      
        	

              	(b)	
                in connection with any Environmental Claim.

              


      

    

    
      
        	14.3	
                Indemnity to the Agent The Borrowers shall promptly indemnify the Agent against:

              


      

    

    
      
        	

              	14.3.1	
                any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(c)	
                instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; and

              


      

    

    
      
        	

              	14.3.2	
                any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than

              


      

    

    
      Page 47

      
        


    

    by reason of the Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant
      to Clause 32.11 (Disruption to payment systems etc.) notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of
      the Agent) in acting as Agent under the Finance Documents.

    
      
        	14.4	
                Indemnity to the Security Agent Each Borrower and each Guarantor jointly and severally shall promptly indemnify the
                    Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them as a result of:

              


      

    

    
      
        	

              	14.4.1	
                any failure by the Borrowers to comply with their obligations under Clause 16 (Costs and Expenses);

              


      

    

    
      
        	

              	14.4.2	
                acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;

              


      

    

    
      
        	

              	14.4.3	
                the taking, holding, protection or enforcement of the Security Documents;

              


      

    

    
      
        	

              	14.4.4	
                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;

              


      

    

    
      
        	

              	14.4.5	
                any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; or

              


      

    

    
      
        	

              	14.4.6	
                acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Charged Property (otherwise, in each case, than by
                  reason of the relevant Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct).

              


      

    

    
      
        	14.5	
                Indemnity survival The indemnities contained in this Agreement shall survive repayment of the Loan.

              


      

    

    
      
        	15	
                Mitigation by the Lenders

              


      

    

    
      
        	15.1	
                Mitigation Each Finance Party shall, in consultation with the Borrowers, take all reasonable steps to
                    mitigate any circumstances which arise and which would result in the Loan ceasing to be available or any amount becoming payable under or 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. The above does not in any way
                    limit the obligations of any Obligor under the Finance Documents.

              


      

    

    
      
        	15.2	
                Limitation of liability The Borrowers shall promptly 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). A Finance Party is not
                    obliged to take any steps under Clause 15.1 if, in its opinion (acting reasonably), to do so might be prejudicial to it.

              


      

    

    
      Page 48

      
        


    

    
      
        	16	
                Costs and Expenses

              


      

    

    
      
        	16.1	
                Transaction expenses The Borrowers shall promptly on demand pay the Agent, the Security Agent the amount of all costs and expenses
                  (including legal fees) reasonably incurred by any of them (and, in the case of the Security Agent, by any Receiver or Delegate) in connection with:

              


      

    

    
      
        	

              	16.1.1	
                the negotiation, preparation, printing, execution, syndication and perfection of this Agreement and any other documents referred to in this Agreement;

              


      

    

    
      
        	

              	16.1.2	
                the negotiation, preparation, printing, execution and perfection of any other Finance Documents executed after the date of this Agreement;

              


      

    

    
      
        	

              	16.1.3	
                any other document which may at any time be required by a Finance Party to give effect to any Finance Document or which a Finance Party is entitled to call for or obtain
                  under any Finance Document; and

              


      

    

    
      
        	

              	16.1.4	
                any discharge, release or reassignment of any of the Security Documents.

              


      

    

    
      
        	16.2	
                Amendment costs If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 32.10
                  (Change of currency), the Borrowers shall, within three Business Days of demand, reimburse each of the Agent and the Security Agent for the amount of all costs and expenses (including legal fees)
                  reasonably incurred by the Agent and the Security Agent (and, in the case of the Security Agent, by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.

              


      

    

    
      
        	16.3	
                Agent and Security Agent's management time and additional remuneration Any amount payable to the Agent under Clause 14.3 (Indemnity to the Agent) or to the Security Agent under Clause 14.4 (Indemnity to the Security Agent) or to either of them under this Clause 16 or Clause
                  27.10 (Lenders' indemnity to the Agent) shall include the cost of utilising the management time or other resources of the Agent or the Security Agent (as the case may be) and will be calculated
                  on the basis of such reasonable daily or hourly rates as the Agent or the Security Agent may notify to the Borrowers and the Lenders, and is in addition to any other fee paid or payable to the Agent or the Security Agent.

              


      

    

    
      
        	16.4	
                Enforcement and preservation costs The Borrowers shall, within three Business Days of demand, pay to each Finance Party and each
                  other Secured Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document and any proceedings
                  instituted by or against the Security Agent as a consequence of taking or holding the Security Documents or enforcing those rights including (without limitation) any losses, costs and expenses which that Finance Party or other Secured
                  Party may from time to time sustain, incur or become liable for by reason of that Finance Party or other Secured Party being mortgagee of a Vessel and/or a lender to a Borrower, or by reason of that Finance Party or other Secured Party
                  being deemed by any court or authority to be an operator or controller, or in any way concerned in the operation or control, of a Vessel.

              


      

    

    
      
        	16.5	
                Other costs The Borrowers shall, within three Business Days of demand, pay to each Finance Party and each other Secured Party the
                  amount of all sums which that

              


      

    

    
      Page 49

      
        


    

    Finance Party or other Secured Party may pay or become actually or contingently liable for on account of a Borrower in connection with a
      Vessel (whether alone or jointly or jointly and severally with any other person) including (without limitation) all sums which that Finance Party or other Secured Party may pay or guarantees which it may give in respect of the Insurances, any
      expenses incurred by that Finance Party or other Secured Party in connection with the maintenance or repair of a Vessel or in discharging any lien, bond or other claim relating in any way to a Vessel, and any sums which that Finance Party or other
      Secured Party may pay or guarantees which it may give to procure the release of a Vessel from arrest or detention.

    
      Page 50

      
        


    

    
      
        	Section 7	
                Accounts and Application of Earnings

              


      

    

    
      
        	17	
                Accounts

              


      

    

    
      
        	17.1	
                Accounts

              


      

    

    
      
        	

              	17.1.1	
                The Borrowers shall maintain the Earnings Accounts with the Account Holder for the duration of the Facility Period free of Encumbrances and rights of set off other than
                  those created by or under the Finance Documents.

              


      

    

    
      
        	

              	17.1.2	
                No Borrower shall open any bank account with any bank or financial institution other than the Account Holder.

              


      

    

    
      
        	17.2	
                Earnings The Borrowers shall procure that all Earnings, any and all proceeds of a sale of a Vessel and any Requisition Compensation
                  are credited to the Earnings Account.

              


      

    

    
      
        	17.3	
                Application of Earnings Accounts The Borrowers shall transfer or cause to be transferred from the Earnings Accounts to the Agent
                  for the account of the Lenders:

              


      

    

    
      
        	

              	17.3.1	
                 on each Repayment Date, the amount of the Repayment Instalment then due; and

              


      

    

    
      
        	

              	17.3.2	
                on each Interest Payment Date, the amount of interest then due,

              


      

    

    and the Borrowers irrevocably authorise the Security Agent to instruct the Account Holder to make those transfers if the Borrowers fail to
      do so.

    
      
        	17.4	
                Borrowers' obligations not affected If for any reason the amount standing to the credit of the Earnings Account is insufficient to
                  pay any Repayment Instalment or to make any payment of interest when due, the Borrowers' obligation to pay that Repayment Instalment or to make that payment of interest shall not be affected.

              


      

    

    
      
        	17.5	
                Release of surplus Any amount remaining to the credit of the Earnings Account following the making of any transfer required by
                  Clause 17.3 (Application of Earnings Accounts) shall (unless an Event of Default is continuing) be released to or to the order of the Borrowers.

              


      

    

    
      
        	17.6	
                Restriction on withdrawal During the Facility Period no sum may be withdrawn from the Earnings Accounts (except in accordance with
                  this Clause 17) without the prior written consent of the Security Agent. The Earnings Accounts shall not be overdrawn.

              


      

    

    
      
        	17.7	
                Relocation of Accounts On and at any time after the occurrence of a Default which is continuing, the Security Agent may without the
                  consent of the Borrowers instruct the Account Holder to relocate either or any of the Earnings Accounts to any other branch of the Account Holder, without prejudice to the continued application of this Clause 17 and the rights of the
                  Finance Parties under the Finance Documents.

              


      

    

    
      
        	17.8	
                Access to information The Security Agent (and its nominees) may from time to time during the Facility Period review the records
                  held by the Account Holder (whether in written or electronic form) in relation to the Earnings Accounts, and the Borrowers irrevocably waive any right of confidentiality which may exist in relation to those records.

              


      

    

    
      Page 51

      
        


    

    
      
        	17.9	
                Statements Without prejudice to the rights of the Security Agent under Clause 17.8 (Access to information), the Borrowers shall procure that the Account Holder
                    provides to the Security Agent, no less frequently than each calendar month during the Facility Period, statements of account (In written or electronic form)
                    showing all entries made to the credit and debit of each of the Earnings Accounts during the immediately preceding calendar month.

              


      

    

    
      
        	17.10	
                Application after acceleration From and after
                    the giving of notice to the Borrowers by the Agent under Clause 24.2.1 (Acceleration), the Borrowers shall procure that all sums from time to time standing to the credit of any of the
                    Earnings Accounts are immediately transferred to the Security Agent or any Receiver or Delegate for application in accordance with Clause 28 (Application of Proceeds) and the Borrowers irrevocably authorise the Security Agent to instruct the Account Holder to make those transfers.

              


      

    

    
      
        	18	
                Additional Security

              


      

    

    
      
        	18.1	
                VTL Coverage

              


      

    

    
      
        	

              	18.1.1	
                If at any time the aggregate of the Market
                    Value of the Vessels and the value of any additional security (such value to be the face amount of the deposit (in the case of cash), determined conclusively by appropriate advisers appointed by the Agent (in the case of other charged assets), and determined by the Agent (in all other cases)) for the time being provided to the Security Agent
                    under this Clause 18.1 is less than 125% of the aggregate of the amount of the Loan
                    then outstanding and the amount certified by the Swap Provider to be the amount which would be payable by the Borrowers to the Swap Provider under the Master Agreement if an Early Termination Date were to occur at that time (the "VTL Coverage"), the Borrowers shall, within 30 days of the Agent's request, at the Borrowers' option:

              


      

    

    
      
        	

              	(a)	
                pay to the Security Agent or to its nominee a cash deposit in the amount of the shortfall to be secured in favour of the Security Agent as additional security for the payment of the Indebtedness; or

              


      

    

    
      
        	

              	(b)	
                give to the Security Agent other additional security in amount and form acceptable to the Security Agent for a value determined in accordance with the first part of this Clause 18.1.1; or

              


      

    

    
      
        	

              	(c)	
                prepay the Loan in the amount of the shortfall.

              


      

    

    
      
        	

              	18.1.2	
                Clauses 6.3 (Reborrowing), 7.3 (Voluntary prepayment of Loan) and 7.8 (Restrictions) shall apply, mutatis mutandis, to any prepayment made under this Clause 18.1.

              


      

    

    
      
        	

              	18.1.3	
                If, at any time after the Borrowers have provided additional security in accordance with the Agent's request under this Clause 18.1, the Agent shall determine
                    when testing compliance with the VTL Coverage that all or any part of that additional
                    security may be released without resulting in a shortfall in the VTL Coverage, then, provided that no Default Is continuing,

              


      

    

    
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    the Security Agent shall effect a release of all or any part of that additional security in accordance with the Agent's
      instructions, but this shall be without prejudice to the Agent's right to make a further request under this Clause 18.1 should the value of the remaining security subsequently merit it.

    
      
        	18.2	
                Provision of valuations

              


      

    

    
      
        	

              	18.2.1	
                The Borrowers shall provide the Agent with one set of valuations each in evidence of the Market Value of the Vessels for the purpose of Clause 18.1 (VTL Coverage) twice per calendar year throughout the Facility Period.

              


      

    

    
      
        	

              	18.2.2	
                If the Agent so requires, the Borrowers shall provide to the Agent with a second set of valuations by an approved shipbroker and the Market Value shall be the arithmetic
                  average of the two sets of valuations by the two approved shipbrokers.

              


      

    

    
      
        	

              	18.2.3	
                Additionally, the Agent shall at the request of the Lenders be entitled to obtain a valuation in evidence of the Market Value of a Vessel for the purpose of Clause 18.1 (VTL Coverage) at any time and such valuation obtained shall be at the expense of the Lenders except where the Borrowers are by means of such valuation shown to be in breach of that Clause.

              


      

    

    
      
        	

              	18.2.4	
                The Agent may at any time after a Default has occurred and is continuing or following the occurrence of an event described in Clause 7.5 (Mandatory


                    prepayment of sale or Total Loss) or during the continuation of an Event of Default obtain two sets of valuations in evidence of the Market Value of a Vessel or any other vessel over which additional security has been created in
                  accordance with Clause 18.1 (VTL Coverage).

              


      

    

    
      
        	

              	18.2.5	
                All valuations referred to in this Clause 18.2, except where specified in Clause 18.2.3, and all valuations to be obtained pursuant to Clause 4 (Conditions of Utilisation) shall be obtained at the cost and expense of the Borrowers and the Borrowers shall within three Business Days of demand by the Agent pay to the Agent the amount of all such costs and
                  expenses.

              


      

    

    
      
        	19	
                Guarantee and Indemnity

              


      

    

    
      
        	19.1	
                Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally:

              


      

    

    
      
        	

              	19.1.1	
                guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor's obligations under the Finance Documents;

              


      

    

    
      
        	

              	19.1.2	
                undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall
                  immediately on demand pay that amount as if it was the principal obligor; and

              


      

    

    
      
        	

              	19.1.3	
                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 an Obligor not paying any amount which would, but for such unenforceability, invalidity or

              


      

    

    
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    illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable
      by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

    
      
        	19.2	
                Continuing Guarantee This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any
                  Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

              


      

    

    
      
        	19.3	
                Reinstatement If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for
                  those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise,
                  without limitation, then the liability of each Guarantor under this Clause 19 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

              


      

    

    
      
        	19.4	
                Waiver of defences The obligations of each Guarantor under this Clause 19 will not be affected by an act, omission, matter or thing which, but for this Clause 19.4, would reduce,
                    release or prejudice any of its obligations under this Clause 19 (without limitation and whether or not known to it or any Finance Party) including:

              


      

    

    
      
        	

              	19.4.1	
                any time, waiver or consent granted to, or composition with, any Obligor or other person;

              


      

    

    
      
        	

              	19.4.2	
                the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any Obligor or any other member of the Group;

              


      

    

    
      
        	

              	19.4.3	
                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 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;

              


      

    

    
      
        	

              	19.4.4	
                any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

              


      

    

    
      
        	

              	19.4.5	
                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 increase in any facility or the addition of any new facility under any Finance Document or other document or security;

              


      

    

    
      
        	

              	19.4.6	
                any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

              


      

    

    
      
        	

              	19.4.7	
                any insolvency or similar proceedings.

              


      

    

    
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        	19.5	
                Guarantor intent Without prejudice to the generality of Clause 19.4 (Waiver of defences), each


                  Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount
                  made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out
                  restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made
                  available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

              


      

    

    
      
        	19.6	
                Immediate recourse Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its
                  behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 19. This waiver applies irrespective of any law or any provision of a Finance
                  Document to the contrary.

              


      

    

    
      
        	19.7	
                Appropriations Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents
                  have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

              


      

    

    
      
        	

              	19.7.1	
                refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those
                  amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

              


      

    

    
      
        	

              	19.7.2	
                hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor's liability under this Clause 19.

              


      

    

    
      
        	19.8	
                Deferral of Guarantors' rights Until all amounts which may be or become payable by the Obligors under or in connection with the
                  Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor shall exercise any rights which it may have 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 19:

              


      

    

    
      
        	

              	19.8.1	
                to be indemnified by an Obligor;

              


      

    

    
      
        	

              	19.8.2	
                to claim any contribution from any other guarantor of any Obligor's obligations under the Finance Documents;

              


      

    

    
      
        	

              	19.8.3	
                to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other
                  guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

              


      

    

    
      
        	

              	19.8.4	
                to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a
                  guarantee, undertaking or indemnity under Clause 19.1 (Guarantee and indemnity);

              


      

    

    
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              	19.8.5	
                to exercise any right of set-off against any Obligor; and/or

              


      

    

    
      
        	

              	19.8.6	
                to claim or prove as a creditor of any Obligor in competition with any Finance Party.

              


      

    

    If a 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 Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance
      Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 32 (Payment mechanics).

    
      
        	19.9	
                Additional security This guarantee is in addition to and is not in any way prejudiced by any other
                    guarantee or security now or subsequently held by any Finance Party.

              


      

    

    
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        	Section 8	
                Representations, Undertakings and Events of Default

              


      

    

    
      
        	20	
                Representations

              


      

    

    
      
        	20.1	
                Representations Each Borrower and each Guarantor makes the representations and warranties set out in this Clause 20 to each Finance
                  Party.

              


      

    

    
      
        	

              	20.1.1	
                Status Each of the Obligors:

              


      

    

    
      
        	

              	(a)	
                is a limited liability corporation, duly incorporated and validly existing under the law of its Original Jurisdiction; and

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	20.1.2	
                Binding obligations Subject to the Legal Reservations:

              


      

    

    
      
        	

              	(a)	
                the obligations expressed to be assumed by each of the Obligors in each of the Relevant Documents to which it is a party are legal, valid, binding and enforceable
                  obligations; and

              


      

    

    
      
        	

              	(b)	
                (without limiting the generality of Clause 20.1.2(a)) each Security Document to which it is a party creates the security interests which that Security Document purports to
                  create and those security interests are valid and effective.

              


      

    

    
      
        	

              	20.1.3	
                Non-conflict with other obligations The entry into and performance by each of the Obligors of, and the transactions contemplated
                  by, the Relevant Documents do not and will not conflict with:

              


      

    

    
      
        	

              	(a)	
                any law or regulation applicable to such Obligor;

              


      

    

    
      
        	

              	(b)	
                the constitutional documents of such Obligor; or

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	20.1.4	
                Power and authority

              


      

    

    
      
        	

              	(a)	
                Each of the Obligors has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the
                  Relevant Documents to which it is or will be a party and the transactions contemplated by those Relevant Documents.

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	20.1.5	
                Validity and admissibility in evidence All Authorisations required or desirable:

              


      

    

    
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              	(a)	
                to enable each of the Obligors lawfully to enter Into, exercise its rights and comply with its obligations in the Relevant Documents to which it is a party or to enable
                  each Finance Party to enforce and exercise all its rights under the Relevant Documents; and

              


      

    

    
      
        	

              	(b)	
                to make the Relevant Documents to which any Obligor Is a party admissible in evidence in its Relevant Jurisdictions,

              


      

    

    have been obtained or effected and are In full force and effect, with the exception only of the registrations referred to
      in Part II of Schedule 2 (Conditions Subsequent).

    
      
        	

              	20.1.6	
                Governing law and enforcement

              


      

    

    
      
        	

              	(a)	
                The choice of governing law of any Finance Document will be recognised and enforced in the Relevant Jurisdictions of each relevant Obligor.

              


      

    

    
      
        	

              	(b)	
                Any judgment obtained in relation to any Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in the
                    Relevant Jurisdictions of each relevant Obligor.

              


      

    

    
      
        	

              	20.1.7	
                Insolvency No corporate action, legal proceeding or other procedure or step described in Clause 24.1.7 (Insolvency proceedings) or creditors' process described in Cause 24.1.8 (Creditors' process) has been taken or, to the knowledge of any Borrower or any Guarantor, threatened in relation to an Obligor; and
                    none of the circumstances described in Clause 24.1.6 (Insolvency) applies to an Obligor.

              


      

    

    
      
        	

              	20.1.8	
                No filing or stamp taxes Under the laws of the
                    Relevant Jurisdictions of each relevant Obligor it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in any of those jurisdictions or that any stamp, registration, notarial or
                    similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents except registration of each Mortgage at the Ships Registry where title to the relevant Vessel is
                    registered in the ownership of the relevant Borrower and payment of associated fees, which registrations, filings, taxes and fees will be made and paid promptly
                    after the date of the relevant Finance Document,

              


      

    

    
      
        	

              	20.1.9	
                Deduction of Tax None of the Obligors is required under the law of its jurisdiction of incorporation
                    to make any deduction for or on account of Tax from any payment it may make under any Finance Document to a Lender which is:

              


      

    

    
      
        	

              	(a)	
                a Qualifying Lender falling within (a) of the definition of Qualifying Lender; or, except where a Direction has been given under section 931 of the ITA in relation to the
                  payment concerned, a Qualifying Lender falling within (b) of the definition of Qualifying Lender; or

              


      

    

    
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              	(b)	
                a Treaty Lender and the payment is one specified in a direction given by the Commissioners of Revenue & Customs under Regulation 2 of the Double Taxation Relief (Taxes
                  on Income) (General) Regulations 1970 (SI 1970/488).

              


      

    

    
      
        	

              	20.1.10	
                No default

              


      

    

    
      
        	

              	(a)	
                No Event of Default and, on the date of this Agreement and each Utilisation Date, no Default is continuing or is reasonably likely to result from the advance of the Loan or
                  the entry into, the performance of, or any transaction contemplated by, any of the Relevant Documents.

              


      

    

    
      
        	

              	(b)	
                No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any
                  combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on any of the Obligors or to which its assets are subject which has or is
                  reasonably likely to have a Material Adverse Effect.

              


      

    

    
      
        	

              	20.1.11	
                No misleading information Save as disclosed in writing to the Agent prior to the date of this Agreement:

              


      

    

    
      
        	

              	(a)	
                all material information provided to a Finance Party by or on behalf of any of the Obligors on or before the date of this Agreement and not superseded before that date is
                  accurate and not misleading in any material respect and all projections provided to any Finance Party on or before the date of this Agreement have been prepared in good faith on the basis of assumptions which were reasonable at the time
                  at which they were prepared and supplied; and

              


      

    

    
      
        	

              	(b)	
                all other written information provided by any of the Obligors (including its advisers) to a Finance Party was true, complete and accurate in all material respects as at the
                  date it was provided and is not misleading in any respect.

              


      

    

    
      
        	

              	20.1.12	
                Financial statements

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(b)	
                The unaudited Original Financial Statements fairly represent the Group's financial condition and results of operations for the relevant semester.

              


      

    

    
      
        	

              	(c)	
                The audited Original Financial Statements fairly represent the Group's financial condition and results of operations during the relevant financial year.

              


      

    

    
      Page 59

      
        


    

    
      
        	

              	(d)	
                There has been no material adverse change in the assets, business or consolidated financial condition of the Group since the date
                  of the Original Financial Statements.

              


      

    

    
      
        	

              	(e)	
                The Group's most recent financial statements delivered pursuant to Clause 21.1 (Financial statements):

              


      

    

    
      
        	

              	(i)	
                have been prepared in accordance with GAAP as applied to the Original Financial Statements; and

              


      

    

    
      
        	

              	(ii)	
                fairly represent its consolidated financial condition as at the end of, and its consolidated results of operations for, the period to which they relate.

              


      

    

    
      
        	

              	(f)	
                Since the date of the most recent financial statements delivered pursuant to Clause 21.1 (Financial statements) there has been no
                  material adverse change in the assets, business or financial condition of any of the Obligors or any other member of the Group.

              


      

    

    
      
        	

              	20.1.13	
                No proceedings

              


      

    

    
      
        	

              	(a)	
                No litigation, arbitration or administrative proceedings or investigation of or before any court, arbitral body or agency which, if adversely determined, are reasonably
                  likely to have a Material Adverse Effect have (to the best of its knowledge and belief (having made due and careful enquiry)) been started or threatened against any of the Obligors.

              


      

    

    
      
        	

              	(b)	
                No judgment or order of a court, arbitral body or agency which is reasonably likely to have a Material Adverse Effect has (to the best of its knowledge and belief (having
                  made due and careful enquiry)) been made against any of the Obligors.

              


      

    

    
      
        	

              	20.1.14	
                No breach of laws None of the Obligors has breached any law or regulation which breach has or is
                    reasonably likely to have a Material Adverse Effect.

              


      

    

    
      
        	

              	20.1.15	
                Environmental laws

              


      

    

    
      
        	

              	(a)	
                Each of the Obligors and each other member of
                    the Group is in compliance with Clause 23.3 (Environmental
                    compliance) and to the best of its knowledge and belief (having made due and careful enquiry) no circumstances have occurred which would prevent such compliance in a manner or to an extent which has
                    or is reasonably likely to have a Material Adverse Effect.

              


      

    

    
      
        	

              	(b)	
                No Environmental Claim has been commenced or (to the best of its knowledge and belief (having made due
                    and careful enquiry)) is threatened against any of the Obligors or any other member of the Group where that claim has or is reasonably likely, if determined against that Obligor or other member of the Group, to have a Material Adverse
                    Effect.

              


      

    

    
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              	20.1.16	
                Taxation

              


      

    

    
      
        	

              	(a)	
                None of the Obligors is materially overdue in the filing of any Tax returns or 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 any of the Obligors with respect to Taxes.

              


      

    

    
      
        	

              	(c)	
                Each of the Obligors is resident for Tax purposes only in its Original Jurisdiction.

              


      

    

    
      
        	

              	20.1.17	
                Anti-corruption law Each of the Obligors and each other member of the Group and each Affiliate of any of them has conducted its
                  businesses in compliance with applicable anti-corruption laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

              


      

    

    
      
        	

              	20.1.18	
                No Encumbrance or Financial Indebtedness

              


      

    

    
      
        	

              	(a)	
                No Encumbrance or Quasi-Security exists over all or any of the present or future assets of any of the Obligors other than as permitted by the Finance Documents.

              


      

    

    
      
        	

              	(b)	
                None of the Obligors has any Financial Indebtedness outstanding other than as permitted by this Agreement.

              


      

    

    
      
        	

              	20.1.19	
                Pari passu ranking The payment obligations of each of the Obligors 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.

              


      

    

    
      
        	

              	20.1.20	
                No adverse consequences

              


      

    

    
      
        	

              	(a)	
                It is not necessary under the laws of the Relevant Jurisdictions of any of the Obligors:

              


      

    

    
      
        	

              	(i)	
                in order to enable any Finance Party to enforce its rights under any Finance Document; or

              


      

    

    
      
        	

              	(ii)	
                by reason of the execution of any Finance Document or the performance by it of its obligations under any Finance Document,

              


      

    

    that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of the Relevant
      Jurisdictions of any of the Obligors.

    
      
        	

              	(b)	
                No Finance Party is or will be deemed to be resident, domiciled or carrying on business in any of the Relevant Jurisdictions of any of the Obligors by reason only of the
                  execution, performance and/or enforcement of any Finance Document.

              


      

    

    
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              	20.1.21	
                Disclosure of material facts No Borrower is aware of any material facts or circumstances which have
                    not been disclosed to the Agent and which might, if disclosed, have changed the decision of a person willing to make loan facilities of the nature contemplated by this Agreement available to the Borrowers.

              


      

    

    
      
        	

              	20.1.22	
                Completeness of Relevant
                    Documents The copies of any Relevant Documents provided or to be provided by the Borrowers to the Agent in accordance with
                    Clause 4 (Conditions of Utilisation) are, or will be, true and
                    accurate copies of the originals and represent, or will represent, the full agreement between the parties to those Relevant Documents in relation to the subject matter of those Relevant Documents and there are no commissions, rebates,
                    premiums or other payments due or to become due in connection with the subject matter of those Relevant Documents other than in the ordinary course of business or as disclosed to, and approved In writing by, the Agent.

              


      

    

    
      
        	

              	20.1.23	
                No immunity No Obligor or any of Its assets is
                    immune to any legal action or proceeding.

              


      

    

    
      
        	

              	20.1.24	
                Money laundering Any borrowing by a Borrower under this Agreement, and the performance of its obligations under this Agreement and under the other Finance Documents, will be for its own account and will not involve any breach by it of any law or
                    regulatory measure relating to ''money laundering" as defined in Article 1 of the Directive ((EU) 2015/849) of the European Parliament and of the Council of the European Communities.

              


      

    

    
      
        	

              	20.1.25	
                Sanctions

              


      

    

    
      
        	

              	(a)	
                None of the Obligors, any other member of the Group or any Affiliate of any of them is a Restricted Party or is owned or controlled by, or acting directly or indirectly on
                  behalf of or for the benefit of, a Restricted Party and none of such persons owns or controls a Restricted Party.

              


      

    

    
      
        	

              	(b)	
                No proceeds of the Loan shall be made available, directly or indirectly, to or for the benefit of a Restricted Party or otherwise shall be, directly or indirectly, applied
                  in a manner or for a purpose prohibited by Sanctions.

              


      

    

    
      
        	

              	(c)	
                Each of the Obligors, each other member of the Group and each Affiliate of any of them Is in compliance with all Sanctions.

              


      

    

    
      
        	

              	20.1.26	
                Ownership and control of Borrowers Each Borrower is a wholly owned direct or indirect subsidiary of
                    the Original Guarantor and is controlled by the Original Guarantor.

              


      

    

    
      
        	

              	20.1.27	
                Ranking Any Encumbrance created or expressed to be created in favour of the Security Agent pursuant to
                    the Security Documents has or will have the ranking in priority which it is expressed to have in the Security Documents and it is not subject to any prior ranking or pari passu ranking of an Encumbrance.

              


      

    

    
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              	20.1.28	
                Ownership of assets With effect on and from the date of its creation or intended creation, each Obligor will be the sole legal and
                  beneficial owner of any asset that is the subject of any Security Document created or intended to be created.

              


      

    

    
      
        	

              	20.1.29	
                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"), each Obligor's centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in its Original Jurisdiction and it has no "establishment" (as that term is used in
                  Article 2(h) of the Regulation) in any other jurisdiction.

              


      

    

    
      
        	20.2	
                Repetition Each Repeating Representation is deemed to be made by each Borrower and each Guarantor by reference to the facts and
                  circumstances then existing on the date of this Agreement, the date of the Utilisation Request, on the Utilisation Date, on the first day of each Interest Period and, in the case of those contained in Clauses 20.1.12(d) and 20.1.12(f) (Financial statements) and for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

              


      

    

    
      
        	21	
                Information Undertakings

              


      

    

    The undertakings in this Clause 21 remain in force for the duration of the Facility Period.

    
      
        	21.1	
                Financial statements The Original Guarantor shall supply to the Agent in sufficient copies for all of the Lenders:

              


      

    

    
      
        	

              	21.1.1	
                as soon as the same become available, but in any event within 180 days after the end of each of its financial years its audited consolidated financial statements for that
                  financial year;

              


      

    

    
      
        	

              	21.1.2	
                as soon as the same become available, but in any event within 120 days after the end of each half year during each of its financial years, the unaudited semi-annual
                  financial statements for that half year.

              


      

    

    
      
        	21.2	
                Compliance Certificate

              


      

    

    
      
        	

              	21.2.1	
                The Original Guarantor shall supply to the Agent, with each set of its annual financial statements delivered pursuant to Clause 21.1.1 (Financial


                    statements) and each set of its semi-annual financial statements delivered pursuant to Clause 21.1.2 (Financial statements), a Compliance Certificate setting out (in detail)
                  computations as to compliance with Clause 22 (Financial Covenants) and Clause 18.1 (VTL Coverage) as at the date as at which those financial statements
                  were drawn up.

              


      

    

    
      
        	

              	21.2.2	
                Each Compliance Certificate shall be signed by the chief financial officer of the Original Guarantor.

              


      

    

    
      
        	21.3	
                Requirements as to financial statements

              


      

    

    Each set of financial statements delivered pursuant to Clause 21.1 (Financial statements):

    
      Page 63

      
        


    

    
      
        	

              	21.3.1	
                shall be certified by a director of the Original Guarantor as fairly representing its financial condition and operations as at the date as at which those
                    financial statements were drawn up;

              


      

    

    
      
        	

              	21.3.2	
                shall be prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements
                  unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors deliver to the Agent:

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(b)	
                sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Agent to determine whether Clause 22 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

              


      

    

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

    
      
        	21.4	
                Information: miscellaneous Each Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so
                  requests):

              


      

    

    
      
        	

              	21.4.1	
                at the same time as they are dispatched, copies of all documents dispatched by that
                    Borrower to its shareholders generally (or any class of them) or dispatched by that Borrower or any other Obligor to its creditors generally (or any class of them);

              


      

    

    
      
        	

              	21.4.2	
                promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Obligor and which, if adversely determined, are reasonably likely to have a
                    Material Adverse Effect;

              


      

    

    
      
        	

              	21.4.3	
                promptly upon becoming aware of them, the details of any judgment or order of a
                    court, arbitrai body or agency which is made against any Obligor and which is reasonably likely to have a Material Adverse Effect;

              


      

    

    
      
        	

              	21.4.4	
                promptly, such information and documents as the Security Agent may reasonably require about the Charged Property and compliance of the Obligors with the terms
                    of any Security Documents (including without limitation cash flow analyses and details of the operating costs of any Vessel); and

              


      

    

    
      
        	

              	21.4.5	
                promptly on request, such further information regarding the financial condition, assets and operations of any Obligor or any other member of the Group
                    (including any requested amplification or explanation of any item in the financial statements, budgets or other material provided by any Obligor

              


      

    

    
      Page 64

      
        


    

    under this Agreement, any changes to management of the Group and an up to date copy of its shareholders' register (or
      equivalent in its Original Jurisdiction)) as any Finance Party through the Agent may reasonably request.

    
      
        	21.5	
                Notification of default

              


      

    

    
      
        	

              	21.5.1	
                Each Borrower and each Guarantor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

              


      

    

    
      
        	

              	21.5.2	
                Promptly upon a request by the Agent, each Borrower shall supply to the 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).

              


      

    

    
      
        	21.6	
                "Know your customer" checks

              


      

    

    
      
        	

              	21.6.1	
                If:

              


      

    

    
      
        	

              	(a)	
                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;

              


      

    

    
      
        	

              	(b)	
                any change in the status of an Obligor (or of a Holding Company of an Obligor) or the composition of the shareholders of an Obligor (or of a Holding Company of an Obligor)
                  after the date of this Agreement; or

              


      

    

    
      
        	

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

              


      

    

    obliges the Agent or any Lender (or, in the case of Clause 21.6.1(c), 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 Borrower shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such
      documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in Clause 21.6.1(c), on behalf of any prospective new Lender) in order
      for the Agent, such Lender or, in the case of the event described in Clause 21.6.1(c), 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.

    
      
        	

              	21.6.2	
                Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent
                  (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary "know your customer" or other

              


      

    

    
      Page 65

      
        


    

    similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance
      Documents.

    
      
        	

              	21.6.3	
                The Borrowers shall, by not less than ten Business Days' prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of the intention to
                  request that any other member of the Group becomes an Additional Guarantor pursuant to Clause 26 (Changes to the Obligors).

              


      

    

    
      
        	

              	216.4	
                Following the giving of any notice pursuant to Clause 21.6.3, if the accession of
                    such Additional Guarantor obliges the Agent or any Lender to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrowers shall promptly upon the request of the Agent or any Lender supply, or procure the supply of,
                    such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Agent or such Lender or 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 accession of such member of the Group to this Agreement as an Additional Guarantor.

              


      

    

    
      
        	22	
                Financial Covenants

              


      

    

    
      
        	22.1	
                The Original Guarantor shall maintain throughout the Facility Period a Market Value
                    Adjusted Net Worth of:

              


      

    

    
      
        	

              	22.1.1	
                not less than 25% of Market Value Adjusted Total Assets; and

              


      

    

    
      
        	

              	22.1.2	
                not less than $150,000,000.

              


      

    

    The financial covenants contained in this Clause 22 shall be tested for
      the first time on 30 June 2019, and thereafter semi-annually on the basis of the annual financial statements and semi annual financial statements (as applicable) to be provided under Clause 21.1 (Financial
        statements) and shall be confirmed in the relevant Compliance Certificate.

    The expressions used in this Clause shall be construed in accordance with GAAP, and for the purposes
      of this Agreement:-

    "Fleet Vessel" means any vessel (including, but not limited to, the Vessels) from time to time wholly owned by a member of the Group (directly or indirectly) including chartered-in vessels for which a
      member of the Group has a purchase obligation but excluding, for the avoidance of doubt, any newbuilding vessels not delivered to the relevant member of the Group at the relevant time, and "Fleet Vessels" means more than one of them).

    "Market Value Adjusted Net Worth" means the amount by which the Market Value Adjusted
      Total Assets exceed the Total Liabilities;

    "Market Value Adjusted Total Assets" means, at any time, Total Assets adjusted to reflect
      the difference between the book values of all Fleet Vessels and the aggregate Market Value of all Fleet Vessels and any vessels from time to time wholly

    
      Page 66

      
        


    

    owned by a member of the Group (directly or indirectly) which are subject to lease transactions;

    "Total Assets" means, as at the date of calculation or, as
      the case may be, for any accounting period, the aggregate value of all assets of the Group (including, without limitation, the Vessels) included in the annual or semi-annual (as the case may be) financial statements provided under Clause 21.1 (Financial statements) in accordance with GAAP, as at that date or for that period as shown in the most recent financial statements provided by the Original Guarantor pursuant to Clause 21.1 (Financial statements); and

    "Total Liabilities" means, as at the date of calculation
      or, as the case may be, for any accounting period, the total liabilities of the Group as determined in conformity with GAAP, as at that date or for that period as shown in the most recent financial statements provided by the Original Guarantor
      pursuant to Clause 21.1 (Financial statements).

    
      
        	22.2	
                Each Borrower shall at all times during the Facility Period maintain the Minimum Liquidity Amount in a bank account with the Account Holder, in each case free of any
                  Encumbrances other than in favour of the Security Agent.

              


      

    

    
      
        	23	
                General Undertakings

              


      

    

    The undertakings in this Clause 23 remain in force for the duration of the Facility Period.

    
      
        	23.1	
                Authorisations Each Borrower and each Guarantor shall promptly:

              


      

    

    
      
        	

              	23.1.1	
                obtain, comply with and do all that is necessary to maintain in full force and effect; and

              


      

    

    
      
        	

              	23.1.2	
                supply certified copies to the Agent of,

              


      

    

    any Authorisation required under any law or regulation of a Relevant Jurisdiction to:

    
      
        	

              	(a)	
                enable any Obligor to perform its obligations under the Finance Documents to which it is a party;

              


      

    

    
      
        	

              	(b)	
                ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document; and

              


      

    

    
      
        	

              	(c)	
                enable any Obligor to carry on its business where failure to do so has or is reasonably likely to have a Material Adverse Effect.

              


      

    

    
      
        	23.2	
                Compliance with laws

              


      

    

    
      
        	

              	23.2.1	
                Each Borrower and each Guarantor shall comply (and shall procure that each other Obligor, each other member of the Group and each Affiliate of any of them will comply), In
                  all respects with all laws to which it may be subject, if (except as regards Sanctions, to which Clause 23.2.2 applies, and anti-corruption laws, to which Clause 23.5 applies) failure so to comply has or is reasonably likely to have a
                  Material Adverse Effect.

              


      

    

    
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              	23.2.2	
                Each Borrower and each Guarantor shall comply (and shall procure that each other Obligor, each other member of the Group and each Affiliate of any of them will comply) in
                  all respects with all Sanctions.

              


      

    

    
      
        	23.3	
                Environmental compliance

              


      

    

    Each Borrower and each Guarantor shall:

    
      
        	

              	23.3.1	
                comply with all Environmental Laws;

              


      

    

    
      
        	

              	23.3.2	
                obtain, maintain and ensure compliance with all requisite Environmental Approvals; and

              


      

    

    
      
        	

              	23.3.3	
                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.

    
      
        	23.4	
                Environmental Claims

              


      

    

    Each Borrower and each Guarantor shall promptly upon becoming aware of the same, inform the Agent in writing
        of:

    
      
        	

              	23.4.1	
                any Environmental Claim against any of the Obligors or any other member of the Group which is current, pending or threatened; and

              


      

    

    
      
        	

              	23.4.2	
                any facts or circumstances which are reasonably likely to result in any
                    Environmental Claim being commenced or threatened against any of the Obligors or any other member of the Group,

              


      

    

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

    
      
        	23.5	
                Anti-corruption law

              


      

    

    
      
        	

              	23.5.1	
                Each Borrower and each Guarantor shall not (and shall procure that no other Obligor or other member of the Group will) directly or indirectly use the proceeds of the Loan
                  for any purpose which would breach the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.

              


      

    

    
      
        	

              	23.5.2	
                Each Borrower and each Guarantor shall (and shall procure that each other Obligor and each other member of the Group will):

              


      

    

    
      
        	

              	(a)	
                conduct its businesses in compliance with applicable anti-corruption laws; and

              


      

    

    
      
        	

              	(b)	
                maintain policies and procedures designed to promote and achieve compliance with such laws.

              


      

    

    
      
        	23.6	
                Taxation

              


      

    

    
      
        	

              	23.6.1	
                Each Borrower and each Guarantor shall (and shall procure that each other Obligor and each other member of the Group will) pay and discharge all

              


      

    

    
      Page 68

      
        


    

    Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the
      extent that:

    
      
        	

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

              


      

    

    
      
        	

              	(b)	
                adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the
                  Agent under Clause 21.1 (Financial statements); and

              


      

    

    
      
        	

              	(c)	
                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.

              


      

    

    
      
        	

              	23.6.2	
                Neither any Borrower nor any Guarantor may (and no other Obligor or other member of the Group may) change its residence for Tax purposes.

              


      

    

    
      
        	23.7	
                Evidence of good standing Each Borrower will from time to time, if applicable and if requested by the Agent, provide the Agent with
                  evidence in form and substance satisfactory to the Agent that each Obligor and each corporate shareholder of an Obligor (other than the Original Guarantor) remains in good standing.

              


      

    

    
      
        	23.8	
                Pari passu ranking Each Borrower and each Guarantor shall ensure that at all times any unsecured and unsubordinated claims of a
                  Finance Party against it under the Finance Documents rank at least pan 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.

              


      

    

    
      
        	23.9	
                Negative pledge

              


      

    

    In this Clause 23.9 "Quasi-Security" means an arrangement or transaction described in Clause
      23.9.2.

    Except as permitted under Clause 23.9.3:

    
      
        	

              	23.9.1	
                The Borrowers shall not create nor permit to subsist any Encumbrance over any of its assets.

              


      

    

    
      
        	

              	23.9.2	
                The Borrowers shall not:

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(c)	
                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

              


      

    

    
      
        	

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

              


      

    

    
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    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.

    
      
        	

              	23.9.3	
                Clauses 23.9.1 and 23.9.2 do not apply to any Encumbrance or (as the case may be) Quasi-Security, which is a Permitted Encumbrance.

              


      

    

    
      
        	23.10	
                Disposals

              


      

    

    
      
        	

              	23.10.1	
                Except as permitted under Clause 23.10.2, the Borrowers shall not enter into a single transaction or a series of transactions (whether related or not) and whether voluntary
                  or involuntary to sell, lease, transfer or otherwise dispose of any asset.

              


      

    

    
      
        	

              	23.10.2	
                Clause 23.10.1 does not apply to: (a) any sale, lease, transfer or other disposal which is a Permitted Disposal and (b) (subject to the provisions of the Security
                  Documents) any charter of a Vessel with a duration not exceeding 24 months.

              


      

    

    
      
        	23.11	
                Arm's length basis

              


      

    

    
      
        	

              	23.11.1	
                Except as permitted under Clause 23.11.2, the Borrowers shall not enter into any transaction with any person except on arm's length terms and for full market value.

              


      

    

    
      
        	

              	23.11.2	
                The following transactions shall not be a breach of this Clause
                    23,11: fees, costs and expenses payable under the Relevant Documents in the amounts set out in the Relevant Documents delivered to the Agent under Clause 4.1 (Initial conditions precedent) or agreed by the Agent.

              


      

    

    
      
        	23.12	
                Merger The Borrowers shall not enter into any amalgamation, dernerger, merger, consolidation or corporate reconstruction.

              


      

    

    
      
        	23.13	
                Change of business The Borrowers shall not
                    make any substantial change to the general nature of its business from that carried on at the date of this Agreement.

              


      

    

    
      
        	23.14	
                No other business No Borrower shall engage in any business other than the ownership, operation, chartering and management of the relevant Vessel.

              


      

    

    
      
        	23.15	
                No acquisitions The Borrowers shall not
                    acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or incorporate a company.

              


      

    

    
      
        	23.16	
                No Joint Ventures No Borrower shall:

              


      

    

    
      
        	

              	23.16.1	
                enter into, invest in or acquire (or agree to acquire) any shares, stocks, securities or other interest in any Joint Venture; or

              


      

    

    
      
        	

              	23.16.2	
                transfer any assets or lend to or guarantee or give an indemnity for or give security for the obligations of a Joint Venture or maintain the solvency of or provide working
                  capital to any Joint Venture (or agree to do any of the foregoing).

              


      

    

    
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        	23.17	
                No borrowings No Borrower shall incur or allow to remain outstanding any Financial Indebtedness (including without limitation any
                  loans from the Original Guarantor or any other member of the Group) (except for the Loan), unless it is subordinated to the Loan on terms acceptable to the Agent in its absolute discretion including in respect of intragroup loans, without
                  limitation provisions prohibiting repayment if an Event of Default has occurred and is continuing.

              


      

    

    
      
        	23.18	
                No substantial liabilities Except in the ordinary course of business, no Borrower shall incur any liability to any third party which
                  is in the Agent's opinion of a substantial nature.

              


      

    

    
      
        	23.19	
                No loans or credit None of the Borrowers shall be a creditor in respect of any Financial Indebtedness.

              


      

    

    
      
        	23.20	
                No guarantees or indemnities None of the Borrowers shall incur or allow to remain outstanding any guarantee in respect of any
                  obligation of any person.

              


      

    

    
      
        	23.21	
                No dividends If an Event of Default has occurred or is continuing or would result from any of the actions referred to below, the
                  Borrower shall not:

              


      

    

    
      
        	

              	23.21.1	
                declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on
                  or in respect of its share capital (or any class of its share capital);

              


      

    

    
      
        	

              	23.21.2	
                repay or distribute any dividend or share premium reserve;

              


      

    

    
      
        	

              	23.21.3	
                pay any management, advisory or other fee to or to the order of any of the shareholders of the Guarantor;

              


      

    

    
      
        	

              	23.21.4	
                redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so; or

              


      

    

    
      
        	

              	23.21.5	
                issue any new shares in its share capital or resolve to do so.

              


      

    

    
      
        	23.22	
                People with significant control regime Each Borrower and each Guarantor shall (and shall procure that each other Obligor will):

              


      

    

    
      
        	

              	23.22.1	
                within the relevant timeframe, comply with any notice it receives pursuant to Part 21A of the Companies Act 2006 from any company incorporated in the United Kingdom whose
                  shares are the subject of any Security Document; and

              


      

    

    
      
        	

              	23.22.2	
                promptly provide the Security Agent with a copy of that notice.

              


      

    

    
      
        	23.23	
                No change in Relevant Documents Neither any Borrower nor any Guarantor shall (and the Borrowers shall procure that no other Obligor
                  will) amend, vary, novate, supplement, supersede, waive or terminate any term of, any of the Relevant Documents which are not Finance Documents, or any other document delivered to the Agent pursuant to Clause 4.1 (Initial conditions precedent) or Clause 4.2 (Further conditions precedent) or Clause 4.3 (Conditions subsequent).

              


      

    

    
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        	23.24	
                Further assurance

              


      

    

    
      
        	

              	23.24.1	
                Each Borrower and each Guarantor shall (and shall procure that each other Obligor and each other member of the Group will) promptly do all such acts or execute all such
                  documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent may reasonably require in favour of the Security Agent or its
                  nominee(s)):

              


      

    

    
      
        	

              	(a)	
                to perfect any Encumbrance created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment
                  or other Encumbrance over all or any of the assets which are, or are intended to be, the subject of the Security Documents) or for the exercise of any rights, powers and remedies of the Security Agent or the Finance Parties provided by or
                  pursuant to the Finance Documents or by law;

              


      

    

    
      
        	

              	(b)	
                to confer on the Security Agent or confer on the Finance Parties an Encumbrance over any property and assets of that Borrower (or that other Obligor or that other member of
                  the Group as the case may be) located in any jurisdiction equivalent or similar to the Encumbrance intended to be conferred by or pursuant to the Security Documents; and/or

              


      

    

    
      
        	

              	(c)	
                to facilitate the realisation of the assets which are, or are intended to be, the subject of the Security Documents.

              


      

    

    
      
        	

              	23.24.2	
                Each Borrower and each Guarantor shall (and shall procure that each other Obligor and each other member of the Group 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 Encumbrance conferred or intended to be conferred on the Security Agent or the Finance Parties by or pursuant to the Finance Documents.

              


      

    

    
      
        	23.25	
                Inventory of Hazardous Materials Each Borrower
                    shall ensure that each Vessel owned by it carries an IHM from the relevant approved classification society on or before the earlier of (i) the date such IHM becomes mandatory pursuant to any applicable law or regulation, and (ii) the
                    2nd anniversary of the signing of this agreement.

              


      

    

    
      
        	23.26	
                Recycling Each Borrower and each Guarantor shall (and shall procure that each other Obligor and each
                    other member of the Group will) confirm that as long as it is in a lending relationship with ABN AMRO Bank N.V., it will ensure that any ship controlled by it or
                    sold to an intermediary with the intention of being scrapped, is recycled at a recycling yard which conducts its recycling business in a socially and environmentally responsible manner, in accordance with the provisions of The Hong Kong
                    International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 and/or EU Ship Recycling Regulation.

              


      

    

    
      
        	23.27	
                Sanctions

              


      

    

    
      Page 72

      
        


    

    
      
        	

              	23.27.1	
                Each Obligor shall (and each Borrower shall procure that each member of the Group will) comply with all Sanctions.

              


      

    

    
      
        	

              	23.27.2	
                None of the Borrowers or the Guarantors shall (and the Borrowers shall procure that no Obligor and no member of the Group will) become a Restricted Party or act on behalf
                  of, or as an agent of, a Restricted Party, to the extent this would lead to non-compliance by it or any other Party with any applicable Sanctions.

              


      

    

    
      
        	

              	23.27.3	
                None of the Borrowers or the Guarantors shall (and the Borrowers shall procure that no Obligor and no member of the Group will) use, lend, contribute or otherwise make
                  available the proceeds of any Loan or other transaction contemplated by this Agreement directly or indirectly for the purpose of financing any trade, business or other activities with any Restricted Party, to the extent, in each case,
                  such use, lending, contributing or otherwise making available.

              


      

    

    
      
        	

              	23.27.4	
                The proceeds would lead to non-compliance by it or any other Party with any applicable Sanctions.

              


      

    

    
      
        	

              	23.27.5	
                None of the Borrowers or the Guarantors shall (and the Borrowers shall procure that no Obligor and no member of the Group will) use any revenue or benefit derived from any
                  activity or dealing with a Restricted Party in discharging any obligation due or owing to the Finance Parties to the extent such use would lead to non-compliance by it or any other Party with any applicable Sanctions.

              


      

    

    
      
        	

              	23.27.6	
                The Borrowers and the Guarantor shall (and each Borrower shall procure that each other Obligor or member of the Group will) procure that no proceeds from any activity or
                  dealing with a Restricted Party are credited to any bank account held with any Finance Party or any Affiliate of a Finance Party, to the extent crediting such bank account would lead to non-compliance by it, any Finance Party or any
                  Affiliate of a Finance Party with any applicable Sanctions.

              


      

    

    
      
        	

              	23.27.7	
                None of the Borrowers or the Guarantors shall (and the Borrowers shall procure that no Obligor and no member of the Group will) to the extent permitted by law and promptly
                  upon becoming aware of them, supply to the Agent details of any claim, action, suit, proceedings or investigation against it with respect to Sanctions by any Sanctions Authority.

              


      

    

    
      
        	23.28	
                Ownership The Borrower shall procure that there is no change in the ownership of any Borrower without the prior written consent of
                  the Agent (acting on the instructions of all the Lenders).

              


      

    

    
      
        	23.29	
                No dealings with Master Agreement No Borrower shall assign, novate or encumber or in any other way transfer any of its rights or
                  obligations under the Master Agreement, nor enter into any interest rate exchange or hedging agreement with anyone other than the Swap Provider.

              


      

    

    
      Page 73

      
        


    

    
      
        	23.30	
                Existing Facility Promptly following the Agent's request and provided that an Event of Default is continuing, each Borrower and the
                  Original Guarantor shall do such acts or execute such documents as may be required by the Agent to:

              


      

    

    
      
        	

              	23.30.1	
                provide additional security to the obligations of the Existing Borrowers under the Existing Facility; or

              


      

    

    
      
        	

              	23.30.2	
                cross collateralise and cross secure any obligations of the Borrowers and the Existing Borrowers under this Agreement and the Existing Facility.

              


      

    

    
      
        	24	
                Events of Default

              


      

    

    
      
        	24.1	
                Events of Default Each of the events or circumstances set out in this Clause 24.1 is an Event of Default.

              


      

    

    
      
        	

              	24.1.1	
                Non-payment An Obligor does not pay on the due date any amount payable by it under 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 two Business Days of its due date.

              


      

    

    
      
        	

              	24.1.2	
                Other specific obligations

              


      

    

    
      
        	

              	(a)	
                Any requirement of Clause 21.2 (Compliance Certificate), Clause 22 (Financial Covenants) and


                  23.27 (Sanctions) is not satisfied.

              


      

    

    
      
        	

              	(b)	
                An Obligor does not comply with any obligation in a Finance Document relating to the Insurances or with Clauses 3.1 (Purpose), 4.4


                  (No waiver), 7.5 (Mandatory prepayment on sale or Total Loss), 7.8 (Prepayment — Change of Control), 18.1 (Additional security), 21.1 (Financial statements), 23.21 (No dividends), 20.1.17 (Anti-corruption law), 23.2 (Compliance with laws), 23.5 (Anti-corruption law), 23.8 (Pari passu
                    ranking).

              


      

    

    
      
        	

              	24.1.3	
                Other obligations

              


      

    

    
      
        	

              	(a)	
                An Obligor does not comply with any provision of a Finance Document (other than those referred to in Clause 24.1.1 (Non-payment) and


                  Clause 24.1.2 (Other specific obligations).

              


      

    

    
      
        	

              	(b)	
                No Event of Default under this Clause 24.1.3 will occur if the failure to comply Is capable of remedy and is remedied within fifteen Business Days of the earlier of (i) the
                  Agent giving notice to the Borrowers and (ii) the Borrowers becoming aware of the failure to comply.

              


      

    

    
      
        	

              	24.1.4	
                Misrepresentation Any representation or statement made or deemed to be made by an Obligor in any Finance Document or any other
                  document

              


      

    

    
      Page 74

      
        


    

    delivered by or on behalf of an 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.

    
      
        	

              	24.1.5	
                Cross default

              


      

    

    
      
        	

              	(a)	
                Any Financial Indebtedness of an Obligor or of any other member of the Group is not paid when due nor within any originally applicable grace period.

              


      

    

    
      
        	

              	(b)	
                Any Financial Indebtedness of an Obligor or of any other member of the Group is declared to be, or otherwise becomes, due and payable prior to its specified maturity as a
                  result of an event of default (however described).

              


      

    

    
      
        	

              	(c)	
                Any commitment for any Financial Indebtedness of an Obligor or of any other member of the Group is cancelled or suspended by a creditor of an Obligor or of any other member
                  of the Group as a result of an event of default (however described).

              


      

    

    
      
        	

              	(d)	
                Any creditor of an Obligor or of any other member of the Group becomes entitled to declare any Financial Indebtedness of an Obligor or of any other member of the Group due
                  and payable prior to its specified maturity as a result of an event of default (however described).

              


      

    

    
      
        	

              	(e)	
                No Event of Default will occur under this Clause 24.1.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within (a) to (d)
                  is less than $10,000,000 in aggregate in the case of each Guarantor or each other member of the Group (other than a Borrower) and (ii) less than $500,000 in aggregate in the case of a Borrower (or, in each case, its equivalent in any
                  other currency or currencies).

              


      

    

    
      
        	

              	24.1.6	
                Insolvency

              


      

    

    
      
        	

              	(a)	
                An Obligor or any other member of the Group:

              


      

    

    
      
        	

              	(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 with a view to rescheduling any of its indebtedness.

              


      

    

    
      Page 75

      
        


    

    
      
        	

              	(b)	
                The value of the assets of an Obligor or any other member of the Group is less than its liabilities (taking into account contingent and prospective liabilities).

              


      

    

    
      
        	

              	(c)	
                A moratorium is declared in respect of any Indebtedness of an Obligor or any other member of the Group. If a moratorium occurs, the ending of the moratorium will not
                    remedy any Event of Default caused by that moratorium.

              


      

    

    
      
        	

              	24.1.7	
                Insolvency proceedings Any corporate action, legal proceedings or other procedure or step is taken in relation to:

              


      

    

    
      
        	

              	(a)	
                the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, bankruptcy or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of an Obligor or any other member of the Group;

              


      

    

    
      
        	

              	(b)	
                a composition, compromise, assignment or arrangement with any creditor of an Obligor or any other member of the Group;

              


      

    

    
      
        	

              	(c)	
                the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, trustee or other similar officer in respect of an Obligor or any other member of the Group or any of its assets; or

              


      

    

    
      
        	

              	(d)	
                enforcement of any Encumbrance over any assets of an Obligor or any other member of the Group,

              


      

    

    or any analogous procedure or step is taken in any
        jurisdiction.

    This Clause 24.1.7 shall not appry to (i) any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 30 days of
        commencement or (ii) any arrest or detention of a Vessel from which that Vessel is released within 30 days from the date of that arrest
        or detention.

    
      
        	

              	24.1.8	
                Creditors' process Any expropriation, attachment, sequestration,
                    distress or execution (or any analogous process in
                    any jurisdiction) affects any asset or assets of an Obligor or any other member of the Group and is not discharged within 30 days.

              


      

    

    
      
        	

              	24.1.9	
                Unlawfulness and invalidity

              


      

    

    
      
        	

              	(a)	
                It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents or any Encumbrance created or expressed to be created or evidenced by the Security Documents ceases to be effective.

              


      

    

    
      
        	

              	(b)	
                Any obligation or obligations of any Obligor under any Finance Documents are not (subject to the Legal Reservations) or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the
                    Finance Documents.

              


      

    

    
      Page 76

      
        


    

    
      
        	

              	(c)	
                Any Finance Document ceases to be in full force and effect or any Encumbrance created or expressed to be created or evidenced by the Security Documents ceases to be legal,
                  valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective.

              


      

    

    
      
        	

              	24.1.10	
                Cessation of business An Obligor or any other member of the Group ceases, or threatens to cease, to carry on all or a substantial
                  part of its business except as a result of a Permitted Disposal.

              


      

    

    
      
        	

              	24.1.11	
                Change in ownership or control of a Borrower There is any change in the ownership of a Borrower.

              


      

    

    
      
        	

              	24.1.12	
                Expropriation The authority or ability of an Obligor or any other 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 an Obligor or any
                  member of the Group or any of its assets.

              


      

    

    
      
        	

              	24.1.13	
                Repudiation and rescission of agreements

              


      

    

    
      
        	

              	(a)	
                An Obligor rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or evidences an intention to rescind or repudiate a Finance Document.

              


      

    

    
      
        	

              	(b)	
                Subject to Clause 24.1.13(c), any party to any of the Relevant Documents that is not a Finance Document rescinds or purports to rescind or repudiates or purports to
                  repudiate that Relevant Document in whole or in part where to do so has or is, in the reasonable opinion of the Majority Lenders, likely to have a material adverse effect on the interests of the Lenders under the Finance Documents.

              


      

    

    
      
        	

              	(c)	
                Any of the Management Agreements is terminated, cancelled or otherwise ceases to remain in full force and effect at any time prior to its contractual expiry date and is not
                  immediately replaced by a similar agreement in form and substance satisfactory to the Majority Lenders.

              


      

    

    
      
        	

              	24.1.14	
                Conditions subsequent Any of the conditions referred to in Clause 4.3 (Conditions subsequent) is


                  not satisfied within the time reasonably required by the Agent.

              


      

    

    
      
        	

              	24.1.15	
                Revocation or modification of Authorisation Any Authorisation of any governmental, judicial or other public body or authority which
                  is now, or which at any time during the Facility Period becomes, necessary to enable any of the Obligors or any other person (except a Finance Party) to comply with any of their obligations under any Relevant Document is not obtained, is
                  revoked, suspended, withdrawn or withheld, or is modified in a manner which the Agent considers is, or may be, prejudicial to the interests of any Finance Party, or ceases to remain in full force and effect.

              


      

    

    
      Page 77

      
        


    

    
      
        	

              	24.1.16	
                Reduction of capital A Borrower reduces its authorised or issued or subscribed capital.

              


      

    

    
      
        	

              	24.1.17	
                Loss of Vessel A Vessel
                    suffers a Total Loss or is otherwise destroyed or abandoned, or a similar event occurs in relation to any other vessel which may from time to time be mortgaged to the Security Agent as
                    security for the payment of all or any part of the Indebtedness, except that a Total
                    Loss (which term shall for the purposes of the remainder of this Clause 24.1.17 include
                    an event similar to a Total Loss in relation to any other vessel) shall not be an Event of Default if:

              


      

    

    
      
        	

              	(a)	
                that Vessel or other vessel is insured in accordance with the Security Documents and
                    a claim for Total Loss is available under the terms of the relevant insurances; and

              


      

    

    
      
        	

              	(b)	
                no insurer has refused to meet or has disputed the claim for Total Loss and it is
                    not apparent to the Agent in its discretion that any such refusal or dispute is likely to occur; and

              


      

    

    
      
        	

              	(c)	
                payment of all insurance proceeds in respect of the Total Loss is made in full to the
                    Security Agent within 180 days of the occurrence of the casualty giving rise to the Total Loss in question (save that, in relation to a Total Loss under part (c)
                    of the definition of Total Loss, an Event of Default shall not occur if payment of all insurance proceeds in respect of that
                    Total Loss is made in full to the Security Agent within 180 days after that Total Loss has occurred) or (in each such case) such
                    longer period as the Agent may in its discretion agree.

              


      

    

    
      
        	

              	24.1.18	
                Challenge to registration The registration of a Vessel or a Mortgage is contested or becomes void or voidable or liable to cancellation or termination, or the validity or priority of a
                    Mortgage is contested.

              


      

    

    
      
        	

              	24.1.19	
                War The country of registration of a Vessel becomes involved in war (whether or not declared) or civil war or is occupied by any other power and the Agent considers that, as a result, the
                    security conferred by any of the Security Documents Is materially prejudiced.

              


      

    

    
      
        	

              	24.1.20	
                Master Agreement termination A notice is given by the Swap Provider under section 6(a) of the Master Agreement, or by any person under section 6(b)(iv) of the Master Agreement, in either case designating an Early Termination Date for the purpose of the Master Agreement, or the
                    Master Agreement is for any other reason terminated, cancelled, suspended, rescinded, revoked or otherwise ceases to remain in full force and effect.

              


      

    

    
      
        	

              	24.1.21	
                Notice of determination A Guarantor gives notice to the Security Agent to determine any obligations under the relevant Guarantee.

              


      

    

    
      
        	

              	24.1.22	
                Litigation Any litigation,
                    arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency are started or threatened, or any judgment or order
                    of a court, arbitral body or agency is made, in relation to the Relevant Documents or the
                    transactions

              


      

    

    
      Page 78

      
        


    

    contemplated in the Relevant Documents or against an Obligor or any other member of the Group or its assets which have, or
      has, or are, or is, reasonably likely to have a Material Adverse Effect.

    
      
        	

              	24.1.23	
                Material adverse change Any event or circumstance occurs which the Majority Lenders reasonably believe has or is reasonably likely
                  to have a Material Adverse Effect.

              


      

    

    
      
        	

              	24.1.24	
                Listing of Original Guarantor The shares (or any part thereof) of the Original Guarantor cease to be listed on the New York Stock
                  Exchange or Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital Market and any successor thereof or any other internationally recognised stock exchange acceptable to the Agent.

              


      

    

    
      
        	24.2	
                Acceleration On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so
                  directed by the Majority Lenders:

              


      

    

    
      
        	

              	24.2.1	
                by notice to the Borrowers:

              


      

    

    
      
        	

              	(a)	
                cancel the Total Commitments, at which time 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, at which time they shall become immediately due and payable; and/or

              


      

    

    
      
        	

              	(c)	
                declare that all or part of the Loan be payable on demand, at which time it shall immediately become payable on demand by the Agent on the instructions of the Majority
                  Lenders; and/or

              


      

    

    
      
        	

              	24.2.2	
                exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

              


      

    

    
      Page 79

      
        


    

    
      
        	Section 9	
                Changes to Parties

              


      

    

    
      
        	25	
                Changes to the Lenders

              


      

    

    
      
        	25.1	
                Assignments and transfers by the Lenders Subject to this Clause 25, a Lender (the "Existing Lender") may:

              


      

    

    
      
        	

              	25.1.1	
                assign any of its rights; or

              


      

    

    
      
        	

              	25.1.2	
                transfer by novation any of its rights and obligations,

              


      

    

    under any Finance Document 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").

    
      
        	25.2	
                Conditions of assignment or transfer

              


      

    

    
      
        	

              	25.2.1	
                An Existing Lender must obtain the prior written consent of the Borrowers before it may make an assignment or transfer in accordance with Clause 25.1 (Assignments and transfers by the Lenders) unless the assignment or transfer is:

              


      

    

    
      
        	

              	(a)	
                to another Lender or an Affiliate of any Lender;

              


      

    

    
      
        	

              	(b)	
                to a fund which is a Related Fund of that Existing Lender; or

              


      

    

    
      
        	

              	(c)	
                made at a time when an Event of Default is continuing.

              


      

    

    
      
        	

              	25.2.2	
                The consent of the Borrowers to an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent five Business Days after the Lender has requested it unless


                    consent is expressly refused by the Borrowers within that time.

              


      

    

    
      
        	

              	25.2.3	
                An assignment will only be effective on:

              


      

    

    
      
        	

              	(a)	
                receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the
                    Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it had been
                    an Original Lender; and

              


      

    

    
      
        	

              	(b)	
                performance by the 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 Agent shall promptly notify to the Existing Lender and the New Lender.

              


      

    

    
      
        	

              	25.2.4	
                A transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) is complied with.

              


      

    

    
      
        	

              	25.2.5	
                If:

              


      

    

    
      Page 80

      
        


    

    
      
        	

              	(a)	
                a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

              


      

    

    
      
        	

              	(b)	
                as a result of circumstances existing at the date the assignment, transfer or change occurs, a Borrower or a Guarantor 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 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 Clause 25.2.5 shall not apply:

    
      
        	

              	(c)	
                in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loan; or

              


      

    

    
      
        	

              	(d)	
                in relation to Clause 12.2 (Tax gross-up), to a Treaty Lender that has included a confirmation of its scheme reference number and
                  its jurisdiction of tax residence in accordance with Clause 12.2.7(b)(ii) (Tax gross-up) if the Borrower making the payment has not made a Borrower DTTP Filing in respect of that Treaty Lender.

              


      

    

    
      
        	

              	25.2.6	
                Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the 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.

              


      

    

    
      
        	25.3	
                Assignment or transfer fee

              


      

    

    
      
        	

              	25.3.1	
                Subject to Clause 25.3.2, the New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of $7,000.

              


      

    

    
      
        	

              	25.3.2	
                No fee is payable pursuant to Clause 25.3.1 if:

              


      

    

    
      
        	

              	(a)	
                the Agent agrees that no fee is payable; or

              


      

    

    
      
        	

              	(b)	
                the assignment or transfer is made by an Existing Lender:

              


      

    

    
      
        	

              	(i)	
                to an Affiliate of that Existing Lender;

              


      

    

    
      
        	

              	(ii)	
                to a fund which is a Related Fund of that Existing Lender; or

              


      

    

    
      
        	

              	(iii)	
                in connection with primary syndication of the Loan.

              


      

    

    
      Page 81

      
        


    

    
      
        	25.4	
                Limitation of responsibility of Existing Lenders

              


      

    

    
      
        	

              	25.4.1	
                Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

              


      

    

    
      
        	

              	(a)	
                the legality, validity, effectiveness, adequacy or enforceability of the Relevant Documents or any other documents;

              


      

    

    
      
        	

              	(b)	
                the financial condition of any Obligor;

              


      

    

    
      
        	

              	(c)	
                the performance and observance by any Obligor or any other member of the Group of its obligations under the Relevant Documents or any other documents; or

              


      

    

    
      
        	

              	(d)	
                the accuracy of any statements (whether written or oral) made in or in connection with any of the Relevant Documents or any other document,

              


      

    

    and any representations or warranties implied by law are excluded.

    
      
        	

              	25.4.2	
                Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

              


      

    

    
      
        	

              	(a)	
                has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and each other member of the Group 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 in connection with any of the Relevant Documents; and

              


      

    

    
      
        	

              	(b)	
                will continue to make its own independent appraisal of the creditworthiness of each Obligor and each other member of the Group and its related entities while any amount is
                  or may be outstanding under the Finance Documents or any Commitment is in force.

              


      

    

    
      
        	

              	25.4.3	
                Nothing in any Finance Document obliges an Existing Lender to:

              


      

    

    
      
        	

              	(a)	
                accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 25; or

              


      

    

    
      
        	

              	(b)	
                support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Relevant Documents or
                  otherwise.

              


      

    

    
      
        	25.5	
                Procedure for transfer

              


      

    

    
      
        	

              	25.5.1	
                Subject to the conditions set out in Clause 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with
                  Clause 25.5.3 when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to

              


      

    

    
      Page 82

      
        


    

    Clause 25.2.3(b), as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing
      on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

    
      
        	

              	25.5.2	
                The 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.

              


      

    

    
      
        	

              	25.5.3	
                Subject to Clause 25.9 (Pro rata interest settlement), on the Transfer Date:

              


      

    

    
      
        	

              	(a)	
                to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each Borrower and
                  each Guarantor and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the "Discharged Rights and Obligations");

              


      

    

    
      
        	

              	(b)	
                each Borrower and each Guarantor 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 Borrower and that Guarantor and the New Lender have assumed and/or acquired the same in place of that Borrower and that Guarantor and the Existing Lender;

              


      

    

    
      
        	

              	(c)	
                the Agent, the Security Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves 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 Agent, the Security Agent and the Existing Lender shall each be
                  released from further obligations to each other under the Finance Documents; and

              


      

    

    
      
        	

              	(d)	
                the New Lender shall become a Party as a "Lender".

              


      

    

    
      
        	25.6	
                Procedure for assignment

              


      

    

    
      
        	

              	25.6.1	
                Subject to the conditions set out in Clause 25.2 (Conditions of assignment or transfer) an assignment may be effected in
                  accordance with Clause 25.6.3 when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to Clause 25.6.2, 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.

              


      

    

    
      Page 83

      
        


    

    
      
        	

              	25.6.2	
                The Agent shalt 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.

              


      

    

    
      
        	

              	25.6.3	
                Subject to Clause 25.9 (Pro rata interest settlement), on the Transfer Date:

              


      

    

    
      
        	

              	(a)	
                the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of any Encumbrance created or expressed to be created or
                  evidenced by the Security Documents and expressed to be the subject of the assignment in the Assignment Agreement;

              


      

    

    
      
        	

              	(b)	
                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 any Encumbrance created or expressed to be created or evidenced by the Security Documents); and

              


      

    

    
      
        	

              	(c)	
                the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.

              


      

    

    
      
        	

              	25.6.4	
                Lenders may utilise procedures other than those set out in this Clause 25.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant
                  Obligor or unless in accordance with Clause 25.5 (Procedure for transfer), to obtain a release by that Obligor from the obligations owed to that 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 25.2 (Conditions of assignment or transfer).

              


      

    

    
      
        	25.7	
                Copy of Transfer Certificate or Assignment Agreement to Borrowers The 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.

              


      

    

    
      
        	25.8	
                Security over Lenders' rights In addition to the other rights provided to Lenders under this Clause 25, each Lender may without
                  consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create Encumbrances 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:

              


      

    

    
      
        	

              	25.8.1	
                any charge, assignment or other Encumbrance to secure obligations to a federal reserve or central bank; and

              


      

    

    
      
        	

              	25.8.2	
                any charge, assignment or other Encumbrance 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 Encumbrance shall:

    
      Page 84

      
        


    

    
      
        	

              	(a)	
                release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Encumbrance for the Lender as a
                  party to any of the Finance Documents; or

              


      

    

    
      
        	

              	(b)	
                require any payments to be made by an 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.

              


      

    

    
      
        	25.9	
                Pro rata interest settlement

              


      

    

    
      
        	

              	25.9.1	
                If the 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 25.5 (Procedure for transfer) or any assignment pursuant to Clause 25.6 (Procedure for assignment) the Transfer Date of
                  which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

              


      

    

    
      
        	

              	(a)	
                any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the
                  Existing Lender up to but excluding the Transfer Date ("Accrued Amounts") and shall become due and payable to the
                  Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates which falls at intervals of six Months 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 for the account of 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 25.9, have been payable to it on that date, but
                  after deduction of the Accrued Amounts.

              


      

    

    
      
        	

              	25.9.2	
                In this Clause 25.9 references to "Interest Period" shall be
                    construed to include a reference to any other period for accrual of fees.

              


      

    

    
      
        	

              	25.9.3	
                An Existing Lender which retains the right to the Accrued Amounts pursuant to this Clause 25.9 but which does not have a Commitment shall be deemed not to be a Lender for
                  the purposes of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents.

              


      

    

    
      Page 85

      
        


    

    
      
        	26	
                Changes to the Obligors

              


      

    

    
      
        	26.1	
                No assignment or transfer by Obligors No
                    Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents,

              


      

    

    
      
        	26.2	
                Additional Guarantors

              


      

    

    
      
        	

              	26.2.1	
                Subject to compliance with the provisions of Clauses 21.6 ("Know your customer" checks), the Borrowers may request that any
                  member of the Group become a Guarantor.

              


      

    

    
      
        	

              	26.2.2	
                A member of the Group shall become an Additional Guarantor if:

              


      

    

    
      
        	

              	(a)	
                the Borrowers and the proposed Additional Guarantor deliver to the Agent a duly completed and executed Accession Deed; and

              


      

    

    
      
        	

              	(b)	
                the Agent has received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions Precedent) and, if applicable, Part II of Schedule 2 (Conditions Subsequent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent.

              


      

    

    
      
        	

              	26.2.3	
                The Agent shall notify the Borrowers and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the
                    documents and other evidence listed in Part I of Schedule 2 (Conditions Precedent) and, if applicable, Part II of Schedule 2 (Conditions Subsequent).

              


      

    

    
      
        	

              	26.2.4	
                Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in Clause 26.2.3, the
                  Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

              


      

    

    
      
        	26.3	
                Resignation of a Guarantor

              


      

    

    
      
        	

              	26.3.1	
                The Borrowers may request that a Guarantor ceases to be a Guarantor by delivering to the Agent a Resignation Letter if all the Lenders have consented to the resignation of
                  that Guarantor.

              


      

    

    
      
        	

              	26.3.2	
                The Agent shall accept a Resignation Letter and notify the Borrowers and the Lenders of its acceptance if:

              


      

    

    
      
        	

              	(a)	
                the Borrowers have confirmed that no Default is continuing or would result from the acceptance of the Resignation Letter; and

              


      

    

    
      
        	

              	(b)	
                no payment is due from any Guarantor under Clause 19.1 (Guarantee and Indemnity).

              


      

    

    
      
        	26.4	
                Repetition of Representations

              


      

    

    Delivery of an Accession Deed constitutes confirmation by the relevant member of the Group that the Repeating Representations 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.

    
      Page 86

      
        


    

    
      
        	Section 10	
                The Finance Parties

              


      

    

    
      
        	27	
                Role of the Agent, the Security Agent

              


      

    

    
      
        	27.1	
                Appointment of the Agent

              


      

    

    
      
        	

              	27.1.1	
                Each of the Lenders appoints the Agent to act as its agent under and in connection with the Finance Documents and each of the Lenders and the Agent appoints the Security
                  Agent to act as its security agent for the purpose of the Security Documents.

              


      

    

    
      
        	

              	27.1.2	
                Each of the Lenders authorises the Agent and each of the Lenders and the Agent authorises the Security Agent to perform the duties, obligations and responsibilities and to
                  exercise the rights, powers, authorities and discretions specifically given to the Agent or the Security Agent (as the case may be) under or in connection with the Finance Documents together with any other incidental rights, powers,
                  authorities and discretions.

              


      

    

    
      
        	

              	27.1.3	
                The Swap Provider appoints the Security Agent to act as its security agent for the purpose of the Security Documents and authorises the Security Agent to exercise the
                  rights, powers, authorities and discretions specifically given to the Security Agent under or in connection with the Security Documents together with any other incidental rights, powers, authorities and discretions.

              


      

    

    
      
        	

              	27.1.4	
                Except in Clause 27.13 (Replacement of the Agent) or where the context otherwise requires, references in this Clause 27 to the "Agent" shall mean the Agent and the Security Agent individually and collectively and references in this Clause 27 to the "Finance
                    Documents" or to any "Finance Document" shall not include the Master Agreement.

              


      

    

    
      
        	27.2	
                Instructions

              


      

    

    
      
        	

              	27.2.1.	
                The Agent shall:

              


      

    

    
      
        	

              	(a)	
                unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in
                  accordance with any instructions given to it by:

              


      

    

    
      
        	

              	(i)	
                all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and

              


      

    

    
      
        	

              	(ii)	
                in all other cases, the Majority Lenders; and

              


      

    

    
      
        	

              	(b)	
                not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with Clause 27.2.1(a).

              


      

    

    
      
        	

              	27.2.2	
                The 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 Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or

              


      

    

    
      Page 87

      
        


    

    discretion and the Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

    
      
        	

              	27.2.3	
                Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

              


      

    

    
      
        	

              	27.2.4	
                The Agent may refrain from acting in accordance
                    with any instructions of any Lender or group of Lenders 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 which it may incur in complying with those instructions.

              


      

    

    
      
        	

              	27.2.5	
                In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.

              


      

    

    
      
        	

              	27.2.6	
                The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings relating to any
                    Finance Document. This Clause 27.2.6 shall not apply to any legal or arbitration
                    proceeding relating to the perfection, preservation or protection of rights under the Finance Documents or the enforcement of the Finance Documents.

              


      

    

    
      
        	27.3	
                Duties of the Agent

              


      

    

    
      
        	

              	27.3.1	
                The Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

              


      

    

    
      
        	

              	27.3.2	
                Subject to Clause 27.3.3, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

              


      

    

    
      
        	

              	27.3.3	
                Without prejudice to Clause 25.7 (Copy of Transfer Certificate or Assignment Agreement to Borrowers), Clause 27.3.1 shall not
                  apply to any Transfer Certificate or any Assignment Agreement.

              


      

    

    
      
        	

              	27.3.4	
                Except where a Finance Document specifically
                    provides otherwise, the Agent is not obliged to
                    review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

              


      

    

    
      
        	

              	27.3.5	
                If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described Is a Default, it shall promptly notify the Finance Parties.

              


      

    

    
      
        	

              	27.3.6	
                If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee
                    payable to a Finance Party (other than the Agent or the Security Agent) under this
                    Agreement it shall promptly notify the other Finance Parties.

              


      

    

    
      Page 88

      
        


    

    
      
        	

              	27.3.7	
                The 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).

              


      

    

    
      
        	27.4	
                No fiduciary duties

              


      

    

    
      
        	

              	27.4.1	
                Subject to Clause 27.11 (Trust) which relates to the Security Agent only, nothing in any Finance Document constitutes the Agent
                  as a trustee or fiduciary of any other person.

              


      

    

    
      
        	

              	27.4.2	
                Neither the Agent shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

              


      

    

    
      
        	27.5	
                Business with Obligors and the Group The Agent may accept deposits from, lend money to and generally engage in any kind of banking
                  or other business with any Borrower, any other Obligor or its Affiliate and any other member of the Group.

              


      

    

    
      
        	27.6	
                Rights and discretions of the Agent

              


      

    

    
      
        	

              	27.6.1	
                The Agent may:

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(b)	
                assume that:

              


      

    

    
      
        	

              	(i)	
                any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and

              


      

    

    
      
        	

              	(ii)	
                unless it has received notice of revocation, that those instructions have not been revoked; and

              


      

    

    
      
        	

              	(iii)	
                rely on a certificate from any person:

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

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

    
      
        	

              	27.6.2	
                The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders or security agent for the Finance Parties (as the case may be))
                  that:

              


      

    

    
      
        	

              	(a)	
                no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 (Events of Default));

              


      

    

    
      Page 89

      
        


    

    
      
        	

              	(b)	
                any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and

              


      

    

    
      
        	

              	(c)	
                any notice or request made by the Borrowers (other than the Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.

              


      

    

    
      
        	

              	27.6.3	
                The Agent may engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts.

              


      

    

    
      
        	

              	27.6.4	
                Without prejudice to the generality of Clause 27,6.3 or Clause 27.6.5, the Agent may at any time engage and pay for the services of any lawyers to act as independent
                  counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.

              


      

    

    
      
        	

              	27.6.5	
                The 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 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.

              


      

    

    
      
        	

              	27.6.6	
                The Agent may act in relation to the Finance Documents through its officers, employees and agents and the Agent shall not:

              


      

    

    
      
        	

              	(a)	
                be liable for any error of judgment made by any such person; or

              


      

    

    
      
        	

              	(b)	
                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 Agent's gross negligence or wilful misconduct.

    
      
        	

              	27.6.7	
                Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

              


      

    

    
      
        	

              	27.6.8	
                Without prejudice to the generality of Clause 27.6.7, the Agent:

              


      

    

    
      
        	

              	(a)	
                may disclose; and

              


      

    

    
      
        	

              	(b)	
                on the written request of the Borrowers or the Majority Lenders shall, as soon as reasonably practicable, disclose,

              


      

    

    the identity of a Defaulting Lender to the Borrowers and to the other Finance Parties.

    
      
        	

              	27.6.9	
                Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent 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.

              


      

    

    
      Page 90

      
        


    

    
      
        	

              	27.6.10	
                The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of
                  Clause 10.2 (Market Disruption).

              


      

    

    
      
        	

              	27.6.11	
                Notwithstanding any provision of any Finance Document to the contrary, the 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.

              


      

    

    
      
        	27.7	
                Responsibility for documentation The Agent is not responsible or liable for:

              


      

    

    
      
        	

              	27.7.1	
                the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, an Obligor or any other person given in or in connection with
                  any Relevant Document or the transactions contemplated in the Finance Documents;

              


      

    

    
      
        	

              	27.7.2	
                the legality, validity, effectiveness, adequacy or enforceability of any Relevant Document or any other agreement, arrangement or document entered into, made or executed in
                  anticipation of or in connection with any Relevant Document; or

              


      

    

    
      
        	

              	27.7.3	
                any determination as to whether any information provided or to be provided to any Finance 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.

              


      

    

    
      
        	27.8	
                No duty to monitor The Agent shall not be bound to enquire:

              


      

    

    
      
        	

              	27.8.1	
                whether or not any Default has occurred;

              


      

    

    
      
        	

              	27.8.2	
                as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

              


      

    

    
      
        	

              	27.8.	
                whether any other event specified in any Finance Document has occurred.

              


      

    

    
      
        	27.9	
                Exclusion of liability

              


      

    

    
      
        	

              	27.9.1	
                Without limiting Clause 27.9.2 (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Agent) the Agent shall not
                  be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:

              


      

    

    
      
        	

              	(a)	
                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 Finance Document or any Encumbrance created or expressed to be created or evidenced by the Security Documents, unless directly caused by its gross negligence or wilful misconduct;

              


      

    

    
      Page 91

      
        


    

    
      
        	

              	(b)	
                exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, any Encumbrance created or expressed
                  to be created or evidenced by the Security Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or any Encumbrance created or
                  expressed to be created or evidenced by the Security Documents;

              


      

    

    
      
        	

              	(c)	
                any shortfall which arises on the enforcement or realisation of the Trust Property; or

              


      

    

    
      
        	

              	(d)	
                without prejudice to the generality of Clauses 27.9.1(a), 27.9.1(b) and 27.9.1(c), any damages, costs or losses to any person, any
                  diminution in value or any liability whatsoever arising as a result of:

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(ii)	
                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.

    
      
        	

              	27.9.2	
                No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in
                  respect of any act or omission of any kind by that officer, employee or agent in relation to any Relevant Document and any officer, employee or agent of the Agent may rely on this Clause subject to Clause 1.7 (Third Party Rights) and the provisions of the Third Parties Act.

              


      

    

    
      
        	

              	27.9.3	
                The 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 Agent
                  if the 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 Agent for that purpose.

              


      

    

    
      
        	

              	27.9.4	
                Nothing in this Agreement shall oblige the Agent to carry out:

              


      

    

    
      
        	

              	(a)	
                any "know your customer" or other checks in relation to any person;

              


      

    

    
      Page 92

      
        


    

    
      
        	

              	(b)	
                any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender or for any Affiliate of any Lender,

              


      

    

    on behalf of any Lender and each Lender confirms to the 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 Agent.

    
      
        	

              	27.9.5	
                Without prejudice to any provision of any Finance Document excluding or limiting the Agent's liability, any liability of the Agent arising under or in connection with any
                  Finance Document or any Encumbrance created or expressed to be created or evidenced by the Security Documents 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 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 Agent at any time which increase
                  the amount of that loss. In no event shall the 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
                  Agent has been advised of the possibility of such loss or damages.

              


      

    

    
      
        	27.10	
                Lenders' indemnity to the Agent

              


      

    

    
      
        	

              	27.10.1	
                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 Agent and every Receiver and Delegate, within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability
                  whatsoever) incurred by any of them (otherwise than by reason of the relevant Agent's, Receiver's or Delegate's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 32.11 (Disruption to payment systems etc.) notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent)
                  in acting as Agent, Receiver or Delegate under, or exercising any authority conferred under, the Finance Documents (unless the relevant Agent, Receiver or Delegate has been reimbursed by an Obligor pursuant to a Finance Document).

              


      

    

    
      
        	

              	27.10.2	
                Subject to Clause 27.10.3, the Borrowers shall immediately on demand reimburse any Lender for any payment that Lender makes to the Agent pursuant to Clause 27.10.1

              


      

    

    
      
        	

              	27.10.3	
                Clause 27.10.2 shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent to an
                  Obligor.

              


      

    

    
      
        	27.11	
                Trust The Security Agent agrees and declares, and each of the other Finance Parties acknowledges, that, subject to the terms and
                  conditions of this Clause 27.11, the Security Agent holds the Trust Property on trust for the Finance Parties

              


      

    

    
      Page 93

      
        


    

    absolutely. Each of the other Finance Parties agrees that the obligations, rights and benefits vested in the Security Agent shall be
      performed and exercised in accordance with this Clause 27.11. The Security Agent shall have the benefit of all of the provisions of this Agreement benefiting it in its capacity as security agent for the Finance Parties, and all the powers and
      discretions conferred on trustees by the Trustee Act 1925 (to the extent not inconsistent with this Agreement). In addition:

    
      
        	

              	27.11.1	
                the Security Agent and any Delegate may indemnify itself or himself out of the Trust Property against all liabilities, costs, fees, damages, charges, losses and expenses
                  sustained or incurred by it or him in relation to the taking or holding of any of the Trust Property or in connection with the exercise or purported exercise of the rights, trusts, powers and discretions vested in the Security Agent or
                  any Delegate by or pursuant to the Security Documents or in respect of anything else done or omitted to be done in any way relating to the Security Documents;

              


      

    

    
      
        	

              	27.11.2	
                the other Finance Parties acknowledge that the Security Agent shall be under no obligation to insure any property nor to require any other person to insure any property and
                  shall not be responsible for any loss which may be suffered by any person as a result of the lack or insufficiency of any insurance;

              


      

    

    
      
        	

              	27.11.3	
                the Finance Parties agree that the perpetuity period applicable to the trusts declared by this Agreement shall be the period of 125 years from the date of this Agreement;

              


      

    

    
      
        	

              	27.11.4	
                the Security Agent shall not be liable for any failure, omission, or defect in perfecting the security constituted or created by any Finance Document including, without
                  limitation, any failure to register the same in accordance with the provisions of any of the documents of title of any Obligor to any of the assets thereby charged or effect or procure registration of or otherwise protect the security
                  created by any Security Document under any registration laws in any jurisdiction and may accept without enquiry such title as any Obligor may have to any asset;

              


      

    

    
      
        	

              	27.11.5	
                the Security Agent shall not be under any obligation to hold any title deed, Finance Document or any other documents in connection with the Finance Documents or any other
                  documents in connection with the property charged by any Finance Document or any other such security in its own possession or to take any steps to protect or preserve the same, and may permit any Obligor to retain all such title deeds,
                  Finance Documents and other documents in its possession; and

              


      

    

    
      
        	

              	27.11.6	
                save as otherwise provided in the Finance Documents, all moneys which under the trusts therein contained are received by the Security Agent may be placed on deposit in the
                  name of or under the control of the Security Agent at such bank or institution (including the Security Agent) and upon such terms as the Security Agent may think fit pending application of those moneys in accordance with Clause 28 (Application of Proceeds).

              


      

    

    The provisions of Part I of the Trustee Act 2000 shall not apply to the Security Agent or the Trust Property.

    
      Page 94

      
        


    

    
      
        	27.12	
                Resignation of the Agent

              


      

    

    
      
        	

              	27.12.1	
                The 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.

              


      

    

    
      
        	

              	27.12.2	
                Alternatively the Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrowers, in which case the Majority Lenders (after consultation with the
                  Borrowers) may appoint a successor Agent.

              


      

    

    
      
        	

              	27.12.3	
                If the Majority Lenders have not appointed a successor Agent in accordance with Clause 27.12.2 within 20 days after notice of resignation was given, the retiring Agent
                  (after consultation with the Borrowers) may appoint a successor Agent.

              


      

    

    
      
        	

              	27.12.4	
                If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a
                  successor Agent under Clause 27.12.3, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed
                  successor Agent amendments to this Clause 27 and any other term of this Agreement dealing with the rights or obligations of the 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 Agent's normal fee rates and those amendments will bind the Parties.

              


      

    

    
      
        	

              	27.12.5	
                The retiring Agent shall, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the
                  purposes of performing its functions as Agent under the Finance Documents. The Borrowers shall, within three Business Days of demand, reimburse the retiring 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.

              


      

    

    
      
        	

              	27.12.6	
                The Agent's resignation notice shall only take effect upon the appointment of a successor and (in the case of the Security Agent) the transfer of all the Trust Property to
                  that successor.

              


      

    

    
      
        	

              	27.12.7	
                Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations
                  under Clause 27.12.5) but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Agent) and this Clause 27 (and any agency fees for the account of the retiring 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.

              


      

    

    
      
        	

              	27.12.8	
                The Agent shall resign in accordance with Clause 27.12.2 (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to Clause
                  27.12.3) if on or after the date which is three months

              


      

    

    
      Page 95

      
        


    

    before the earliest FATCA
        Application Date relating to any payment to the Agent under the Finance Documents, either:

    
      
        	

              	(a)	
                the Agent fails to respond to a request under Clause 12.8 (FATCA
                    information) and a Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

              


      

    

    
      
        	

              	(b)	
                the information supplied by the Agent pursuant to Clause 12.8 (FATCA information) indicates that the Agent will not be (or will
                  have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

              


      

    

    
      
        	

              	(c)	
                the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

              


      

    

    and (in each case) a Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Borrower or that
        Lender, by notice to the Agent, requires it to resign.

    
      
        	27.13	
                Replacement of the Agent

              


      

    

    
      
        	

              	27.13.1	
                After consultation with the Borrowers, the Majority Lenders may, by giving 30 days' notice to the Agent replace the Agent by appointing a successor Agent.

              


      

    

    
      
        	

              	27.13.2	
                The retiring Agent shall (at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent
                  may reasonably request for the purposes of performing its function as Agent under the Finance Documents.

              


      

    

    
      
        	

              	27.13.3	
                The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to
                    the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under Clause 27.13.2 but shall remain entitled to the benefit of
                    Clause 14.3 (Indemnity to the Agent) and this Clause 27 (and any agency fees for the account of the retiring Agent shall cease to accrue
                    from (and shall be payable on) that date).

              


      

    

    
      
        	

              	27.13.4	
                Any successor Agent 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.

              


      

    

    
      
        	27.14	
                Confidentiality

              


      

    

    
      
        	

              	27.14.1	
                In acting as agent for the Finance Parties, the 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.

              


      

    

    
      Page 96

      
        


    

    
      
        	

              	27.14.2	
                If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be
                  deemed to have notice of it.

              


      

    

    
      
        	27.15	
                Relationship with the Lenders

              


      

    

    
      
        	

              	27.15.1	
                Subject to Clause 25.9 (Pro rata interest settlement), the Agent may treat the person shown in its records as Lender at the
                  opening of business (in the place of the Agent's principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(b)	
                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.

    
      
        	

              	27.15.2	
                Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or dispatched 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 34.5 (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, department and officer by that Lender for the purposes of Clause 34.2 (Addresses) and
                  Clause 34.5 (Electronic communication) and the 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.

              


      

    

    
      
        	27.16	
                Credit appraisal by the Lenders Without affecting the responsibility of any Obligor for information supplied by it or on its behalf
                  in connection with any Relevant Document, each Lender confirms to the 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 Relevant Document including but not limited to:

              


      

    

    
      
        	

              	27.16.1	
                the financial condition, status and nature of each Obligor and each other member of the Group;

              


      

    

    
      
        	

              	27.16.2	
                the legality, validity, effectiveness, adequacy or enforceability of any Relevant Document and any other agreement, arrangement or document entered into, made or executed
                  in anticipation of, under or in connection with any Relevant Document;

              


      

    

    
      Page 97

      
        


    

    
      
        	

              	27.16.3	
                whether that Lender 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 Relevant
                  Document, the transactions contemplated by the Relevant Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of under or in connection with any Relevant Document; and

              


      

    

    
      
        	

              	27.16.4	
                the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, the priority of any Encumbrance created or expressed to be
                  created or evidenced by the Security Documents or the existence of any Encumbrance affecting the Charged Property.

              


      

    

    
      
        	27.17	
                Reference Banks If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a
                  Lender, the Agent shall (in consultation with the Borrowers) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.

              


      

    

    
      
        	27.18	
                Agent's management time Any amount payable to the Agent under Clause 14.3 (Indemnity to the Agent), Clause 14.4 (Indemnity to the Security Agent), Clause 16 (Costs and expenses) and Clause 27.10 (Lenders' indemnity to the Agent) shall include the cost of utilising the Agent's management time or other
                    resources and will be calculated on the basis of such reasonable daily or hourly rates as the Agent may notify to the Borrowers and the Lenders, and is in addition to any fee paid or payable to the Agent under Clause 11 (Fees).

              


      

    

    
      
        	27.19	
                Deduction from amounts payable by the Agent If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any
                    payment to that Party which the 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.

              


      

    

    
      
        	27.20	
                Period without role for Agent

              


      

    

    
      
        	

              	(a)	
                In this Clause 27.20, a "Non-Agent Period" means the period in which the Agent has no role pursuant to paragraph 27.20(b) below.

              


      

    

    
      
        	

              	(b)	
                The Agent shall not have a role under this Agreement, other than entering into the Finance Documents in its capacity as Agent, and the other provisions of this Clause 27.20
                  shall not apply to the extent that they relate to the Agent until one of the following conditions is satisfied:

              


      

    

    
      
        	

              	(i)	
                the Agent receives notice from the relevant Lender (with a copy to the Borrower) that the Lenders are not only the Original Lenders; or

              


      

    

    
      
        	

              	(ii)	
                the Agent receives notice from the Original Guarantor (with a copy to the Original Lenders) requesting the Agent to commence acting in its role as agent.

              


      

    

    The Agent shall commence acting in its role as agent at the date of receipt of the relevant notice.

    
      Page 98

      
        


    

    
      
        	

              	(c)	
                During a Non-Agent Period:

              


      

    

    
      
        	

              	(i)	
                subject to paragraph 27.20 (c) (iii) below, all references to "the Agent" (other than in this Clause 27.20) and all references to "the Agent", or "a Party" in any Finance
                  Document shall, where it relates to the Agent, be construed as references to "the Original Lenders";

              


      

    

    
      
        	

              	(ii)	
                all payments which are expressed to be made to, received by or made available to or by the Agent (as applicable), must be made to, received by or made available to or by
                  the Original Lenders;

              


      

    

    
      
        	

              	(iii)	
                the reference to the "Agent" in

              


      

    

    
      
        	

              	(A)	
                Clause 27.7 (Responsibility for documentation) to and including Clause 27.9 (Exclusion of liability);

              


      

    

    
      
        	

              	(B)	
                Clause 14 (Other indemnities); and

              


      

    

    
      
        	

              	(C)	
                Clause 16 (Costs and Expenses),

              


      

    

    must at all times be construed to include the Original Lenders in respect of actions taken during the Non-Agent Period
      pursuant to paragraph 27.20 (c) (I) above.

    
      
        	

              	(d)	
                Until the date the Agent commences acting in its role as agent, no agency fee or other fees will be payable to the Agent.

              


      

    

    
      
        	

              	(e)	
                ABN AMRO Bank N.V. will be under no obligation to commence acting in its role as agent under this Agreement prior to having agreed with the Original Guarantor the agency
                  fees payable to it in its capacity as Agent.

              


      

    

    
      
        	

              	(f)	
                Upon the Agent commencing to act as Agent pursuant to clause 27.20 (b), the Security Agent shall carry out its role through its separate and independent division at Gustav
                  Mahlerlaan 10, 1082 PP Amsterdam, The Netherlands, PAC HQ9037.

              


      

    

    
      
        	

              	(g)	
                Following the change of office referred to in clause 27.20 (f), the Borrowers shall, upon the request of the Security Agent, enter into and execute such documentation as
                  the Security Agent may request in writing in order to reflect the change of office and to preserve the rights of the Security Agent under, and security provided by, each of the Finance Documents pursuant thereto.

              


      

    

    
      
        	28	
                Parallel Debt (Covenant to pay the Security Agent)

              


      

    

    
      
        	28.1	
                Notwithstanding any other provision of this Agreement, each Obligor hereby irrevocably and unconditionally undertakes to pay to the Security Agent (such undertakings
                  together, the "Parallel Debt"), as creditor In its own right and not as representative of the other Finance Parties, sums equal to and in the currency of
                  each amount payable by such Obligor to Finance Parties under each of the Finance Documents as and when that amount falls due for payment under the relevant Finance Document or would have fallen due but for any discharge resulting from

              


      

    

    
      Page 99

      
        


    

    failure of another Finance Party to take appropriate steps, in insolvency proceedings affecting that
      Obligor, to preserve its entitlement to be paid that amount.

    
      
        	28.2	
                The Security Agent shall have its own independent right to demand payment of the amounts payable by each Obligor under the Parallel Debt, irrespective of any discharge of such Obligor' s obligation to
                    pay those amounts to the other Finance Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting that Obligor, to
                    preserve their entitlement to be paid those amounts.

              


      

    

    
      
        	28.3	
                Any amount due and payable by a Obligor under
                    the Parallel Debt shall be decreased to the extent that the other Finance Parties have received (and are able to retain) payment in full of the corresponding
                    amount under the other provisions of the Finance Documents and any amount due and payable by an Obligor to the other Finance Parties under those provisions shall
                    be decreased to the extent that the Security Agent has received (and is able to retain) payment in full of the corresponding amount under the Parallel Debt.

              


      

    

    
      
        	28.4	
                The rights of the Finance Parties (other than the Security Agent) to receive payment of amounts payable by each Obligor under the Finance Documents are
                    several and are separate and independent from, and without prejudice to, the rights of the Security Agent to receive payment under this Clause 28 (Parallel Debt (Covenant to pay the Security Agent)).

              


      

    

    
      
        	29	
                Application of Proceeds

              


      

    

    
      
        	29.1	
                Order of application Subject to Clause 29.2
                    (Prospective liabilities), all amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Finance Document or in
                    connection with the realisation or enforcement of all or any Encumbrance created or expressed to be created under the Security Documents (for the purposes of this Clause 28, 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 provisions of this Clause 28), in the following order:

              


      

    

    
      
        	

              	29.1.1	
                in discharging any sums owing to the Security Agent, any Receiver or any Delegate;

              


      

    

    
      
        	

              	29.1.2	
                in payment of all costs and expenses incurred by the Agent or any Secured Party in
                    connection with any realisation or enforcement of any Encumbrance created or expressed to be created under the Security Documents taken in accordance with the terms of this Agreement; and

              


      

    

    
      
        	

              	29.1.3	
                in payment to the Agent for application in accordance with Clause 32.5 (Partial payments).

              


      

    

    
      
        	29.2	
                Prospective liabilities Following enforcement
                    of any Encumbrance created or expressed to be created under the Security Documents the Security Agent may, in its discretion, hold any amount of the 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

              


      

    

    
      Page 100

      
        


    

    interest being credited to the relevant account) for later application under Clause 29.1 (Order of
        application) in respect of:

    
      
        	

              	29.2.1	
                any sum to the Security Agent, any Receiver or any Delegate; and 29.2.2 any part of the Indebtedness,

              


      

    

    that the Security Agent reasonably considers, in each case, might become due or owing at any time in the future.

    
      
        	29.3	
                Investment of proceeds Prior to the application of the proceeds of the Recoveries in accordance with Clause 29.1 (Order of application) 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 application from time to time of those moneys in the Security Agent's
                  discretion in accordance with the provisions of this Clause 28.

              


      

    

    
      
        	29.4	
                Currency conversion

              


      

    

    
      
        	

              	29.4.1	
                For the purpose of, or pending the discharge of, any part of the Indebtedness 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.

              


      

    

    
      
        	

              	29.4.2	
                The obligations of any Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of
                  conversion.

              


      

    

    
      
        	29.5	
                Permitted deductions The Security Agent shall be entitled, in its discretion:

              


      

    

    
      
        	

              	29.5.1	
                to 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

              


      

    

    
      
        	

              	29.5.2	
                to pay all Taxes which may be assessed against it in respect of any of the Trust 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).

              


      

    

    
      
        	29.6	
                Good discharge

              


      

    

    
      
        	

              	29.6.1	
                Any payment to be made in respect of the Indebtedness by the Security Agent may be made to the Agent on behalf of the Finance Parties and any payment made in that way shall
                  be a good discharge, to the extent of that payment, by the Security Agent.

              


      

    

    
      
        	

              	29.6.2	
                The Security Agent is under no obligation to make the payments to the Agent under Clause 29.6.1 in the same currency as that in which the

              


      

    

    
      Page 101

      
        


    

    obligations and liabilities owing to the relevant Finance Party are denominated.

    
      
        	30	
                Conduct of Business by the Finance Parties

              


      

    

    No provision of this Agreement will:

    
      
        	30.1	
                interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

              


      

    

    
      
        	30.2	
                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

              


      

    

    
      
        	30.3	
                oblige any Finance Party to disclose any information relating to its affairs (tax or
                  otherwise) or any computations in respect of Tax.

              


      

    

    
      
        	31	
                Sharing among the Finance Parties

              


      

    

    
      
        	31.1	
                Payments to Finance Parties If a Finance Party (a "Recovering
                    Finance Party") receives or recovers any amount from an Obligor other than in
                    accordance with Clause 32 (Payment Mechanics) (a "Recovered Amount") and applies that amount to a payment due under the Finance Documents then:

              


      

    

    
      
        	

              	31.1.1	
                the Recovering Finance Party shall, within three Business Days, notify details of the
                    receipt or recovery, to the Agent;

              


      

    

    
      
        	

              	31.1.2	
                the 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 Agent and distributed in accordance with Clause 32 (Payment Mechanics), without taking account of any Tax which would be imposed on the Agent in relation to
                    the receipt, recovery or distribution; and

              


      

    

    
      
        	

              	31.1.3	
                the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the
                    Agent determines may be retained by the Recovering Finance Party as its share of any
                    payment to be made, in accordance with Clause 32.5 (Partial payments).

              


      

    

    
      
        	31.2	
                Redistribution of payments The Agent shall treat the Sharing Payment as if it had been paid by the
                    relevant Obligor and distribute it between the Finance Parties (other than the
                    Recovering Finance Party) (the "Sharing Finance Parties") in accordance with Clause 32.5 (Partial payments) towards the obligations of that Obligor to the Sharing Finance
                    Parties.

              


      

    

    
      
        	31.3	
                Recovering Finance Party's rights On a distribution by the Agent under Clause 31.2 (Redistribution of payments) of a
                    payment received by a Recovering Finance Party from an Obligor, as between the relevant 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 Obligor.

              


      

    

    
      Page 102

      
        


    

    
      
        	31.4	
                Reversal of redistribution If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable
                  and is repaid by that Recovering Finance Party, then:

              


      

    

    
      
        	

              	31.4.1	
                each Sharing Finance Party shall, upon request of the Agent, pay to the 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

              


      

    

    
      
        	

              	31.4.2	
                as between the relevant 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 Obligor.

              


      

    

    
      
        	31.5	
                Exceptions

              


      

    

    
      
        	

              	31.5.1	
                This Clause 31 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 Obligor.

              


      

    

    
      
        	

              	31.5.2	
                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:

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(b)	
                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.

              


      

    

    
      Page 103

      
        


    

    
      
        	Section 11	
                Administration

              


      

    

    
      
        	32	
                Payment Mechanics

              


      

    

    
      
        	32.1	
                Payments to the Agent On each date on which an Obligor or a Lender is required to make a payment under a Finance Document (other than the Master Agreement), that Obligor or that Lender shall make the same available to the 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 Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

              


      

    

    Payment shall be made to
      such account in the principal financial centre of the country of
      that currency with such bank as the Agent specifies.

    
      
        	32.2	
                Distributions by the Agent Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 32.3 (Distributions to an Obligor) and Clause 32.4 (Clawback and pre-funding) be made available by the
                    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 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.

              


      

    

    
      
        	32.3	
                Distributions to an Obligor The Agent may (with the consent of an Obligor or in accordance
                    with Clause 33 (Set-Off)) apply any amount
                    received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the
                    Finance Documents or in or towards purchase of any amount of any currency to be so applied,

              


      

    

    
      
        	32.4	
                Clawback and pre-funding

              


      

    

    
      
        	

              	32.4.1	
                Where a sum is to be paid to the Agent under the Finance Documents for another Party, the 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.

              


      

    

    
      
        	

              	32.4.2	
                Unless Clause 32.4.3 applies, if the Agent pays an amount to another Party and it proves to be the case that the 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 Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

              


      

    

    
      
        	

              	32.4.3	
                If the Agent is willing to make available
                    amounts for the account of a Borrower before receiving funds from the Lenders then if and to the extent that the 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 a Borrower:

              


      

    

    
      
        	

              	(a)	
                the Borrower to whom that sum was made available shall on demand refund it to the Agent; and

              


      

    

    
      Page 104

      
        


    

    
      
        	

              	(b)	
                the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrower to whom that sum was made available, shall on demand pay to
                  the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

              


      

    

    
      
        	32.5	
                Partial payments

              


      

    

    
      
        	

              	32.5.1	
                If the Agent or the Security Agent (as applicable) receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance
                  Documents (other than the Master Agreement), the Agent or the Security Agent (as applicable) shall apply that payment towards the obligations of that Obligor under the Finance Documents (other than the Master Agreement) in the following
                  order:

              


      

    

    
      
        	

              	(a)	
                in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Security Agent, any Receiver or any Delegate under the Finance Documents;

              


      

    

    
      
        	

              	(b)	
                in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;

              


      

    

    
      
        	

              	(c)	
                in or towards payment pro rata of any principal due but unpaid under this Agreement; and

              


      

    

    
      
        	

              	(d)	
                in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

              


      

    

    provided that any part of the Indebtedness arising out of the Master Agreement shall be satisfied on a pari passu basis
      with any repayment of the principal of the Loan.

    
      
        	

              	32.5.2	
                The Agent shall, if so directed by the Majority Lenders and the Swap Provider, vary the order set out in Clauses 32.5.1(b) to 32.5.1(d).

              


      

    

    
      
        	

              	32.5.3	
                Clauses 32.5.1 and 32.5.2 will override any appropriation made by an Obligor.

              


      

    

    
      
        	32.6	
                No set-off by Obligors All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without
                  (and free and clear of any deduction for) set-off or counterclaim.

              


      

    

    
      
        	32.7	
                Business Days 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).

              


      

    

    During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal
      or Unpaid Sum at the rate payable on the original due date.

    
      Page 105

      
        


    

    
      
        	32.8	
                Currency of account

              


      

    

    
      
        	

              	32.8.1	
                Subject to Clauses 32.8.2 to 32.8.5, dollars is the currency of account and payment for any sum due from an Obligor under any Finance Document.

              


      

    

    
      
        	

              	32.8.2	
                A repayment or payment of all or part of the Loan or an Unpaid Sum shall be made in the currency in which the Loan or Unpaid Sum is denominated, pursuant to this Agreement,
                  on its due date.

              


      

    

    
      
        	

              	32.8.3	
                Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated, pursuant to this Agreement, when that
                  interest accrued.

              


      

    

    
      
        	

              	32.8.4	
                Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

              


      

    

    
      
        	

              	32.8.5	
                Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.

              


      

    

    
      
        	32.9	
                Control account The Agent shall open and maintain on its books a control account in the names of the Borrowers showing the advance
                  of the Loan and the computation and payment of interest and all other sums due under this Agreement. The Borrowers' obligations to repay the Loan and to pay interest and all other sums due under this Agreement shall be evidenced by the
                  entries from time to time made in the control account opened and maintained under this Clause 32.9 and those entries will, in the absence of manifest error, be conclusive and binding.

              


      

    

    
      
        	32.10	
                Change of currency

              


      

    

    
      
        	

              	32.10.1	
                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:

              


      

    

    
      
        	

              	(a)	
                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 Agent (after consultation with the Borrowers); and

              


      

    

    
      
        	

              	(b)	
                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 Agent (acting reasonably).

              


      

    

    
      
        	

              	32.10.2	
                If a change in any currency of a country occurs, this Agreement will, to the extent the 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 Market and otherwise to reflect the change in currency.

              


      

    

    
      
        	32.11	
                Disruption to payment
                    systems etc. If either the Agent determines that a Disruption Event has occurred or the Agent is notified by the Borrowers that a Disruption Event has occurred:

              


      

    

    
      Page 106

      
        


    

    
      
        	

              	32.11.1	
                the Agent may, and shall if requested to do so by the Borrowers, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or
                  administration of the Loan as the Agent may deem necessary in the circumstances;

              


      

    

    
      
        	

              	32.11.2	
                the Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in Clause 32.11.1 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 any such changes;

              


      

    

    
      
        	

              	32.11.3	
                the Agent may consult with the Finance Parties in relation to any changes mentioned in Clause 32.11.1 but shall not be obliged to do so if, in its opinion, it is not
                  practicable to do so in the circumstances;

              


      

    

    
      
        	

              	32.11.4	
                any such changes agreed upon by the Agent and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties
                  as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 38 (Amendments and Waivers);

              


      

    

    
      
        	

              	32.11.5	
                the 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 Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with
                  this Clause 32.11; and

              


      

    

    
      
        	

              	32.11.6	
                the Agent shall notify the Finance Parties of all changes agreed pursuant to Clause 32.11.4.

              


      

    

    
      
        	33	
                Set-Off

              


      

    

    
      
        	33.1	
                Set-off A Finance Party may set off any matured obligation due from an 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 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.

              


      

    

    
      
        	33.2	
                Master Agreement rights The rights conferred on the Swap Provider by this Clause 33 shall be in addition to, and without prejudice
                  to or limitation of, the rights of netting and set off conferred on the Swap Provider by the Master Agreement.

              


      

    

    
      
        	34	
                Notices

              


      

    

    
      
        	34.1	
                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.

              


      

    

    
      
        	34.2	
                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

              


      

    

    
      Page 107

      
        


    

    communication or document to be made or delivered under or in connection with the Finance Documents is:

    
      
        	

              	34.2.1	
                in the case of each Borrower, that identified with its name below;

              


      

    

    
      
        	

              	34.2.2	
                in the case of each Guarantor, that identified with its name below;

              


      

    

    
      
        	

              	34.2.3	
                in the case of each Lender, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and

              


      

    

    
      
        	

              	34.2.4	
                 in the case of the Swap Provider, that identified with its name below; and

              


      

    

    
      
        	

              	34.2.5	
                in the case of the Agent or the Security Agent, that identified with its name below,

              


      

    

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

    
      
        	34.3	
                Delivery Any communication or document made or delivered by one person to another under or in
                    connection with the Finance Documents will only be effective:

              


      

    

    
      
        	

              	34.3.1	
                if by way of fax, when received in legible form; or

              


      

    

    
      
        	

              	34.3.2	
                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 34.2 (Addresses), if addressed to that department or officer.

    Any communication or document to be made or delivered to the Agent or the Security Agent will be effective only when actually received by
      the Agent or the Security Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent's or the Security Agent's signature below (or any substitute department or officer as the Agent or the
      Security Agent shall specify for this purpose).

    All notices from or to an Obligor (save in respect of the Master Agreement) shall be sent through the Agent.

    Any communication or document which becomes effective, in accordance with this Clause 34.3, after 5.00 p.m. in the place of receipt shall
      be deemed only to become effective on the following day.

    
      
        	34.4	
                Notification of address and fax number Promptly upon changing its address or fax number, the Agent
                    shall notify the other Parties.

              


      

    

    
      
        	34.5	
                Electronic communication

              


      

    

    
      
        	

              	34.5.1	
                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:

              


      

    

    
      Page 108

      
        


    

    
      
        	

              	(a)	
                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

              


      

    

    
      
        	

              	(b)	
                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.

              


      

    

    
      
        	

              	34.5.2	
                Any such electronic communication 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.

              


      

    

    
      
        	

              	34.5.3	
                Any such electronic communication 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 Agent or the Security Agent only if it is addressed in such a manner as the Agent or the Security Agent shall specify for this purpose.

              


      

    

    
      
        	

              	34.5.4	
                Any electronic communication which becomes effective, in accordance with Clause 34.5.3, 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.

              


      

    

    
      
        	

              	34.5.5	
                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 34.5.

              


      

    

    
      
        	34.6	
                Use of websites

              


      

    

    
      
        	

              	34.6.1	
                Each Borrower may satisfy its obligations under this Agreement to deliver any information in relation to those Lenders (the "Website
                    Lenders") who accept this method of communication by posting this information onto an electronic website designated by the Borrowers and the Agent (the "Designated


                    Website") if:

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(b)	
                both the Borrowers and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and

              


      

    

    
      
        	

              	(c)	
                the information is in a format previously agreed between the Borrowers and the Agent.

              


      

    

    If any Lender (a "Paper Form Lender") does


      not agree to the delivery of information electronically then the Agent shall notify the Borrowers accordingly and each Borrower shall at its own cost supply the information to the Agent (in sufficient copies for each Paper Form Lender) in paper form.
      In any event each Borrower shall at its own cost supply the Agent with at

    
      Page 109

      
        


    

    least one copy in paper form of
        any information required to be provided by it.

    
      
        	

              	34.6.2	
                The 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 Borrowers and the Agent.

              


      

    

    
      
        	

              	34.6.3	
                Each Borrower shall promptly upon becoming aware of its occurrence notify the Agent
                    if:

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    If a Borrower notifies the Agent under Clause 34.6.3(a) or Clause 34.6.3(e), all
        information to be provided by a Borrower under this Agreement after the date of that notice shall be
        supplied in paper form unless and until the Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

    
      
        	

              	34.6.4	
                Any Website Lender may request, through the Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. Each
                    Borrower shall at its own cost comply with any such request within ten Business Days.

              


      

    

    
      
        	34.7	
                English language Any notice given under or in connection with any Finance Document must be in English. All other documents provided under or in connection with any Finance Document must be:

              


      

    

    
      
        	

              	34.7.1	
                in English; or

              


      

    

    
      
        	

              	34.7.2	
                if not in English, and if so required by the
                    Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

              


      

    

    
      
        	35	
                Calculations and Certificates

              


      

    

    
      
        	35.1	
                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 the Agent pursuant to Clause 32.9 (Control account) are prima facie evidence of the matters to which they relate.

              


      

    

    
      Page 110

      
        


    

    
      
        	35.2	
                Certificates and determinations Any certification or determination by the Agent 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.

              


      

    

    
      
        	35.3	
                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 Market differs, in accordance with that market practice.

              


      

    

    
      
        	36	
                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 nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

    
      
        	37	
                Remedies and Waivers

              


      

    

    No failure to exercise, nor any delay in exercising, on the part of any Finance Party or 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 any Finance Party or 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.

    
      
        	38	
                Amendments and Waivers

              


      

    

    
      
        	38.1	
                Required consents

              


      

    

    
      
        	

              	38.1.1	
                Subject to Clause 38.2 (Exceptions) any term of the Finance Documents (other than the Master Agreement) may be amended or waived
                  only with the consent of the Majority Lenders and the Borrowers and any such amendment or waiver will be binding on all Parties.

              


      

    

    
      
        	

              	38.1.2	
                The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 38.

              


      

    

    
      
        	

              	38.1.3	
                Without prejudice to the generality of Clauses 27.6.3, 27.6.4 and 27.6.5 (Rights and discretions of the Agent), the 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.

              


      

    

    
      
        	

              	38.1.4	
                Clause 25.9.3 (Pro rata interest settlement) shall apply to this Clause 38.

              


      

    

    
      
        	38.2	
                Exceptions

              


      

    

    
      
        	

              	38.2.1	
                Subject to Clause 38.3 (Replacement of Screen Rate), an amendment, waiver or (in the case of a Security Document) a consent of,
                  or in relation

              


      

    

    
      Page 111

      
        


    

    to, any term of any Finance Document that has the effect of changing or which relates to:

    
      
        	

              	(a)	
                the definition of ''Majority Lenders" in Clause 1.1 (Definitions);

              


      

    

    
      
        	

              	(b)	
                an extension to the date of payment of any amount under the Finance Documents;

              


      

    

    
      
        	

              	(c)	
                a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

              


      

    

    
      
        	

              	(d)	
                an increase in any Commitment, an extension of the Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the
                    Lenders rateably;

              


      

    

    
      
        	

              	(e)	
                a change to a Borrower or a change to a Guarantor other than in accordance with Clause 26 (Changes to the Obligors);

              


      

    

    
      
        	

              	(f)	
                any provision which expressly requires the consent of all the Lenders;

              


      

    

    
      
        	

              	(g)	
                Clause 2.2 (Finance Parties' rights and obligations), Clause 5.1 (Delivery of a Utilisation Request), Clause 7.1 (Illegality), Clause 7.5 (Mandatory


                    prepayment on sale or Total Loss), Clause 25 (Changes to the Lenders), Clause 26 (Changes to the Obligors),
                  this Clause 38, Clause 43 (Governing


                    Law) or Clause 44.1 (Jurisdiction of English courts);

              


      

    

    
      
        	

              	(h)	
                (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of:

              


      

    

    
      
        	

              	(i)	
                any Guarantee;

              


      

    

    
      
        	

              	(ii)	
                the Charged Property; or

              


      

    

    
      
        	

              	(iii)	
                the manner in which the proceeds of enforcement of the Security Documents are
                    distributed; or

              


      

    

    
      
        	

              	(i)	
                the release of any Guarantee or of any Encumbrance created or expressed to be
                    created or evidenced by the Security Documents 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 any Encumbrance created or expressed to be created or evidenced by the Security Documents where such sale or disposal Is expressly permitted under this Agreement or any other Finance Document;

              


      

    

    
      
        	

              	(j)	
                Clause 23.27 (Sanctions) or anyone or more of the definitions
                    of "Restricted Party", "Sanctions", "Sanctions Authority" and "Sanctions List";

              


      

    

    shall not be made, or given, without the prior consent of all the Lenders.

    
      Page 112

      
        


    

    
      
        	

              	38.2.2	
                An amendment or waiver which relates to the rights or obligations of the Agent, the Security Agent may not be effected without the consent of the Agent or the Security
                  Agent.

              


      

    

    
      
        	38.3	
                Replacement of Screen Rate

              


      

    

    
      
        	

              	38.3.1	
                In this Clause 38.3:

              


      

    

    "Relevant Nominating Body" means any
      applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

    "Replacement Benchmark" means a benchmark
      rate which is:

    
      
        	

              	(a)	
                formally designated, nominated or recommended as the replacement for a Screen Rate by:

              


      

    

    
      
        	

              	(i)	
                the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Screen Rate); or

              


      

    

    
      
        	

              	(ii)	
                any Relevant Nominating Body,

              


      

    

    and if replacements have, at the relevant time, been formally designated, nominated or recommended under both (i) and
      (ii), the "Replacement Benchmark" will be the replacement under (ii);

    
      
        	

              	(b)	
                in the opinion of the Majority Lenders and the Borrowers, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate
                  successor to that Screen Rate; or

              


      

    

    
      
        	

              	(c)	
                in the opinion of the Majority Lenders and the Borrowers, an appropriate successor to a Screen Rate.

              


      

    

    "Screen Rate Replacement Event" means, in
      relation to a Screen Rate:

    
      
        	

              	(a)	
                the methodology, formula or other means of determining that Screen Rate has, in the opinion of the Majority Lenders, and the Borrower materially changed;

              


      

    

    (b)

    (i)

    
      
        	

              	(A)	
                the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or

              


      

    

    
      
        	

              	(B)	
                information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar
                  administrative, regulatory or judicial body which

              


      

    

    
      Page 113

      
        


    

    reasonably confirms that the administrator of that Screen Rate is insolvent,

    provided that, in each case, at that time, there is no successor administrator to continue to provide that Screen Rate;

    
      
        	

              	(ii)	
                the administrator of that Screen Rate publicly announces that it has ceased or will
                    cease, to provide that Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate;

              


      

    

    
      
        	

              	(iii)	
                the supervisor of the administrator of that
                    Screen Rate publicly announces that such Screen Rate has been or will be permanently or
                    indefinitely discontinued; or

              


      

    

    
      
        	

              	(iv)	
                the administrator of that Screen Rate or its
                    supervisor announces that that Screen Rate may no longer be used; or

              


      

    

    
      
        	

              	(c)	
                in the opinion of the Majority Lenders and the Borrower, that Screen Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

              


      

    

    
      
        	

              	38.3.2	
                Subject to Clause 38.2.2 (Exceptions), If a Screen Rate Replacement Event has occurred in relation to a Screen Rate for a currency which can be selected for
                    a Loan any amendment or waiver which relates to:

              


      

    

    
      
        	

              	(a)	
                providing for the use of a Replacement Benchmark; and

              


      

    

    (b)

    
      
        	

              	(i)	
                aligning any provision of any Finance Document to the use of that Replacement Benchmark;

              


      

    

    
      
        	

              	(ii)	
                enabling that Replacement Benchmark to be used
                    for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);

              


      

    

    
      
        	

              	(iii)	
                implementing market conventions applicable to that Replacement Benchmark;

              


      

    

    
      
        	

              	(iv)	
                providing for appropriate fallback (and market
                    disruption) provisions for that Replacement Benchmark; or

              


      

    

    
      
        	

              	(v)	
                adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any
                    adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on

              


      

    

    
      Page 114

      
        


    

    the basis of that designation, nomination or recommendation),

    may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Borrowers.

    
      
        	38.4	
                Excluded Commitments

              


      

    

    If:

    
      
        	

              	38.4.1	
                any Defaulting Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any term of any Finance Document or any other vote of Lenders
                  under the terms of this Agreement within five Business Days of that request being made; or

              


      

    

    
      
        	

              	38.4.2	
                any Lender which is not a Defaulting Lender fails to respond to such a request,

              


      

    

    (unless, in either case, the Borrowers and the Agent agree to a longer time period in relation to any request):

    
      
        	

              	(a)	
                its Commitment(s) shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage (including, for the avoidance
                  of doubt, unanimity) of Total Commitments has been obtained to approve that request; and

              


      

    

    
      
        	

              	(b)	
                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.

              


      

    

    
      
        	38.5	
                Replacement of Lender

              


      

    

    
      
        	

              	38.5.1	
                If:

              


      

    

    
      
        	

              	(a)	
                any Lender becomes a Non-Consenting Lender (as defined in Clause 38.5.4); or

              


      

    

    
      
        	

              	(b)	
                a Borrower or any other Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay
                  additional amounts pursuant to Clause 12.2 (Tax gross-up), Clause 12.3 (Tax Indemnity) or Clause 13.1 (Increased
                    costs) to any Lender,

              


      

    

    then the Borrowers may, on ten Business Days' prior written notice to the Agent and such Lender, replace such Lender by
      requiring such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this
      Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the Borrowers (a "Replacement Lender"), which confirms its willingness to assume and does assume all the
      obligations of the transferring Lender in accordance with Clause 25 (Changes to the Lenders) for a purchase price in cash

    
      Page 115

      
        


    

    payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's participation in
      the outstanding Loan and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation
      thereto under the Finance Documents.

    
      
        	

              	38.5.2	
                The replacement of a Lender pursuant to this Clause 38.5 shall be subject to the following conditions:

              


      

    

    
      
        	

              	(a)	
                the Borrowers shall have no right to replace the Agent or Security Agent;

              


      

    

    
      
        	

              	(b)	
                neither the Agent nor the Lender shall have any obligation to the Borrowers to find a Replacement Lender;

              


      

    

    
      
        	

              	(c)	
                in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 15 after the date on which that Lender is deemed a Non-Consenting
                  Lender;

              


      

    

    
      
        	

              	(d)	
                in no event shall the Lender replaced under this Clause 38.5 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to
                  the Finance Documents; and

              


      

    

    
      
        	

              	(e)	
                the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 38.5.1 once it is satisfied that it has complied with all necessary "know your
                  customer" or other similar checks under all applicable laws and regulations in relation to that transfer.

              


      

    

    
      
        	

              	38.5.3	
                A Lender shall perform the checks described in Clause 38.5.2(e) as soon as reasonably practicable following delivery of a notice referred to in Clause 38.5.1 and shall
                  notify the Agent and the Borrowers when it is satisfied that it has complied with those checks.

              


      

    

    
      
        	

              	38.5.4	
                In the event that:

              


      

    

    
      
        	

              	(a)	
                the Borrowers or the Agent (at the request of the Borrowers) have requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any
                  provisions of the Finance Documents;

              


      

    

    
      
        	

              	(b)	
                the consent, waiver or amendment in question requires the approval of all the Lenders; and

              


      

    

    
      
        	

              	(c)	
                Lenders whose Commitments aggregate more than 51 per cent of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 51 per cent
                  of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment,

              


      

    

    then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be
        deemed a "Non-Consenting Lender".

    
      Page 116

      
        


    

    
      
        	38.6	
                Disenfranchisement of Defaulting Lenders

              


      

    

    
      
        	

              	38.6.1	
                For so long as a Defaulting Lender has any Commitment, in ascertaining:

              


      

    

    
      
        	

              	(a)	
                the Majority Lenders; or

              


      

    

    
      
        	

              	(b)	
                whether:

              


      

    

    
      
        	

              	(i)	
                any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or

              


      

    

    
      
        	

              	(ii)	
                the agreement of any specified group of Lenders,

              


      

    

    has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance
      Documents, that Defaulting Lender's Commitment will be reduced by the amount of its participation in the Loan it has failed to make available and, to the extent that that reduction results in that Defaulting Lender's Commitment being zero, that
      Defaulting Lender shall be deemed not to be a Lender for the purposes of (i) and (ii).

    
      
        	

              	38.6.2	
                For the purposes of this Clause 38.6, the Agent may assume that the following Lenders are Defaulting Lenders:

              


      

    

    
      
        	

              	(a)	
                any Lender which has notified the Agent that it has become a Defaulting Lender;

              


      

    

    
      
        	

              	(b)	
                any Lender in relation to which it is aware that any of the events or circumstances referred to in (a), (b) or (c) of the definition of "Defaulting Lender" has occurred,

              


      

    

    unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably
      requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

    
      
        	38.7	
                Replacement of a Defaulting Lender

              


      

    

    
      
        	

              	38.7.1	
                The Borrowers may, at any time a Lender has become and continues to be a Defaulting Lender, by giving ten Business Days' prior written notice to the Agent and such Lender,
                  replace such Lender by requiring such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its
                  rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the Borrowers (a "Replacement Lender") which confirms its
                  willingness to assume and does assume all the obligations, or all the relevant obligations, of the transferring Lender in accordance with Clause 25 (Changes to the Lenders) for a purchase price
                  in cash payable at the time of transfer which is either:

              


      

    

    
      
        	

              	(a)	
                in an amount equal to the outstanding principal amount of such Lender's participation in the outstanding Loan and all accrued interest (to the extent that the Agent has not
                  given a notification

              


      

    

    
      Page 117

      
        


    

    under Clause 25.9 (Pro rata interest settlement), Break Costs and other amounts
      payable in relation thereto under the Finance Documents; or

    
      
        	

              	(b)	
                in an amount agreed between that Defaulting Lender, the Replacement Lender and the Borrowers and which does not exceed
                    the amount described in (a).

              


      

    

    
      
        	

              	38.7.2	
                Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 38.7 shall be subject to the following conditions:

              


      

    

    
      
        	

              	(a)	
                the Borrowers shall have no right to replace the Agent or Security Agent;

              


      

    

    
      
        	

              	(b)	
                neither the Agent nor the Defaulting Lender shall have any obligation to the Borrowers to find a Replacement Lender;

              


      

    

    
      
        	

              	(c)	
                the transfer must take place no later than 15 days after the notice referred to in Clause 38.7.1;

              


      

    

    
      
        	

              	(d)	
                in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance
                  Documents; and

              


      

    

    
      
        	

              	(e)	
                the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to 38.7.1 once it is satisfied that it has complied with all necessary "know
                  your customer" or other similar checks under all applicable laws and regulations in relation to that transfer to the Replacement Lender.

              


      

    

    
      
        	

              	38.7.3	
                The Defaulting Lender shall perform the checks described in Clause 38.7.2(e) as soon as reasonably practicable following delivery of a notice referred to in Clause 38.7.1
                  and shall notify the Agent and the Borrowers when it is satisfied that it has complied with those checks.

              


      

    

    
      
        	39	
                Confidentiality

              


      

    

    
      
        	39.1	
                Confidential Information Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to
                  anyone, save to the extent permitted by Clause 39.2 (Disclosure of Confidential Information) and Clause 39.3 (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.

              


      

    

    
      
        	39.2	
                Disclosure of Confidential Information Any Finance Party may disclose:

              


      

    

    
      
        	

              	39.2.1	
                to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners, insurance and reinsurance
                  providers 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 Clause 39.2.1 is informed in writing of its
                  confidential nature and that some or ali of such Confidential Information may be price-sensitive information except

              


      

    

    
      Page 118

      
        


    

    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;

    
      
        	

              	39.2.2	
                to any person:

              


      

    

    
      
        	

              	(a)	
                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 Agent or Security Agent and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers;

              


      

    

    
      
        	

              	(b)	
                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 Obligors and to any of that person's Affiliates, Related Funds, Representatives and professional advisers;

              


      

    

    
      
        	

              	(c)	
                appointed by any Finance Party or by a person to whom Clause 39.2.2(a) or 39.2.2(b) applies to receive communications, notices, information or documents delivered pursuant
                  to the Finance Documents on its behalf (including, without limitation, any person appointed under Clause 27.15.2 (Relationship with the Lenders));

              


      

    

    
      
        	

              	(d)	
                who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in Clause 39.2.2(a) or
                  39.2.2(b);

              


      

    

    
      
        	

              	(e)	
                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;

              


      

    

    
      
        	

              	(f)	
                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;

              


      

    

    
      
        	

              	(g)	
                to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 25.8 (Security


                    over Lenders' rights);

              


      

    

    
      
        	

              	(h)	
                who is a Party; or

              


      

    

    
      
        	

              	(i)	
                with the consent of the Borrowers;

              


      

    

    in each case, such Confidential Information as that Finance Party shall consider appropriate if:

    
      Page 119

      
        


    

    
      
        	

              	(i)	
                in relation to Clauses 39.2.2(a), 39.2,2(b) and 39.2.2(c), 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;

              


      

    

    
      
        	

              	(ii)	
                in relation to Clause 39.2.2(d), 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;

              


      

    

    
      
        	

              	(iii)	
                in relation to Clauses 39.2.2(e), 39.2.2(f) and
                    39.2.2(g), 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;

              


      

    

    
      
        	

              	39.2.3	
                to any person appointed by that Finance Party or by a person to whom Clause 39.2.2(a) or 39.2.2(b) 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 Clause 39.2.3 if the service provider to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking;

              


      

    

    
      
        	

              	39.2.4	
                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 Obligors and/or the Group.

              


      

    

    
      
        	39.3	
                Disclosure to numbering service providers

              


      

    

    
      
        	

              	39.3.1	
                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 Loan and/or one or more Obligors the following information:

              


      

    

    
      
        	

              	(a)	
                names of Obligors;

              


      

    

    
      
        	

              	(b)	
                country of domicile of Obligors;

              


      

    

    
      
        	

              	(c)	
                place of incorporation of Obligors;

              


      

    

    
      Page 120

      
        


    

    
      
        	

              	(d)	
                date of this Agreement;

              


      

    

    
      
        	

              	(e)	
                Clause 43 (Governing law);

              


      

    

    
      
        	

              	(f)	
                the names of the Agent;

              


      

    

    
      
        	

              	(g)	
                date of each amendment and restatement of this Agreement;

              


      

    

    
      
        	

              	(h)	
                amount of Total Commitments;

              


      

    

    
      
        	

              	(I)	
                currencies of the Loan;

              


      

    

    
      
        	

              	(j)	
                type of Loan;

              


      

    

    
      
        	

              	(k)	
                ranking of the Loan;

              


      

    

    
      
        	

              	(I)	
                Termination Date;

              


      

    

    
      
        	

              	(m)	
                changes to any of the information previously supplied pursuant to (a) to (I); and

              


      

    

    
      
        	

              	(n)	
                such other information agreed between such Finance Party and that Obligor,

              


      

    

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

    
      
        	

              	39.3.2	
                The Parties acknowledge and agree that each identification number assigned to this Agreement, the Loan and/or one or more 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.

              


      

    

    
      
        	

              	39.3.3	
                Each Borrower represents that none of the information set out in Clauses 39.3.1(a) to 39.3.1(n) is, nor will at any time be, unpublished price-sensitive information.

              


      

    

    
      
        	

              	39.3.4	
                The Agent shall notify the Borrowers and the other Finance Parties of:

              


      

    

    
      
        	

              	(a)	
                the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Loan and/or one or more Obligors; and

              


      

    

    
      
        	

              	(b)	
                the number or, as the case may be, numbers assigned to this Agreement, the Loan and/or one or more Obligors by such numbering service provider.

              


      

    

    
      
        	39.4	
                Entire agreement This Clause 39 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.

              


      

    

    
      
        	39.5	
                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

              


      

    

    
      Page 121

      
        


    

    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.

    
      
        	39.6	
                Notification of disclosure Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrowers:

              


      

    

    
      
        	

              	39.6.1	
                of the circumstances of any disclosure of Confidential Information made pursuant to Clause 39.2.2(e) (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that Clause during the ordinary course of its supervisory or regulatory function; and

              


      

    

    
      
        	

              	39.6.2	
                upon becoming aware that Confidential Information has been disclosed In breach of
                    this Clause 39.

              


      

    

    
      
        	39.7	
                Continuing obligations The obligations in this Clause 39 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 months from the earlier of:

              


      

    

    
      
        	

              	39.7.1	
                the date on which all amounts payable by the Obligors under or in connection with the Finance Documents have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

              


      

    

    
      
        	

              	39.7.2	
                the date on which such Finance Party otherwise
                    ceases to be a Finance Party.

              


      

    

    
      
        	40	
                Disclosure of Lender Details by Agent

              


      

    

    
      
        	40.1	
                Supply of Lender details to Borrowers The Agent shall provide to the Borrowers within seven 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 that Business Day, their respective Commitments, the address and fax number
                    (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the transmission 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 Agent to that Lender under the
                    Finance Documents.

              


      

    

    
      
        	40.2	
                Supply of Lender details at
                    Borrowers' direction

              


      

    

    
      
        	

              	40.2.1	
                The Agent shall, at the request of the Borrowers, disclose the identity of the Lenders and the details of the Lenders' Commitments to any:

              


      

    

    
      
        	

              	(a)	
                other Party or any other person if that disclosure is made to facilitate, in each case, a refinancing of the Financial Indebtedness arising under the Finance Documents or a
                    material waiver or amendment of any term of any Finance Document; and

              


      

    

    
      
        	

              	(b)	
                Obligor.

              


      

    

    
      Page 122

      
        


    

    
      
        	

              	40.2.2	
                Subject to Clause 40.2.3, the Borrowers shall procure that the recipient of information disclosed pursuant to Clause 40.2.1 shall keep such information confidential and
                  shall not disclose it to anyone and shall ensure that all such information is protected with security measures and a degree of care that would apply to the recipient's own confidential information.

              


      

    

    
      
        	

              	40.2.3	
                The recipient may disclose such information to any of its officers, directors, employees, professional advisers, auditors and partners as it shall consider appropriate if
                  any such person is informed in writing of its confidential nature, except that there shall be no such requirement to so inform if that person is subject to professional obligations to maintain the confidentiality of the information or is
                  otherwise bound by duties of confidentiality in relation to the information.

              


      

    

    
      
        	40.3	
                Supply of Lender details to other Lenders

              


      

    

    
      
        	

              	40.3.1	
                If a Lender (a "Disclosing Lender") indicates to the Agent that the Agent may do so, the
                  Agent shall disclose that Lender's name and Commitment to any other Lender that is, or becomes, a Disclosing Lender.

              


      

    

    
      
        	

              	40.3.2	
                The Agent shall, if so directed by the Requisite Lenders, request each Lender to indicate to it whether it is a Disclosing Lender.

              


      

    

    
      
        	40.4	
                Lender enquiry If any Lender believes that any entity is, or may be, a Lender and:

              


      

    

    
      
        	

              	40.4.1	
                that entity ceases to have an Investment Grade Rating; or

              


      

    

    
      
        	

              	40.4.2	
                an Insolvency Event occurs in relation to that entity,

              


      

    

    the Agent shall, at the request of that Lender, indicate to that Lender the extent to which that entity has a Commitment.

    
      
        	40.5	
                Lender details definitions In this Clause 40:

              


      

    

    "Investment Grade Rating' means, in relation to an entity, a rating for its long-term unsecured
      and non-credit-enhanced debt obligations of BBB- or higher by Standard & Poor's Rating Services or Fitch Ratings Ltd or Baa3 or higher by Moody's Investors Service Limited or a comparable rating from an
      internationally recognised credit rating agency.

    "Requisite Lenders" means a Lender or Lenders whose
      Commitments aggregate 15 per cent (or more) of the Total Commitments (or if the, Total Commitments have been reduced to zero, aggregated 15 per cent (or more) of the Total Commitments immediately prior to that reduction).

    
      
        	41	
                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.

    
      Page 123

      
        


    

    
      
        	42	
                Joint and Several Liability

              


      

    

    
      
        	42.1	
                Nature of liability The representations, warranties, covenants, obligations and undertakings of the
                    Borrowers contained in this Agreement shall be joint and several so that each Borrower shall be jointly and severally liable with all the Borrowers for all of the same and such liability shalt not in any way be discharged, impaired or
                    otherwise affected by:

              


      

    

    
      
        	

              	42.1.1	
                any forbearance (whether as to payment or otherwise) or any time or other indulgence granted to any other Borrower or any other Obligor under or in connection with any
                  Finance Document;

              


      

    

    
      
        	

              	42.1.2	
                any amendment, variation, novation or replacement of any other Finance Document;

              


      

    

    
      
        	

              	42.1.3	
                any failure of any Finance Document to be legal valid binding and enforceable In relation to any other Borrower or any other Obligor for any reason;

              


      

    

    
      
        	

              	42.1.4	
                the winding-up or dissolution of any other Borrower or any other Obligor;

              


      

    

    
      
        	

              	42.1.5	
                the release (whether in whole or in part) of, or the entering into of any compromise or composition with, any other Borrower or any other Obligor; or

              


      

    

    
      
        	

              	42.1.6	
                any other act, omission, thing or circumstance which would or might, but for this provision, operate to discharge, impair or otherwise affect such liability.

              


      

    

    
      
        	42.2	
                No rights as surety Until the Indebtedness has been unconditionally and irrevocably paid and
                    discharged in full, each Borrower agrees that it shall not, by virtue of any payment made under this Agreement on account of the Indebtedness or by virtue of any enforcement by a Finance Party of its rights under this Agreement or by
                    virtue of any relationship between, or transaction involving, the relevant Borrower and any other Borrower or any other Obligor:

              


      

    

    
      
        	

              	42.2.1	
                exercise any rights of subrogation in relation to any rights, security or moneys held or received or receivable by a Finance Party or any other person; or

              


      

    

    
      
        	

              	42.2.2	
                exercise any right of contribution from any other Borrower or any other Obligor under any Finance Document; or

              


      

    

    
      
        	

              	42.2.3	
                exercise any right of set-off or counterclaim against any other Borrower or any other Obligor; or

              


      

    

    
      
        	

              	42.2.4	
                receive, claim or have the benefit of any payment, distribution, security or indemnity from any other Borrower or any other Obligor; or

              


      

    

    
      
        	

              	42.2.5	
                unless so directed by the Agent (when the relevant Borrower will prove in accordance with such directions), claim as a creditor of any other Borrower or any other Obligor
                  in competition with any Finance Party

              


      

    

    and each Borrower shall hold in trust for the Finance Parties and forthwith pay or transfer (as appropriate) to the Agent any such payment
      (including an amount equal

    
      Page 124

      
        


    

    to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it

    
      Page 125

      
        


    

    
      
        	Section 12	
                Governing Law and Enforcement

              


      

    

    
      
        	43	
                Governing Law

              


      

    

    This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

    
      
        	44	
                Enforcement

              


      

    

    
      
        	44.1	
                Jurisdiction of English courts

              


      

    

    
      
        	

              	44.1.1	
                The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence,
                  validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a "Dispute"). Each Party agrees that the courts of England are the most appropriate and convenient courts to
                  settle Disputes and accordingly no Party will argue to the contrary.

              


      

    

    
      
        	

              	44.1.2	
                Notwithstanding Clause 44.1.1, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent
                  allowed by law, any Finance Party may take concurrent proceedings in any number of jurisdictions.

              


      

    

    
      
        	44.2	
                Service of process

              


      

    

    
      
        	

              	44.2.1	
                Without prejudice to any other mode of service allowed under any relevant law, each Borrower and each Guarantor:

              


      

    

    
      
        	

              	(a)	
                irrevocably appoints Ince Process Agents Limited of Aldgate Tower, 2 Leman Street, London E18QN, England as its agent for service of process in relation to any proceedings
                  before the English courts in connection with any Finance Document; and

              


      

    

    
      
        	

              	(b)	
                agrees that failure by a process agent to notify that Borrower or that Guarantor (as the case may be) of the process will not invalidate the proceedings concerned.

              


      

    

    
      
        	

              	44.2.2	
                If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process or terminates its appointment as agent for
                  service of process, the relevant Borrower or relevant Guarantor (as the case may be) must immediately (and in any event within five days of such event taking place) appoint another agent on terms acceptable to the Agent. Failing this, the
                  Agent may appoint another agent for this purpose.

              


      

    

    This Agreement has been entered into on the date stated at the beginning of this Agreement.

    
      Page 126

      
        


    

    Schedule 1

    Part I The Original Lenders

    

    

    	
            Name of Original Lender

          	
            Commitment

          	
            Treaty Passport scheme reference number and Jurisdiction of residence (if applicable)

          
	
            ABN AMR() Bank N.V.

          	
            Coolsingel 93, 3012 AE Rotterdam, The Netherlands

          	 
	 	 	 
	 	 	 
	 	 	 


    
      Page 127

      
        


    

    Schedule 2

    Part I

    Initial Conditions Precedent

    
      
        	1	
                Obligors

              


      

    

    
      
        	

              	(a)	
                Constitutional documents Copies of the constitutional documents of each Obligor together with such other evidence as the Agent may
                  reasonably require that each Obligor is duly incorporated in its country of incorporation and remains in existence with power to enter into, and perform its obligations under, the Relevant Documents to which it is or is to become a party.

              


      

    

    
      
        	

              	(b)	
                Certificates of good standing A certificate of good standing in respect of each Obligor (if such a certificate can be obtained).

              


      

    

    
      
        	

              	(c)	
                Board resolutions A copy of a resolution of the board of directors of each Obligor (other than the Original Guarantor) and a copy
                  of a resolution of the executive committee of the board of directors of the Original Guarantor:

              


      

    

    
      
        	

              	(i)	
                approving the terms of, and the transactions contemplated by, the Relevant Documents to which it is
                    a party and resolving that it execute those
                    Relevant Documents; and

              


      

    

    
      
        	

              	(ii)	
                authorising a specified person or persons to execute those Relevant Documents (and
                    all documents and notices to be signed and/or dispatched under those documents) on its behalf.

              


      

    

    
      
        	

              	(d)	
                Copy passports A copy of the passport of each person actually executing any of the Relevant Documents pursuant to the resolutions
                  referred to in (c) and of the director and officers of each Obligor.

              


      

    

    
      
        	

              	(e)	
                Shareholder resolutions A copy of a resolution signed by all the holders of the issued shares in each Obligor (other than the
                  Original Guarantor), approving the terms of, and the transactions contemplated by, the Relevant Documents to which that Obligor is a party.

              


      

    

    
      
        	

              	(f)	
                Officer's certificates An original certificate of a duly authorised officer of each Obligor:

              


      

    

    
      
        	

              	(i)	
                certifying that each copy document relating to it specified in this Part I of Schedule 2 is correct, complete and in full force and effect;

              


      

    

    
      
        	

              	(ii)	
                setting out the names of (a) the directors and officers of that Obligor and (b) the shareholders of that Obligor (other than the Original Guarantor) and the proportion of
                  shares held by each shareholder; and

              


      

    

    
      
        	

              	(iii)	
                confirming that borrowing or guaranteeing or securing, as appropriate, the Loan would not cause any borrowing, guarantee, security or similar limit binding on that Obligor
                  to be exceeded.

              


      

    

    
      Page 128

      
        


    

    
      
        	

              	(g)	
                Evidence of registration Where such registration is required or  permitted under the laws of the
                    relevant jurisdiction, evidence that the names of the directors, officers and shareholders of each Obligor are duly registered in the companies registry or other registry in the country of incorporation of that Obligor.

              


      

    

    
      
        	

              	(h)	
                Powers of attorney The original notarially attested and legalised power of attorney of each of the Obligors under which the Relevant
                  Documents to which it is or is to become a party are to be executed or transactions undertaken by that Obligor.

              


      

    

    
      
        	2	
                Security and related documents

              


      

    

    
      
        	

              	(a)	
                Security Documents The Guarantee, the Account Security Deed, the Share Securities and any other
                    Credit Support Documents, together with all other documents required by any of them, including, without limitation, (i) all notices of assignment and/or charge and evidence that those notices will be duly acknowledged by the recipients
                    and (ii) (pursuant to the Share Securities) all share certificates, certified copy share registers or registers of members, transfer forms, proxy forms letters of
                    resignation and letters of undertaking.

              


      

    

    
      
        	

              	(b)	
                Mandates Such duly signed forms of mandate, and/or other evidence of the opening of the Earnings Accounts, as the Security Agent may require.

              


      

    

    
      
        	

              	(c)	
                No disputes The written confirmation of the Borrowers that there is no dispute under any of the Relevant Documents as between the
                  parties to any such document.

              


      

    

    
      
        	

              	(d)	
                Account Holder's confirmation The written confirmation of the Account Holder that the Earnings Accounts have been opened with the
                  Account Holder and to its actual knowledge are free from Encumbrances other than as created by or pursuant to the Security Documents and rights of set off in favour of the Account Holder as account holder.

              


      

    

    
      
        	

              	(e)	
                Master Agreement The Master Agreement.

              


      

    

    
      
        	

              	(f)	
                Other Relevant Documents Copies of each of the Relevant Documents not otherwise comprised in the documents listed in this Part I of
                  Schedule 2.

              


      

    

    
      
        	3	
                Legal opinions

              


      

    

    The following legal opinions, each addressed to the Agent, or confirmation satisfactory to the Agent
      that such opinions will be given:

    
      
        	

              	(a)	
                a legal opinion of Stephenson Harwood LLP, legal advisers to the Agent as to English law substantially in the form distributed to
                  the Lenders prior to signing this Agreement;

              


      

    

    
      
        	

              	(b)	
                a legal opinion of the following legal advisers to the Agent:

              


      

    

    
      
        	

              	(i)	
                Ince&Co as to Marshall Islands law;

              


      

    

    
      
        	

              	(ii)	
                Patton, Moreno & Asvat as to Panamanian law and

              


      

    

    
      Page 129

      
        


    

    
      
        	

              	(iii)	
                NautaDutilh N.V. as to Dutch law.

              


      

    

    
      
        	4	
                Other documents and evidence

              


      

    

    
      
        	

              	(a)	
                Process agent Evidence that any process agent referred to in Clause 44.2 (Service of process) and any process agent appointed under
                  any other Finance Document has accepted its appointment.

              


      

    

    
      
        	

              	(b)	
                Other Authorisations A copy of any other Authorisation or other  document, opinion or assurance which the 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 Relevant Document or for the validity and enforceability of any Relevant
                  Document.

              


      

    

    
      
        	

              	(c)	
                Financial statements A copy of each of the Original Financial  Statements.

              


      

    

    
      
        	

              	(d)	
                Fees The Fee Letter and evidence that the fees, costs and expenses then due from the Borrowers under Clause 11 (Fees) and Clause 16
                  (Costs and Expenses) have been paid or will be paid by the Utilisation Date.

              


      

    

    
      
        
          	

                	(e)	
                  "Know your customer" documents Such documentation and other  evidence as is reasonably requested by the Agent in order for the Lenders to comply with all necessary "know your customer" or
                    similar identification procedures in relation to the transactions contemplated in the Finance Documents.

                


        

      

    

    
      
        	

              	(f)	
                "Know your customer" procedure Satisfactory conclusion of the Lenders' internal 'know your customer" procedures

              


      

    

    
      Page 130

      
        


    

    Part II

    Utilisation Conditions Precedent

    
      
        	1	
                Obligors

              


      

    

    
      
        	

              	(a)	
                Officers certificate If required, a certificate signed by a duly authorised officer of each Obligor confirming that none of the
                  documents and evidence delivered to the Agent pursuant to Part I of Schedule 2 has been amended, modified or revoked in any way since its delivery to the Agent.

              


      

    

    
      
        	

              	(b)	
                Certificates of good standing A certificate of good standing in respect of each Obligor (if such a certificate can be obtained).

              


      

    

    
      
        	2	
                Security and related documents

              


      

    

    
      
        	

              	(a)	
                Vessel documents Photocopies, certified as true, accurate and complete by a director or the secretary or the legal advisers of the
                  Borrower, of:

              


      

    

    
      
        	

              	(i)	
                any charterparty or other contract of employment of each Vessel which will be in force on the Utilisation Date including, without limitation, the Charter;

              


      

    

    
      
        	

              	(ii)	
                the confirmation (by email from the master of the Vessel) for the delivery of the Vessel pursuant to the Charter (if the Charter is a time charter) or the protocol of
                  delivery and acceptance evidencing the unconditional physical delivery of the Vessel by the Borrower to the Charterer pursuant to the Charter (if the Charter is a bareboat charter);

              


      

    

    
      
        	

              	(iii)	
                the Management Agreements;

              


      

    

    
      
        	

              	(iv)	
                each Vessel's current Safety Construction, Safety Equipment, Safety Radio and Load Line Certificates;

              


      

    

    
      
        	

              	(v)	
                evidence of each Vessel's current Certificate of Financial Responsibility issued pursuant to the United States Oil Pollution Act 1990;

              


      

    

    
      
        	

              	(vi)	
                each Vessel's current SMC;

              


      

    

    
      
        	

              	(vii)	
                each ISM Company's current DOC;

              


      

    

    
      
        	

              	(viii)	
                each Vessel's current ISSC;

              


      

    

    
      
        	

              	(ix)	
                each Vessel's current IAPPC;

              


      

    

    
      
        	

              	(x)	
                each Vessel's current Tonnage Certificate;

              


      

    

    in each case together with all addenda, amendments or supplements.

    
      
        	

              	(b)	
                Evidence of Borrower's title Evidence that on the Utilisation Date (I)veach Vessel will be permanently registered under the
                  relevant flag in the ownership of the relevant Borrower and (ii) the Mortgage will be capable of being registered against that Vessel with first priority.

              


      

    

    
      Page 131

      
        


    

    
      
        	

              	(c)	
                Evidence of insurance Evidence that the Vessel is insured in the manner required by the Security Documents and that letters of
                  undertaking will be issued in the manner required by the Security Documents, together with (if required by the Agent) the written approval of the Insurances by an insurance adviser appointed by the Agent.

              


      

    

    
      
        	

              	(d)	
                Confirmation of class A Class Certificate for hull and machinery  confirming that the Vessel is classed with the highest class
                  applicable to vessels of her type with Lloyd's Register or such other classification society which is a member of the International Association of Classification Societies as may be acceptable to the Agent free of overdue recommendations.

              


      

    

    
      
        	

              	(e)	
                Valuation Two valuations of each Vessel addressed to the Agent from a broker acceptable to the Agent certifying the Market Value
                  for each Vessel, acceptable to the Agent dated not earlier than thirty (30) Business Days prior to the proposed Utilisation Date.

              


      

    

    
      
        	

              	(f)	
                Security Documents The Mortgage and the Assignments in respect of the Vessel and any other Credit Support Documents, together with
                  all other documents required by any of them, including, without limitation, all notices of assignment and/or charge and evidence that those notices will be duly acknowledged by the recipients.

              


      

    

    
      
        	

              	(g)	
                Managers' Undertakings The Managers' Undertakings together with  notices of any assignments contained in the same and evidence that
                  those notices will be duly acknowledged by the recipients.

              


      

    

    
      
        	

              	(h)	
                No disputes The written confirmation of the Borrowers that there is no dispute under any of the Relevant Documents as between the
                  parties to any such document.

              


      

    

    
      
        	

              	(i)	
                Other Relevant Documents Copies of each of the Relevant Documents not otherwise comprised in the documents listed in this Part I of
                  Schedule 2.

              


      

    

    
      
        	3	
                Legal opinions

              


      

    

    The following legal opinions, each addressed to the Agent, or confirmation satisfactory to the Agent
      that such opinions will be given:

    
      
        	

              	(a)	
                a legal opinion of Stephenson Harwood LLP, legal advisers to the Agent as to English law substantially in the form distributed to the Lenders prior to signing this
                  Agreement;

              


      

    

    
      
        	

              	(b)	
                a legal opinion of the following legal advisers to the Agent:

              


      

    

    
      
        	

              	(i)	
                Ince&Co as to Marshall Islands law;

              


      

    

    
      
        	

              	(ii)	
                Patton, Moreno & Asvat as to Panamanian law and

              


      

    

    
      
        	

              	(iii)	
                NautaDutilh N.V. as to Dutch law.

              


      

    

    
      
        	4	
                Other documents and evidence

              


      

    

    
      
        	

              	(a)	
                Utilisation Request A duly completed Utilisation Request.

              


      

    

    
      Page 132

      
        


    

    
      
        	

              	(b)	
                Other Authorisations A copy of any other Authorisation or other document, opinion or
                  assurance which the 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 Relevant Document or for the
                  validity and enforceability of any Relevant Document.

              


      

    

    
      
        	

              	(c)	
                Fees The Fee Letter and evidence that the fees, costs and expenses then due from the Borrowers under Clause 11 (Fees) and Clause 16 (Costs and Expenses) have been paid or will be paid by the Utilisation Date.

              


      

    

    
      Page 133

      
        


    

    Part III

    Conditions Subsequent

    
      
        	1	
                Evidence of Borrower's title Certificate of ownership and encumbrance (or equivalent) issued by the
                    Registrar of Ships (or equivalent official) of the relevant flag confirming that (a) the Vessel is permanently registered under that flag in the ownership of the Borrower, (b) the Mortgage has been registered with first priority against
                    the Vessel and (c) there are no further Encumbrances registered against the Vessel.

              


      

    

    
      
        	2	
                Letters of undertaking Letters of undertaking in respect of the Insurances as required by the Security
                    Documents together with copies of the relevant policies or cover notes or entry certificates duly endorsed with the interest of the Finance Parties.

              


      

    

    
      
        	3	
                Acknowledgements of notices Acknowledgements of all notices of assignment and/or charge given pursuant
                    to any Security Documents received by the Agent pursuant to Part I of this Schedule 2.

              


      

    

    
      
        	4	
                Legal opinions Such of the legal opinions specified in Part I of this Schedule 2 as have not already
                    been provided to the Agent.

              


      

    

    
      
        	5	
                Companies Act registrations Evidence that the prescribed particulars of any Security Documents
                    received by the Agent pursuant to Part I of this Schedule 2 have been delivered to the relevant Registry of Companies/Corporations within the statutory time limit.

              


      

    

    
      
        	6	
                Master's receipt The master's receipt for the Mortgage.

              


      

    

    
      
        	7	
                Shares Security documents Any original documents pursuant to the Shares Security, which have not
                    already been provided to the Agent.

              


      

    

    
      Page 134

      
        


    

    Schedule 3

    Utilisation Request

    
      
        	From:	
                Kaben Shipping Company Inc.

                  Taroa Shipping Company Inc.

                  Gala Properties Inc.

              


      

    

    
      
        	To:	
                ABN AMRO Bank N.V.

              


      

    

    Dated:

    Dear Sirs

    Kaben Shipping Company Inc., Taroa Shipping Company Inc. and Gala Properties Inc. —
        $25,000,000 Loan Agreement dated [           ] 2019 (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 make a Utilisation on the following terms:

              


      

    

    
      
        	

              	Proposed Utilisation Date:	
                [               ] (or, if that is not a Business

                  Day, the next Business Day)

              


      

    

    
      
        	

              	Currency of Utilisation:	
                [               ]

              


      

    

    
      
        	

              	Amount:	
                [               ]

              


      

    

    
      
        	

              	Interest Period:	
                [               ]

              


      

    

    
      
        	

              	Vessel:	
                [               ]

              


      

    

    

    

    

    

    
      
        	3	
                We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.

              


      

    

    
      
        	4	
                The proceeds of the Utilisation should be paid as follows:

              


      

    

    
      
        	5	
                This Utilisation Request is irrevocable.

              


      

    

    Yours faithfully

    _______________________

    authorised signatory for

    Kaben Shipping Company Inc.

    Taroa Shipping Company Inc.

    Gala Properties Inc.

    
      Page 135

      
        


    

    Schedule 4

    Form of Transfer Certificate

    
      
        	To:	
                ABN AMRO Bank N.V., as Agent

              


      

    

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

              


      

    

    Dated

    Kaben Shipping Company Inc., Taroa Shipping Company Inc. and Gala Properties Inc. - $25,000,000 Loan Agreement dated [                                            ]2019 (the "Loan  Agreement")

    
      
        	1	
                We refer to the Loan Agreement. This agreement (the "Agreement") shall take effect as a Transfer Certificate for the purposes of the
                  Loan Agreement. Terms defined in the Loan Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

              


      

    

    
      
        	2	
                We refer to Clause 25.5 (Procedure for transfer) of the Loan Agreement:

              


      

    

    
      
        	

              	(a)	
                The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation and in accordance with Clause 25.5 (Procedure for transfer) all of the Existing Lender's rights and obligations under the Loan Agreement and the other Finance Documents which rebate to that portion of the Existing Lender's Commitment(s) and participations
                  in the Loan under the Loan Agreement as specified in the Schedule.

              


      

    

    
      
        	

              	(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 34.2 (Addresses)
                  of the Loan Agreement are set out in the Schedule.

              


      

    

    
      
        	3	
                The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in Clause 25.4.1(c) (Limitation of
                    responsibility of Existing Lenders) of the Loan Agreement.

              


      

    

    
      
        	4	
                The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

              


      

    

    
      
        	

              	(a)	
                [a Qualifying Lender other than a Treaty Lender;1

              


      

    

    
      
        	

              	(b)	
                [a Treaty Lender;]

              


      

    

    
      
        	

              	(c)	
                [not a Qualifying Lender].

              


      

    

    
      
        	[5]	
                [The New Lender confirms that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

              


      

    

    
      
        	

              	(a)	
                a company resident in the United Kingdom for United Kingdom tax purposes;

              


      

    

    
      Page 136

      
        


    

    
      
        	

              	(b)	
                a partnership each member of which is:

              


      

    

    
      
        	

              	(i)	
                a company so resident in the United Kingdom; or

              


      

    

    
      
        	

              	(ii)	
                a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent
                    establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of
                    the CTA; or

              


      

    

    
      
        	

              	(c)	
                a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest
                  payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.

              


      

    

    
      
        	[5]	
                [The New Lender confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number [                       ]) and is tax resident in
                  [                 ], so that interest payable to it by borrowers is generally subject to full exemption from UK withholding tax, and requests that the Agent notify the Borrowers that it wishes that scheme to apply to the Agreement.]

              


      

    

    
      
        	[6/7)	
                This 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 Agreement.

              


      

    

    
      
        	[7/8]	
                This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

              


      

    

    
      
        	[8/9]	
                This Agreement has been entered into on the date stated at the beginning of this Agreement.

              


      

    

    
      
        	Note:	
                The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender's interest in any Encumbrance created or
                  expressed to be created or evidenced by the Security Documents 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 any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

              


      

    

    
      Page 137

      
        


    

    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 Agreement is accepted as a Transfer Certificate for the purposes of the Loan Agreement

    by the Agent and the Transfer Date is confirmed as [                              ].

    ABN AMRO Bank N.V.

    By:

    
      Page 138

      
        


    

    Schedule 5

    Form of Assignment Agreement

    
      
        	To:	
                ABN AMRO Bank N.V. as Agent and as Security Agent and Kaben Shipping Company Inc., Taroa Shipping
                    Company Inc. and Gala Properties Inc. as Borrowers, for and on behalf of each Obligor

              


      

    

    
      
        	From:	
                [the Existing Lender] (the "Existing Lender") and [the New Lender] (the "New Lender")

              


      

    

    Dated:

    Kaben Shipping Company Inc., Taroa Shipping Company Inc. and Gala Properties Inc. — $25,000,000 Loan Agreement dated [] 2019 (the "Loan Agreement") 

    
      
        	1	
                We refer to the Loan Agreement. This is an Assignment Agreement. This agreement (the "Agreement") shall take effect as an Assignment
                  Agreement for the purpose of the Loan Agreement. Terms defined in the Loan Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

              


      

    

    
      
        	2	
                We refer to Clause 25.6 (Procedure for assignment) of the Loan Agreement:

              


      

    

    
      
        	

              	(a)	
                The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Loan Agreement, the other Finance Documents and in respect of any
                  Encumbrance created or expressed to be created or evidenced by the Security Documents which correspond to that portion of the Existing Lender's Commitment(s) and participations in the Loan under the Loan 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 Commitment(s) and participations
                  in the Loan under the Loan 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).

              


      

    

    
      	3

            	
              The proposed Transfer Date is [               ].

            


    

    
      
        	4	
                On the Transfer Date the New Lender becomes Party to the relevant 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 34.2 (Addresses)


                  of the Loan Agreement are set out in the Schedule.

              


      

    

    
      
        	6	
                The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in Clause 25.4.3 (Limitation of
                    responsibility of Existing Lenders) of the Loan Agreement.

              


      

    

    
      Page 139

      
        


    

    
      
        	7	
                The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

              


      

    

    
      
        	

              	(a)	
                [a Qualifying Lender (other than a Treaty Lender);]

              


      

    

    
      
        	

              	(b)	
                [a Treaty Lender;]

              


      

    

    
      
        	

              	(c)	
                [not a Qualifying Lender].

              


      

    

    
      
        	8	
                [The New Lender confirms that the person beneficially entitled to Interest payable to that Lender in respect of an
                    advance under a Finance Document is either:

              


      

    

    
      
        	

              	(a)	
                a company resident in the United Kingdom for United Kingdom tax purposes;

              


      

    

    
      
        	

              	(b)	
                a partnership each member of which is:

              


      

    

    
      
        	

              	(i)	
                a company so resident in the United Kingdom; or

              


      

    

    
      
        	

              	(ii)	
                a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing
                  its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

              


      

    

    
      
        	

              	(c)	
                a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest
                  payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.]

              


      

    

    
      
        	9	
                [The New Lender confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number [   ]) and is tax resident in [   ], so that interest payable
                  to it by borrowers is generally subject to full exemption from UK withholding tax and hereby notifies the Borrowers that it wishes that scheme to apply to the Loan Agreement.]

              


      

    

    
      
        	[9/10]	
                This Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 25.7 (Copy of Transfer Certificate or Assignment
                  Agreement to Borrowers), to the Borrowers (on behalf of each Obligor) of the assignment referred to in this Agreement.

              


      

    

    
      
        	[10/11]	
                This 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 Agreement.

              


      

    

    
      
        	[11/12]	
                This Agreement [and any non-contractual obligations arising out of or in connection with it] [is/are] governed by English law.

              


      

    

    
      
        	[12/13]	
                This Agreement has been entered into on the date stated at the beginning of this Agreement.

              


      

    

    
      Page 140

      
        


    

    
      
        	Note:	
                The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender's interest in any Encumbrance created or
                  expressed to be created or evidenced by the Security Documents 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 any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

              


      

    

    
      Page 141

      
        


    

    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 Agreement is accepted as an Assignment Agreement for the purposes of the Loan Agreement by the Agent and the
      Transfer Date is confirmed as [                               ].

    Signature of this Agreement by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment
      referred to in this Agreement, which notice the Agent receives on behalf of each Finance Party.

    ABN AMRO Bank N.V.

    By:

    
      Page 142

      
        


    

    Schedule 6

    Form of Accession Deed

    
      
        	To:	
                ABN AMR() Bank N.V. as Agent and as Security Agent for itself and each of the other Finance Parties

              


      

    

    
      
        	From:	
                [Affiliate of a Borrower] [Member of the Group] and [Borrowers]

              


      

    

    Dated:

    Dear Sirs

    Kaben Shipping Company Inc., Taroa Shipping Company Inc. and Gala Properties Inc. — $25,000,000 Loan Agreement dated [                    ] 2019 (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 paragraphs 1-3 of this Accession Deed unless given a different meaning in this Accession Deed.

              


      

    

    
      
        	2	
                [Affiliate of a Borrower] agrees to become an Additional Guarantor and to be bound by the terms of the Agreement and the other
                  Finance Documents as an Additional Guarantor pursuant to Clause 26.2 (Additional Guarantors)] of the Agreement. [Affiliate of a Borrower] is a company
                  duly incorporated under the laws of [name of relevant jurisdiction] and is a limited liability company and registered number [                      ].

              


      

    

    
      
        	3	
                [Affiliate of a Borrower's] administrative details for the purposes of the Agreement are as follows:

              


      

    

    Address:

    Fax No.:

    Attention:

    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 [Borrowers] and executed
      as a deed by [Affiliate of a Borrower] and is delivered on the date stated above.

     

    

    
      Page 143

      
        


    

    [Affiliate of a Borrower]

    	
            [Executed as a Deed

          	
            )

          	 
	
            By: [Affiliate of a Borrower]

          	
            )

          	 
	 	 	 
	 	
             Director

          	 
	 	 	 
	 	
             Director/Secretary]

          	 


    or

    [Executed as a Deed

    	
            By: [Affiliate of a Borrower]

          	 	 
	 	 	 
	 	 	
            Signature of Director

          
	 	 	 
	 	 	
            Name of Director

          
	
            in the presence of

          	 	 
	 	 	
            Signature of witness

          
	 	 	 
	 	 	
            Name of witness

          
	 	 	 
	 	 	
            Address of witness

          
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	
            Occupation of witness]

          
	 	 	 
	 	 	 
	 	 	 
	
            The [Borrowers]

          	 	 
	 	 	 
	 	 	
            [Borrowers]

          


    

    

    By:

    

    

    
      Page 144

      
        


    

    

    

    Schedule 7

    Form of Compliance Certificate

    
      
        	To:	
                ABN AMRO Bank N.V.

              


      

    

    
      
        	From:	
                Diana Shipping Inc.

              


      

    

    Dated:

    Dear Sirs

    Kaben Shipping Company Inc., Taroa Shipping Company Inc. and Gala Properties Inc. — $25,000,000 Loan
        Agreement dated [ ] 2019 (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 on [●]:

              


      

    

    Total Assets:

    Market Value Adjusted Total Assets: [                         ]

    Total Liabilities: [                         ]

    Market Value Adjusted Net Worth: [                         ]

    Market Value Adjusted Net Worth: [    ]% of Market Value Adjusted Total Assets

    Minimum Liquidity Amount: [                         ]

    
      
        	3	
                [We confirm that no Default is continuing.]

              


      

    

    	
            Signed:

          	 	 
	 	
            Chief Finance Officer

          	 
	 	
            Of

          	 
	 	
            Diana Shipping Inc.

          	 


    

    

    
      Page 145

      
        


    

    	
            Signatures

          	 
	 	 	 
	
            The Borrowers

          	 
	 	 	 
	
            Kaben Shipping Company Inc.

          	
            )

          
	 	 	
            )

          
	
            By:

          	
            Margarita Veniou

          	
            ) /s/ Margarita Veniou

          
	 	 	
            )

          
	
            Address:

          	
            c/o Diana Shipping Services S.A.

          	
            )

          
	 	
            Pendelis 16, 175 64 Palaio Faliro, Athens,

          	
            )

          
	 	
            Greece

          	
            )

          
	
            Fax no.:

          	
             +30 210 9470101

          	
            )

          
	
            Department/Officer: Mr Andreas Michalopoulos

          	
            )

          
	 	 	 
	 	 	 
	
            Taroa Shipping Company Inc.

          	
            )

          
	 	 	
            )

          
	
            By:

          	Margarita Veniou	
            ) /s/ Margarita Veniou

          
	 	 	
            )

          
	
            Address:

          	
            c/o Diana Shipping Services S.A.

          	
            )

          
	 	
            Pendelis 16, 175 64 Palaio Faliro, Athens,

          	
            )

          
	 	
            Greece

          	
            )

          
	
            Fax no.:

          	
            +30 210 9470101

          	
            )

          
	
            Department/Officer: Mr Andreas Michalopoulos

          	
            )

          
	 	 	 
	 	 	 
	
            Gala Properties Inc.

          	
            )

          
	 	)

          
	
            By 

          	Margarita Veniou	
            ) /s/ Margarita Veniou

          
	
            Address:

          	
            c/o Diana Shipping Services S.A.

          	
            )

          
	 	
            Pendelis 16, 175 64 Palaio Faliro, Athens,

          	
            )

          
	 	
            Greece

          	
            )

          
	
            Fax no.:

          	
             +30 210 9470101

          	
            )

          
	
            Department/Officer: Mr Andreas Michalopoulos

          	
            )

          
	 	 	 
	 	 	 
	
            The Original Guarantor

          	 
	 	 	 
	
            Diana Shipping Inc.

          	
            )

          
	 	 	
            )

          
	
            By:

          	Margarita Veniou	
            ) /s/ Margarita Veniou

          
	 	 	
            )

          
	
            Address:

          	
            c/o Diana Shipping Services S.A.

          	
            )

          
	 	
            Pendelis 16, 175 64 Palaio Faliro, Athens,

          	
            )

          
	 	
            Greece

          	
            )

          
	
            Fax no.:

          	
             +30 210 9470101

          	
            )

          
	
            Department/Officer: Mr Andreas Michalopoulos

          	
            )

          


    

    

    
      Page 146

      
        


    

    

    

    	
            The Agent

          	 
	 	 	 
	
            ABN AMRO Bank N.V.

          	
            )

          
	 	 	
            )

          
	
            By:

          	Nigel Bowen-Morris  

          	
            ) /s/ Nigel Bowen-Morris

          
	 	 	
            )

          
	
            Address:

          	
            Gustav Mahlerlaan 10,

          	
            )

          
	
            1082 PP Amsterdam, The Netherlands

          	
            )

          
	
            Fax no.:

          	
            +31 (0) 10 401 53 23

          	
            )

          
	
            Department/Officer: Global Transportation and Logistics

          	
            )

          
	 	 	 
	
            The Security Agent

          	 
	 	 	 
	
            ABN AMRO Bank N.V.

          	
            )

          
	 	 	
            )

          
	
            By:

          	
            Nigel Bowen-Morris

          	
            ) /s/ Nigel Bowen-Morris

          
	 	 	
            )

          
	
            Address:

          	
            Gustav Mahlerlaan 10,

          	
            )

          
	
            1082 PP Amsterdam, The Netherlands

          	
            )

          
	
            Fax no.:

          	
            +31 (0) 10 401 53 23

          	
            )

          
	
            Department/Officer: Global Transportation and Logistics

          	
            )

          
	 	 	 
	
            The Original Lenders

          	 
	 	 	 
	
            ABN AMRO Bank N.V.

          	
            )

          
	 	 	
            )

          
	
            By 

          	Nigel Bowen-Morris 

          	
            ) /s/ Nigel Bowen-Morris

          
	 	 	 
	
            Address:

          	
            Gustav Mahlerlaan 10,

          	
            )

          
	
            1082 PP Amsterdam, The Netherlands

          	
            )

          
	
            Fax no.:

          	
            +31 (0) 10 401 53 23

          	
            )

          
	
            Department/Officer: Global Transportation and Logistics

          	
            )

          
	 	 	 
	 	 	 
	
            The Swap Provider

          	 
	 	 	 
	
            ABN AMRO Bank N.V.

          	
            )

          
	 	 	
            )

          
	
            By:

          	Nigel Bowen-Morris 

          	
            ) /s/ Nigel Bowen-Morris

          
	 	 	
            )

          
	
            Address:

          	
            Gustav Mahlerlaan 10,

          	
            )

          
	 	
            1082 PP Amsterdam, The Netherlands

          	
            )

          
	
            Fax no.:

          	
             +31 (0) 10 401 53 23

          	
            )

          
	
            Department/Officer: Global Transportation and Logistics

          	
            )

          


     

    

  

  Page 147