Exhibit
4.3





Execution
version


 


Dated
11 December 2019


 


$140,000,000


 


TERM
AND REVOLVING FACILITIES


 


FAROE
SHIPCO LLC


PLYMOUTH
SHIPCO LLC


PORTLAND
SHIPCO LLC


FISHER
SHIPCO LLC


FAIR
ISLE SHIPCO LLC


HUMBER
SHIPCO LLC


FORTH
SHIPCO LLC


TRAFALGAR
SHIPCO LLC


as
joint and several Borrowers


and
Hedge Guarantors


 


and


 


ARDMORE
SHIPPING LLC


as
Corporate Guarantor


 


and


 


ARDMORE
SHIPPING CORPORATION


as
Parent Guarantor


 


and


 


THE
BANKS AND FINANCIAL INSTITUTIONS


listed
in Schedule 1, Part B


as
Lenders


 


and


 


THE
BANKS AND FINANCIAL INSTITUTIONS


listed
in Schedule 1, Part B


as
Hedge Counterparties


 


and


 


NORDEA
BANK ABP, FILIAL I NORGE


SKANDINAVISKA
ENSKILDA BANKEN AB (PUBL)


as
Mandated Lead Arrangers


 


and


 


NORDEA
BANK ABP, FILIAL I NORGE


SKANDINAVISKA
ENSKILDA BANKEN AB (PUBL)


as
Bookrunners


 


and


 


SKANDINAVISKA
ENSKILDA BANKEN AB (PUBL)


as
Documentation Agent


 


and


 


NORDEA
BANK ABP, FILIAL I NORGE


as
Facility Agent and as Security Agent


 


FACILITIES
AGREEMENT


relating
to


the
refinancing of m.t.s


“ARDMORE
SEAFOX”, “ARDMORE SEAWOLF”, “ARDMORE SEAHAWK”,


“ARDMORE
CHINOOK”, “ARDMORE SEALION”, “ARDMORE CHIPPEWA”,


“ARDMORE
SEAVANTAGE” AND “ARDMORE ENDEAVOUR”


 


WATSON
FARLEY


&


WILLIAMS


 






    


     


    

 


 


	Index
	 	 	 
	Clause	 	Page
	 	 	 
	Section
    1 Interpretation	3
	1	Definitions
    and Interpretation	3
	Section
    2 The Facility	31
	2	The
    Facility	31
	3	Purpose
    	31
	4	Conditions
    of Utilisation	31
	Section
    3 Utilisation	33
	5	Utilisation	33
	Section
    4 Repayment, Prepayment and Cancellation	36
	6	Repayment	36
	7	Payment
    and Cancellation	38
	Section
    5 Costs of Utilisation	44
	8	Interest	44
	9	Interest
    Periods	46
	10	Changes
    to the Calculation of Interest	47
	11	Fees	48
	Section
    6 Additional Payment Obligations	49
	12	Tax
    Gross Up and Indemnities	49
	13	Increased
    Costs	53
	14	Other
    Indemnities	54
	15	Mitigation
    by the Finance Parties	57
	16	Costs
    and Expenses	58
	Section
    7 Guarantees and Joint and Several Liability of Borrowers	59
	17	Guarantee
    and Indemnity – Guarantors	59
	18	Joint
    and Several Liability of the Guarantors	61
	19	Joint
    and Several Liability of the Borrowers	63
	Section
    8 Guarantee and Indemnity - Hedge Guarantors	65
	20	Guarantee
    and Indemnity – Hedge Guarantors	65
	Section
    9 Representations, Undertakings and Events of Default	68
	21	Representations	68
	22	Information
    Undertakings	74
	23	Financial
    Covenants	78
	24	General
    Undertakings	80
	25	Insurance
    Undertakings	87
	26	Ship
    Undertakings	92
	27	Security
    Cover	97
	28	Application
    of Earnings	99
	29	Events
    of Default	99
	Section
    10 Changes to Parties	104
	30	Changes
    to the Lenders	104
	31	Changes
    to the Obligors	109
	Section
    11 The Finance Parties	110
	32	The
    Facility Agent, the Mandated Lead Arrangers and the Documentation Agent	110
	33	The
    Security Agent	117
	34	Conduct
    of Business by the Finance Parties	127
	35	Contractual
    recognition of bail-in	128
	36	Sharing
    Among the Finance Parties	128
	Section
    12 Administration	130
	37	Payment
    Mechanics	130
	38	Set-Off	134
	39	Notices	134
	40	Calculations
    and Certificates	136
	41	Partial
    Invalidity	136
	42	Remedies
    and Waivers	136


 






    


     


    

 


	43	Settlement
    or Discharge Conditional	136
	44	Irrevocable
    Payment	137
	45	Amendments
    and Waivers	137
	46	Confidentiality	140
	47	Counterparts	143
	Section
    13 Governing Law and Enforcement	144
	48	Governing
    Law	144
	49	Enforcement	144



 


	Schedules	 
	 	 	 
	Schedule
    1 The Parties	145
	 	Part
    A The Obligors	145
	 	Part
    B The Original Lenders	147
	 	Part
    C The Servicing Parties	149
	Schedule
    2 Conditions Precedent	150
	 	Part
    A Conditions Precedent to Utilisation Request	150
	 	Part
    B Conditions Precedent to Utilisation	152
	Schedule
    3 Requests	154
	 	Part
    A Utilisation Request	154
	 	Part
    B Selection Notice	156
	Schedule
    4 Form of Transfer Certificate	158
	Schedule
    5 Form of Assignment Agreement	160
	Schedule
    6 Form of Compliance Certificate	163
	Schedule
    7 Ships	165
	Schedule
    8 List of Approved Valuers	166
	Schedule
    9 Term Loan Repayment Schedule	167
	Schedule
    10 Timetables	168
	 	 	 
	Execution	 
	 	 	 
	Execution
    Pages	169


 






    


     


    

 


THIS
AGREEMENT is made on 11 December 2019


 


PARTIES


 


		(1)	FAROE
                                         SHIPCO LLC, PLYMOUTH SHIPCO LLC, PORTLAND SHIPCO LLC, FISHER SHIPCO LLC, FAIR ISLE SHIPCO
                                         LLC, HUMBER SHIPCO LLC, FORTH SHIPCO LLC and TRAFALGAR SHIPCO LLC, each a limited
                                         liability company formed in the Republic of the Marshall Islands whose registered address
                                         is at The Trust Company of the Marshall Islands, Trust Company Complex, Ajeltake Road,
                                         Ajeltake Island, Majuro, Marshall Islands MH 96960 as joint and several borrowers (together
                                         the “Borrowers” and each a “Borrower”)



 


		(2)	ARDMORE
                                         SHIPPING LLC, a limited liability company formed in the Republic of the Marshall
                                         Islands whose registered address is at The Trust Company of the Marshall Islands, Trust
                                         Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as
                                         a guarantor (the “Corporate Guarantor”)



 


		(3)	ARDMORE
                                         SHIPPING CORPORATION, a corporation incorporated in the Republic of the Marshall
                                         Islands whose registered address is at The Trust Company of the Marshall Islands, Trust
                                         Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as
                                         a guarantor (the “Parent Guarantor”)



 


		(4)	THE
                                         COMPANIES listed in Part A of Schedule 1 (The Parties) as hedge guarantors
                                         (the “Hedge Guarantors”)



 


		(5)	NORDEA
                                         BANK ABP, FILIAL I NORGE and SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) as mandated
                                         lead arrangers (the “Mandated Lead Arrangers”)



 


		(6)	NORDEA
                                         BANK ABP, FILIAL I NORGE and SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) as bookrunners
                                         (the “Bookrunners”)



 


		(7)	SKANDINAVISKA
                                         ENSKILDA BANKEN AB (PUBL) as documentation agent (the “Documentation Agent”)



 


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



 


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



 


		(10)	NORDEA
                                         BANK ABP, FILIAL I NORGE, acting in such capacity through its office at Essendropsgate
                                         7, 0368 Oslo, Norway as agent for the other Finance Parties (the “Facility Agent”)



 


		(11)	NORDEA
                                         BANK ABP, FILIAL I NORGE, acting in such capacity through its office at Essendropsgate
                                         7, 0368 Oslo, Norway as security agent for the Secured Parties (the “Security
                                         Agent”)



 


BACKGROUND


 


		(A)	The
                                         Lenders have agreed to make available to the Borrowers facilities of up to $140,000,000
                                         comprising:



 


		(i)	a
term loan facility in a principal amount not exceeding $100,000,000; and



 


		(ii)	a
                                         revolving credit facility in a principal amount not exceeding $40,000,000,



 


for
the purposes of refinancing the Existing Indebtedness and for general corporate and working capital purposes.


 


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



 






    


     


    

 


SECTION
1


 


INTERPRETATION


 


1             DEFINITIONS
AND INTERPRETATION


 


1.1          Definitions


 


In
this Agreement:


 


“Account
Bank” means Nordea Bank Abp, filial i Norge acting through its office at Essendropsgate 7, 0368 Oslo, Norway or any
other bank acceptable to the Majority Lenders.


 


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


 


“Advance”
means a Utilisation of all or part of the Term Loan or any Utilisation of the Revolving Facility in each case under this Agreement.


 


“Affected
Lender” has the meaning given to it in Clause 10.2 (Market disruption).


 


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


 


“Annex
VI” means Annex VI of the Protocol of 1997 to amend the International Convention for the Prevention of Pollution from
Ships 1973 (Marpol), as modified by the Protocol of 1978 relating thereto.


 


“Anti-Corruption
Laws” means the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 and any similar laws or regulations
in any jurisdiction relating to bribery, corruption or any similar practices.


 


“Approved
Brokers” means such insurance companies and/or underwriters or, in the case of war risks and protection and indemnity
risks, war risks and protection and indemnity risks associations as have been approved by the Facility Agent, acting with the
authorisation of the Majority Lenders in writing in advance.


 


“Approved
Classification” means, in relation to a Ship, as at the date of this Agreement, the class notification in relation to
that Ship specified in Schedule 7 (Ships).


 


“Approved
Classification Society” means, in relation to a Ship, as at the date of this Agreement, the classification society specified
in Schedule 7 (Ships) or any other classification society approved in writing by the Facility Agent acting with the authorisation
of the Majority Lenders and which authorisation shall not be withheld in the case of any classification society which is a member
of the International Association of Classification Societies.


 


“Approved
Commercial Manager” means, in relation to a Ship, Ardmore Shipping (Bermuda) Limited, an Affiliate of Ardmore Shipping
(Bermuda) Limited, or any other person approved in writing by the Facility Agent acting with the authorisation of the Majority
Lenders, as the commercial manager of that Ship and, for the avoidance of doubt, this shall include Ardmore MR Pool LLC or any
pool manager (which shall be an affiliate of Ardmore MR Pool LLC) under a pool agreement (if any), in relation to the Ships which
may be approved by the Facility Agent acting with the authorisation of the Majority Lenders.


 


“Approved
Flag” means, in relation to a Ship, Marshall Islands, or such other flag approved in writing by the Facility Agent acting
with the authorisation of all the Lenders.


 






    2


     


    

 


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


 


“Approved
Technical Manager” means in relation to a Ship, Anglo Ardmore Ship Management Limited or an Affiliate of Anglo Ardmore
Ship Management Limited, Anglo-Eastern Investment Holdings Ltd or an Affiliate of Anglo-Eastern Investment Holdings Ltd, Univan
Ship Management Ltd, Thome Ship Management Pte. Ltd. or an Affiliate of Thome Ship Management Pte Ltd, RY Corporation and Ardmore
Shipping (Bermuda) Limited or any of its Subsidiaries or any other person approved in writing by the Facility Agent acting with
the authorisation of the Majority Lenders, as the technical manager of that Ship.


 


“Approved
Valuer” means, in relation to a Ship, at any time during the Security Period, any of the firms listed in Schedule 8
(List of Approved Valuers) (or any Affiliate of such person through which valuations are commonly issued) or any other
firm or firms of shipbrokers approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders.


 


“Ardmore
MR Pool” means the pool governed by (inter alia) the pool agreements:


 


(a)       in
respect of Ship A dated 9 August 2018;


 


(b)       in
respect of Ship B dated 13 August 2018;


 


(c)       in
respect of Ship C dated 13 August 2018;


 


(d)       in
respect of Ship D dated 27 February 2018;


 


(e)       in
respect of Ship E dated 26 August 2018;


 


(f)       in
respect of Ship F dated 9 March 2018;


 


(g)       in
respect of Ship G dated 1 September 2017;


 


(h)       in
respect of Ship H dated 1 September 2017,


 


each
entered into between Ardmore MR Pool LLC as the company and Ardmore Shipping (Asia) Pte Ltd as participant.


 


“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.


 


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


 


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


 


“Availability
Period” means the period from and including the date of this Agreement to and including:


 


		(a)	in
                                         relation to the Term Facility, 22 January 2020 or such longer period acceptable to the
                                         Facility Agent on the instructions of the Majority Lenders; and



 


		(b)	in
                                         relation to the Revolving Facility, the date falling 3 Months before the Termination
                                         Date.



 






    3


     


    

 


“Available
Commitment” means, in relation to a Facility, a Lender’s Commitment under that Facility minus:


 


		(a)	the
amount of its participation in the outstanding Advances under that Facility and



 


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



 


“Available
Facility” means, in relation to a Facility, the aggregate for the time being of each Lender’s Available Commitment
in respect of that Facility.


 


“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.



 


“BASEL
III” means:


 


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



 


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



 


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



 


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


 


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



 


exceeds


 


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



 






    4


     


    

 


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


 


“Carbon
Intensity and Climate Alignment Certificate” means a certificate from a Recognised Organisation relating to a Ship and
a calendar year setting out:


 


		(a)	the
                                         average efficiency ratio of that Ship for all voyages performed by it over that calendar
                                         year using ship fuel oil consumption data required to be collected and reported in accordance
                                         with Regulation 22A of Annex VI in respect of that calendar year; and



 


		(b)	the
                                         climate alignment of that Ship for such calendar year:



 


in
each case as calculated in accordance with the Poseidon Principles.


 


“Change
of Control” means:


 


		(a)	in
                                         relation to the Parent Guarantor, any person or group of persons acting in concert gains
                                         control of the Parent Guarantor; or



 


		(b)	the
                                         merger or consolidation of the Parent Guarantor, the Corporate Guarantor or any Borrower
                                         which gives rise to a change of control; or



 


		(c)	the
                                         approval of a complete liquidation or dissolution of the Parent Guarantor, the Corporate
                                         Guarantor or any Borrower,



 


and
for the purposes of paragraph (a) and (b) of this definition and Clause 24.12 (Merger):


 


		(i)	“control”
means:



 


		(A)	the
                                         power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:



 


		(1)	cast,
                                         or control the casting of, more than 25 per cent. of the maximum number of votes that
                                         might be cast at a general meeting of the Parent Guarantor; or



 


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



 


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



 


		(B)	the
                                         holding (beneficially) of more than 25 per cent. of the issued share capital of the Parent
                                         Guarantor (excluding any part of that issued share capital that carries no right to participate
                                         beyond a specified amount in a distribution of either profits or capital); and



 


		(ii)	“acting
                                         in concert” means a group of persons who, pursuant to an agreement or understanding
                                         (whether formal or informal), actively co-operate, through the acquisition directly or
                                         indirectly of shares in the Parent Guarantor by any of them, either directly or indirectly,
                                         to obtain or consolidate control of the Parent Guarantor.



 






    5


     


    

 


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


 


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


 


“Code”
means the United States Internal Revenue Code of 1986.


 


“Commitment”
means a Term Commitment or a Revolving Commitment.


 


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


 


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


 


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



 


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



 


in
whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording
information which contains or is derived or copied from such information but excludes 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 46 (Confidentiality)); or



 


		(ii)	is
                                         identified in writing at the time of delivery as non-confidential by any 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 paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after
                                         that date, from a source which is, as far as that Finance Party is aware, unconnected
                                         with the Group and which, in either case, as far as that Finance Party is aware, has
                                         not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.



 


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


 


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


 


“Deed
of Release” means, in respect of an Existing Facility Agreement, a deed releasing the Existing Security in relation
to that Existing Facility Agreement in form acceptable to the Facility Agent.


 


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


 






    6


     


    

 


“Defaulting
Lender” means any Lender:


 


		(a)	which
                                         has failed to make available the relevant proportion of its Commitment in respect of
                                         any part of the Loan or has given notice to the Facility Agent that it will not make
                                         such amount available by the relevant Utilisation Date pursuant to Clause 5.4 (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 paragraph (a) above:


 


(i)       its
failure to pay is caused by:


 


(A)       administrative
or technical error; or


 


(B)        a
Disruption Event; and


 


payment
is made within 5 Business Days of its due date; or


 


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


 


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


 


“Disruption
Event” means either or both of:


 


		(a)	a
                                         material disruption to those payment or communications systems or to those financial
                                         markets which are, in each case, required to operate in order for payments to be made
                                         in connection with the Facilities (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.


 


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


 


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


 


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


 


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



 






    7


     


    

 


		(i)	all
                                         freight, hire and passage moneys including, without limitation, all moneys payable under,
                                         arising out of or in connection with a Charter or a related guarantee;



 


		(ii)	the
proceeds of the exercise of any lien on sub-freights;



 


		(iii)	compensation
                                         payable to a Borrower or the Security Agent in the event of requisition of that Ship
                                         for hire or use;



 


		(iv)	remuneration
for salvage and towage services;



 


		(v)	demurrage
and detention moneys;



 


		(vi)	without
                                         prejudice to the generality of sub-paragraph (i) above, damages for breach (or payments
                                         for variation or termination) of any charterparty or other contract for the employment
                                         of that Ship;



 


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



 


		(viii)	all
                                         monies which are at any time payable to a Borrower in relation to general average contribution;
                                         and



 


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



 


“Earnings
Account” means, in relation to a Borrower:


 


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



 


		(b)	any
                                         other account in the name of that Borrower with the Account Bank or any other bank which
                                         may, with the prior written consent of the Facility Agent, be opened in the place of
                                         the account referred to in paragraph (a) above, irrespective of the number or designation
                                         of such replacement account; or



 


		(c)	any
sub-account of any account referred to in paragraphs (a) or (b) above.



 


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


 


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


 


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


 






    8


     


    

 


“Environmental
Incident” means:


 


		(a)	any
release, emission, spill or discharge of Environmentally Sensitive Material that is:



 


(i)       within
a Ship or from a Ship; and


 


(ii)       into
any other vessel or into or upon the air, water, land or soils (including the seabed) or surface water; or


 


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



 


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



 


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


 


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


 


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


 


“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.


 


“Event
of Default” means any event or circumstance specified as such in Clause 29 (Events of Default).


 


“Executive
Order” means an order issued by the president of the United States of America.


 


“Existing
Facility Agent” means existing Facility Agent A or Existing Facility Agent B.


 


“Existing
Facility Agent A” means the “Facility Agent” as such term is defined in Existing Facility Agreement A.


 


“Existing
Facility Agent B” means the “Facility Agent” as such term is defined in Existing Facility Agreement B.


 






    9


     


    

 


“Existing
Facility Agreement” means Existing Facility Agreement A or Existing Facility Agreement B.


 


“Existing
Facility Agreement A” means the facility agreement entered into between, inter alia, (i) Borrower A, Borrower B, Borrower
C, Wight Shipco LLC, Lundy Shipco LLC, Borrower D and Borrower F as joint and several borrowers and (ii) Existing Facility Agent
A as facility agent and security agent dated 13 January 2016.


 


“Existing
Facility Agreement B” means the facility agreement entered into between, inter alia, (i) Bailey Shipco LLC, Dover Shipco
LLC, Borrower E, Fitzroy Shipco LLC, Borrower G, Rockall Shipco LLC, Shannon Shipco LLC, Sole Shipco LLC, Borrower H, Viking Shipco
LLC, Hebrides Shipco LLC, Tramore Shipco LLC and Kilmore Shipco LLC as joint and several borrowers and (ii) Existing Facility
Agent B as facility agent and security agent dated 13 January 2016 as amended and restated by an amending and restating agreement
dated 4 August 2016.


 


“Existing
Indebtedness” means, at any date and in respect of an Existing Facility Agreement, the outstanding Financial Indebtedness
relating to the relevant Ships on that date under the relevant Existing Facility Agreement.


 


“Existing
Security” means any security created to secure the Existing indebtedness.


 


“Facility”
means the Term Facility or the Revolving Facility.


 


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


 


“Fair
Market Value” means, in relation to a Ship, at any date, the market value of that Ship shown by the arithmetic average
of 2 valuations each prepared:


 


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



 


		(b)	by
an Approved Valuer appointed by the Borrowers;



 


		(c)	with
                                         or without physical inspection of that Ship or vessel (as the Facility Agent may require);
                                         and



 


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



 


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


 


“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 paragraph (a) above; or



 


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



 






    10


     


    

 


“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 paragraph (a) above, 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 Bookrunners and/or the
Facility Agent and the Borrowers or Guarantor setting out any of the fees referred to in Clause 11 (Fees).


 


“Finance
Document” means:


 


		(a)	this
Agreement;



 


		(b)	any
Fee Letter;



 


		(c)	the
Membership Interests Security;



 


		(d)	any
Mortgage;



 


		(e)	any
General Assignment;



 


		(f)	any
Accounts Security;



 


		(g)	any
Manager’s Undertaking;



 


		(h)	any
Hedging Agreement;



 


		(i)	any
Hedging Agreement Assignment;



 


		(j)	any
Compliance Certificate;



 


		(k)	any
                                         other document (whether or not it creates Security) which is executed as security for,
                                         or for the purpose of establishing any priority or subordination arrangement in relation
                                         to, the Secured Liabilities; or



 


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



 


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


 


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


 


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


 


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



 






    11


     


    

 


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



 


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



 


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



 


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



 


		(g)	any
                                         derivative transaction entered into in connection with protection against or benefit
                                         from fluctuation in any rate or price (and, when calculating the value of any derivative
                                         transaction, only the marked to market value shall be taken into account);



 


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



 


		(i)	any
                                         amount raised by the issue of shares which are redeemable (other than at the option of
                                         the Issuer) before the Termination Date or are otherwise classified as borrowings under
                                         GAAP; and



 


		(j)	the
                                         amount of any liability in relation to any guarantee or indemnity for any of the items
                                         referred to in paragraphs (a) to (i) above without duplication.



 


“GAAP”
means generally accepted accounting principles in the United States of America.


 


“General
Assignment” means, in relation to a Ship, the general assignment creating Security over that Ship’s Earnings,
its Insurances and any Requisition Compensation in relation to that Ship-, any charter entered into or to be entered into with
a term exceeding or capable of exceeding 24 months and any charter to a member of the group and any supporting guarantee in relation
to such charter in agreed form.


 


“Group”
means, at any time, the Parent Guarantor and its Subsidiaries at that time.


 


“Guarantor”
means the Corporate Guarantor or the Parent Guarantor.


 


“Hedging
Agreement” means any master agreement, confirmation, transaction, schedule, off-balance sheet instrument or other agreement
in agreed form entered into or to be entered into by a Borrower or the Borrowers for the purpose of hedging interest payable under
this Agreement.


 


“Hedging
Agreement Assignment” means, in relation to a Borrower, a first assignment of that Borrower’s rights and interests
in any Hedging Agreement, in agreed form.


 


“Hedging
Close Out Liabilities” means, as at any relevant date, the aggregate amount certified by each Hedge Counterparty to
the Facility Agent as the net aggregate amount in dollars which would be payable by any Borrower under the Hedging Agreements
to which it is a party at the relevant determination date as a result of termination or closing out under such Hedging Agreements.


 


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


 






    12


     


    

 


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


 


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


 


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


 


“Insolvency
Event” in relation to a Lender means that Lender:


 


		(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 paragraph (d) above and:



 


		(f)	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



 


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



 


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



 


		(i)	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 paragraph (d) above);



 


		(j)	has
                                         a secured party take possession of all 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;



 


		(k)	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 paragraphs (a)
                                         to (h) above; or



 


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



 






    13


     


    

 


“Insurances”
means, in relation to a Ship:


 


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



 


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



 


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


 


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


 


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



 


		(b)	the
                                         applicable Screen Rate for the shortest period (for which that Screen Rate is available)
                                         which exceeds the Interest Period of the Loan, that part of the Loan or that Unpaid Sum,
                                         each as of the Specified Time on the Quotation Day for the currency of the Loan, that
                                         part of the Loan or that Unpaid Sum.



 


“Inventory
of Hazardous Material” means an inventory certificate or statement of compliance (as applicable) issued by the relevant
classification society/shipyard authority which is supplemented by a list of any and all materials known to be potentially hazardous
utilised in the construction of that Ship pursuant to the requirements of the EU Ship Recycling Regulation.


 


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


 


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


 


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


 


“Lender”
means:


 


		(a)	any
Original Lender; and



 


		(b)	any
                                         bank, financial institution, trust, fund or other entity which has become a Party in
                                         accordance with Clause 30 (Changes to the Lenders),



 


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


 






    14


     


    

 


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


 


		(a)	the
applicable Screen Rate;



 


		(b)	(if
                                         no Screen Rate is available for the Interest Period of the Loan, that part of the Loan
                                         or that Unpaid Sum), the applicable Interpolated Screen Rate; or



 


		(c)	if:



 


		(i)	no
Screen Rate is available for the currency of the Loan, that part of the Loan or that Unpaid Sum); or



 


		(ii)	no
                                         Screen Rate is available for the Interest Period of the Loan, that part of the Loan or
                                         that Unpaid Sum and it is not possible to calculate an Interpolated Screen Rate for the
                                         Loan, that part of the Loan or that Unpaid Sum,



 


the
Reference Bank Rate,


 


as
of, in the case of paragraphs (a) and (c) above, the Specified Time on the Quotation Day for dollars for the Loan, that part of
the Loan or that Unpaid Sum and for a period equal in length to the Interest Period of the Loan, that part of the Loan or that
Unpaid Sum and, if any such rate is below zero, LIBOR shall be deemed to be zero.


 


“Limitation
Acts” means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.


 


“LMA”
means the Loan Market Association.


 


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


 


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


 


“Majority
Lenders” means:


 


		(a)	if
                                         the Loan has not yet been advanced, a Lender or Lenders whose Commitments aggregate more
                                         than 662⁄3 per cent. of the Total Commitments; or



 


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



 


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


 






    15


     


    

 


“Margin”
means 2.40 per cent. per annum.


 


“Market
Disruption Event” has the meaning given to it in Clause 10.2 (Market disruption).


 


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


 


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



 


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



 


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



 


“Membership
Interests Security” means, in relation to a Borrower, a document creating Security in respect of the membership interests
in that Borrower in agreed form.


 


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


 


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



 


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



 


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



 


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


 


“Mortgage”
means, in relation to a Ship, a first preferred or priority ship mortgage (as applicable for the Approved Flag of that Ship) and,
if as applicable for the Approved Flag of the Ship, a deed of covenant collateral to the said mortgage in agreed form.


 


“Non-Consenting
Lender” means any Lender which does not and continues not to consent or agree to a request of the Borrowers or the Facility
Agent (at the request of the Borrowers) to give a consent in relation to, or to agree to a waiver or amendment of, any provision
of the Finance Documents when:


 


		(a)	the
                                         consent, waiver or amendment in question requires the approval of all of the Lenders;
                                         and



 


		(b)	Lenders
                                         whose commitments aggregate more than 66 per cent. of the Total Commitments have consented
                                         or agreed to such waiver or amendment.



 


“Obligor”
means a Borrower, a Hedge Guarantor, the Parent Guarantor or the Corporate Guarantor.


 


“Operating
Costs” means, in relation to a Ship, the costs and expenses in respect of the technical and commercial operation,
insurance, repair and maintenance of that Ship, all payments due under each of the management agreements for that Ship
and any other day-to-day running costs in relation to that Ship (including Voyage Expenses but not including any dry docking
or special survey costs).


 






    16


     


    

 



 


“Original Financial Statements” means in
relation to the Parent Guarantor, the unaudited consolidated financial statements of the Group for its financial year ended 31
December 2018.


 


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


 


“Parallel Debt” means any amount which an
Obligor owes to the Security Agent under Clause 33.2 (Parallel Debt (Covenant to pay the Security Agent)).


 


“Party” means a party to this Agreement.


 


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


 


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



 


		(b)	the duration of which does not exceed and is not capable of exceeding, by virtue of any optional extensions, 14 months;



 


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



 


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



 


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


 


“Permitted Financial Indebtedness” means:


 


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



 


		(b)	until the first Utilisation Date, the Existing Indebtedness;



 


		(c)	any Financial Indebtedness that is subordinated to all Financial Indebtedness incurred under the Finance Documents in a manner
and on terms satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders); and



 


		(d)	any Financial Indebtedness reasonably incurred in connection with the normal commercial operation of the Ship.



 


“Permitted Security” means:


 


		(a)	Security created by the Finance Documents;



 


		(b)	any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements
for the purpose of netting debit and credit balances, any netting or right of pledge under the general base conditions of a Lender
and any right of pledge and set off in connection with permitted cash pool arrangements;



 


		(c)	liens for unpaid master’s and crew’s wages in accordance with usual maritime practice and not being enforced through
arrest;



 


		(d)	liens for salvage;



 






    18


     


    

 


		(e)	liens for master’s disbursements incurred in the ordinary course of trading and not being enforced through arrest; and



 


		(f)	any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of any
Ship:



 


		(i)	not as a result of any default or omission by any Obligor;



 


		(ii)	not being enforced through arrest; and



 


		(iii)	subject, in the case of liens for repair or maintenance, to Clause 26.14 (Restrictions on chartering, appointment of managers
etc.),



 


provided in the case of paragraph (f) that such lien
does not secure amounts more than 30 days overdue (unless the overdue amount is being contested in good faith by appropriate steps
and for the payment of which adequate reserves are held and provided further that such proceedings do not give rise to a material
risk of the relevant Ship or any interest in it being seized, sold, forfeited or lost).


 


“Pool Agreement” means, in relation to a
Ship, any pool agreement which that Ship is a party to subject to the prior written approval of the Facility Agent acting with
the authorisation of the Majority Lenders, provided the pool agreements for the Ships entered into the Ardmore MR Pool are approved.


 


“Poseidon Principles” means the financial
industry framework for assessing and disclosing the climate alignment of ship finance portfolios published in June 2019 as the
same may be amended or replaced from time to time.


 


“Potential Event of Default” means any event
or circumstance specified in Clause 29 (Events of Default) which would (with the expiry of a grace period, the giving of
notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of
Default.


 


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


 


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


 


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


 


“Recognised Organisation” means, in respect
of a Ship an organisation representing that Ship’s flag state and, for the purposes of Clause 26.19 (Poseidon Principles),
duly authorised to determine whether the relevant Borrower has complied with regulation 22A of Annex VI.


 


“Reference Bank Rate” means the arithmetic
mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request by the Reference Banks
as the rate at which the relevant Reference Bank could borrow funds in the London interbank market in dollars for the relevant
period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency
and for that period.


 


“Reference Banks” means the principal London
offices of Nordea Bank Abp, filial i Norge, Crédit Agricole Corporate and Investment Bank, ABN AMRO Bank N.V. and such other
banks as may be appointed by the Facility Agent in consultation with the Borrowers.


 






    19


     


    

 


“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 Interbank Market” means the London
interbank market.


 


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


 


		(a)	its jurisdiction of incorporation;



 


		(b)	any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security created, or intended
to be created, under the Finance Documents to which it is a party is situated;



 


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



 


		(d)	the jurisdiction whose laws govern the perfection of any of the Transaction Security created, or intended to be created, under
the Finance Documents to which it is a party.



 


“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.


 


“Relevant Person” has the meaning given to
it in Clause 21.34 (Sanctions).


 


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


 


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


 


“Repeating Representation” means each of
the representations set out in Clause 21 (Representations) except Clause 21.10 (Insolvency) and Clause 21.12 (Deduction
of Tax) and any representation of any Transaction Obligor made in any other Finance Document that is expressed to be a “Repeating
Representation” or is otherwise expressed to be repeated.


 


“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; or



 


		(ii)	any Relevant Nominating Body,



 


and if replacements have, at the relevant time, been
formally designated, nominated or recommended under both paragraphs, the “Replacement Benchmark” will be the replacement
under paragraph (ii) above;


 


		(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 a Screen Rate; or



 


		(c)	in the opinion of the Majority Lenders and the Borrowers, an appropriate successor to a Screen Rate.



 






    20


     


    

 





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


 


“Requisition” means, in relation to a Ship:


 


		(a)	any expropriation, confiscation, requisition or acquisition of that Ship, whether for full consideration, a consideration less
than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority
or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire
for a fixed period not exceeding one year without any right to an extension) unless it is within 30 days redelivered to the full
control of the relevant Borrower; and



 


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



 


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


 


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


 


“Restricted Party” means a person:


 


		(a)	that is listed on any Sanctions List (whether designated by name or by reason of being included in a class of person);



 


		(b)	that is domiciled, registered as located or having its main place of business in or is incorporated under the laws of, or controlled
by or acting on behalf of a person located in or organised under the laws of a country, region or territory which is subject to
comprehensive country-wide, region-wide or territory-wide Sanctions and not covered by a license or exemption (including, without
limitation, at the date of this Agreement, Cuba, Iran, North Korea and Syria);



 


		(c)	that is directly or indirectly owned or controlled by a person referred to in (a) and/or (b) above; or



 


		(d)	with which any Lender is prohibited from dealing or otherwise engaging in a transaction with by any Sanctions Laws.



 


“Revolving Commitment” means:


 


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



 


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



 


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


 


“Revolving Facility” means the revolving
credit facility made available under this Agreement as described in Clause 2.1 (The Facility).


 






    21


     


    

 


“Revolving Facility Loan” means a loan made
or to be made under the Revolving Facility or the principal amount outstanding for the time being of that loan.


 


“Rollover Advance” means one or more Advances
under the Revolving Facility:


 


		(a)	made or to be made on the same day that a maturing Advance under the Revolving Facility is due to be repaid;



 


		(b)	the aggregate amount of which is equal to or less than the amount of the maturing Advance under the Revolving Facility; and



 


		(c)	made or to be made for the purpose of refinancing that maturing Advance under the Revolving Facility.



 


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


 


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


 


“Sanctions Authority” means:


 


		(a)	the Norwegian State, the United nations, the European Union, the member states of the European Union and the United States
of America and any authority acting on behalf of any of them in connection with Sanctions Laws; and



 


		(b)	the respective government institutions and agencies of any of the foregoing (including, without limitation, the United States
Office of Foreign Asset Control of the US Department of Treasury (“OFAC”), the United States Department of State,
and Trade and Her Majesty’s Treasury “HMT”), or any other regulatory, government agency or enforcement
authority.



 


“Sanctions Laws” means the economic, financial
or trade sanctions laws and/or regulations, trade embargoes, prohibitions, restrictive measures, decisions, executive orders or
notices from regulators implemented, adapted, imposed, administered, enacted and/or enforced by any Sanctions Authority.


 


“Sanctions Event” means:


 


		(a)	any representation contained in Clause 21.34 (Sanctions) made or deemed to be made by an Obligor is or proves to have
been incorrect or misleading when made or deemed to be made, or any undertaking in Clause 24.22 (Sanctions and use of proceeds)
is breached;



 


		(b)	an Obligor or any other member of the Group is or becomes
a Restricted Party; or



 


		(c)	any other event that would, in a Finance Party’s reasonable opinion, cause that Finance Party (or any Affiliate of that
Finance Party) to violate Sanctions, as a result of maintaining the Facilities or its performance of, or the transactions contemplated
by, the Finance Documents.



 


“Sanctions List” means any list of persons
or entities published in connection with Sanctions Laws by or on behalf of any Sanctions Authority, each as amended, supplemented
or substituted from time to time and including, without limitation, the Specially Designated Nationals and Blocked Persons list
maintained by OFAC and the Consolidated List of Financial Sanctions Targets maintained by HMT.


 






    22


     


    

 


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


 


“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 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, or filed with a court, tribunal,
exchange, regulatory authority or similar administrative, regulatory or judicial body which 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)	the administrator of that Screen Rate determines that that Screen Rate should be calculated in accordance with its reduced
submissions or other contingency or fallback policies or arrangements and either:



 


		(i)	the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders) temporary; or



 


		(ii)	that Screen Rate is calculated in accordance with any such policy or arrangement for a period no less than the Screen Rate
Contingency Period; or



 






    23


     


    

 


		(d)	in the opinion of the Majority Lenders, that Screen Rate is otherwise no longer appropriate for the purposes of calculating
interest under this Agreement.



 


“Screen Rate Contingency Period” means 10
Business Days.


 


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


 


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


 


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


 


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


 


“Security Property” means:


 


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



 


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



 


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



 


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



 


except:


 


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



 


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



 


“Security Value” means:


 


		(a)	the aggregate Fair Market Value of each Ship then subject to a Mortgage and which has not become a Total Loss; plus



 


		(b)	the net realisable value of additional Security previously provided under Clause 27 (Security Cover).



 






    24


     


    

 


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


 


“Separate Advance” has the meaning given
to it in paragraph (c) of Clause 6.2 (Repayment of Advances under the Revolving Facility).


 


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


 


“Ship A” means the Ship described as such
in further details in Schedule 7 (Ships).


 


“Ship B” means the Ship described as such
in further details in Schedule 7 (Ships).


 


“Ship C” means the Ship described as such
in further details in Schedule 7 (Ships).


 


“Ship D” means the Ship described as such
in further details in Schedule 7 (Ships).


 


“Ship E” means the Ship described as such
in further details in Schedule 7 (Ships).


 


“Ship F” means the Ship described as such
in further details in Schedule 7 (Ships).


 


“Ship G” means the Ship described as such
in further details in Schedule 7 (Ships).


 


“Ship H” means the Ship described as such
in further details in Schedule 7 (Ships).


 


“Ship” means Ship A, Ship B, Ship C, Ship
D, Ship E, Ship F, Ship G, Ship H or any replacement vessel over which Security is provided in accordance with paragraph (g) of
Clause 7.6 (Mandatory prepayment on sale or Total Loss).


 


“Specified Time” means a time determined
in accordance with Schedule 10 (Timetables).


 


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


 


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


 


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


 


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


 


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


 


“Term Commitment” means:


 


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



 


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



 


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


 


“Term Facility” means the term loan facility
made available under this Agreement as described in Clause 2.1 (The Facility).


 






    25


     


    

 


“Termination Date” means the earlier of:


 


		(a)	the fifth anniversary of the first Utilisation Date;
and



 


		(b)	22 January 2025.



 


“Term Loan” means the aggregate amount of
Advances to be made available under the Term Facility or the aggregate principal amount outstanding for the time being of the borrowings
under the Term Facility.


 


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


 


“Total Commitments” means the aggregate of
the Revolving Commitments and the Total Term Commitments, being a maximum of $140,000,000 at the date of this Agreement.


 


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


 


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



 


		(b)	any Requisition.



 


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


 


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



 


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



 


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



 


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



 


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



 


“Total Revolving Commitments” means the aggregate
of the Revolving Commitments, being $40,000,000 at the date of this Agreement.


 


“Total Term Commitments” means the aggregate
of the Term Commitments, being $100,000,000 at the date of this Agreement.


 


“Transaction Document” means:


 


		(a)	a Finance Document;



 


		(b)	any Pool Agreement; or



 


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



 


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


 


“Transaction Security” means the Security
created or intended to be created in favour of the Security Agent pursuant to the Finance Documents.


 






    26


     


    

 


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


 


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


 


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



 


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



 


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


 


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


 


“Utilisation” means the utilisation of a
Facility.


 


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


 


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


 


“VAT” means:


 


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



 


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



 


“Voyage Expenses” means, in relation to a
Ship, expenses and disbursements incurred by a Borrower or an Approved Manager in respect of that Ship for port dues, canal dues,
pilotage, towage and other charges and/or taxes customarily charged to that Ship under a normal voyage charter together with the
cost of repositioning for the next voyage and the cost of bunker fuel and lubrication oil consumed on such voyage or in repositioning
and including insurance premiums and reimbursement where applicable.


 


“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;



 


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



 


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



 






    27


     


    

 


		(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 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.



 


		1.2	Construction



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(vii)	a “group of Lenders” includes all
the Lenders;



 


		(viii)	“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;



 






    28


     


    

 





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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(c)	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.



 


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



 


		1.3	Construction of insurance terms



 


In this Agreement:


 


“approved” means, for the purposes
of Clause 25 (Insurance Undertakings), approved in writing by the Facility Agent;


 


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


 






    29


     


    

 


“obligatory insurances” means all
insurances effected, or which any Borrower is obliged to effect, under Clause 25 (Insurance Undertakings) or any other provision
of this Agreement or of another Finance Document;


 


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


 


“protection and indemnity risks”
means the usual risks covered by a protection and indemnity association managed in London, including pollution risks and the proportion
(if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery
policies by reason of the incorporation in them of clause 1 of the Institute Time Clauses (Hulls) (1/10/82) or clause 8 of the
Institute Time Clauses (Hulls) (1/11/1995) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision;
and


 


“war risks” includes the risk of
mines and all risks excluded by clauses 29, 30 or 31 of the International Hull Clauses (1/11/02), clauses 29 or 30 of the International
Hull Clauses (1/11/03), clauses 24, 25 or 26 of the Institute Time Clauses (Hulls) (1/11/95) or clauses 23, 24 or 25 of the Institute
Time Clauses (Hulls) (1/10/83) or any equivalent provision.


 


		1.4	Agreed forms of Finance Documents



 


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


 


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



 


		(b)	in any other form agreed in writing between each Borrower and the Facility Agent acting with the authorisation of the Lenders.



 


		1.5	Third party rights



 


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



 


		(b)	Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or
vary this Agreement at any time.



 


		(c)	Any Receiver, Delegate or any other person described in paragraph (e) of Clause 14.2 (Other indemnities), paragraph
(b) of Clause 32.10 (Exclusion of liability) or Clause 33.15 (No proceedings) may, subject to this Clause 1.5 (Third
party rights) and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.



 






    30


     


    

 


SECTION 2


 


THE FACILITY


 


		2	THE FACILITY



 


		2.1	The Facility



 


Subject to the terms of this Agreement, the Lenders
shall make available to the Borrowers:


 


		(a)	a dollar term loan facility in a single Advance in an aggregate amount not exceeding the Total Term Commitments; and



 


		(b)	a dollar revolving credit facility in an aggregate amount not exceeding the Total Revolving Commitments.



 


		2.2	Finance Parties’ rights and obligations



 


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



 


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



 


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



 


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



 


		3	PURPOSE



 


		3.1	Purpose



 


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


 


		3.2	Monitoring



 


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


 


		4	CONDITIONS OF UTILISATION



 


		4.1	Initial conditions precedent



 


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


 






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		4.2	Further conditions precedent



 


The Lenders will only be obliged to comply with Clause
5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date and before
the Advance is made available:


 


		(a)	in the case of a Rollover Advance, no Event of Default is continuing or would result from the proposed Advance, and in the
case of any other Advance, no Default is continuing or would result from the advance of the proposed Advance;



 


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



 


		(c)	in the case of the Advance of the Term Loan, no event described in paragraph (a) of Clause 7.6 (Mandatory prepayment on
sale or Total Loss) has occurred in relation to any Ship;



 


		(d)	the provisions of paragraph (c) of Clause 10.3 (Alternative basis of interest or funding, suspension) do not apply;
and



 


		(e)	the Facility Agent has received, or is satisfied it will receive when the Loan is advanced, all of the documents and other
evidence listed in Part B of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent.



 


		4.3	Notification of satisfaction of conditions precedent



 


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



 


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



 


		4.4	Waiver of conditions precedent



 


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


 






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SECTION 3


 


UTILISATION


 


		5	UTILISATION



 


		5.1	Delivery of the Utilisation Request



 


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



 


		(b)	The Borrowers may not deliver more than one Utilisation Request in respect of the Term Loan.



 


		(c)	The Borrower may not deliver a Utilisation Request under the Revolving Facility unless the Term Loan has been utilised or will
have been utilised on the requested Utilisation Date of the Revolving Facility.



 


		(d)	The Borrower may not deliver a Utilisation Request if, as a result of the proposed Utilisation, more than 10 Advances would
have been made under the Revolving Facility and still be outstanding.



 


		5.2	Completion of Utilisation Request



 


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



 


		(i)	it identifies the Facility to be utilised;



 


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



 


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



 


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



 


		(b)	Only one advance may be requested in the Utilisation
Request.



 


		5.3	Currency and amount



 


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



 


		(b)	The amount of a proposed Loan must be an amount which is no more than the Available Commitment in relation to the relevant
Facility:



 


		(c)	Subject to paragraph (d) below, the amount of any proposed Advance under the Revolving Facility must be a minimum of $1,000,000.



 


		(d)	The amount of the proposed Loan must be an amount which is not more than the Available Facility.



 


		(e)	The amount of the proposed Loan must be an amount which would not oblige the Borrowers to provide additional security or prepay
part of the Loan if the ratio set out in Clause 27 (Security Cover) were applied and notice was given by the Facility Agent
under Clause 27.1 (Minimum required security cover) immediately after the Loan was advanced.



 






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		(f)	Without prejudice to paragraph (c) of Clause 5.5 (Cancellation of Commitments) the amount of the first Advance of the
Loan must be in an amount not exceeding 60 per cent. of the Fair Market Value of the Ships that will be subject to a Mortgage upon
the making of the Advance, determined by valuations prepared as at a date not more than 30 days before the proposed Utilisation
Date.



 


		5.4	Lenders’ participation



 


		(a)	If the conditions set out in this Agreement have been met, and subject to Clause 6.2 (Repayment of Advances under the Revolving
Facility), each Lender shall make its participation in the Loan available by the Utilisation Date through its Facility Office.



 


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



 


		(c)	The Facility Agent shall notify each Lender of the amount of each Advance and the amount of its participation in that Advance
and, in the case of an Advance under the Revolving Facility, if different, the amount of that participation to be made available
in accordance with Clause 37 (Payment Mechanics) in each case by the Specified Time.



 


		5.5	Cancellation of Commitments



 


		(a)	The Term Commitments which are unutilised following the first Utilisation Date shall then be cancelled.



 


		(b)	The Revolving Commitments which are unutilised at the end of the Availability Period for the Revolving Facility shall then
be cancelled.



 


		(c)	The amount of the Total Commitments in excess of 60 per cent. of the Fair Market Value of the Ships as at the first Utilisation
Date shall be cancelled on the first Utilisation Date immediately prior to the making of the first Advance, such cancellation to
be apportioned pro rata between the Term Commitments and the Revolving Commitments.



 


		5.6	Payment to third parties



 


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


 


		(a)	in the case of the Advance of the Term Loan, to the account of an Obligor or of the relevant Existing Facility Agent under
the relevant Existing Facility Agreement which the Borrowers specify in the relevant Utilisation Request; or



 


		(b)	in the case of an Advance of the Revolving Facility, to the account of an Obligor which the Borrowers specify in the relevant
Utilisation Request.



 


		5.7	Disbursement of Loan to third party



 


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


 






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		5.8	Prepositioning of funds – Term Facility



 


If, in respect any proposed Advance under the Loan,
the Lenders, at the request of the Borrowers and on terms acceptable to all the Lenders and in their absolute discretion, preposition
funds with any bank, the Borrowers and the Guarantors:


 


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



 


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



 






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SECTION 4


 


REPAYMENT, PREPAYMENT AND CANCELLATION


 


		6	REPAYMENT



 


		6.1	Repayment of Term Loan



 


The Borrowers shall repay the Term Loan by equal consecutive
quarterly instalments, representing a repayment profile whereby the Facilities would be repaid to zero once the average age of
the Ships reaches 17 years of age, the first of which shall be repaid on the date falling 3 Months after the Utilisation Date of
the Term Loan and the last on the Termination Date, together with a balloon instalment of all outstanding amounts relating to the
Term Loan repayable at the same time as the last quarterly instalment (each a “Repayment Instalment”), it being
agreed that, if the first Utilisation Date is on or before 20 December 2019, such a repayment profile would result in such quarterly
instalments each being in the applicable amounts set out in Schedule 9 (Term Loan Repayment Schedule).


 


		6.2	Repayment of Advances under the Revolving Facility



 


		(a)	Subject to paragraph (c) below, the Borrowers shall repay each Advance under the Revolving Credit Facility on the last day
of its Interest Period.



 


		(b)	Without prejudice to the Borrowers’ obligation under paragraph (a) above, if:



 


		(i)	an Advance under the Revolving Facility is to be made
available:



 


		(A)	on the same day that a Maturing Advance under the Revolving Facility is due to be repaid; and



 


		(B)	in whole or in part for the purpose of refinancing the Maturing Advance under the Revolving Facility; and



 


		(ii)	the proportion borne by each Lender’s participation in the Maturing Advance under the Revolving Facility to the amount
of that Maturing Advance under the Revolving Facility is the same as the proportion borne by that Lender’s participation
in the New Advance under the Revolving Facility to the amount of the New Advance under the Revolving Facility,



 


the amount of the New Advance under the Revolving Facility
shall, unless the Borrowers notify the Facility Agent to the contrary in the relevant Utilisation Request, be treated as if applied
in or towards repayment of the Maturing Advance under the Revolving Facility so that:


 


		(A)	if the amount of the Maturing Advance under the Revolving Facility exceeds the amount of the New Advance under the Revolving
Facility:



 


		(1)	the Borrowers will only be required to make a payment under Clause 37.1 (Payments to the Facility Agent) in an amount
equal to that excess; and



 


		(2)	each Lender’s participation in the New Advance under the Revolving Facility shall be treated as having been made available
and applied by the Borrowers in or towards repayment of that Lender’s participation in the Maturing Advance under the Revolving
Facility and that Lender will not be required to make a payment under Clause 37.1 (Payments to the Facility Agent)
in respect of its participation in the New Advance under the Revolving Facility; and



 











    36


     


    

 


		(B)	if the amount of the Maturing Advance under the Revolving Facility is equal to or less than the amount of the New Advance under
the Revolving Facility:



 


		(1)	the Borrowers will not be required to make a payment under Clause 37.1 (Payments to the Facility Agent); and



 


		(2)	each Lender will be required to make a payment under Clause 37.1 (Payments to the Facility Agent) in respect of its
participation in the New Advance under the Revolving Facility only to the extent that its participation in the New Advance under
the Revolving Facility exceeds that Lender’s participation in the Maturing Advance under the Revolving Facility and the remainder
of that Lender’s participation in the New Advance under the Revolving Facility shall be treated as having been made available
and applied by the Borrowers in or towards repayment of that Lender’s participation in the Maturing Advance under the Revolving
Facility.



 


		(c)	At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in the
Revolving Facility Loans then outstanding will be automatically extended to the Termination Date applicable to the Revolving Facility
and will be treated as separate Advances under the Revolving Facility (the “Separate Advances”).



 


		(d)	If the Borrowers make a prepayment of an Advance under the Revolving Facility pursuant to Clause 7.5 (Voluntary prepayment
of Advances under the Revolving Facility), the Borrowers may prepay a Separate Advance by giving not less than 3 Business Days’
prior notice to the Facility Agent. The proportion borne by the amount of the prepayment of the Separate Advance to the amount
of the Separate Advances shall not exceed the proportion borne by the amount of the prepayment of the Revolving Facility Loan to
the Revolving Facility Loans. The Facility Agent will forward a copy of a prepayment notice received in accordance with this paragraph
(d) to the Defaulting Lender concerned as soon as practicable on receipt.



 


		(e)	Interest in respect of a Separate Advance will accrue for successive Interest Periods selected by the Borrowers by the time
and date specified by the Facility Agent (acting reasonably) and will be payable by the Borrowers to the Facility Agent (for the
account of that Defaulting Lender) on the last day of each Interest Period of that Advance.



 


The terms of this Agreement relating to Advances under
the Revolving Facility generally shall continue to apply to Separate Advances other than to the extent inconsistent with paragraphs
(c) to (e) above, in which case those paragraphs shall prevail in respect of any Separate Advance.


 


		(f)	For the purposes of this Clause 6.2 (Repayment of
Advances under the Revolving Facility):



 


“Maturing Advance” means, in relation
to any date, an Advance of the Revolving Credit Facility that is to be required to be repaid on that date.


 


“New Advance” means, in relation
to any date, an Advance of the Revolving Credit Facility that is to be Utilised on that date.


 


		6.3	Termination Date



 


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


 






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		6.4	Reborrowing



 


		(a)	The Borrowers may not reborrow any part of the Term
Facility which is repaid.



 


		(b)	Unless a contrary indication appears in this Agreement, any part of the Revolving Facility which is repaid may be reborrowed
in accordance with the terms of this Agreement.



 


		7	PAYMENT AND CANCELLATION



 


		7.1	Illegality



 


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



 


		(i)	that Lender (or, in the case of a Sanctions Event, any Lender) shall be entitled to, at its discretion, at any time notify
the Facility Agent of that event;



 


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



 


		(iii)	the Borrowers shall repay that Lender’s participation in each part of the Loan on the last day of the Interest Period
for that part of the Loan occurring after the Facility Agent has notified the Borrowers or, if earlier, the date specified by the
Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted
by law or, in relation to a Sanctions Event, the last day permitted by the relevant Sanctions),



 


			and, without prejudice to the Borrowers’ obligation to make a prepayment under
                                                                                paragraph (iii), the Facility Agent shall notify the other Lenders before giving the Borrowers any notification pursuant to
                                                                                paragraph (ii).



 


		(b)	Any partial prepayment under this Clause 7.1 (Illegality) in respect of the Term Commitments shall reduce pro rata
the amount of each Repayment Instalment falling after that prepayment by the amount prepaid.



 


		7.2	Change of Control



 


			If, without the Lenders’ prior consent, a Change of Control occurs:



 


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



 


		(b)	irrespective of whether a notice has been given pursuant to paragraph (a) above, if the Majority Lenders so require, the Facility
Agent shall, by no less than 60 days’ notice to the Borrowers, cancel the Facilities and declare the Loan, together with
accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Facility
will be cancelled and all such outstanding amounts will become immediately due and payable.



 


		7.3	Voluntary and automatic cancellation



 


		(a)	The Borrowers may, if they give the Facility Agent not less than 3 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 $1,000,000) of the Available Facilities.
Any cancellation under this Clause 7.3 (Voluntary and automatic cancellation)
shall reduce the Commitments of the Lenders rateably and, if that cancellation is effective before the first Utilisation Date,
shall reduce the Commitments of the Lenders under each of the Facilities rateably.



  



    38


     


    

 


		(b)	The unutilised Term Commitment (if any) of each Lender shall be automatically cancelled at close of business on the date on
which the Term Loan is made available.



 


		7.4	Voluntary prepayment of Term Loan



 


		(a)	The Borrowers may, if they give the Facility Agent not less than 3 Business Days’ (or such shorter period as the Majority
Lenders may agree) prior notice, prepay the whole or any part of the Term Loan (but, if in part, being an amount that reduces the
amount of the Term Loan by a minimum amount of $1,000,000 or a multiple of that amount).



 


		(b)	The Term Loan may only be prepaid after the last day of the last Availability Period relating to the Term Facility (or, if
earlier, the day on which the applicable Available Facility is zero).



 


		(c)	Any partial prepayment under this Clause 7.4 (Voluntary prepayment of Loan) shall reduce in pro rata the amount of each
Repayment Instalment falling after that prepayment.



 


		7.5	Voluntary prepayment of Advances under the Revolving
Facility



 


			The Borrowers may, if they give the Facility Agent not less than 3 Business Days’ (or
                                                                                such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of an Advance under the
                                                                                Revolving Facility (but, if in part, being an amount that reduces the amount of the relevant Advance by a minimum amount of
                                                                                $1,000,000).



 


		7.6	Mandatory prepayment on sale or Total Loss



 


		(a)	If a Ship is sold or becomes a Total Loss, the Borrowers
shall on the Relevant Date:



 


		(i)	prepay the Relevant Percentage, of the Term Loan;
and



 


		(ii)	cancel the Relevant Percentage of the Revolving Commitments and shall prepay any amount of the Revolving Loan in excess of
the Revolving Commitments as so reduced, or



 


		procure	that Security over a replacement vessel is provided
in accordance with paragraph (g) below.



 


		(b)	On the Relevant Date, the Borrowers shall also prepay such part of the Loan as shall eliminate any shortfall arising if the
ratio set out in Clause 27 (Security Cover) were applied immediately following the payment or provision of Security over
a replacement vessel (as applicable) referred to in paragraph (a) above.



 


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



 


		(d)	In this Clause 7.6 (Mandatory prepayment on sale
or Total Loss):



 


			“Index Amount” means, in relation to each Ship, the index amount
                                                                                specified for that Ship in Schedule 7 (Ships).



 












    39


     


    

 


			“Relevant Date” means:



 


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



 


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



 


		(A)	the date falling 150 days after the Total Loss Date;
and



 


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



 


			“Relevant Percentage” means: an amount
calculated by reference to the following formula:



 


Relevant Percentage   =     A x 100


B      1


 


		 	Where:



 


		A	=     the Index Amount of
the Ship to be sold or which becomes a Total Loss; and



 


		B	=     the aggregate amount of the Index Amounts of the Ships (excluding any Ship already sold or which has already become a
Total Loss in respect of which a prepayment has been made under this Clause 7.6 (Mandatory prepayment on sale or Total Loss)
before the Relevant Date).



 


		(e)	Any partial prepayment of the Term Loan under this Clause 7.6 (Mandatory prepayment on sale or Total Loss) shall reduce
pro rata the amount of each Repayment Instalment falling after that prepayment by the amount prepaid.



 


		(f)	Following:



 


		(i)	the reduction referred to in paragraph (e) of this
Clause 7.6 (Mandatory prepayment on sale or Total Loss); or



 


		(ii)	the provision of Security over a replacement vessel in accordance with paragraph (g) of this Clause 7.6 (Mandatory prepayment
on sale or Total Loss),



 


			the amount of each Repayment Instalment falling after that prepayment or provision of
                                                                              Security (as the case may be) shall be reduced or increased pro rata to reflect the repayment profile described in Clause 6.1
                                                                              (Repayment of Term Loan) based on the average age of the remaining Ships as at that date.



 


		(g)	The provision by the Borrowers of Security over a replacement vessel pursuant to paragraph (a) instead of making the prepayment
referred to in that paragraph is subject to:



 


		(i)	the replacement vessel being acceptable to the Facility Agent (acting on the instructions of the Lenders, not to be unreasonably
withheld);



 


		(ii)	the replacement vessel being comparable to the Ship that it replaces (in particular regarding class, type, size and age);



 


		(iii)	unless otherwise agreed by the Facility Agent (acting on the instructions of the Lenders) in
                                                                 writing in their absolute discretion, the Borrowers prepaying such part of the Loan as is required to restore the ratio of
                                                                 the Security Value to the Loan after the relevant Mortgage is released and the Security over
a replacement vessel has been provided to no less than the ratio of the Security Value to the Loan calculated immediately prior
to the release of that Mortgage and provision of that Security;



 



    40


     


    

 


		(iv)	the owner of the replacement vessel being a Borrower or having provided a guarantee of the obligations of the Borrowers under
this Agreement and the Finance Documents on terms acceptable to the Facility Agent, acting with the authorisation of the Majority
Lenders;



 


		(v)	the replacement vessel being registered on an Approved Flag and being subject to Security securing the Secured Liabilities
created by a first priority or preferred ship mortgage on that vessel and, if appropriate, a first priority deed of covenant collateral
to that mortgage (or equivalent first priority Security) on substantially the same terms as the Mortgages and on such other terms
and in such other form as the Facility Agent, acting with the authorisation of the Majority Lenders, shall approve or require;



 


		(vi)	Security securing the Secured Liabilities being created in relation to the replacement vessel and the owner of it by documents
equivalent to the Membership Interests Security, the General Assignments, the Accounts Security and, if applicable, the Hedging
Agreement Security;



 


		(vii)	the execution of such other documentation amending and supplementing the Finance Documents as the Facility Agent, acting with
the authorisation of the Majority Lenders, shall approve or require.



 


		7.7	Mandatory prepayment of Hedging Payment Proceeds



 


			Any Hedging Prepayment Proceeds arising as a result of any cancellation or prepayment under
                                                                          this Agreement shall, following payment into the Earnings Account in accordance with Clause 28.1 (Payment of
                                                                          Earnings), be applied on the last day of the Interest Period for the Term Loan which ends on or after such payment in, in
                                                                          prepayment of the Term Loan and shall reduce pro rata the amount of each Repayment Instalment falling after that
                                                                          prepayment by the amount prepaid.



 


		7.8	Right of replacement or repayment and cancellation
in relation to a single Lender



 


		(a)	If:



 


		(i)	any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.2 (Tax gross-up);
or



 


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



 


		(iii)	the Facility Agent receives notification from an Affected Lender under paragraph (b)(iii) of Clause 10.2 (Market disruption),



 


			the Borrowers may:



 


		(A)	whilst in the case of paragraph (i) and (ii) above the circumstance giving rise to the requirement for that increase or indemnification
continues; or



 






    41


     


    

 








		(B)	whilst in the case of paragraph (iii) above the Market Disruption Event in relation to the Affected Lender continues,



 


			give the Facility Agent notice of cancellation of the Commitment of that Lender and its
                                                                               intention to procure the repayment of that Lender’s participation in the Loan or give the Facility Agent notice of its
                                                                               intention to replace that Lender in accordance with paragraph (e) below.



 


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



 


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



 


		(d)	Any partial prepayment under this Clause 7.8 (Right of replacement or repayment and cancellation in relation to a single
Lender) shall reduce pro rata the amount of each Repayment Instalment falling after that prepayment by the amount prepaid.



 


		(e)	The Borrowers may, in the circumstances set out in paragraph (a) above, on 10 Business Days’ prior notice to the Facility
Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall)
transfer pursuant to Clause 30 (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 which confirms
its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 30 (Changes
to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the outstanding
principal amount of such Lender’s participation in the Loan and all accrued interest (to the extent that the Facility Agent
has not given a notification under Clause 30.9 (Pro rata interest settlement)), Break Costs and other amounts payable in
relation thereto under the Finance Documents.



 


		(f)	The replacement of a Lender pursuant to paragraph (e) above shall be subject to the following conditions:



 


		(i)	the Borrowers shall have no right to replace a Servicing
Party;



 


		(ii)	neither the Facility Agent nor any Lender shall have
any obligation to find a replacement Lender;



 


		(iii)	in no event shall the Lender replaced under paragraph (e) above be required to pay or surrender any of the fees received by
such Lender pursuant to the Finance Documents;



 


		(iv)	the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (e) above 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; and



 


		(v)	the Facility Agent is satisfied that the replacement lender has complied with all necessary “know your customer”
or other similar checks under all applicable laws and regulations in relation to that transfer.



 


		(g)	A Lender shall perform the checks described in paragraph (f)(iv) above as soon as reasonably practicable following delivery
of a notice referred to in paragraph (e) above and shall notify the Facility Agent and the Borrowers when it is satisfied
that it has complied with those checks.



 












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		7.9	Restrictions



 


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



 


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



 


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



 


		(d)	Unless a contrary indication appears in this Agreement, any part of the Revolving Facility which is prepaid may be reborrowed
in accordance with the terms of this Agreement.



 


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



 


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



 


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



 


		(h)	If all or part of any Lender’s participation in an Advance is repaid or prepaid and is not available for redrawing (other
than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender’s Commitment (equal to the
amount of the participation which is repaid or prepaid) in respect of the relevant Facility will be deemed to be cancelled on the
date of repayment or prepayment.



 






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SECTION 5


 


COSTS OF UTILISATION


 


		8	INTEREST



 


		8.1	Calculation of interest



 


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



 


		(a)	the Margin; and



 


		(b)	LIBOR.



 


		8.2	Payment of interest



 


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



 


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



 


		8.3	Default interest



 


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



 


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



 


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



 


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



 


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



 


		8.4	Notification of rates of interest



 


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



 






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		8.5	Hedging



 


		(a)	The Borrowers may enter into Hedging Agreements and shall after that date maintain such Hedging Agreements in accordance with
this Clause 8.5 (Hedging).



 


		(b)	Each Hedging Agreement shall:



 


		(i)	be with a Hedge Counterparty and each Hedge Counterparty
shall also be a Lender;



 


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



 


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



 


		(iv)	be in agreed form;



 


		(v)	provide for two-way payments in the event of a termination of a transaction in respect of a Hedging Agreement, whether on a
Termination Event (as defined in the relevant Hedging Agreement) or on an Event of Default (as defined in the relevant Hedging
Agreement); and



 


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



 


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



 


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



 


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



 


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



 


		(g)	If, at any time, the aggregate notional principal amount of the transactions in respect of the Hedging Agreements exceeds or,
as a result of any repayment or prepayment under this Agreement, will exceed 100 per cent. of the Loan at that time, the Borrowers
must promptly notify the Facility Agent and must reduce the aggregate notional amount of those transactions by an amount and in
a manner satisfactory to the Hedge Counterparties so that it no longer exceeds or will not exceed 100 per cent. of the Loan then
or that will be outstanding.



 


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



 


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



 


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



 


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



 






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		(iii)	in the case of termination or closing out by a Hedge Counterparty, if the Facility Agent makes a demand for repayment of the
Loan but irrespective as to whether such payment is made pursuant to that demand;



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		9	INTEREST PERIODS



 


		9.1	Selection of Interest Periods



 


		(a)	The Borrowers may select the Interest Period for the Loan in the Utilisation Request. Subject to paragraph (g) below, the Borrowers
may select each subsequent Interest Period in respect of the Term Loan in a Selection Notice.



 


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



 


		(c)	The Borrowers may select the Interest Period for each Advance under the Revolving Facility in the Utilisation Request for that
Advance. An Advance under the Revolving Facility has one Interest Period only which shall start on its Utilisation Date.



 


		(d)	If the Borrowers fail to select an Interest Period in the Utilisation Request or, in the case of the Term Loan, fail to deliver
a Selection Notice to the Facility Agent in accordance with paragraphs (a) and (b) above, the relevant Interest Period will be
three Months.



 


		(e)	Subject to this Clause 9 (Interest Periods), the Borrowers may select an Interest Period of:



 


		(i)	3 Months in respect of the Term Loan; or



 


		(ii)	1 or 3 Months in respect of an Advance of the Revolving
Facility



 


		or, in each case, any other period agreed between the Borrowers and the Facility Agent
                                                                               (acting on the instructions of all the Lenders).



 






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		(f)	An Interest Period in respect of the Loan shall not
extend beyond the Termination Date.



 


		(g)	In respect of a Repayment Instalment, an Interest Period for a part of the Term Loan equal to such Repayment Instalment shall
end on the Repayment Date relating to it if such date is before the end of the Interest Period then current.



 


		(h)	The first Interest Period for the Term Loan shall start on its first Utilisation Date and each subsequent Interest Period shall
start on the last day of the preceding Interest Period.



 


		(i)	Except for the purposes of paragraph (g) above, the
Term Loan shall have one Interest Period only at any time.



 


		9.2	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	Absence of quotations



 


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



 


		10.2	Market disruption



 


		(a)	If a Market Disruption Event occurs in relation to the Loan for any Interest Period, then the rate of interest on each Lender’s
share of the Loan for the Interest Period shall be the rate per annum which is the sum of:



 


		(i)	the Margin; and



 


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



 


		(b)	In this Agreement “Market Disruption Event”
means:



 


		(i)	at or about noon on the Quotation Day for the relevant Interest Period, LIBOR is to be determined by reference to the Reference
Banks and none or only one of the Reference Banks supplies a rate to the Facility Agent to determine LIBOR for dollars for the
relevant Interest Period; or



 


		(ii)	before close of business in London on the Quotation Day for the relevant Interest Period, the Facility Agent receives notifications
from a Lender or Lenders (whose participations in the Loan exceed 30 per cent. of the Loan) that the cost to it or them of obtaining
matching deposits in the Relevant Interbank Market would be in excess of LIBOR; or



 


		(iii)	at least one Business Day before the start of an Interest Period, the Facility Agent receives notification from a Lender (the
 “Affected Lender”) that for any reason it is unable to obtain dollars in the Relevant Interbank Market
in order to fund its participation in the Loan or any part of the Loan.



 






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		10.3	Alternative basis of interest or funding, suspension



 


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



 


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



 


		(c)	If a Market Disruption Event occurs before the Loan
is advanced:



 


		(i)	in circumstances falling within paragraph (b)(i) of Clause 10.2 (Market disruption) or paragraph(b)(ii) of Clause 10.2
(Market disruption), the Lenders’ obligation to advance the Loan; or



 


		(ii)	in circumstances falling within paragraph (b)(iii) of Clause 10.2 (Market disruption), the Affected Lender’s obligation
to participate in the Loan,



 


			shall be suspended while the circumstances giving rise to the Market Disruption Event
                                                                          continue.



 


		10.4	Break Costs



 


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



 


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



 


		11	FEES



 


		11.1	Commitment fee



 


		(a)	The Borrower shall pay to the Facility Agent (for the account of each Lender) a fee computed at the rate of 40 per cent. of
the Margin on that Lender’s Available Commitment in respect of each Facility from time to time for the Availability Period
applicable to that Facility.



 


		(b)	The accrued commitment fee is payable in arrears on each Utilisation Date, the last day of each successive period of three
Months after the first Utilisation Date, on the last day of the relevant Availability Period and, if cancelled, on the cancelled
amount of the relevant Lender’s Commitment at the time the cancellation is effective.



 


		11.2	Other fees



 


			The Borrowers shall pay to the relevant Finance Parties for distribution to the relevant
                                                                               Finance Parties such other fees in the amounts and at the times agreed in Fee Letters.



 






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SECTION 6


 


ADDITIONAL PAYMENT OBLIGATIONS


 


		12	TAX GROSS UP AND INDEMNITIES



 


		12.1	Definitions



 


		(a)	In this Agreement:



 


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



 


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



 


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



 


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



 


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



 


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



 


		12.2	Tax gross-up



 


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



 


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



 


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



 


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



 


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



 






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		12.3	Tax indemnity



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		12.4	Tax Credit



 


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



 


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



 


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



 


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



 


		12.5	Stamp taxes



 


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



 






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		12.6	VAT



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






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		12.7	FATCA Information



 


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



 


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



 


		(A)	a FATCA Exempt Party; or



 


		(B)	not a FATCA Exempt Party;



 


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



 


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



 


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



 


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



 


		(i)	any law or regulation;



 


		(ii)	any fiduciary duty; or



 


		(iii)	any duty of confidentiality.



 


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



 


		12.8	FATCA Deduction



 


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



 


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



 






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		13	INCREASED COSTS



 


		13.1	Increased costs



 


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



 


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



 


		(ii)	compliance with any law or regulation made, including any costs attributable to the implementation, application of, or compliance
with, Basel III,



 


		in each case after the date of this Agreement; or



 


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



 


		(b)	In this Agreement:



 


		(i)	“Basel III” means:



 


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



 


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



 


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



 


		(ii)	“CRD IV” means:



 


		(A)	Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit
institutions and investment firms and amending regulation (EU) No. 648/2012, as amended by Regulation (EU) 2019/876;



 


		(B)	Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions
and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives
2006/48/EC and 2006/49/EC, as amended by Directive (EU) 2019/878; and



 


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



 






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		(iii)	“Increased Costs” means:



 


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



 


		(B)	an additional or increased cost; or



 


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



 


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



 


		13.2	Increased cost claims



 


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



 


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



 


		13.3	Exceptions



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		14	OTHER INDEMNITIES



 


		14.1	Currency indemnity



 


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



 


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



 


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



 


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



 






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



 


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



 


		14.2	Other indemnities



 


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



 


		(i)	the occurrence of any Event of Default;



 


		(ii)	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 35 (Contractual recognition of bail-in);



 


		(iii)	funding, or making arrangements to fund, its participation in the Loan requested by the Borrowers in the 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



 


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



 


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



 


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



 


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



 


		(ii)	in connection with any Environmental Claim.



 


		(d)	The Obligors shall, on demand, indemnify each Secured Party against any cost, loss or liability (including legal costs and
fees) incurred by that Secured Party as a result of the investigation or occurrence of a Sanctions Event.



 






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



 


		14.3	Mandatory Cost



 


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



 


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



 


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



 


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



 


		14.4	Indemnity to the Servicing Parties



 


			Each Obligor shall, on demand, indemnify each Servicing Party against any reasonable cost,
                                                                                loss or liability incurred by that Servicing Party (acting reasonably) as a result of:



 


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



 


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



 


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



 


		14.5	Indemnity to the Facility Agent



 


			Each Obligor shall, on demand, indemnify the Facility Agent against any reasonable cost, loss
                                                                                or liability incurred by the Facility Agent (otherwise than by reason of the Facility Agent’s gross negligence or
                                                                                wilful misconduct) or, in the case of any cost, loss or liability pursuant to Clause 37.11 (Disruption to Payment Systems
                                                                                etc.) notwithstanding the Facility Agent’s negligence, gross negligence or any other category of liability
                                                                                whatsoever but not including any claim based on the fraud of the Facility Agent in acting as Facility Agent under the Finance
                                                                                Documents.



 


		14.6	Indemnity to the Security Agent



 


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



 


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



 


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



 






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



 


		(C)	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;



 


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



 


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



 


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



 


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



 


		(iii)	any claim, action, civil penalty or fine against, any settlement, and any other kind of loss or liability, and all reasonable
costs and expenses (including reasonable counsel fees and disbursements) incurred by the Facility Agent or any Lender as a result
of conduct of any Obligor or any of their partners, directors, officers, employees, agents or advisors, that violates any Sanctions.



 


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



 


		15	MITIGATION BY THE FINANCE PARTIES



 


		15.1	Mitigation



 


		(a)	Each Finance Party shall, in consultation with the Borrowers, take all reasonable steps to mitigate any circumstances which
arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality),
Clause 12 (Tax Gross Up and Indemnities), Clause 13 (Increased Costs) or paragraph (a) of Clause 14.3 (Mandatory
Cost) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate
or Facility Office.



 


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



 


		15.2	Limitation of liability



 


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



 





		(b)	A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that Finance Party
(acting reasonably), to do so might be prejudicial to it.



 






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		16	COSTS AND EXPENSES



 


		16.1	Transaction expenses



 


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


 


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



 


		(b)	the Transaction Security; and



		 	 



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



 


		16.2	Amendment costs



 


		If:	



 


		(a)	a Party requests an amendment, waiver or consent; or



 


		(b)	any amendment is made pursuant to Clause 37.9 (Change of currency) or as contemplated in Clause 45.4 (Replacement
of Screen Rate); or



 


		(c)	the Security Agent agrees to the release of all or any part of the Charged Property from the Transaction Security,



 


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


 


		16.3	Enforcement and preservation costs



 


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


 






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SECTION 7


 


GUARANTEES AND JOINT AND SEVERAL LIABILITY
OF BORROWERS


 


		17	GUARANTEE AND INDEMNITY – GUARANTORS



 


		17.1	Guarantee and indemnity



 


Each Guarantor irrevocably and unconditionally:


 


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



 


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



 


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



 


		17.2	Continuing guarantee



 


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


 


		17.3	Reinstatement



 


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


 


		17.4	Waiver of defences



 


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


 


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



 


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



 






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



 


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



 


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



 


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



 


		(g)	any insolvency or similar proceedings.



 


		17.5	Immediate recourse



 


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


 


		17.6	Appropriations



 


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


 


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



 


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



 


		17.7	Deferral of Guarantors’ rights



 


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


 






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		(a)	to be indemnified by an Obligor;



 


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



 


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



 


		(d)	to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect
of which the Guarantors have given a guarantee, undertaking or indemnity under Clause 17 (Guarantee and Indemnity – Guarantors);



 


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



 


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



 


If the Guarantors receive any benefit, payment or
distribution in relation to such rights they shall hold that benefit, payment or distribution to the extent necessary to enable
all amounts which may be or become payable to the Secured Parties by the Obligors under or in connection with the Finance Documents
to be repaid in full on trust for the Secured Parties and shall promptly pay or transfer the same to the Facility Agent or as the
Facility Agent may direct for application in accordance with Clause 37 (Payment Mechanics).


 


		17.8	Additional security



 


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


 


		17.9	Applicability of provisions of Guarantee to other
Security



 


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


 


		18	JOINT AND SEVERAL LIABILITY OF THE GUARANTORS



 


		18.1	Joint and several liability



 


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


 


		18.2	Waiver of defences



 


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


 


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



 


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



 






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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(j)	any insolvency or similar proceedings.



 


		18.3	Principal Debtor



 


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


 


		18.4	Guarantor restrictions



 


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



 


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



 


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



 


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



 


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



 


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



 






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



 


		18.5	Deferral of Guarantors’ rights



 


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


 


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



 


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



 


		19	JOINT AND SEVERAL LIABILITY OF THE BORROWERS



 


		19.1	Joint and several liability



 


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


 


		19.2	Waiver of defences



 


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


 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






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



 


		(j)	any insolvency or similar proceedings.



 


		19.3	Principal Debtor



 


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


 


		19.4	Borrower restrictions



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		19.5	Deferral of Borrowers’ rights



 


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


 


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



 


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



 









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SECTION 8


 


GUARANTEE AND INDEMNITY - HEDGE GUARANTORS


 


		20	GUARANTEE AND INDEMNITY – HEDGE GUARANTORS



 


		20.1	Guarantee and indemnity



 


Each Hedge Guarantor irrevocably and unconditionally:


 


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



 


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



 


		(c)	agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it
will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability
it incurs as a result of a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality,
have been payable by it under any Hedging Agreement on the date when it would have been due. The amount payable by a Hedge Guarantor
under this indemnity will not exceed the amount it would have had to pay under this Clause 20 (Guarantee and Indemnity –
Hedge Guarantors) if the amount claimed had been recoverable on the basis of a guarantee.



 


		20.2	Continuing guarantee



 


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


 


		20.3	Reinstatement



 


If any discharge, release or arrangement (whether
in respect of the obligations of any Borrower or any security for those obligations or otherwise) is made by a Secured Party in
whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency,
liquidation, administration or otherwise, without limitation, then the liability of each Hedge Guarantor under this Clause 20 (Guarantee
and Indemnity – Hedge Guarantors) will continue or be reinstated as if the discharge, release or arrangement had not
occurred.


 


		20.4	Waiver of defences



 


The obligations of each Hedge Guarantor under this
Clause 20 (Guarantee and Indemnity – Hedge Guarantors) (and in respect of any Transaction Security will not be affected
or discharged by an act, omission, matter or thing which, but for this Clause 20.4 (Waiver of defences), would reduce, release
or prejudice any of its obligations under this Clause 20 (Guarantee and Indemnity – Hedge Guarantors)) or in respect
of any Transaction Security (without limitation and whether or not known to it or any Secured Party) including:


 


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



 


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



 






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



 


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



 


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



 


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



 


		(g)	any insolvency or similar proceedings.



 


		20.5	Immediate recourse



 


Each Hedge Guarantor waives any right it may have
of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or
security or claim payment from any person (including without limitation to commence any proceedings under any Finance Document
or to enforce any Transaction Security) before claiming or commencing proceedings under this Clause 20 (Guarantee and Indemnity
 – Hedge Guarantors).


 


This waiver applies irrespective of any law or any
provision of a Finance Document to the contrary.


 


		20.6	Appropriations



 


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


 


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



 


		(b)	hold in an interest-bearing suspense account any moneys received from any Hedge Guarantor or on account of any Hedge Guarantor’s
liability under this Clause 20 (Guarantee and Indemnity – Hedge Guarantors).



 


		20.7	Deferral of Hedge Guarantors’ rights



 


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


 






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		(a)	to be indemnified by an Obligor;



 


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



 


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



 


		(d)	to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect
of which any Hedge Guarantor has given a guarantee, undertaking or indemnity under Clause 19 (Joint and Several Liability of
the Borrowers);



 


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



 


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



 


If a Hedge Guarantor receives any benefit, payment
or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable
all amounts which may be or become payable to the Secured Parties by the Obligors under or in connection with the Finance Documents
to be repaid in full on trust for the Secured Parties and shall promptly pay or transfer the same to the Facility Agent or as the
Facility Agent may direct for application in accordance with Clause 37 (Payment Mechanics).


 


		20.8	Additional security



 


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


 


		20.9	Applicability of provisions of Guarantee to other
Security



 


Clauses 20.2 (Continuing guarantee), 20.3 (Reinstatement),
20.4 (Waiver of defences), 20.5 (Immediate recourse), 20.6 (Appropriations), 20.7 (Deferral of Hedge Guarantors’
rights) and 20.8 (Additional security) shall apply, with any necessary modifications, to any Security which a Hedge
Guarantor creates (whether at the time at which it signs this Agreement or at any later time) to secure the Secured Liabilities
or any part of them.


 






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SECTION 9


 


REPRESENTATIONS, UNDERTAKINGS AND EVENTS
OF DEFAULT


 


		21	REPRESENTATIONS



 


		21.1	General



 


Each Obligor makes the representations and warranties
set out in this Clause 21 (Representations) to each Finance Party on the date of this Agreement.


 


		21.2	Status



 


		(a)	In the case of each Borrower and the Corporate Guarantor, it is a limited liability company, duly formed and validly existing
in good standing under the law of its jurisdiction of incorporation and in the case of the Parent Guarantor it is a corporation,
duly incorporated and validly existing in good standing under the law of its jurisdiction of incorporation.



 


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



 


		21.3	Membership interests and ownership



 


		(a)	The aggregate membership interests expressed in terms of shares authorised to be issued by each Borrower is:



 


		(i)	in the case of each of Faroe Shipco LLC, Portland Shipco LLC and Plymouth Shipco LLC, one hundred LLC shares;



 


		(ii)	in the case of Fisher Shipco LLC and Humber Shipco LLC,
2,963,289 LLC shares;



 


		(iii)	in the case of Fair Isle Shipco LLC, Forth Shipco LLC and Trafalgar Shipco LLC, one hundred LLC shares,



 


which shares are, in each case,
uncertificated.


 


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



 


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



 


		(d)	The legal title to and beneficial interest in the membership interests in the Corporate Guarantor is held free of any Security
or any other claim by the Parent Guarantor.



 


		21.4	Binding obligations



 


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


 


		21.5	Validity, effectiveness and ranking of Security



 


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



 






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



 


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



 


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



 


		21.6	Non-conflict with other obligations



 


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


 


		(a)	any law or regulation applicable to it;



 


		(b)	the constitutional documents of any member of the Group;
or



 


		(c)	any agreement or instrument binding upon it or any member of the Group or any member of the Group’s assets or constitute
a default or termination event (however described) under any such agreement or instrument.



 


		21.7	Power and authority



 


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



 


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



 


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



 


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



 


		21.8	Validity and admissibility in evidence



 


All Authorisations required or desirable:


 


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



 


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



 


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


 


		21.9	Governing law and enforcement



 


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



 






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



 


		21.10	Insolvency



 


No:


 


		(a)	corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 29.8 (Insolvency proceedings);
or



 


		(b)	creditors’ process described in Clause 29.10 (Ownership
of the Obligors),



 


has been taken or, to its knowledge, threatened in
relation to a member of the Group; and none of the circumstances described in Clause 29.7 (Insolvency) applies to a member
of the Group.


 


		21.11	No filing or stamp taxes



 


Under the laws of its Relevant Jurisdictions it is
not necessary that the Finance Documents to which it is a party be filed, recorded or enrolled with any court or other authority
in that jurisdiction or that any stamp, registration, notarial or similar taxes or fees be paid on or in relation to the Finance
Documents to which it is a party or the transactions contemplated by those Finance Documents except for the recordation of each
Mortgage with the Office of Maritime Administrator of the Republic of the Marshall Islands and any other filing, recording or enrolling
or any tax or fee payable which is referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation)
and which will be made or paid promptly after the date of the relevant Finance Document.


 


		21.12	Deduction of Tax



 


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


 


		21.13	No default



 


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



 


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



 


		21.14	No misleading information



 


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



 


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



 


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



 






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		21.15	Financial Statements



 


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



 


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



 


		(c)	There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated
financial condition of the Group, in the case of the Parent Guarantor) since 31 December 2018.



 


		(d)	Its most recent financial statements delivered pursuant to Clause 22.2 (Financial statements):



 


		(i)	have been prepared in accordance with Clause 22.4 (Requirements
as to financial statements); and



 


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



 


		(e)	Since the date of the most recent financial statements delivered pursuant to Clause 22.2 (Financial statements) there
has been no material adverse change in its business, assets or financial condition (or the business or consolidated financial condition
of the Group, in the case of the Guarantor).



 


		21.16	Pari passu ranking



 


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


 


		21.17	No proceedings pending or threatened



 


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


 


		21.18	Validity and completeness of the Pool Agreements



 


		(a)	Each of the Pool Agreements constitute legal, valid, binding and enforceable obligations of the parties to it.



 


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



 


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



 


		21.19	Valuations



 


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



 









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



 


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



 


		21.20	No breach of laws



 


It has not breached any law or regulation which breach
has had or could reasonably be expected to have a Material Adverse Effect.


 


		21.21	No Charter



 


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


 


		21.22	Compliance with Environmental Laws



 


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


 


		21.23	No Environmental Claim



 


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


 


		21.24	No Environmental Incident



 


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


 


		21.25	ISM and ISPS Code compliance



 


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


 


		21.26	Taxes paid



 


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



 


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



 


		21.27	Financial Indebtedness



 


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


 






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		21.28	Overseas companies



 


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


 


		21.29	Good title to assets



 


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


 


		21.30	Ownership



 


		(a)	On the first Utilisation Date, Borrower A will be the sole legal and beneficial owner of Ship A, its Earnings and its Insurances.



 


		(b)	On the first Utilisation Date, Borrower B will be the sole legal and beneficial owner of Ship B, its Earnings and its Insurances.



 


		(c)	On the first Utilisation Date, Borrower C will be the sole legal and beneficial owner of Ship C, its Earnings and its Insurances.



 


		(d)	On the first Utilisation Date, Borrower D will be the sole legal and beneficial owner of Ship D, its Earnings and its Insurances.



 


		(e)	On the first Utilisation Date, Borrower E will be the sole legal and beneficial owner of Ship E, its Earnings and its Insurances.



 


		(f)	On the first Utilisation Date, Borrower F will be the sole legal and beneficial owner of Ship F, its Earnings and its Insurances.



 


		(g)	On the first Utilisation Date, Borrower G will be the sole legal and beneficial owner of Ship G, its Earnings and its Insurances.



 


		(h)	On the first Utilisation Date, Borrower H will be the sole legal and beneficial owner of Ship H, its Earnings and its Insurances.



 


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



 


		21.31	Centre of main interests and establishments



 


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


 


		21.32	Place of business



 


No Obligor has a place of business in any countries
other than as delivered to the Facility Agent in writing, and agreed to by the Lenders, on or around the date of this Agreement.


 






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		21.33	No employee or pension arrangements



 


No Obligor has any employees (other than as disclosed
to the Lenders) or any liabilities under any pension scheme.


 


		21.34	Sanctions



 


None of the Obligors, any Subsidiary of any of them,
the Approved Commercial Managers or the Approved Technical Managers, and their respective directors, officers, employees, joint
ventures, affiliates, agents and representatives (each a “Relevant Person”) is a Restricted Party, and none of such
persons:


 


		(a)	has received notice of or is aware of any complaint, claim, action, suit, proceeding formal notice, investigation or other
action against it with respect to Sanctions Laws by any Sanctions Authority;



 


		(b)	is majority 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; or



 


		(c)	has taken or is taking any action which constitutes or would constitute a violation by any Finance Party or any Restricted
Party of Sanctions Laws.



 


		21.35	Anti-Corruption Laws



 


		(a)	Each member of the Group has conducted its businesses in compliance with Anti-Corruption Laws and has instituted and maintains
as at the date of this Agreement policies and procedures designed to promote and achieve compliance with such laws.



 


		(b)	No member of the Group (nor to the best of its knowledge and belief (having made due and careful enquiry) any agent, director,
employee or officer of any member of the Group) has made or received, or directed or authorised any other person to make or receive,
any offer, payment or promise to pay, of any money, gift or other thing of value, directly or indirectly, to or for the use or
benefit of any person, where this violates or would violate, or creates or would create liability for it or any other person under,
any Anti-Corruption Laws.



 


		(c)	No member of the Group (nor to the best of its knowledge and belief (having made due and careful enquiry) any agent, director,
employee or officer of any member of the Group) is being investigated by any agency, or party to any proceedings, in each case
in relation to any Anti-Corruption Laws.



 


		21.36	Repetition



 


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


 


		22	INFORMATION UNDERTAKINGS



 


		22.1	General



 


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


 






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		22.2	Financial statements



 


The Obligors shall ensure that there are provided
to the Facility Agent in sufficient copies for all the Lenders:


 


		(a)	as soon as they become available, but in any event within 120 days after the end of each of its respective financial years
the audited consolidated financial statements of the Parent Guarantor for that financial year.



 


		(b)	as soon as the same become available, but in any event within 60 days after the end of each quarter of each of their respective
financial years the consolidated financial statement of the Parent Guarantor for that financial quarter year.



 


		22.3	Compliance Certificate



 


		(a)	The Parent Guarantor shall supply to the Facility Agent, with each set of financial statements delivered pursuant to paragraph
(a) or (b) of Clause 22.2 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations
as to compliance with Clause 23 (Financial Covenants) as at the date as at which those financial statements were drawn up.



 


		(b)	Each Compliance Certificate shall be signed by an officer
of the Parent Guarantor.



 


		22.4	Requirements as to financial statements



 


		(a)	Each set of financial statements delivered by a Borrower pursuant to Clause 22.2 (Financial statements) shall be certified
by an officer of the relevant company as giving a true and fair view (if audited) or fairly representing (if unaudited) its financial
condition and operations as at the date as at which those financial statements were drawn up.



 


		(b)	The Borrowers shall procure that each set of financial statements delivered pursuant to Clause 22.2 (Financial statements)
is prepared using GAAP.



 


		(c)	The Borrowers shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 22.2 (Financial
statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the
preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financial statements, it notifies
the Facility Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors (or, if
appropriate, the auditors of the Obligor) deliver to the Facility Agent:



 


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



 


		(ii)	sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to
determine whether Clause 23 (Financial Covenants) has been complied with and make an accurate comparison between the financial
position indicated in those financial statements and that Obligor’s Original Financial Statements.



 


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


 






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		22.5	Information: miscellaneous



 


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


 


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



 


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



 


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



 


		(i)	each Ship, its Earnings and its Insurances;



 


		(ii)	the Charged Property;



 


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



 


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



 


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


 


		22.6	Notification of default



 


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



 


		(b)	Promptly upon a request by the Facility Agent, each Borrower shall supply to the Facility Agent a certificate signed by one
of its 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).



 


		22.7	Use of websites



 


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



 


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



 


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



 


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



 


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


 






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



 


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



 


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



 


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



 


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



 


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



 


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



 


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


 


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



 


		22.8	“Know your customer” checks



 


		(a)	If:



 


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



 


		(ii)	any change in the status of an Obligor after the date
of this Agreement; or



 


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



 


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


 






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



 


		23	FINANCIAL COVENANTS



 


		23.1	Financial covenants



 


The Parent Guarantor shall at all times during the
Security Period (save that in the case of paragraph (b) this shall apply from the first Utilisation Date throughout the remainder
of the Security Period) on a consolidated basis maintain:


 


		(a)	a minimum Solvency of at least 30 per cent.;



 


		(b)	minimum Cash and Cash Equivalents of an amount the greater of:



 


		(i)	$750,000 per Fleet Vessel; and



 


		(ii)	5 per cent. of the Total Consolidated Long Term Debt,



 


with at least 60 per cent. of such minimum amount
being held in cash and, for the purposes of this paragraph (b), Cash and Cash Equivalents shall include undrawn amounts under the
Revolving Facility provided that the Termination Date in relation to the Revolving Facility is not within the next 12 Months.


 


		(c)	a positive Working Capital excluding:



 


		(i)	Balloon Repayments; and



 


		(ii)	any amounts outstanding under the ABN AMRO Receivables Facility Agreement provided that the facility provided thereunder has
a remaining maturity of more than three months; and



 


		(d)	an Adjusted Net Worth of not less than $150,000,000.



 


The financial covenants contained in this Clause 23.1
(Financial covenants) shall be tested quarterly on the basis of the annual and quarterly financial statements provided under
Clause 22.2 (Financial statements) and shall be confirmed in the relevant compliance certificate referred to in Clause 22.3
(Compliance Certificate).


 


In addition, for the purpose of testing the Fair Market
Value of the Fleet Vessels, the Borrowers shall provide valuations of the Fleet Vessels in June and December of each year during
the Facility Period and the most recent of such valuations shall be used to determine the Fair Market Value of the Fleet Vessels.
Provided that, in the case of testing the financial covenants at the end of the first and third financial quarters in each
year, the Borrowers shall obtain up to date Fair Market Values of any of the Fleet Vessels if requested by the Agent, acting on
the instructions of the Majority Lenders. The valuations shall be at the Borrower’s cost, but no more than twice per year,
unless the valuations show a breach of the required security cover ratio in Clause 27.1 (Minimum required security cover),
in which case any additional valuations will be at the Borrower’s cost.


 






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		23.2	Financial covenant definitions



 


The expressions used in this Clause 23 (Financial
Covenants) shall be construed in accordance with GAAP or for the purposes of this Agreement:


 


“ABN AMRO Receivables Facility Agreement”
means the receivables financing facility agreement dated 24 October 2017 and made between (i) Ardmore MR Pool LLC as borrower,
(ii) Ardmore Pool Holdings LLC and Ardmore Maritime Services LLC as corporate guarantors, (iii) Ardmore Shipping Corporation as
parent guarantor, (iv) the banks and financial institutions named therein as lenders, (v) ABN AMRO Bank N.V. as mandated lead arranger,
(vi) ABN AMRO Bank N.V. as facility agent and as security agent in relation to a revolving credit facility of $15,000,000.


 


“Adjusted Net Worth” means, at
any relevant time, the amount by which the Consolidated Adjusted Total Assets of the Group exceed Consolidated Adjusted Total Liabilities
of the Group.


 


“Balloon Repayment” means a final
repayment of principal payable in relation to a facility but excluding any portion of that final repayment representing a regular
periodical payment.


 


“Cash and Cash Equivalents” means,
at any relevant time:


 


		(a)	cash in hand or held with banks or financial institutions of the Parent Guarantor in Dollars or another currency freely convertible
in Dollars, which is free of any Security;



 


		(b)	any cash equivalent of the Parent Guarantor and/or its
Subsidiaries; and



 


		(c)	any marketable securities of the Parent Guarantor and/or its Subsidiaries which are free of any Security,



 


as stated in the most recent financial statements
of the Group provided in accordance with Clause 22.2 (Financial statements) and determined in accordance with GAAP.


 


“Consolidated Adjusted Total Assets”
means the Total Assets adjusted as follows:


 


		(a)	by using the Market Value Adjusted Total Assets value
for the Fleet Vessels; and



 


		(b)	by excluding intangible assets (including goodwill but not long-term contract revenue is acquired as part of a business combination).



 


“Consolidated Adjusted Total Liabilities”
means the Total Consolidated Long Term Debt plus the Current Liabilities (excluding current portion long term debt).


 


“Current Assets” means the current
assets of the Parent Guarantor on a consolidated basis as stated in the most recent financial statements of the Group provided
in accordance with Clause 22.2 (Financial statements) and determined in accordance with GAAP.


 


“Current Liabilities” means the
current liabilities of the Parent Guarantor on a consolidated basis as stated in the most recent financial statements of the Group
provided in accordance with Clause 22.2 (Financial statements) and determined in accordance with GAAP.


 


“Financial Statements” means the
financial statements of the Group provided in accordance with Clause 22.2 (Financial statements).


 


“Fleet Vessels” means any
ship (including the Ships) from time to time wholly owned, leased or chartered in by the Parent Guarantor (directly or
indirectly) (excluding vessels under construction and vessels chartered in for period shorter than 24 months) (each a
 “Fleet Vessel”).


 






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“Market Value Adjusted Total Assets”
means, at any relevant time, the Total Assets adjusted to reflect the difference of the book value of the Fleet Vessels (as evidenced
in the most recent financial statements of the Group provided in accordance with Clause 22.2 (Financial statements)) and
the Fair Market Value of the Fleet Vessels.


 


“Solvency” means Adjusted Net Worth
to Market Value Adjusted Total Assets.


 


“Total Assets” means at any relevant
time, the total assets of the Parent Guarantor on a consolidated basis as stated in the most recent financial statements of the
Group provided in accordance with Clause 22.2 (Financial statements)) and determined in accordance with GAAP.


 


“Total Consolidated Long Term Debt”
means, at any relevant time, the amount of the total liabilities of the Parent Guarantor on a consolidated basis (including without
limitation any liability in respect of any lease or hire purchase contract) which would be included in the applicable Financial
Statements of the Parent Guarantor as total long term debt in accordance with GAAP including the current portion of long term debt.


 


“Working Capital” means the Current
Assets less the Current Liabilities.


 


		24	GENERAL UNDERTAKINGS



 


		24.1	General



 


The undertakings in this Clause 24 (General Undertakings)
remain in force throughout the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders
(or, where specified, all the Lenders) may otherwise permit.


 


		24.2	Authorisations



 


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


 


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



 


		(b)	supply certified copies to the Facility Agent of any Authorisation required under any law or regulation of a Relevant Jurisdiction
or the state of the Approved Flag at any time of each Ship to enable it to:



 


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



 


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



 


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



 


		24.3	Compliance with laws



 


Each Obligor shall, and shall procure that each other
member of the Group and each Affiliate of any of them shall, comply in all respect with all laws and regulations to which it may
be subject, including Sanctions Laws.


 






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		24.4	Environmental compliance



 


Each Obligor shall, and shall procure that each other
Transaction Obligor will, and the Parent Guarantor shall ensure that each other member of the Group will:


 


		(a)	comply with all Environmental Laws;



 


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



 


		(c)	implement procedures to monitor compliance with and to prevent liability under any Environmental Law,



 


in relation to a member of the Group not including
an Obligor only, where failure to do so has had or could reasonably be expected to have a Material Adverse Effect.


 


		24.5	Environmental claims



 


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


 


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



 


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



 


where the claim against a member of the Group not
including an Obligor, has had or could reasonably be expected to have a Material Adverse Effect.


 


		24.6	Taxation



 


		(a)	Each Obligor shall and shall procure that each other Transaction Obligor will pay and discharge all Taxes imposed upon it or
its assets within the time period allowed without incurring penalties unless and only to the extent that:



 


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



 


		(ii)	adequate reserves are maintained for those Taxes and the costs required to contest them which have been disclosed in its latest
financial statements delivered to the Facility Agent under Clause 22.2 (Financial statements); and



 


		(iii)	such payment can be lawfully withheld and failure to pay those Taxes does not have or could not reasonably be expected to have
a Material Adverse Effect.



 


		(b)	No Obligor shall change its residence for Tax purposes.



 


		24.7	Overseas companies



 


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


 






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		24.8	Pari passu ranking



 


Each Obligor shall, and shall procure that each other
Transaction Obligor will, ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under
the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except
those creditors whose claims are mandatorily preferred by laws of general application to companies.


 


		24.9	Title



 


		(a)	From the first Utilisation Date, Borrower A shall hold the legal title to, and own the entire beneficial interest in Ship A,
its Earnings and its Insurances.



 


		(b)	From the first Utilisation Date, Borrower B shall hold the legal title to, and own the entire beneficial interest in Ship B,
its Earnings and its Insurances.



 


		(c)	From the first Utilisation Date, Borrower C shall hold the legal title to, and own the entire beneficial interest in Ship C,
its Earnings and its Insurances.



 


		(d)	From the first Utilisation Date, Borrower D shall hold the legal title to, and own the entire beneficial interest in Ship D,
its Earnings and its Insurances.



 


		(e)	From the first Utilisation Date, Borrower E shall hold the legal title to, and own the entire beneficial interest in Ship E,
its Earnings and its Insurances.



 


		(f)	From the first Utilisation Date, Borrower F shall hold the legal title to, and own the entire beneficial interest in Ship F,
its Earnings and its Insurances.



 


		(g)	From the first Utilisation Date, Borrower G shall hold the legal title to, and own the entire beneficial interest in Ship G,
its Earnings and its Insurances.



 


		(h)	From the first Utilisation Date, Borrower H shall hold the legal title to, and own the entire beneficial interest in Ship H,
its Earnings and its Insurances.



 


		(i)	With effect on and from its creation or intended creation, each Borrower shall hold the legal title to, and own the entire
beneficial interest in any other assets the subject of any Transaction Security created or intended to be created by it.



 


		24.10	Negative pledge



 


		(a)	No Obligor shall create or permit to subsist any Security over any of its assets which are the subject of the Security created
or intended to be created by the Finance Documents.



 


		(b)	No Borrower shall:



 


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



 


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



 


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



 


in circumstances where the arrangement or transaction
is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.


 


		(c)	Paragraphs (a) and (b) above do not apply to any Permitted
Security.



 






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		24.11	Disposals



 


		(a)	No Borrower shall enter into a single transaction or a series of transactions (whether related or not) and whether voluntary
or involuntary to sell, lease, transfer or otherwise dispose of any asset (including without limitation any Ship, its Earnings
or its Insurances) and, for the avoidance of doubt, this does not apply to the sale, lease, transfer or otherwise disposal of any
ships other than the Ships financed under this Agreement.



 


		(b)	The Guarantor shall not transfer, lease or otherwise dispose of all or a substantial part of its assets, whether by one transaction
or a number of transactions, whether related or not except for cash on arm’s length terms for full consideration or otherwise
in the usual course of its trading operations.



 


		(c)	Paragraph (a) above does not apply to any charter of a Ship to which Clause 26.14 (Restrictions on chartering, appointment
of managers etc.) applies.



 


		24.12	Merger



 


No Obligor shall enter into any amalgamation, demerger,
merger, consolidation or corporate reconstruction Provided that this restriction shall not apply if:


 


		(a)	there is no change of control of the Obligors and the Obligors are in compliance with Clause 29.10 (Ownership of the Obligors)
after any such amalgamation, demerger, merger, consolidation or corporate reconstruction;



 


		(b)	the Borrowers have notified the Facility Agent in advance of such amalgamation, demerger, merger, consolidation or corporate
reconstruction;



 


		(c)	the Parties have agreed appropriate consequential amendments to this Agreement and the Finance Documents required by the Facility
Agent (acting on the instructions of the Majority Lenders) as a consequence of such amalgamation, demerger, merger, consolidation
or corporate reconstruction; and



 


		(d)	the Borrowers provide the Facility Agent with a structure diagram showing the structure of the Group after such amalgamation,
demerger, merger, consolidation or corporate reconstruction.



 


		24.13	Change of business



 


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



 


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



 


		24.14	Financial Indebtedness



 


The Borrowers shall not incur any Financial Indebtedness
except for Permitted Financial Indebtedness.


 


		24.15	Expenditure



 


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


 






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		24.16	Membership interests



 


No Borrower shall:


 


		(a)	purchase, cancel or redeem any of its membership interests;



 


		(b)	increase or reduce its authorised membership interests;



 


		(c)	issue any membership interests except to the Corporate Guarantor and provided such new membership interests are made subject
to the terms of the relevant Membership Interests Security applicable to that Borrower immediately upon the issue thereof in a
manner satisfactory to the Facility Agent and the terms of that Membership Interests Security are complied with;



 


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



 


		24.17	Dividends



 


Each Obligor may make or pay any dividend or other
distribution (in cash or in kind) in respect of its membership interests provided always that no Default has occurred and is continuing
or would result from the making of any such payment.


 


		24.18	Accounts



 


No Borrower shall open or maintain any account with
any bank or financial institution except its Earnings Account and accounts with the Account Bank, the Facility Agent or the Security
Agent for the purposes of the Finance Documents.


 


		24.19	Other transactions



 


No Borrower shall:


 


		(a)	be the creditor in respect of any loan or any form of credit to any person other than another Obligor and where such loan or
form of credit is Permitted Financial Indebtedness;



 


		(b)	give or allow to be outstanding any guarantee or indemnity to or for the benefit of any person in respect of any obligation
of any other person or enter into any document under which that Borrower assumes any liability of any other person other than any
guarantee or indemnity given under the Finance Documents.



 


		(c)	enter into any material agreement other than:



 


		(i)	the Transaction Documents;



 


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



 


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



 


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



 






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		24.20	Unlawfulness, invalidity and ranking; Security imperilled



 


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


 


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



 


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



 


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



 


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



 


		(e)	imperil or jeopardise the Transaction Security.



 


		24.21	Further assurance



 


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



 


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



 


		(ii)	to confer on the Security Agent or confer on the Secured Parties Security over any property and assets of that Transaction
Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Finance
Documents;



 


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



 


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



 


		(b)	Each Obligor shall, and shall procure that each other Transaction Obligor will, (and the Parent Guarantor shall procure that
each 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 Security conferred or intended to be
conferred on the Security Agent or the Secured Parties by or pursuant to the Finance Documents.



 






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		(c)	At the same time as a Transaction Obligor delivers to the Security Agent any document executed under this Clause 24.21 (Further
assurance), that Transaction Obligor shall deliver to the Security Agent a certificate signed by one of that Transaction Obligor’s
officers which shall:



 


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



 


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



 


		24.22	Sanctions and use of proceeds



 


		(a)	No proceeds of the Facilities 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 Laws.



 


		(b)	Each Obligor will and will procure that each Subsidiary of any of them will comply with Sanctions Laws and maintain policies
and procedures designed to promote and achieve compliance with Sanctions Laws.



 


		(c)	Each Finance Party will not fund all or any part of any payment under this Agreement or any other Finance Document out of proceeds
directly derived from transactions which would be prohibited by Sanctions Laws or would otherwise cause any Security Party, any
Finance Party or any Relevant Person to be in breach of Sanctions Laws.



 


		(d)	Each Borrower shall procure that it will not (and the Borrowers shall ensure that no other Relevant Person will) cause any
Obligor or any Finance Party to be in breach of Sanctions and shall not, and shall procure that no Transaction Obligor shall take
any action or make any omission that results in or is reasonably likely to result in it or any Finance Party becoming a Restricted
Party.



 


		24.23	Information: sanctions



 


		(a)	Each Obligor shall supply to the Facility Agent promptly upon becoming aware of them, the details of any material inquiry,
claim, action, suit, proceeding or investigation pursuant to Sanctions Laws against any Relevant Person, as well as information
on what steps are being taken with regards to answer or oppose such material inquiry, claim, action, suit, proceeding or investigation
provided that (i) that Obligor is not prohibited by law from supplying such details to the Facility Agent or (ii) such details
are not confidential under any legal privilege.



 


		(b)	Each Obligor shall notify the Facility Agent promptly upon becoming aware that it, any of its direct or indirect owners, any
of its subsidiaries or any other member of the Group, any of their joint ventures or any of their respective directors, officers,
employees, agents or representatives has become or is likely to become a Restricted Party.



 


		24.24	Anti-corruption law



 


		(a)	No Obligor shall (and the Parent Guarantor shall ensure that no other member of the Group will) directly or indirectly use
the proceeds of the Facility for any purpose which would breach any Anti-Corruption Laws.



 


		(b)	Each Obligor shall (and the Parent Guarantor shall ensure that each other member of the Group will):



 






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		(i)	conduct its business in compliance with applicable Anti-Corruption
Laws; and



 


		(ii)	maintain policies and procedures designed to promote
and achieve compliance with such Anti-Corruption Laws.



 


		24.25	No variation, release etc. of Pool Agreement



 


No Obligor shall, without written notice to the Lenders,
whether by a document, by conduct, by acquiescence or in any other way:


 


		(a)	vary the terms of any Pool Agreement in any material
respect;



 


		(b)	release, waive, suspend or subordinate or permit to be lost or impaired any interest or right of any kind which such Obligor
has at any time to, in or in connection with any Pool Agreement or in relation to any matter arising out of or in connection with
any Pool Agreement;



 


		(c)	waive any person’s breach of any Pool Agreement;
or



 


		(d)	rescind or terminate any Pool Agreement or treat itself as discharged or relieved from further performance of any of its obligations
or liabilities under any Pool Agreement;



 


and, for the purposes of paragraph (a), it shall not
in itself constitute a material amendment to any Pool Agreement if any participant (or vessel owned by that person) has left or
joined the pool without otherwise materially amending the terms of that Pool Agreement.


 


		25	INSURANCE UNDERTAKINGS



 


		25.1	General



 


In respect of a Ship, the undertakings in this Clause
25 (Insurance Undertakings) shall apply and remain in force on and from the date of this Agreement and throughout the rest
of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified,
all the Lenders) may otherwise permit.


 


		25.2	Maintenance of obligatory insurances



 


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


 


		(a)	fire and usual marine risks (including hull and machinery,
increased value and excess risks);



 


		(b)	war risks (including blocking and trapping);



 


		(c)	protection and indemnity risks; and



 


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



 


		25.3	Terms of obligatory insurances



 


In respect of each Ship, the Borrowers shall
effect such insurances:


 


		(a)	in dollars;



 






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



 


		(i)	when aggregated with the insured values of the other Ships then subject to a Mortgage, 110 per cent. of the Loan; and



 


		(ii)	the market value of that Ship;



 


		(c)	in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time
available under basic protection and indemnity club entry and in the international marine insurance market;



 


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



 


		(e)	on approved terms; and



 


		(f)	through Approved Brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection
and indemnity risks, in approved war risks and protection and indemnity risks associations.



 


		25.4	Further protections for the Finance Parties



 


In addition to the terms set out in Clause 25.3 (Terms
of obligatory insurances), each Borrower shall procure that the obligatory insurances effected by it shall:


 


		(a)	subject always to paragraph (b), name that Borrower as the sole named assured unless the interest of every other named assured
is limited:



 


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



 


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



 


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



 


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



 


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


 


		(b)	whenever the Facility Agent requires, name (or be amended to name) the Security Agent as additional named assured for its rights
and interests, warranted no operational interest and with full waiver of rights of subrogation against the Security Agent, but
without the Security Agent thereby being liable to pay (but having the right to pay) premiums, calls or other assessments in respect
of such insurance Provided that this paragraph (b) shall not apply to the protection and indemnity risks;



 



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



 


		(d)	provide that all payments by or on behalf of the insurers under the obligatory insurances to the Security Agent shall be made
without set off, counterclaim or deductions or condition whatsoever;



 


		(e)	provide that the obligatory insurances shall be primary without right of contribution from other insurances which may be carried
by the Security Agent or any other Finance Party; and



 


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



 


		25.5	Renewal of obligatory insurances



 


Each Borrower shall:


 


		(a)	at least 21 days before the expiry of any obligatory
insurance effected by it:



 


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



 


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



 


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



 


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



 


		25.6	Copies of policies; letters of undertaking



 


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


 


		(a)	pro forma copies of all policies relating to the obligatory insurances which they are to effect or renew; and



 


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



 


		(i)	they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying
with the provisions of Clause 25.4 (Further protections for the Finance Parties);



 


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



 


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



 


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



 






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



 


		(vi)	they will not set off against any sum recoverable in respect of a claim relating to the Ship owned by that Borrower under such
obligatory insurances any premiums or other amounts due to them or any other person whether in respect of that Ship or otherwise,
they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums or other
amounts and they will not cancel such obligatory insurances by reason of non-payment of such premiums or other amounts; and



 


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



 


		25.7	Copies of certificates of entry



 


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


 


		(a)	a certified copy of the certificate of entry for that
Ship;



 


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



 


		(c)	a certified copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material
issued by the relevant certifying authority in relation to that Ship.



 


		25.8	Deposit of original policies



 


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


 


		25.9	Payment of premiums



 


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


 


		25.10	Guarantees



 


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


 


		25.11	Compliance with terms of insurances



 


		(a)	No Borrower shall do or omit to do (nor permit to be done or not to be done) any act or thing which would or might render any
obligatory insurance invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable
in whole or in part.



 


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



 


		(i)	take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances,
and (without limiting the obligation contained in sub-paragraph (iii) of paragraph (b) of
Clause 25.6 (Copies of policies; letters of undertaking)) ensure that the obligatory insurances are not made subject to
any exclusions or qualifications to which the Facility Agent has not given its prior approval;



 









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		(ii)	not make any changes relating to the classification or classification society or manager or operator of the Ship owned by it
approved by the underwriters of the obligatory insurances;



 


		(iii)	make (and promptly supply copies to the Facility Agent of) all quarterly or other voyage declarations which may be required
by the protection and indemnity risks association in which the Ship owned by it is entered to maintain cover for trading to the
United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable
legislation); and



 


		(iv)	not employ the Ship owned by it, nor allow it to be employed, otherwise than in conformity with the terms and conditions of
the obligatory insurances, without first obtaining the consent of the insurers and complying with any requirements (as to extra
premium or otherwise) which the insurers specify.



 


		25.12	Alteration to terms of insurances



 


No Borrower shall make or agree to any alteration
to the terms of any obligatory insurance or waive any right relating to any obligatory insurance.


 


		25.13	Settlement of claims



 


Each Borrower shall:


 


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



 


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



 


		25.14	Provision of copies of communications



 


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


 


		(a)	the Approved Brokers;



 


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



 


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



 


which relate directly or indirectly to:


 


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



 






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



 


		25.15	Provision of information



 


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


 


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



 


		(b)	effecting, maintaining or renewing any such insurances as are referred to in Clause 25.16 (Mortgagee’s interest and
additional perils insurances) or dealing with or considering any matters relating to any such insurances,



 


and the Borrowers shall, forthwith upon demand, indemnify
the Security Agent in respect of all fees and other expenses incurred by or for the account of the Security Agent in connection
with any such report as is referred to in paragraph (a) above.


 


		25.16	Mortgagee’s interest and additional perils insurances



 


		(a)	The Security Agent shall be entitled from time to time to effect, maintain and renew a mortgagee’s interest marine insurance
and a mortgagee’s interest additional perils insurance in such amounts (but not exceeding 120 per cent. of the Loan), on
such terms, through such insurers and generally in such manner as the Security Agent acting on the instructions of the Majority
Lenders may from time to time consider appropriate.



 


		(b)	The Borrowers shall upon demand fully indemnify the Security Agent and the Lenders (as the case may be) in respect of all premiums
and other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any insurance referred
to in paragraph (a) above or dealing with, or considering, any matter arising out of any such insurance.



 


		26	SHIP UNDERTAKINGS



 


		26.1	General



 


In respect of a Ship, the undertakings in this Clause
26 (Ship Undertakings) shall apply and remain in force on and from the date of this Agreement and throughout the rest of
the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all
the Lenders) may otherwise permit.


 


		26.2	Ships’ names and registration



 


Each Borrower shall, in respect of the Ship owned
by it:


 


		(a)	keep that Ship registered in its name under an Approved Flag from time to time at its port of registration;



 


		(b)	not do or allow to be done anything as a result of which such registration might be suspended, cancelled or imperilled; and



 


		(c)	not change the name of that Ship,



 


provided that any change of flag of a Ship
shall be subject to:


 






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		(i)	that Ship being registered on an Approved Flag and remaining subject to Security securing the Secured Liabilities created by
a first priority or preferred ship mortgage on that Ship and, if appropriate, a first priority deed of covenant collateral to that
mortgage (or equivalent first priority Security) on substantially the same terms as the Mortgage on that Ship and on such other
terms and in such other form as the Facility Agent, acting with the authorisation of the Majority Lenders, shall approve or require;
and



 


		(ii)	the execution of such other documentation amending and supplementing the Finance Documents as the Facility Agent, acting with
the authorisation of the Majority Lenders, shall approve or require.



 


		26.3	Repair and classification



 


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


 


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



 


		(b)	so as to maintain the Approved Classification free of overdue recommendations and conditions affecting that Ship’s class.



 


		26.4	Modifications



 


No Borrower shall unless after consultation, and agreement,
with the Facility Agent, make any modification or repairs to, or replacement of, any Ship or equipment installed on it which would
or might materially alter the structure, type or performance characteristics of that Ship or materially reduce its value save for
changes or modifications that are required to be made in order to satisfy updated rules and regulations from time to time applicable
to that Ship.


 


		26.5	Removal and installation of parts



 


		(a)	Subject to paragraph (b) below, no Borrower shall remove any material part of any Ship, or any item of equipment installed
on any Ship unless the part or item so removed:



 


		(i)	is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item
removed;



 


		(ii)	is free from any Security in favour of any person other
than the Security Agent; and



 


		(iii)	becomes, on installation on that Ship, the property of that Borrower and subject to the security constituted by the Mortgage
on that Ship.



 


		(b)	A Borrower may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship
owned by that Borrower.



 


		26.6	Surveys



 


Each Borrower shall submit the Ship owned by it regularly
to all periodic or other surveys which may be required for classification purposes and, if so required by the Facility Agent acting
on the instructions of the Majority Lenders, provide the Facility Agent, with copies of all survey reports and, in addition, the
Facility Agent shall have the right to have a technical survey carried out at any time on each Ship and the Borrowers shall pay
the cost of 1 such survey of each Ship per year at the Facility Agent’s request.


 






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		26.7	Inspection



 


Each Borrower shall permit the Security Agent (acting
through surveyors or other persons appointed by it for that purpose) to board the Ship owned by it at all reasonable times to inspect
its condition or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections.


 


		26.8	Prevention of and release from arrest



 


		(a)	Each Borrower shall, in respect of the Ship owned by it, promptly discharge amounts due in respect of:



 


		(i)	all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against that Ship, its
Earnings or its Insurances;



 


		(ii)	all Taxes, dues and other amounts charged in respect
of that Ship, its Earnings or its Insurances; and



 


		(iii)	all other outgoings whatsoever in respect of that Ship,
its Earnings or its Insurances.



 


		(b)	Each Borrower shall immediately and, forthwith upon receiving notice of the arrest of the Ship owned by it or of its detention
in exercise or purported exercise of any lien or claim, procure its release by providing bail or otherwise as the circumstances
may require.



 


		26.9	Compliance with laws etc.



 


Each Borrower shall:


 


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



 


		(i)	relating to its business generally; and



 


		(ii)	relating to the Ship owned by it, its ownership, employment,
operation, management and registration,



 


including the ISM Code, the ISPS Code, all Environmental
Laws, all Sanctions Laws and the laws of the Approved Flag;


 


		(b)	obtain, comply with and do all that is necessary to maintain in full force and effect any Environment Approvals; and



 


		(c)	without limiting paragraph (a) above, not employ the Ship owned by it nor allow its employment, operation or management in
any manner contrary to any law or regulation including but not limited to the ISM Code, the ISPS Code, all Environmental Laws and
all Sanctions Laws.



 


		26.10	ISPS Code



 


Without limiting paragraph (a) of Clause 26.9 (Compliance
with laws etc.), each Borrower shall:


 


		(a)	procure that the Ship owned by it and the company responsible for that Ship’s compliance with the ISPS Code comply with
the ISPS Code; and



 


		(b)	maintain an ISSC for that Ship; and



 






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		(c)	notify the Facility Agent immediately in writing of any actual or threatened withdrawal, suspension, cancellation or modification
of the ISSC.



 


		26.11	Trading in war zones



 


In the event of hostilities in any part of the world
(whether war is declared or not), no Borrower shall cause or permit any Ship to enter or trade to any zone which is declared a
war zone by any government or by that Ship’s war risks insurers or which is otherwise excluded from the scope of coverage
of the obligatory insurances unless:


 


		(a)	that Ship’s war risks insurers have agreed to cover such transit or trade under the annual war risks policy on terms
and conditions not less restrictive than those already in place (it being understood the requirement for an additional premium
does not constitute a restriction); or



 


		(b)	the prior written consent of the Security Agent acting on the instructions of the Majority Lenders has been given; and



 


		(c)	that Borrower has (at its expense) effected any special, additional or modified insurance cover which the Security Agent acting
on the instructions of the Majority Lenders may require.



 


		26.12	Provision of information



 


Without prejudice to Clause 22.5 (Information:
miscellaneous) each Borrower shall, in respect of the Ship owned by it, promptly provide the Facility Agent with any information
which it requests regarding:


 


		(a)	that Ship, its employment, position and engagements;



 


		(b)	the Earnings and payments and amounts due to its master
and crew;



 


		(c)	any expenditure incurred, or likely to be incurred, in connection with the operation, maintenance or repair of that Ship and
any payments made by it in respect of that Ship;



 


		(d)	any towages and salvages; and



 


		(e)	its compliance, the Approved Manager’s compliance and the compliance of that Ship with the ISM Code and the ISPS Code,



 


and, upon the Facility Agent’s request, provide
copies of any current charter relating to that Ship, of any current guarantee of any such charter, the Ship’s Safety Management
Certificate and any relevant Document of Compliance.


 


		26.13	Notification of certain events



 


Each Borrower shall, in respect of the Ship owned
by it, immediately notify the Facility Agent by fax, confirmed forthwith by letter of:


 


		(a)	any casualty to that Ship which is or could reasonably be expected to be or to become a Major Casualty;



 


		(b)	any occurrence as a result of which that Ship has become or could reasonably be expected, by the passing of time or otherwise,
to become a Total Loss;



 


		(c)	any requisition of that Ship for hire;



 






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		(d)	any requirement or recommendation made in relation to that Ship by any insurer or classification society or by any competent
authority which is not immediately complied with;



 


		(e)	any arrest or detention of that Ship, any exercise or purported exercise of any lien on that Ship or the Earnings or any requisition
of that Ship for hire;



 


		(f)	any intended dry docking of that Ship;



 


		(g)	any Environmental Claim made against that Borrower or in connection with that Ship, or any Environmental Incident;



 


		(h)	any claim for breach of the ISM Code or the ISPS Code being made against that Borrower, an Approved Manager or otherwise in
connection with that Ship; or



 


		(i)	any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS
Code not being complied with,



 


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


 


		26.14	Restrictions on chartering, appointment of managers
etc.



 


No Borrower shall, in relation to the Ship owned by
it:


 


		(a)	let that Ship on demise charter for any period;



 


		(b)	enter into any time or consecutive voyage charter in respect of that Ship other than a Permitted Charter;



 


		(c)	appoint a manager of that Ship other than the Approved Commercial Manager and the Approved Technical Manager or agree to any
alteration to the terms of an Approved Manager’s appointment;



 


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



 


		(e)	other than in the event of a scheduled drydocking put that Ship into the possession of any person for the purpose of work being
done upon it in an amount exceeding or likely to exceed $1,000,000 (or the equivalent in any other currency) unless that person
has first given to the Security Agent and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship
or its Earnings for the cost of such work or for any other reason.



 


		26.15	Notice of Mortgage



 


Each Borrower shall keep the relevant Mortgage registered
against the Ship owned by it as a valid first priority or preferred mortgage, carry on board that Ship a certified copy of the
relevant Mortgage and place and maintain in a conspicuous place in the navigation room and the master’s cabin of that Ship
a framed printed notice stating that that Ship is mortgaged by that Borrower to the Security Agent.


 


		26.16	Sharing of Earnings



 


No Borrower shall enter into any agreement or arrangement
for the sharing of any Earnings, except for any internal agreement between a Borrower and Ardmore Shipping (Asia) Pte Limited
or pursuant to a time charter entered into by a Borrower with a third party which includes profit sharing agreements which, in
any case, are on terms approved by the Lenders or a Pool Agreement or any other pool that the Ships may be employed in from time
to time subject to the consent of the Facility Agent, acting with the authorisation of the Majority Lenders.


 






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		26.17	Inventory of Hazardous Materials



 


The Borrower shall procure that the Ship owned by
it has, from the date the Borrower is legally obliged to do so, obtained an Inventory of Hazardous Material, in respect of said
Ship which shall be maintained until the Loan has been fully repaid.


 


		26.18	Sustainable and socially responsible dismantling of
Ships



 


Each of the Obligors confirms that as long as it is
in a lending relationship with any Lender, it will ensure that any Ship or other vessel controlled by it or any other member of
the Group 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.


 


		26.19	Poseidon Principles



 


Each Borrower shall, upon the request of any Lender
and at the cost of the Borrowers, on or before 31 July in each calendar year, supply or procure the supply by the Approved Classification
Society (as specified by the relevant Lender) to such Lender of all information reasonably necessary in order for any Lender to
comply with its obligations under the Poseidon Principles in respect of the preceding year, including, without limitation, all
ship fuel oil consumption data required to be collected and reported in accordance with Regulation 22A of Annex VI and any Statement
of Compliance, together with a Carbon Intensity and Climate Alignment Certificate (or equivalent document) in each case relating
to the Ship owned by it for the preceding calendar year provided always that, for the avoidance of doubt, such information shall
be “Confidential Information” for the purposes of Clause 46 (Confidentiality) but the Obligors acknowledge that,
in accordance with the Poseidon Principles, such information will form part of the information published regarding the relevant
Lender’s portfolio climate alignment.


 


		26.20	Notification of compliance



 


Each Borrower shall promptly provide the Facility
Agent from time to time with evidence (in such form as the Facility Agent requires) that it is complying with this Clause 26 (Ship
Undertakings).


 


		27	SECURITY COVER



 


		27.1	Minimum required security cover



 


Clause 27.2 (Provision of additional security;
prepayment) applies if, at any time during the Security Period, the Facility Agent notifies the Borrowers that the Security
Value is below 130 per cent. of the Loan.


 


		27.2	Provision of additional security; prepayment



 


		(a)	If the Facility Agent serves a notice on the Borrowers under Clause 27.1 (Minimum required security cover), the Borrowers
shall, on or before the date falling one month after the date (the “Prepayment Date”) on which the Facility
Agent’s notice is served, prepay such part of the Loan as shall eliminate the shortfall.



 






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		(b)	A Borrower may, instead of making a prepayment as described in paragraph (a) above, provide, or ensure that a third party has
provided, additional security which, in the opinion of the Facility Agent acting on the instructions of the Majority Lenders,



 


		(i)	has a net realisable value at least equal to the shortfall;
and



 


		(ii)	is documented in such terms as the Facility Agent may
approve or require,



 


before the Prepayment Date; and conditional upon such
security being provided in such manner, it shall satisfy such prepayment obligation.


 


27.3       Value of additional
vessel security


 


The net realisable value of any additional security
which is provided under Clause 27.2 (Provision of additional security; prepayment) and which consists of Security over a
vessel shall be the Fair Market Value of the vessel concerned.


 


27.4       Valuations
binding


 


Any valuation under this Clause 27 (Security Cover)
shall be binding and conclusive as regards each Borrower.


 


27.5       Provision of
information


 


		(a)	Each Borrower shall promptly provide the Facility Agent and any shipbroker acting under this Clause 27 (Security Cover)
with any information which the Facility Agent or the shipbroker may request for the purposes of the valuation.



 


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



 


27.6       Prepayment
mechanism


 


Any prepayment pursuant to Clause 27.2 (Provision
of additional security; prepayment) shall be:


 


		(a)	made in accordance with the relevant provisions of Clause 7 (payment and Cancellation) but ignoring any restriction
as to prepayments being made on the last day of the Interest Period;



 


		(b)	as regards the Term Loan, applied on a pro-rata basis towards satisfaction of the Repayment Instalments for the Term Loan set
out in Clause 6.1 (Repayment of Term Loan); and



 


		(c)	as regards the Revolving Facility, be applied on a pro-rata basis towards the Advances of the Revolving Facility.



 


27.7       Provision of
valuations


 


		(a)	Each Borrower shall provide the Facility Agent with valuations of the Ship owned by it or that will be owned by it on the first
Utilisation Date and any other vessel over which additional Security has been created in accordance with Clause 27.3 (Value
of additional vessel security), from an Approved Valuer, to enable the Facility Agent to determine the Fair Market Value of
that Ship.



 


		(b)	The valuations referred to in this Clause 27.7 (Provision
of valuations) are to be obtained:



 


 



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		(i)	on or before the first Utilisation Date (not to be obtained earlier than 30 days prior to that Utilisation Date) and shown,
in respect of such Ship when not on or before that Utilisation Date, as at 30 June and 31 December of each year during the Facility
Period; or



 


		(ii)	at any other time requested by the Facility Agent (acting on the instructions of the Lenders) in its absolute discretion.



 


		(c)	The valuations referred to in paragraph (b)(i) and (b)(ii) of Clause 27.7 (Provision of valuations) shall be at the
Borrowers’ cost, but no more than twice per year, unless the valuations provided under paragraph (b)(i) and (b)(ii) of Clause
27.7 (Provision of valuations) show a breach of Clause 27.1 (Minimum required security cover) or are requested at
a time when an Event of Default has occurred and is continuing, in which case any additional valuations will be at the Borrowers’
cost.



 


28         APPLICATION OF
EARNINGS


 


28.1       Payment of
Earnings


 


Each Borrower shall ensure that,


 


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



 


		(b)	all payments by a Hedge Counterparty to that Borrower under a Hedging Agreement are paid to the Earnings Account.



 


28.2       Use of credit
balances on the Earnings Account


 


Each Borrower may withdraw moneys from the Earnings
Account in its name provided that no Default is continuing.


 


28.3       Location of
accounts


 


Each Borrower shall promptly:


 


		(a)	comply with any requirement of the Facility Agent as to the location or relocation of its Earnings Account (or any of them);
and



 


		(b)	execute any documents which the Facility Agent specifies to create or maintain in favour of the Security Agent Security over
(and/or rights of set-off, consolidation or other rights in relation to) the Earnings Accounts.



 


29          EVENTS OF DEFAULT


 


29.1       General


 


Each of the events or circumstances set out in this
Clause 29 (Events of Default) is an Event of Default except for Clause 29.18 (Acceleration) and Clause 29.19 (Enforcement
of security).


 


29.2       Non-payment


 


An Obligor does not pay on the due date any amount
payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:


 






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		(a)	its failure to pay is caused by:



 








		(i)	administrative or technical error; or



 


		(ii)	a Disruption Event; and



 


		(b)	payment is made within 3 Business Days of its due date.



 


29.3       Specific obligations


 


A breach occurs of Clause 4.4 (Waiver of conditions
precedent), Clause 23 (Financial Covenants), Clause 24.9 (Title), Clause 24.10 (Negative pledge), Clause
24.20 (Unlawfulness, invalidity and ranking; Security imperilled), Clause 24.23 (Information: sanctions), Clause
24.24 (Anti-corruption law), Clause 25.2 (Maintenance of obligatory insurances), Clause 25.3 (Terms of obligatory
insurances), Clause 25.5 (Renewal of obligatory insurances) or, save to the extent such breach is a failure to pay and
therefore subject to Clause 29.2 (Non-payment), Clause 27 (Security Cover).


 


29.4       Other obligations


 


		(a)	A Transaction Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 29.2
(Non-payment) and Clause 29.3 (Specific obligations)).



 


		(b)	No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within
10 Business Days of the Facility Agent giving notice to the Borrowers or (if earlier) any Transaction Obligor becoming aware of
the failure to comply.



 


29.5       Misrepresentation


 


Any representation or statement made or deemed to
be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Transaction Obligor under
or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made and
which has had or could reasonably be expected to have a Material Adverse Effect.


 


29.6       Cross default


 


		(a)	Any Financial Indebtedness of any Obligor is not paid when due nor within any originally applicable grace period.



 


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



 


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



 


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



 


		(e)	No Event of Default will occur under this Clause 29.6 (Cross default) if the aggregate amount of Financial Indebtedness
or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than, in respect of each Borrower,
$500,000 (or its equivalent in any other currency) and in respect of each of the Corporate Guarantor or Parent Guarantor and other
members of the Group, $2,000,000 (or its equivalent in any other currency in aggregate).



 






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29.7       Insolvency


 


		(a)	An Obligor:



 


		(i)	is unable or admits inability to pay its debts as they
fall due;



 


		(ii)	is deemed to, or is declared to, be unable to pay its
debts under applicable law;



 


		(iii)	suspends or threatens to suspend making payments on any
of its debts; or



 


		(iv)	by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding
any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.



 


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



 


		(c)	A moratorium is declared in respect of any indebtedness of any Obligor. If a moratorium occurs, the ending of the moratorium
will not remedy any Event of Default caused by that moratorium.



 


29.8       Insolvency
proceedings


 


		(a)	Any corporate action, legal proceedings or other procedure
or step is taken in relation to:



 


		(i)	the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by
way of voluntary arrangement, scheme of arrangement or otherwise) of any member of the Group other than a solvent liquidation or
reorganisation of any member of the Group which is not an Obligor;



 


		(ii)	a composition, compromise, assignment or arrangement
with any creditor of any member of the Group;



 


		(iii)	the appointment of a liquidator (other than in respect of a solvent liquidation of a member of the Group which is not an Obligor),
receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any member of the Group
or any of its assets; or



 


		(iv)	enforcement of any Security over any assets of any member of the Group, or any analogous procedure or step is taken in any jurisdiction.



 





		(b)	Paragraph (a) above shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or
dismissed within 14 days of commencement.



 


29.9       Creditors’
process


 


Any expropriation, attachment, sequestration, distress
or execution (or any analogous process in any jurisdiction) affects any asset or assets of an Obligor.


 


29.10       Ownership
of the Obligors


 


Without the prior approval of the Lenders, there
is any change in the (beneficial) ownership of an Obligor (other than the Parent Guarantor) from that advised to the Facility
Agent as at the date of this Agreement or an Obligor is not or ceases to be a Subsidiary of the Parent Guarantor.


 






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29.11       Unlawfulness,
invalidity and ranking


 


		(a)	It is or becomes unlawful for a Transaction Obligor to perform any of its obligations under the Finance Documents.



 


		(b)	Any obligation of a Transaction Obligor under the Finance Documents is not or ceases to be legal, valid, binding or enforceable
if that cessation individually or together with any other cessations materially or adversely affects the interests of the Secured
Parties under the Finance Documents.



 


		(c)	Any Finance Document ceases to be in full force and effect or to be continuing or is or purports to be determined or any Transaction
Security is alleged by a party to it (other than a Finance Party) to be ineffective.



 


		(d)	Any Transaction Security proves to have ranked after, or loses its priority to, any other Security.



 


29.12       Security imperilled


 


Any Security created or intended to be created by
a Finance Document is in any way imperilled or in jeopardy.


 


29.13       Cessation
of business


 


Any Obligor suspends or ceases to carry on (or threatens
to suspend or ceases to carry on) all or a material part of its business.


 


29.14       Expropriation


 


The authority or ability of any member of the Group
to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention,
restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any
member of the Group or any of its assets.


 


29.15       Repudiation
and rescission of agreements


 


An Obligor (or any other relevant party) rescinds
or purports to rescind or repudiates or purports to repudiate a Transaction Document or any of the Transaction Security or evidences
an intention to rescind or repudiate a Transaction Document or any Transaction Security.


 


29.16       Litigation


 


Any litigation, arbitration, administrative, governmental,
regulatory or other investigations, proceedings or disputes are commenced or threatened in relation to any of the Transaction Documents
or the transactions contemplated in any of the Transaction Documents or against any member of the Group or its assets which has
or may have a Material Adverse Effect and, for the avoidance of doubt, this clause shall not apply to any proceeding or dispute
which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement.


 


29.17       Material adverse
change


 


Any event or circumstance occurs which has had or
could reasonably be expected to have a Material Adverse Effect.


 






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29.18       Acceleration


 


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


 


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



 


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



 


		(c)	declare that all or part of the Loan be payable on demand, whereupon it shall immediately become payable on demand by the Facility
Agent acting on the instructions of the Majority Lenders,



 


and the Facility Agent may serve notices under paragraphs
(a), (b) and (c) above simultaneously or on different dates and the Security Agent may take any action referred to in Clause 29.19
(Enforcement of security) if no such notice is served or simultaneously with or at any time after the service of any of
such notice.


 


29.19       Enforcement
of security and other rights


 


On and at any time after the occurrence of an Event
of Default which is continuing the Security Agent may, and shall if so directed by the Majority Lenders, take any action which,
as a result of the Event of Default or any notice served under Clause 29.18 (Acceleration), the Security Agent is entitled
to take under any Finance Document or any applicable law or regulation.


 






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SECTION 10


 


CHANGES TO PARTIES


 


30       CHANGES TO THE
LENDERS


 


30.1       Assignments
and transfers by the Lenders


 


Subject to this Clause 30 (Changes to the Lenders),
a Lender (the “Existing Lender”) may:


 


		(a)	assign any of its rights; or



 


		(b)	transfer by novation any of its rights and obligations,



 


under the Finance Documents to another bank or financial
institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing
or investing in loans, securities or other financial assets (except for a hedge fund) (the “New Lender”) but
in no event to a member of the Group or a holding company, or holding company acting in concert, of the Parent Guarantor.


 


30.2       Conditions
of assignment or transfer


 


		(a)	The consent of the Borrowers is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer
is:



 


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



 


		(ii)	if the Existing Lender is a fund, to a fund which is
a Related Fund; or



 


		(iii)	made at a time when a Default or a Sanctions Event is
continuing,



 


in
which cases an assignment by an Existing Lender may be done freely.


 


		(b)	The consent of the Borrowers to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will
be deemed to have given its consent five Business Days after the Existing Lender has requested it unless consent is expressly refused
by that Borrower within that time.



 


		(c)	The consent of a Borrower to an assignment or transfer must not be withheld solely because the assignment or transfer may result
in an increase to any amount payable under Clause 14.3 (Mandatory Cost).



 


(d)       An assignment will
only be effective on:


 


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



 


		(ii)	performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable
laws and regulations in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly
notify to the Existing Lender and the New Lender.



 


		(e)	A transfer will only be effective if the procedure set out in Clause 30.5 (Procedure for transfer) is complied with.



 






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		(f)	If:



 


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



 


		(ii)	as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to
make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax Gross Up and Indemnities)
or 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.


 


		(g)	Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt,
that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of
the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes
effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would
have been had it remained a Lender.



 


30.3       Assignment
or transfer fee


 


The New Lender shall, on the date upon which an assignment
or transfer takes effect, pay to the Facility Agent (for its own account) a fee of $5,000 unless the assignment or transfer is
to an Affiliate of the Existing Lender.


 


30.4       Limitation
of responsibility of Existing Lenders


 


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



 


		(i)	the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security or any
other documents;



 


		(ii)	the financial condition of any Transaction Obligor;



 


		(iii)	the performance and observance by any Transaction Obligor of its obligations under the Finance Documents or any other documents;
or



 


		(iv)	the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,



 


and any representations or warranties implied by law
are excluded.


 


		(b)	Each New Lender confirms to the Existing Lender and the other Finance Parties and the Secured Parties that it:



 


		(i)	has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs
of each Transaction Obligor and its related entities in connection with its participation in this Agreement and has not relied
exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Finance Document
or the Transaction Security; and



 






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		(ii)	will continue to make its own independent appraisal of the creditworthiness of each Transaction Obligor and its related entities
throughout the Security Period.



 


		(c)	Nothing in any Finance Document obliges an Existing Lender
to:



 


		(i)	accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under
this Clause 30 (Changes to the Lenders); or



 


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



 


30.5       Procedure for
transfer


 


		(a)	Subject to the conditions set out in Clause 30.2 (Conditions of assignment or transfer), a transfer is effected in accordance
with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the
Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below as soon as reasonably practicable
after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with this Agreement and delivered
in accordance with this Agreement, execute that Transfer Certificate.



 


		(b)	The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New
Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all
applicable laws and regulations in relation to the transfer to such New Lender.



 


(c)       Subject to Clause
30.9 (Pro rata interest settlement), on the Transfer Date:


 


		(i)	to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations
under the Finance Documents and in respect of the Transaction Security, each of the Obligors and the Existing Lender shall be released
from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective
rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the
 “Discharged Rights and Obligations”);



 


		(ii)	each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another
which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired
the same in place of that Obligor and the Existing Lender;



 


		(iii)	the Facility Agent, the Security Agent, each Mandated Lead Arranger, the Documentation Agent, the New Lender and other Lenders
shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as
they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or
assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent, the each Mandated Lead Arranger,
the Documentation Agent and the Existing Lenders shall each be released from further obligations to each other under the Finance
Documents; and



 






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		(iv)	the New Lender shall become a Party as a “Lender”.



 


30.6       Procedure for
assignment


 


		(a)	Subject to the conditions set out in Clause 30.2 (Conditions of assignment or transfer) an assignment may be effected
in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered
to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably
practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this
Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.



 


		(b)	The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the
New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under
all applicable laws and regulations in relation to the assignment to such New Lender.



 


		(c)	Subject to Clause 30.9 (Pro rata interest settlement),
on the Transfer Date:



 


		(i)	the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction
Security expressed to be the subject of the assignment in the Assignment Agreement;



 


		(ii)	the Existing Lender will be released from the obligations (the “Relevant Obligations”) expressed to be the
subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction
Security); and



 


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



 


		(d)	Lenders may utilise procedures other than those set out in this Clause 30.6 (Procedure for assignment) to assign their
rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with Clause 30.5
(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
30.2 (Conditions of assignment or transfer).



 


30.7       Copy of Transfer
Certificate or Assignment Agreement to Borrowers


 


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


 


30.8       Security over
Lenders’ rights


 


In addition to the other rights provided to Lenders
under this Clause 30 (Changes to the Lenders), each Lender may without consulting with or obtaining consent from any Obligor,
at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its
rights under any Finance Document to secure obligations of that Lender including, without limitation:


 


		(a)	any charge, assignment or other Security to secure obligations
to a federal reserve or central bank; and



 






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		(b)	in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives
of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,



 


except that no such charge, assignment or Security
shall:


 


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



 


		(ii)	require any payments to be made by 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.



 


30.9       Pro rata interest
settlement


 


If the Facility Agent has notified the Lenders
that it is able to distribute interest payments on a “pro rata basis” to Existing Lenders and New Lenders
then (in respect of any transfer pursuant to Clause 30.5 (Procedure for transfer) or any assignment pursuant to Clause
30.6 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and
is not on the last day of an Interest Period):


 


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



 


		(b)	The rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the
avoidance of doubt:



 


		(i)	when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and



 


		(ii)	the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 30.9
(Pro rata interest settlement), have been payable to it on that date, but after deduction of the Accrued Amounts.



 


		(c)	An Existing Lender which retains the right to the Accrued Amounts pursuant to this Clause 30.9 (Pro rata interest settlement)
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.



 


30.10       Replacement
of Lender by Borrowers


 


		(a)	The Borrowers may, at any time (other than where an Event of Default or a Potential Event of Default has occurred and is continuing)
in respect of:



 


		(i)	a Lender whose costs of funds charged to the Borrowers are (in the Borrowers’ reasonable opinion) materially higher than
those of the other Lenders generally;



 


		(ii)	a Lender which is a Defaulting Lender; or



 






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		(iii)	a Lender which
is a Non-Consenting Lender,
	 	 	 
	 	 	by giving 10 Business Days’ notice to the
                                                                                   Facility Agent and that Lender (the “Outgoing Lender”) replace the Outgoing Lender by requiring it to (and
                                                                                   the Outgoing Lender must) transfer in accordance with Clause 30.5 (Procedure for transfer) all (and not part only) of
                                                                                   its rights and obligations under this Agreement to a Lender or other bank (a “Replacement Lender”)
                                                                                   selected by the Borrowers and which is acceptable to the Facility Agent (acting reasonably) for a purchase price in cash
                                                                                   payable at the time of transfer equal to the outstanding principal amount of the Outgoing Lender’s Contribution and all
                                                                                   accrued interest, break costs and other amounts payable in relation to that Contribution under this Agreement and the other
                                                                                   Finance Documents.



 


		(b)	Any transfer of rights and obligations of an Outgoing Lender under this Clause is subject to the following conditions:



 


		(i)	neither the Facility Agent nor the Outgoing Lender will have any obligation to the Borrowers to find a Replacement Lender;



 


		(ii)	the transfer must take place no later than 10 Business
Days after the Borrowers’ notice referred to above; and



 


		(iii)	in no event will the Outgoing Lender be required to pay
or surrender to the Replacement Lender any of the fees received by the Outgoing Lender under this Agreement and the other Finance
Documents.



 


31       CHANGES TO THE
OBLIGORS


 


No Obligor may assign any of its rights or transfer
any of its rights or obligations under the Finance Documents.


 






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SECTION 11


 


THE FINANCE PARTIES


 


32       THE FACILITY
AGENT, THE MANDATED LEAD ARRANGERS AND THE DOCUMENTATION AGENT


 


32.1       Appointment
of the Facility Agent


 


		(a)	Each other Finance Party appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.



 


		(b)	Each other Finance Party authorises the Facility Agent to exercise the rights, powers, authorities and discretions specifically
given to the Facility Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers,
authorities and discretions.



 


32.2       Duties of the
Facility Agent


 


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



 


		(b)	Without prejudice to Clause 30.7 (Copy of Transfer Certificate or Assignment Agreement to Borrowers), paragraph (a)
above shall not apply to any Transfer Certificate or to any Assignment Agreement.



 


		(c)	Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy,
accuracy or completeness of any document it forwards to another Party.



 


		(d)	If the Facility 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.



 


		(e)	If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance
Party (other than the Facility Agent or a Mandated Lead Arranger or the Security Agent or the Documentation Agent) under this Agreement
it shall promptly notify the other Finance Parties.



 


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



 


32.3       Role of the
Mandated Lead Arrangers and Documentation Agent


 


Except as specifically provided in the Finance Documents,
neither the Documentation Agent nor any Mandated Lead Arranger has any obligations of any kind to any other Party under, or in
connection with, any Finance Document.


 


32.4       No fiduciary
duties


 


		(a)	The Facility Agent shall not have any liability to any person in respect of its obligations and duties under this Agreement
or the other Finance Documents except as expressly set out in Clause 32.5 (Application of receipts), and as excluded or
limited by Clauses 32.8 (Majority Lenders’ instructions), 32.9 (Responsibility for documentation), 32.10
(Exclusion of liability), 32.11 (Lenders’ indemnity to the Facility Agent) and 32.18 (Full freedom
to enter into transactions).



 






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		(b)	The provisions of paragraph (a) above shall apply even if, notwithstanding and contrary to paragraph (a) above, any provision
of this Agreement or any other Finance Document by operation of law has the effect of constituting the Facility Agent as a fiduciary.



 


		(c)	Nothing in the Finance Documents constitutes the Facility Agent, either Mandated Lead Arranger or the Documentation Agent a
trustee of any other person.



 


		(d)	None of the Facility Agent, the Security Agent nor either Mandated Lead Arranger nor the Documentation 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.



 


32.5       Application
of receipts


 


Except as expressly stated to the contrary in any
Finance Document, any moneys which the Facility Agent receives or recovers in its capacity as Facility Agent shall be applied by
the Facility Agent in accordance with Clause 37.5 (Application of receipts; partial payments).


 


32.6       Business with
the Group


 


The Facility Agent, either Mandated Lead Arranger
and the Documentation Agent may accept deposits from, lend money to, and generally engage in any kind of banking or other business
with, any member of the Group.


 


32.7       Rights and
discretions of the Facility Agent


 


(a)          The Facility Agent
may rely on:


 


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



 


		(ii)	any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably
be assumed to be within his knowledge or within his power to verify.



 


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



 


		(i)	no Default has occurred (unless it has actual knowledge
of a Default arising under Clause 29.2 (Non-payment));



 


		(ii)	any right, power, authority or discretion vested in any
Party or the Majority Lenders has not been exercised; and



 


		(iii)	any notice or request made by any Borrower (other than the Utilisation Request or a Selection Notice) is made on behalf of
and with the consent and knowledge of all the Obligors.



 


		(c)	The Facility Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.



 


		(d)	The Facility Agent may act in relation to the Finance Documents through its personnel and agents.



 


		(e)	The Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this
Agreement.



 






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		(f)	Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor either Mandated
Lead Arranger nor the Documentation 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.



 


32.8       Majority Lenders’
instructions


 


		(a)	Unless a contrary indication appears in a Finance Document,
the Facility Agent shall:



 


		(i)	exercise any right, power, authority or discretion vested in it as Servicing Party in accordance with any instructions given
to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority
or discretion vested in it as a Servicing Party); and



 


		(ii)	not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of
the Majority Lenders.



 


		(b)	Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding
on all the Finance Parties.



 


		(c)	The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate,
the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated
VAT) which it may incur in complying with the instructions.



 


		(d)	In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders), the Facility Agent shall not be
obliged to take any action (or refrain from taking action) (even if it considers acting or not acting to be in the best interests
of the Lenders). The Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.



 


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



 


32.9       Responsibility
for documentation


 


Neither the Facility Agent nor either Mandated Lead
Arranger nor the Documentation Agent:


 


		(a)	is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the
Facility Agent, either Mandated Lead Arranger, the Documentation Agent, an Obligor or any other person given in, or in connection
with, any Transaction Document;



 


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



 


		(c)	is responsible for 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.



 






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32.10      Exclusion
of liability


 


		(a)	Without limiting paragraph (b) below (and without prejudice to the provisions of paragraph (e) of Clause 37.11 (Disruption
to Payment Systems etc.), the Facility Agent will not be liable for any action taken by it under or in connection with any
Finance Document or the Transaction Security, unless directly caused by its gross negligence or wilful misconduct.



 


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



 


		(c)	The Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required
under the Finance Documents to be paid by it if it 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 it for that purpose.



 


		(d)	Nothing in this Agreement shall oblige the Facility Agent or either Mandated Lead Arranger or the Documentation Agent to carry
out any “know your customer” or other checks in relation to any person on behalf of any Lender and each Lender confirms
to the Facility Agent, either Mandated Lead Arranger and the Documentation 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 Facility Agent, either
Mandated Lead Arranger or the Documentation Agent.



 


32.11       Lenders’
indemnity to the Facility Agent


 


Each Lender shall (in proportion to its share of the
Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their
reduction to zero) indemnify the Facility Agent, within three Business Days of demand, against any cost, loss or liability incurred
by the Facility Agent (otherwise than by reason of its gross negligence or wilful misconduct) (or, in the case of any cost, loss
or liability pursuant to Clause 37.11 (Disruption to Payment Systems etc.) notwithstanding the Facility Agent’s negligence,
gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent)
in acting as Facility Agent under the Finance Documents (unless the Facility Agent has been reimbursed by an Obligor pursuant to
a Finance Document).


 


32.12      Resignation
of the Facility Agent


 


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



 


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



 


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



 


		(d)	The retiring Facility Agent shall, at its own cost, make available to the successor Facility Agent such documents and records
and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions
Facility Agent under the Finance Documents.



 






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



 


		(f)	Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect
of the Finance Documents but shall remain entitled to the benefit of this Clause 32 (The Facility Agent, the Mandated
Lead Arrangers and the Documentation Agent) and any other provisions of a Finance Document which are expressed to limit or
exclude its liability in acting as Facility Agent. Any successor and each of the other Parties shall have the same rights and obligations
amongst themselves as they would have had if such successor had been an original Party.



 


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



 


		(h)	The consent of any Borrower (or any other Obligor) is not required for an assignment or transfer of rights and/or obligations
by the Facility Agent.



 


		(i)	The Facility Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable
endeavours to appoint a successor Facility Agent pursuant to paragraph (c) above) if on or after the date which is three months
before the earliest FATCA Application Date relating to any payment to the Facility Agent under the Finance Documents, either:



 


		(i)	the Facility Agent fails to respond to a request under Clause 12.7 (FATCA Information) and a Borrower or a Lender reasonably
believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application
Date;



 


		(ii)	the information supplied by the Facility Agent pursuant to Clause 12.7 (FATCA Information) indicates that the Facility
Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or



 


		(iii)	the Facility Agent notifies the Borrowers and the Lenders that the Facility Agent will not be (or will have ceased to be) a
FATCA Exempt Party on or after that FATCA Application Date;



 


		(j)	and (in each case) the Borrowers or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that
would not be required if the Facility Agent were a FATCA Exempt Party, and the Borrowers or that Lender, by notice to the Facility
Agent, requires it to resign.



 


32.13     Confidentiality


 


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



 


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



 






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32.14      Relationship
with the Lenders


 


		(a)	Subject to Clause 30.9 (Pro rata interest settlement), the Facility Agent may treat the person shown in its records
as Lender or Hedge Counterparty at the opening of business (in the place of the Facility Agent’s principal office as notified
to the Finance Parties from time to time) as the Lender acting through its Facility Office or, as the case may be, the Hedge Counterparty:



 


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



 


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



 


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


 


		(b)	Each Lender shall supply the Facility Agent with any information required by the Facility Agent in order to calculate the Mandatory
Cost.



 


		(c)	Each Lender and each Hedge Counterparty shall supply the Facility Agent with any information that the Security Agent may reasonably
specify (through the Facility Agent) as being necessary or desirable to enable the Security Agent to perform its functions as Security
Agent. Each Lender and Hedge Counterparty shall deal with the Security Agent exclusively through the Facility Agent and shall not
deal directly with the Security Agent.



 


		(d)	Any Lender may by notice to the Facility Agent appoint a person to receive on its behalf all notices, communications, information
and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number
and (where communication by electronic mail or other electronic means is permitted under Clause 39.5 (Electronic communication))
electronic mail address and/or any other information required to enable the sending and receipt 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 notification
of a substitute address, fax number, electronic mail address, department and officer by that Lender for the purposes of Clause
39.2 (Addresses) and paragraph (a)(iii) of Clause 39.5 (Electronic communication) and the Facility Agent shall be
entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as
though that person were that Lender.



 


32.15     Credit appraisal
by the Lenders


 


Without affecting the responsibility of any Transaction
Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender and Hedge Counterparty
confirms to the Facility Agent, each Mandated Lead Arranger and the Documentation 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 Finance Document including but not limited to:


 


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



 


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



 






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		(c)	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 Finance Document or the Transaction Security, the transactions contemplated by the Finance Documents
or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with
any Finance Document;



 


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



 


		(e)	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 of the Transaction Security or the existence of any Security affecting the Charged Property.



 


32.16     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 Facility Agent shall (in consultation with the Borrowers)
appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.


 


32.17     Deduction
from amounts payable by the Facility Agent


 


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


 


32.18     Full freedom
to enter into transactions


 


Notwithstanding any rule of law or equity to the contrary,
the Facility Agent shall be absolutely entitled:


 


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



 


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



 


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



 


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



 


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



 


and, in particular, the Facility Agent shall be
absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in
connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing
legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain
from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to
retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.


 






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33       THE SECURITY
AGENT


 


33.1       Trust


 


		(a)	The Security Agent declares that it shall hold the Security Property on trust for the Secured Parties on the terms contained
in this Agreement and shall deal with the Security Property in accordance with this Clause 33 (The Security Agent) and the
other provisions of the Finance Documents.



 


		(b)	Each of the parties to this Agreement agrees that the Security Agent shall have only those duties, obligations and responsibilities
expressly specified in this Agreement or in the Finance Documents (and no others shall be implied).



 


		(c)	The Security Agent shall not have any liability to any person in respect of its duties, obligations and responsibilities under
this Agreement or the other Finance Documents except as expressly set out in paragraph (a) of Clause 33.1 (Trust) and as
excluded or limited by this Clause 33 (The Security Agent) including in particular Clause 33.8 (Instructions to Security
Agent and exercise of discretion), Clause 33.13 (Responsibility for documentation), Clause 33.14 (Exclusion of liability),
Clause 33.16 (Lenders’ indemnity to the Security Agent), Clause 33.23 (Business with the Group) and
Clause 33.28 (Full freedom to enter into transactions).



 


33.2       Parallel Debt
(Covenant to pay the Security Agent)


 


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



 


		(b)	The Parallel Debt of an Obligor:



 


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



 


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



 


		(c)	For purposes of this Clause 33.2 (Parallel Debt (Covenant to pay the Security Agent))), the Security Agent:



 


		(i)	is the independent and separate creditor of each Parallel
Debt;



 


		(ii)	acts in its own name and not as agent, representative or trustee of the Finance Parties and its claims in respect of each Parallel
Debt shall not be held on trust; and



 


		(iii)	shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation,
through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency
proceeding).



 


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



 


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



 






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		(ii)	increased to the extent that its Corresponding Debt has
increased,



 


and the Corresponding Debt of an Obligor shall be:


 


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



 


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



 


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


 


		(e)	All amounts received or recovered by the Security Agent in connection with this Clause 33.2 (Parallel Debt (Covenant to
pay the Security Agent)) to the extent permitted by applicable law, shall be applied in accordance with Clause 37.5



(Application of receipts; partial payments).


 


		(f)	This Clause 33.2 (Parallel Debt (Covenant to pay the Security Agent)) shall apply, with any necessary modifications,
to each Finance Document.



 


		33.3	No independent power



 


The Secured Parties shall not have any independent
power to enforce, or have recourse to, any of the Transaction Security or to exercise any rights or powers arising under the Finance
Documents creating the Transaction Security except through the Security Agent.


 


		33.4	Application of receipts



 


		(a)	Except as expressly stated to the contrary in any Finance Document, any moneys which the Security Agent receives or recovers
and which are, or are attributable to, Security Property (for the purposes of this Clause 33 (The Security Agent), the “Recoveries”)
shall be transferred to the Facility Agent for application in accordance with Clause 37.5 (Application of receipts; partial
payments).



 


		(b)	Paragraph (a) above is without prejudice to the rights of the Security Agent, each Receiver and each Delegate:



 


		(i)	under Clause 14.6 (Indemnity to the Security Agent)
to be indemnified out of the Charged Property; and



 


		(ii)	under any Finance Document to credit any moneys received
or recovered by it to any suspense account.



 


		(c)	Any transfer by the Security Agent to the Facility Agent in accordance with paragraph (a) above shall be a good discharge,
to the extent of that payment, by the Security Agent.



 


		(d)	The Security Agent is under no obligation to make the payments to the Facility Agent under paragraph (a) of this Clause 33.4
(Application of receipts) in the same currency as that in which the obligations and liabilities owing to the relevant Finance
Party are denominated.



 


		33.5	Deductions from receipts



 


		(a)	Before transferring any moneys to the Facility Agent under Clause 33.4 (Application of receipts), the Security Agent
may, in its discretion:



 






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		(i)	deduct any sum then due and payable under this Agreement or any other Finance Documents to the Security Agent or any Receiver
or Delegate and retain that sum for itself or, as the case may require, pay it to another person to whom it is then due and payable;



 


		(ii)	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



 


		(iii)	pay all Taxes which may be assessed against it in respect of any of the Security Property, or as a consequence of performing
its duties, or by virtue of its capacity as Security Agent under any of the Finance Documents or otherwise (other than in connection
with its remuneration for performing its duties under this Agreement).



 


		(b)	For the purposes of paragraph (a)(i) above, if the Security Agent has become entitled to require a sum to be paid to it on
demand, that sum shall be treated as due and payable, even if no demand has yet been served.



 


		33.6	Prospective liabilities



 


Following acceleration of any of the Transaction Security,
the Security Agent may, in its discretion, or at the request of the Facility Agent, hold any Recoveries in an interest bearing
suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for
so long as the Security Agent shall think fit (the interest being credited to the relevant account) for later payment to the Facility
Agent for application in accordance with Clause 37.5 (Application of receipts; partial payments) in respect of:


 


		(a)	any sum to the Security Agent, any Receiver or any Delegate;
and



 


		(b)	any part of the Secured Liabilities,



 


that the Security Agent or, in the case of paragraph
(b) only, the Facility Agent, reasonably considers, in each case, might become due or owing at any time in the future.


 


		33.7	Investment of proceeds



 


Prior to the payment of the proceeds of the Recoveries
to the Facility Agent for application in accordance with Clause 37.5 (Application of receipts; partial payments) the Security
Agent may, in its discretion, hold all or part of those proceeds in an interest bearing suspense or impersonal account(s) in the
name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think
fit (the interest being credited to the relevant account) pending the payment from time to time of those moneys in the Security
Agent’s discretion in accordance with the provisions of this Clause 33.7 (Investment of proceeds).


 


		33.8	Instructions to Security Agent and exercise of discretion



 


		(a)	Subject to paragraph (d) below, the Security Agent shall act in accordance with any instructions given to it by the Facility
Agent (acting on the instructions of the Majority Lenders or all the Lenders (as appropriate)) or, if so instructed by the Facility
Agent (acting on the instructions of the Majority Lenders or all the Lenders (as appropriate)), refrain from exercising any right,
power, authority or discretion vested in it as Security Agent and shall be entitled to assume that:



 






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		(i)	any instructions received by it from the Facility Agent (acting on the instructions of the Majority Lenders or all the Lenders
(as appropriate)) are duly given in accordance with the terms of the Finance Documents; and



 


		(ii)	unless it has received actual notice of revocation, that
those instructions or directions have not been revoked.



 


		(b)	The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Facility Agent (acting
on the instructions of the Majority Lenders or all the Lenders (as appropriate)) as to whether, and in what manner, it should exercise
or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless
and until those instructions or clarification are received by it.



 


		(c)	Any instructions given to the Security Agent by the Facility Agent (acting on the instructions of the Majority Lenders or all
the Lenders (as appropriate)) shall override any conflicting instructions given by any other Party.



 


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



 


		(i)	where a contrary indication appears in this Agreement;



 


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



 


		(iii)	in respect of any provision which protects the Security Agent’s own position in its personal capacity as opposed to its
role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 33.10 (Security
Agent’s discretions) to Clause 33.28 (Full freedom to enter into transactions); and



 


		(iv)	in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of Clause
33.5 (Deductions from receipts) and Clause 33.6 (Prospective liabilities).



 


		33.9	Security Agent’s Actions



 


Without prejudice to the provisions of Clause 33.4
(Application of receipts), the Security Agent may (but shall not be obliged to), in the absence of any instructions to the
contrary, take such action in the exercise of any of its powers and duties under the Finance Documents as it considers in its discretion
to be appropriate.


 


		33.10	Security Agent’s discretions



 


		(a)	The Security Agent may:



 


		(i)	assume (unless it has received actual notice to the contrary from the Facility Agent) that (i) no Default has occurred and
no Obligor is in breach of or default under its obligations under any of the Finance Documents and (ii) any right, power, authority
or discretion vested by any Finance Document in any person has not been exercised;



 


		(ii)	any notice or request made by any Borrower (other than the Utilisation Request or a Selection Notice) is made on behalf of
and with the consent and knowledge of all the Obligors;



 






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		(iii)	if it receives any instructions or directions to take any action in relation to the Transaction Security, assume that all applicable
conditions under the Finance Documents for taking that action have been satisfied;



 


		(iv)	engage, pay for and rely on the advice or services of any legal advisers, accountants, tax advisers, surveyors or other experts
(whether obtained by the Security Agent or by any other Secured Party) whose advice or services may at any time seem necessary,
expedient or desirable;



 


		(v)	act in relation to the Finance Documents through its
personnel and agents;



 


		(vi)	disclose to any other Party any information it reasonably believes it has received as security agent under this Agreement;



 


		(vii)	rely upon any communication or document believed by it to be genuine and, as to any matters of fact which might reasonably
be expected to be within the knowledge of a Secured Party or an Obligor, upon a certificate signed by or on behalf of that person;
and



 


		(viii)	refrain from acting in accordance with the instructions of any Party (including bringing any legal action or proceeding arising
out of or in connection with the Finance Documents) until it has received any indemnification and/or security that it may in its
discretion require (whether by way of payment in advance or otherwise) for all costs, losses and liabilities which it may incur
in so acting.



 


		(b)	Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent is not obliged to do or omit
to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary
duty or duty of confidentiality.



 


		33.11	Security Agent’s obligations



 


The Security Agent shall promptly:


 


		(a)	copy to the Facility Agent the contents of any notice or document received by it from any Obligor under any Finance Document;



 


		(b)	forward to a Party the original or a copy of any document which is delivered to the Security Agent for that Party by any other
Party provided that, except where a Finance Document expressly provides otherwise, the Security Agent is not obliged to review
or check the adequacy, accuracy or completeness of any document it forwards to another Party; and



 


		(c)	inform the Facility Agent of the occurrence of any Default or any default by a Debtor in the due performance of or compliance
with its obligations under any Finance Document of which the Security Agent has received notice from any other party to this Agreement.



 


		33.12	Excluded obligations



 


Notwithstanding anything to the contrary expressed
or implied in the Finance Documents, the Security Agent shall not:


 


		(a)	be bound to enquire as to (i) whether or not any Default has occurred or (ii) the performance, default or any breach by a Transaction
Obligor of its obligations under any of the Finance Documents;



 






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		(b)	be bound to account to any other Party for any sum or the profit element of any sum received by it for its own account;



 


		(c)	be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential information
or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach
of fiduciary duty;



 


		(d)	have or be deemed to have any relationship of trust or
agency with, any Obligor.



 


		33.13	Responsibility for documentation



 


None of the Security Agent, any Receiver nor any Delegate
shall accept responsibility or be liable for:


 


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



 


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



 


		(c)	any losses to any person or any liability arising as a result of taking or refraining from taking any action in relation to
any of the Finance Documents, the Security Property or otherwise, whether in accordance with an instruction from the Facility Agent
or otherwise unless directly caused by its gross negligence or wilful misconduct;



 


		(d)	the exercise of, or the failure to exercise, any judgment, discretion or power given to it by or in connection with any of
the Finance Documents, the Security Property or any other agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with, the Finance Documents or the Security Property; or



 


		(e)	any shortfall which arises on the enforcement or realisation
of the Security Property.



 


		33.14	Exclusion of liability



 


		(a)	Without limiting Clause 33.15 (No proceedings), none of the Security Agent, any Receiver or any Delegate will be liable
for any action taken by it or not taken by it under or in connection with any Finance Document or the Transaction Security, unless
directly caused by its gross negligence or wilful misconduct.



 


		(b)	The Security Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required
under the Finance Documents to be paid by it if it 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 it for that purpose.



 


		(c)	Nothing in this Agreement shall oblige the Security Agent to carry out any “know your customer” or other checks
in relation to any person on behalf of any Lender and each Lender confirms to the Security Agent that it is solely responsible
for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the
Security Agent.



 






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		33.15	No proceedings



 


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


 


		33.16	Lenders’ indemnity to the Security Agent



 


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


 


		33.17	Own responsibility



 


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


 


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



 


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



 


		(c)	whether that Secured Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective
assets under or in connection with any Finance Document, the Security Property, the transactions contemplated by the Finance 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 the Security Property;



 


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



 


		(e)	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 of the Transaction Security or the existence of any Security affecting the Charged Property,



 


and each Secured Party warrants to the Security Agent
that it has not relied on and will not at any time rely on the Security Agent in respect of any of these matters.


 


		33.18	No responsibility to perfect Transaction Security



 


The Security Agent shall not be liable for any failure
to:


 






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		(a)	require the deposit with it of any deed or document certifying, representing or constituting the title of any Transaction Obligor
to any of the Charged Property;



 


		(b)	obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility
in evidence of any of the Finance Documents or the Transaction Security;



 


		(c)	register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security)
under any applicable laws in any jurisdiction or to give notice to any person of the execution of any of the Finance Documents
or of the Transaction Security;



 


		(d)	take, or to require any of the Transaction Obligors to take, any steps to perfect its title to any of the Charged Property
or to render the Transaction Security effective or to secure the creation of any ancillary Security under the laws of any jurisdiction;
or



 


		(e)	require any further assurances in relation to any of the Finance Documents creating the Transaction Security.



 


		33.19	Insurance by Security Agent



 


		(a)	The Security Agent shall not be under any obligation to insure any of the Charged Property, to require any other person to
maintain any insurance or to verify any obligation to arrange or maintain insurance contained in the Finance Documents. The Security
Agent shall not be responsible for any loss which may be suffered by any person as a result of the lack of or inadequacy of any
such insurance.



 


		(b)	Where the Security Agent is named on any insurance policy as an insured party, it shall not be responsible for any loss which
may be suffered by reason of, directly or indirectly, its failure to notify the insurers of any material fact relating to the risk
assumed by such insurers or any other information of any kind, unless the Facility Agent shall have requested it to do so in writing
and the Security Agent shall have failed to do so within 14 days after receipt of that request.



 


		33.20	Custodians and nominees



 


The Security Agent may appoint and pay any person
to act as a custodian or nominee on any terms in relation to any assets of the trust as the Security Agent may determine, including
for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under this Agreement
and the Security Agent shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by
reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise
the proceedings or acts of any person.


 


		33.21	Acceptance of title



 


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


 


		33.22	Refrain from illegality



 


Notwithstanding anything to the contrary expressed
or implied in the Finance Documents, the Security Agent may refrain from doing anything which in its opinion will or may be contrary
to any relevant law, directive or regulation of any jurisdiction and the Security Agent may do anything which is, in its opinion,
necessary to comply with any such law, directive or regulation.


 






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		33.23	Business with the Group



 


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


 


		33.24	Winding up of trust



 


If the Security Agent, with the approval of the Facility
Agent determines that (a) all of the Secured Liabilities and all other obligations secured by the Finance Documents creating the
Transaction Security have been fully and finally discharged and (b) none of the Secured Parties is under any commitment, obligation
or liability (actual or contingent) to make advances or provide other financial accommodation to any Obligor pursuant to the Finance
Documents:


 


		(a)	the trusts set out in this Agreement shall be wound up and the Security Agent shall release, without recourse or warranty,
all of the Transaction Security and the rights of the Security Agent under each of the Finance Documents creating the Transaction
Security; and



 


		(b)	any Retiring Security Agent shall release, without recourse or warranty, all of its rights under each of the Finance Documents
creating the Transaction Security.



 


		33.25	Powers supplemental



 


The rights, powers and discretions conferred upon
the Security Agent by this Agreement shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to
any which may be vested in the Security Agent by general law or otherwise.


 


		33.26	Trustee division separate



 


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



 


		(b)	If information is received by another division or department of the Security Agent, it may be treated as confidential to that
division or department and the Security Agent shall not be deemed to have notice of it nor shall it be obliged to disclose such
information to any Party.



 


		33.27	Disapplication



 


In addition to its rights under or by virtue of this
Agreement and the other Finance Documents, the Security Agent shall have all the rights conferred on a trustee by the Trustee Act
1925, the Trustee Delegation Act 1999, the Trustee Act 2000 and by general law or otherwise, provided that:


 


		(a)	section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the trusts constituted
by this Agreement and the other Finance Documents; and



 


		(b)	where there are any inconsistencies between (i) the Trustee Acts 1925 and 2000 and (ii) the provisions of this Agreement and
any other Finance Document, the provisions of this Agreement and any other Finance Document shall, to the extent allowed by law,
prevail and, in the case of any inconsistency with the Trustee Act 2000, such provisions shall constitute a restriction or exclusion
for the purposes of the Trustee Act 2000.



 


		33.28	Full freedom to enter into transactions



 


Notwithstanding any rule of law or equity to the contrary,
the Security Agent shall be absolutely entitled:


 






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



 


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



 


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



 


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



 


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



 


and, in particular, each Servicing Party shall be
absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection
with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information
or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions
or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits
derived from the dealings transactions or other matters.


 


		33.29	Resignation of the Security Agent



 


		(a)	The Security Agent may resign and appoint one of its affiliates as successor by giving notice to the Borrowers and each Finance
Party.



 


		(b)	Alternatively the Security Agent may resign by giving notice to the other Parties in which case the Majority Lenders may appoint
a successor Security Agent.



 


		(c)	If the Majority Lenders have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 days
after the notice of resignation was given, the Security Agent (after consultation with the Facility Agent) may appoint a successor
Security Agent.



 


		(d)	The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost, make available to the
successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably
request for the purposes of performing its functions as Security Agent under the Finance Documents.



 


		(e)	The Security Agent’s resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer,
by way of a document expressed as a deed, of all of the Security Property to that successor.



 


		(f)	Upon the appointment of a successor, the Retiring Security Agent shall be discharged, by way of a document executed as a deed,
from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 33.24
(Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the
Security Agent, remain entitled to the benefit of Clause 33 (The Security Agent), Clause 14.6 (Indemnity to the Security
Agent), Clause 33.16 (Lenders’ indemnity to the Security Agent) and any other provisions of a Finance Document
which are expressed to limit or exclude its liability in acting as Security Agent. Its successor and each of the other Parties
shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party.



 






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



 


		(h)	The consent of any Borrower (or any other Obligor) is not required for an assignment or transfer of rights and/or obligations
by the Security Agent.



 


		33.30	Delegation



 


		(a)	Each of the Security Agent, any Receiver and any Delegate may, at any time, delegate by power of attorney or otherwise to any
person for any period, all or any of the rights, powers and discretions vested in it by any of the Finance Documents.



 


		(b)	That delegation may be made upon any terms and conditions (including the power to sub delegate) and subject to any restrictions
that the Security Agent, that Receiver or that Delegate (as the case may be) may, in its discretion, think fit in the interests
of the Secured Parties and it shall not be bound to supervise, or be in any way responsible for any loss incurred by reason of
any misconduct or default on the part of any such delegate or sub delegate.



 


		33.31	Additional Security Agents



 


		(a)	The Security Agent may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee
jointly with it:



 


		(i)	if it considers that appointment to be in the interests
of the Secured Parties; or



 


		(ii)	for the purposes of conforming to any legal requirements, restrictions or conditions which the Security Agent deems to be relevant;
or



 


		(iii)	for obtaining or enforcing any judgment in any jurisdiction,



 


and the Security Agent shall give prior notice to
the Borrowers and the Facility Agent of that appointment.


 


		(b)	Any person so appointed shall have the rights, powers and discretions (not exceeding those conferred on the Security Agent
by this Agreement) and the duties and obligations that are conferred or imposed by the instrument of appointment.



 


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



 


		34	CONDUCT OF BUSINESS BY THE FINANCE PARTIES



 


No provision of this Agreement will:


 


		(a)	interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;



 


		(b)	oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent,
order and manner of any claim; or



 


		(c)	oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect
of Tax.



 






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		35	CONTRACTUAL RECOGNITION OF BAIL-IN



 


Notwithstanding any other term of any Finance Document
or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability
of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant
Resolution Authority and acknowledges and accepts to be bound by the effect of:


 


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



 


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



 


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



 


		(iii)	a cancellation of any such liability; and



 


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



 


		36	SHARING AMONG THE FINANCE PARTIES



 


		36.1	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 37 (Payment Mechanics)
(a “Recovered Amount”) and applies that amount to a payment due to it under the Finance Documents then:


 


		(a)	the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Facility
Agent;



 


		(b)	the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party
would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with
Clause 37 (Payment Mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation
to the receipt, recovery or distribution; and



 


		(c)	the Recovering Finance Party shall, within three Business Days of demand by the Facility Agent, pay to the Facility Agent an
amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines
may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 37.5 (Application
of receipts; partial payments).



 


		36.2	Redistribution of payments



 


The Facility Agent shall treat the Sharing Payment
as if it had been paid by the relevant Obligor and distribute it among the Finance Parties (other than the Recovering Finance Party)
(the “Sharing Finance Parties”) in accordance with Clause 37.5 (Application of receipts; partial payments);
partial payments) towards the obligations of that Obligor to the Sharing Finance Parties.


 


		36.3	Recovering Finance Party’s rights



 


On a distribution by the
Facility Agent under Clause 36.2 (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.


 






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		36.4	Reversal of redistribution



 


If any part of the Sharing Payment received or recovered
by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:


 


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



 


		(b)	as between the relevant 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.



 


		36.5	Exceptions



 


		(a)	This Clause 35 (Contractual recognition of bail-in) 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.



 


		(b)	A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party
has received or recovered as a result of taking legal or arbitration proceedings, if:



 


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



 


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



 






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SECTION 12


 


ADMINISTRATION


 


		37	PAYMENT MECHANICS



 


		37.1	Payments to the Facility Agent



 


		(a)	On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender
shall make an amount equal to such payment available to the Facility Agent (unless a contrary indication appears in a Finance Document)
for value on the due date at the time and in such funds specified by the Facility Agent as being customary at the time for settlement
of transactions in the relevant currency in the place of payment.



 


		(b)	Payment shall be made to such account in the principal financial centre of the country of that currency and with such bank
as the Facility Agent, in each case, specifies.



 


		37.2	Distributions by the Facility Agent



 


Each payment received by the Facility Agent under
the Finance Documents for another Party shall, subject to Clause 37.3 (Distributions to an Obligor) and Clause 37.4 (Clawback
and pre-funding) be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive
payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as
that Party may notify to the Facility Agent by not less than five Business Days’ notice with a bank specified by that Party
in the principal financial centre of the country of that currency, as specified by that Party or, in the case of an advance of
the Loan, to such account of such person as may be specified by the Borrowers in the Utilisation Request.


 


		37.3	Distributions to an Obligor



 


The Facility Agent may (with the consent of the Obligor
or in accordance with Clause 38 (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.


 


		37.4	Clawback and pre-funding



 


		(a)	Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged
to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish
to its satisfaction that it has actually received that sum.



 


		(b)	Unless paragraph (c) below applies, if the Facility Agent pays an amount to another Party and it proves to be the case that
the Facility Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange
contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest on that amount
from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of
funds.



 


		(c)	If the Facility Agent is willing to make available amounts for the account of the Borrowers before receiving funds from the
Lenders then if and to the extent that the Facility Agent does so but it proves to be the case that it does not then receive funds
from a Lender in respect of a sum which it paid to the Borrowers:



 


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



 






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		(ii)	the Lender by whom those funds should have been made available or, if the Lender fails to do so, the Borrowers to whom that
sum was made available, shall on demand pay to the Facility Agent the amount (as certified by the Facility Agent) which will indemnify
the Facility Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from
that Lender.



 


		37.5	Application of receipts; partial payments



 


		(a)	Subject to paragraph (b) below and except as any Finance Document may otherwise provide, any payment that is received or recovered
by any Finance Party under, in connection with, or pursuant to any Finance Document shall be paid to the Facility Agent which shall
apply the same in the following order:



 


		(i)	first, in or towards payment of any amounts then due and payable under any of the Finance Documents (not including any
Hedging Agreement);



 


		(ii)	secondly, in retention by the Security Agent of an amount equal to any amount not then payable under any Finance Document
(not including any Hedging Agreement) but which the Facility Agent, by notice to the Borrowers and the other Finance Parties, states
in its opinion will or may become payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction
of them;



 


		(iii)	thirdly, in or towards payment of any amounts then due and payable under any Hedging Agreement;



 


		(iv)	fourthly, in retention by the Security Agent of an amount equal to any amount not then payable under any Hedging Agreement
but which the Facility Agent, by notice to the Borrowers and the other Finance Parties, states in its opinion will or may become
payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them; and



 


		(v)	fifthly, any surplus shall be paid to the Borrowers or to any other person who appears to be entitled to it.



 


		(b)	If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor
under the Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under the Finance
Documents in the following order:



 


		(i)	first, in or towards payment pro rata of any unpaid fees, costs and expenses of, and any other amounts owing
to, the Facility Agent, the Security Agent, any Receiver and any Delegate under the Finance Documents (not including any Hedging
Agreement);



 


		(ii)	secondly, in or towards payment of any accrued interest and fees due but unpaid to the Lenders under this Agreement;



 


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



 


		(iv)	fourthly, in or towards payment pro rata of any other sum due to any Finance Party but unpaid under the Finance
Documents (not including any Hedging Agreement);



 






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		(v)	fifthly, in or towards payment pro rata of any unpaid fees, costs and expenses of, and any other amounts owing
to any Hedge Counterparty under any Hedging Agreement;



 


		(vi)	sixthly, in or towards payment of any periodical payments (not being payments as a result of termination or closing
out) due but unpaid to the Hedge Counterparties under the Hedging Agreements; and



 


		(vii)	seventhly, in or towards payment of any payments as a result of termination or closing out due but unpaid to the Hedge
Counterparties under the Hedging Agreements.



 


		(c)	The Facility Agent shall, if so directed by the Majority Lenders and the Hedge Counterparties, vary, or instruct the Security
Agent to vary (as applicable), the order set out in paragraphs (b)(ii) to (b)(vii) above.



 


		(d)	Paragraphs (a), (b) and (c) above will override any appropriation
made by an Obligor.



 


		37.6	No set-off by Obligors



 


		(a)	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.



 


		(b)	Paragraph (a) above shall not affect the operation of any payment or close-out netting in respect of any amounts owing under
any Hedging Agreement.



 


		37.7	Business Days



 


		(a)	Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same
calendar month (if there is one) or the preceding Business Day (if there is not).



 


		(b)	During any extension of the due date for payment of any principal or an Unpaid Sum under this Agreement interest is payable
on the principal or Unpaid Sum at the rate payable on the original due date.



 


		37.8	Currency of account



 


		(a)	Subject to paragraphs (b) and (c) below, dollars is the currency of account and payment for any sum due from an Obligor under
any Finance Document.



 


		(b)	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are
incurred.



 


		(c)	Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.



 


		37.9	Change of currency



 


		(a)	Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central
bank of any country as the lawful currency of that country, then:



 


		(i)	any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that
country shall be translated into, or paid in, the currency or currency unit of that country designated
by the Facility Agent (after consultation with the Borrowers); and



 






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



 


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



 


		37.10	Currency Conversion



 


		(a)	For the purpose of, or pending any payment to be made by any Servicing Party under any Finance Document, such Servicing Party
may convert any moneys received or recovered by it from one currency to another, at a market rate of exchange.



 


		(b)	The obligations of any 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.



 


		37.11	Disruption to Payment Systems etc.



 


If either the Facility Agent determines (in its discretion)
that a Disruption Event has occurred or the Facility Agent is notified by a Borrower that a Disruption Event has occurred:


 


		(a)	the Facility Agent may, and shall if requested to do so by a Borrower, consult with the Borrowers with a view to agreeing with
the Borrowers such changes to the operation or administration of the Facilities as the Facility Agent may deem necessary in the
circumstances;



 


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



 


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



 


		(d)	any such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not it is finally determined that a
Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of
the Finance Documents notwithstanding the provisions of Clause 45 (Amendments and Waivers);



 


		(e)	the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability
whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not
including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions
pursuant to or in connection with this Clause 37.11 (Disruption to Payment Systems etc.); and



 


		(f)	the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.



 






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		38	SET-OFF



 


A Finance Party may set off any 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.


 


		39	NOTICES



 


		39.1	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.


 


		39.2	Addresses



 


The address and fax number (and the department or
officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made
or delivered under or in connection with the Finance Documents are:


 


		(a)	in the case of the Borrowers, that specified in Schedule
1 (The Parties);



 


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



 


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



 


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



 


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


 


		39.3	Delivery



 


		(a)	Any communication or document made or delivered by one person to another under or in connection with the Finance Documents
will only be effective:



 


		(i)	if by way of fax, when received in legible form; or



 


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



 


and, if a particular department
or officer is specified as part of its address details provided under Clause 39.2 (Addresses), if addressed to that department
or officer.


 


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



 






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



 


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



 


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



 


		39.4	Notification of address and fax number



 


Promptly upon receipt of notification of an address
and fax number or change of address or fax number pursuant to Clause 39.2 (Addresses) or changing its own address or fax number,
the Facility Agent shall notify the other Parties.


 


		39.5	Electronic communication



 


		(a)	Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic
mail or other electronic means, 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 and if those two Parties:



 


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



 


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



 


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



 


		(c)	Any electronic communication which becomes effective, in accordance with paragraph (b) above, after 5.00 p.m. in the place
of receipt shall be deemed only to become effective on the following day.



 


		(d)	All Finance Parties confirm that they have consented to the use of the Facility Agent’s Debtdomain systems as an accepted
method of communication under or in connection with the Finance Documents and agree that the Debtdomain system (or another electronic
collaborative website) will be the primary method of communication between the Facility Agent and the other Finance Parties. The
Finance Parties acknowledge that a communication via Debtdomain (or such other electronic collaborative website) will be effective
once the communication is posted (in a readable form) to Debtdomain (or such other electronic collaborative website) by the Facility
Agent.



 


		39.6	English language



 


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



 


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



 


		(i)	in English; or



 






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



 


		39.7	Hedging Agreement



 


Notwithstanding anything in Clause 1.1 (Definitions),
references to the Finance Documents or a Finance Document in this clause do not include any Hedging Agreement entered into by the
Borrower with the Hedge Counterparty in connection with the Facilities.


 


		40	CALCULATIONS AND CERTIFICATES



 


		40.1	Accounts



 


In any litigation or arbitration proceedings arising
out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie
evidence of the matters to which they relate.


 


		40.2	Certificates and determinations



 


Any certification or determination by a Finance Party
of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which
it relates.


 


		40.3	Day count convention



 


Any interest, commission or fee accruing under a Finance
Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days
or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice.


 


		41	PARTIAL INVALIDITY



 


If, at any time, any provision of the Finance Documents
is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity
or enforceability of the remaining provisions under the law of that jurisdiction nor the legality, validity or enforceability of
such provision under the law of any other jurisdiction will in any way be affected or impaired.


 


		42	REMEDIES AND WAIVERS



 


No failure to exercise, nor any delay in exercising,
on the part of any Secured Party, any right or remedy under the Finance Documents shall operate as a waiver of any such right or
remedy or constitute an election to affirm any of the Finance Documents. No election to affirm any of the Finance Documents on
the part of a Secured Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall
prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement
are cumulative and not exclusive of any rights or remedies provided by law.


 


		43	SETTLEMENT OR DISCHARGE CONDITIONAL



 


Any settlement or discharge under any Finance Document
between any Finance Party and any Obligor shall be conditional upon no security or payment to any Finance Party by any Obligor
or any other person being set aside, adjusted or ordered to be repaid, whether under any insolvency law or otherwise.


 






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		44	IRREVOCABLE PAYMENT



 


If the Facility Agent considers that an amount paid
or discharged by, or on behalf of, an Obligor or by any other person in purported payment or discharge of an obligation of that
Obligor to a Finance Party under the Finance Documents is capable of being avoided or otherwise set aside on the liquidation or
administration of that Obligor or otherwise, then that amount shall not be considered to have been unconditionally and irrevocably
paid or discharged for the purposes of the Finance Documents.


 


		45	AMENDMENTS AND WAIVERS



 


		45.1	Required consents



 


		(a)	Subject to Clause 45.2 (All Lender matters) and Clause 45.3 (Other exceptions) any term of the Finance Documents
may be amended or waived only with the consent of the Majority Lenders and, in the case of an amendment, the Obligors and any such
amendment or waiver will be binding on all Parties.



 


		(b)	The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 45 (Amendments
and Waivers).



 


		(c)	Without prejudice to the generality of Clause 32.7 (Rights and discretions of the Facility Agent) and Clause 33.10 (Security
Agent’s discretions), the Facility Agent may engage, pay for and rely on the services of lawyers in determining
the consent level required for and effecting any amendment, waiver or consent under this Agreement.



 


		45.2	All Lender matters



 


Subject to Clause 45.4 (Replacement of Screen Rate),
an amendment of or waiver or consent in relation to any term of any Finance Document that has the effect of changing or which relates
to:


 


		(a)	the definition of “Majority Lenders”, “Relevant Person”, “Restricted Party”, “Sanctions
Authority”, “Sanctions Event” “Sanctions Laws” or “Sanctions List” in Clause 1.1 (Definitions);



 


		(b)	a postponement to or extension of the date of payment of any amount under the Finance Documents (other than in relation to
Clause 7.4 (Voluntary prepayment of Loan) in respect of a prepayment made pursuant to Clause 27.2 (Provision of additional
security; prepayment), Clause 7.6 (Mandatory prepayment on sale or Total Loss) or Clause 7.7 (Mandatory prepayment
of Hedging Payment Proceeds);



 


		(c)	a reduction in the Margin or the amount of any payment of principal, interest, fees or commission payable;



 


		(d)	a change in currency of payment of any amount under the
Finance Documents;



 


		(e)	an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation
of Commitments reduces the Commitments rateably under the Facility;



 


		(f)	a change to any Obligor;



 


		(g)	any provision which expressly requires the consent of
all the Lenders;



 


		(h)	this Clause 45 (Amendments and Waivers);



 


		(i)	any change to the preamble (Background), Clause 2 (The Facilities), Clause 3 (Purpose), Clause 5 (Utilisation),
Clause 8 (Interest), Clause 21.34 (Sanctions), Clause 24.22 (Sanctions and
use of proceeds), Clause 24.23 (Information: sanctions), Clause 28 (Application of Earnings), Clause 29.10 (Ownership
of the Obligors), Clause 30 (Changes to the Lenders), Clause 48 (Governing Law) or Clause 49 (Enforcement);



 






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		(j)	any
                                         release of, or material variation to, any Transaction Security, guarantee, indemnity
                                         or subordination arrangement set out in a Finance Document (except in the case of a release
                                         of Transaction Security as it relates to the disposal of an asset which is the subject
                                         of the Transaction Security and where such disposal is expressly permitted by the Majority
                                         Lenders or otherwise under a Finance Document);



 


		(k)	(other
                                         than as expressly permitted by the provisions of any Finance Document), the nature or
                                         scope of:



 


		(i)	the
                                         guarantees and indemnities granted under Clause 17 (Guarantee and Indemnity –
                                         Guarantors) or Clause 20 (Guarantee and Indemnity – Hedge Guarantors)
                                         and the joint and several liability of the Guarantors under Clause 18 (Joint and Several
                                         Liability of the Guarantors) and Clause 19 (Joint and Several Liability of the
                                         Borrowers);



 


		(ii)	the
                                         Charged Property; or



 


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



 


(except
in the case of paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of
the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document);


 


		(l)	the
                                         release of the guarantees and indemnities granted under Clause 17 (Guarantee and Indemnity
                                         – Guarantors) or of any Transaction Security unless permitted under this Agreement
                                         or another Finance Document or relating to a sale or disposal of an asset which is the
                                         subject of the Transaction Security where such sale or disposal is expressly permitted
                                         under this Agreement or any other Finance Document,



 


shall
not be made, or given, without the prior consent of all the Lenders.


 


45.3       Other
exceptions


 


		(a)	An
                                         amendment or waiver which relates to the rights or obligations of a Servicing Party,
                                         either Mandated Lead Arranger or the Documentation Agent (each in their capacity as such)
                                         may not be effected without the consent of that Servicing Party or, as the case may be,
                                         that Mandated Lead Arranger or the Documentation Agent.



 


		(b)	An
                                         amendment or waiver which relates to the rights or obligations of a Hedge Counterparty
                                         (in its capacity as such) may not be effected without the consent of that Hedge Counterparty.



 


		(c)	The
                                         Borrowers and the Facility Agent, either Mandated Lead Arranger, the Security Agent or
                                         the Documentation Agent, as applicable, may amend or waive a term of a Fee Letter to
                                         which they are party.



 


		(d)	If
                                         any Lender fails to respond to a request for a consent, waiver, amendment of or in relation
                                         to any of the terms of any Finance Document or other vote of Lenders under the terms
                                         of this Agreement within 10 Business Days of such request (unless the Borrowers and the
                                         Facility Agent agree to a longer time period in relation to any request), (i) its Commitment
                                         shall not be included for the purpose of calculating the Total Commitments under the
                                         relevant Facility when ascertaining whether any relevant percentage (including for the avoidance
of doubt, unanimity) of Total Commitments has been obtained to approve that request and (ii) its status as a Lender shall be disregarded
for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.



 






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45.4       Replacement
of Screen Rate


 


		(a)	Subject
                                         to Clause 45.3 (Other exceptions), if a Screen Rate Replacement Event has occurred
                                         in relation to the Screen Rate for dollars, any amendment or waiver which relates to:



 


(i)       providing
for the use of a Replacement Benchmark in relation to that currency in place of that Screen Rate; and


 


(ii)


 


		(A)	aligning
                                         any provision of any Finance Document to the use of that Replacement Benchmark;



 


		(B)	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);



 


		(C)	implementing
                                         market conventions applicable to that Replacement Benchmark;



 


		(D)	providing
                                         for appropriate fallback (and market disruption) provisions for that Replacement Benchmark;
                                         or



 


		(E)	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 the basis of that designation, nomination or recommendation),



 


may
be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the Borrower.


 


		(b)	If
                                         any Lender fails to respond to a request for an amendment or waiver described in paragraph
                                         (a) above within 10 Business Days (or such longer time period in relation to any request
                                         which the Borrower and the Facility Agent may agree) of that request being made:



 


		(i)	its
                                         Commitment or its participation in the Loan (as the case may be) shall not be included
                                         for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable)
                                         when ascertaining whether any relevant percentage of Total Commitments or the aggregate
                                         of participations in the Loan (as applicable) has been obtained to approve that request;
                                         and



 


		(ii)	its
                                         status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement
                                         of any specified group of Lenders has been obtained to approve that request.



 






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46          CONFIDENTIALITY


 


46.1       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 46.2 (Disclosure of Confidential Information) and Clause 46.3 (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.


 


46.2       Disclosure
of Confidential Information


 


Any
Finance Party may disclose:


 


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



 


(b)          to
any person:


 


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



 


		(ii)	with
                                         (or through) whom it enters into (or may potentially enter into), whether directly or
                                         indirectly, any sub-participation in relation to, or any other transaction under which
                                         payments are to be made or may be made by reference to, one or more Finance Documents
                                         and/or one or more Obligors and to any of that person’s Affiliates, Related Funds,
                                         Representatives and professional advisers;



 


		(iii)	appointed
                                         by any Finance Party or by a person to whom paragraph (b)(i) or (ii) above applies to
                                         receive communications, notices, information or documents delivered pursuant to the Finance
                                         Documents on its behalf (including, without limitation, any person appointed under paragraph
                                         (c) of Clause 32.14 (Relationship with the Lenders));



 


		(iv)	who
                                         invests in or otherwise finances (or may potentially invest in or otherwise finance),
                                         directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;



 


		(v)	to
                                         whom information is required or requested to be disclosed by any court of competent jurisdiction,
                                         any Sanctions Authority 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;



 






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		(vi)	to
                                         whom information is required to be disclosed in connection with, and for the purposes
                                         of, any litigation, arbitrations, administrative or other investigations, proceedings
                                         or disputes;



 


		(vii)	to
                                         whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security
                                         (or may do so) pursuant to Clause 30.8 (Security over Lenders’ rights);



 


		(viii)	who
is a Party, a member of the Group or any related entity of an Obligor;



 


		(ix)	which
                                         is a classification society or other entity which a Lender has engaged to make the calculations
                                         necessary to enable that Lender to comply with its reporting obligations under the Poseidon
                                         Principles;



 


		(x)	as
                                         a result of the registration of any Finance Document as contemplated by any Finance Document
                                         or any legal opinion obtained in connection with any Finance Document; or



 


		(xi)	with
the consent of the Parent Guarantor;



 


in
each case, such Confidential Information as that Finance Party shall consider appropriate if:


 


		(A)	in
                                         relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to whom the Confidential
                                         Information is to be given has entered into a Confidentiality Undertaking except that
                                         there shall be no requirement for a Confidentiality Undertaking if the recipient is a
                                         professional adviser and is subject to professional obligations to maintain the confidentiality
                                         of the Confidential Information;



 


		(B)	in
                                         relation to paragraph (b)(iv) above, the person to whom the Confidential Information
                                         is to be given has entered into a Confidentiality Undertaking or is otherwise bound by
                                         requirements of confidentiality in relation to the Confidential Information they receive
                                         and is informed that some or all of such Confidential Information may be price-sensitive
                                         information;



 


		(C)	in
                                         relation to paragraphs (b)(v), (b)(vi), and (b)(vii) above, the person to whom the Confidential
                                         Information is to be given is informed of its confidential nature and that some or all
                                         of such Confidential Information may be price-sensitive information except that there
                                         shall be no requirement to so inform if, in the opinion of that Finance Party, it is
                                         not practicable so to do in the circumstances;



 


		(c)	to
                                         any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or
                                         (b)(ii) above applies to provide administration or settlement services in respect of
                                         one or more of the Finance Documents including without limitation, in relation to the
                                         trading of participations in respect of the Finance Documents, such Confidential Information
                                         as may be required to be disclosed to enable such service provider to provide any of
                                         the services referred to in this paragraph (c) if the service provider to whom the Confidential
                                         Information is to be given has entered in to a confidentiality agreement substantially
                                         in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement
                                         Service Providers or such other form of confidentiality undertaking agreed between the
                                         Borrowers and the relevant Finance Party;



 






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		(d)	to
                                         any rating agency (including its professional advisers) such Confidential Information
                                         as may be required to be disclosed to enable such rating agency to carry out its normal
                                         rating activities in relation to the Finance Documents and/or the Obligors;



 


		(e)	to
                                         the U.S. Securities and Exchange Commissioning (the “SEC”) such Confidential
                                         Information as may be required to be disclosed to the SEC.



 


46.3       Disclosure
to numbering service providers


 


		(a)	Any
                                         Finance Party may disclose to any national or international numbering service provider
                                         appointed by that Finance Party to provide identification numbering services in respect
                                         of this Agreement, the Facilities and/or one or more Obligors the following information:



 


		(i)	names
of Obligors;



 


		(ii)	country
of domicile of Obligors;



 


		(iii)	place
of incorporation of Obligors;



 


		(iv)	date
of this Agreement;



 


		(v)	Clause
48 (Governing law);



 


		(vi)	the
                                         names of the Facility Agent, each Mandated Lead Arranger and the Documentation Agent;



 


		(vii)	date
of each amendment and restatement of this Agreement;



 


		(viii)	amounts
of, and names of, the Facilities;



 


		(ix)	amount
of Total Commitments;



 


		(x)	currency
of the Facilities;



 


		(xi)	type
of Facilities;



 


		(xii)	ranking
of Facilities;



 


		(xiii)	Termination
Date for Facilities;



 


		(xiv)	changes
                                         to any of the information previously supplied pursuant to paragraphs (i) to (xiii) above;
                                         and



 


		(xv)	such
other information agreed between such Finance Party and the Borrowers,



 


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


 


		(b)	The
                                         Parties acknowledge and agree that each identification number assigned to this Agreement,
                                         the Facilities 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.



 


		(c)	Each
                                         Obligor represents that none of the information set out in paragraphs (a)(i) to (a)(xv)
                                         above is, nor will at any time be, unpublished price-sensitive information.



 






    142


     


    

 


		(d)	The
Facility Agent shall notify each Obligor and the other Finance Parties of:



 


		(i)	the
                                         name of any numbering service provider appointed by the Facility Agent in respect of
                                         this Agreement, the Facilities and/or one or more Obligors; and



 


		(ii)	the
                                         number or, as the case may be, numbers assigned to this Agreement, the Facilities and/or
                                         one or more Obligors by such numbering service provider.



 


46.4       Entire
agreement


 


This
Clause 46 (Confidentiality) 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.


 


46.5       Inside
information


 


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


 


46.6       Notification
of disclosure


 


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


 


		(a)	of
                                         the circumstances of any disclosure of Confidential Information made pursuant to paragraph
                                         (b)(v) of Clause 46.2 (Disclosure of Confidential Information) except where such
                                         disclosure is made to any of the persons referred to in that paragraph during the ordinary
                                         course of its supervisory or regulatory function; and



 


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



 


46.7       Continuing
obligations


 


The
obligations in this 46 (Confidentiality) are continuing and, in particular, shall survive and remain binding on each Finance
Party for a period of 12 months from the earlier of:


 


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



 


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



 


47          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.


 






    143


     


    

 


SECTION
13


 


GOVERNING
LAW AND ENFORCEMENT


 


48          GOVERNING
LAW


 


This
Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.


 


49           ENFORCEMENT


 


49.1       Jurisdiction


 


		(a)	The
                                         courts of England have exclusive jurisdiction to settle any dispute arising out of or
                                         in connection with this Agreement (including a dispute regarding the existence, validity
                                         or termination of this Agreement or any non-contractual obligation arising out of or
                                         in connection with this Agreement) (a “Dispute”).



 


		(b)	The
                                         Obligors accept that the courts of England are the most appropriate and convenient courts
                                         to settle Disputes and accordingly no Obligor will argue to the contrary.



 


		(c)	This
                                         Clause 49.1 (Jurisdiction) is for the benefit of the Secured Parties only. As
                                         a result, no Secured Party shall be prevented from taking proceedings relating to a Dispute
                                         in any other courts with jurisdiction. To the extent allowed by law, the Secured Parties
                                         may take concurrent proceedings in any number of jurisdictions.



 


49.2       Service
of process


 


		(a)	Without
                                         prejudice to any other mode of service allowed under any relevant law, each Obligor (other
                                         than an Obligor incorporated in England and Wales):



 


		(i)	irrevocably
                                         appoints WFW Legal Services Limited at its registered office presently at 15 Appold Street,
                                         London, EC2A 2HB as its agent for service of process in relation to any proceedings before
                                         the English courts in connection with any Finance Document; and



 


		(ii)	agrees
                                         that failure by a process agent to notify the relevant Obligor of the process will not
                                         invalidate the proceedings concerned.



 


		(b)	If
                                         any person appointed as an agent for service of process is unable for any reason to act
                                         as agent for service of process, the Borrowers (on behalf of all the Obligors) must immediately
                                         (and in any event within 3 days of such event taking place) appoint another agent on
                                         terms acceptable to the Facility Agent. Failing this, the Facility Agent may appoint
                                         another agent for this purpose.



 


This
Agreement has been entered into on the date stated at the beginning of this Agreement.


 






    144


     


    

 


SCHEDULE
1


 


THE
PARTIES


 


PART
A


 


THE
OBLIGORS


 


 





	Name of Borrower	 	Registration number	Address for
	 	Place of Incorporation	(or equivalent, if any)	Communication
	 	 	 	 
	
        Faroe Shipco LLC

        Plymouth Shipco LLC

        Portland Shipco LLC

        Fisher Shipco LLC

        Fair Isle Shipco LLC

        Humber Shipco LLC

        Forth Shipco LLC

        Trafalgar Shipco LLC

         
	
        The Marshall Islands

         

         

         

         

         

         

         

         
	
        962493

        962492

        962494

        961904

        962491

        961905

        961752

        961756

         
	
        c/o

         

        Ardmore Shipping Services (Ireland) Limited

         

        City Gate Building

        1000, Mahon, Cork,

        Ireland

         

        Fax: +353 21 240 9501

        Attn: Mr Paul Tivnan








 


	 	 	 	 
	Name
    of Parent	 	Registration
    number	Address
    for
	Guarantor	Place
    of Incorporation	(or
    equivalent, if any)	Communication
	 	 	 	 
	Ardmore
    Shipping LLC	The
    Marshall Islands	961622	c/o
	 	 	 	 
	   	   	   	Ardmore
    Shipping Services (Ireland) Limited
	 	 	 	 
	 	 	 	City
    Gate Building
	 	 	 	1000,
    Mahon, Cork,
	 	 	 	Ireland
	 	 	 	 
	 	 	 	Fax:
    +353 21 240 9501
	 	 	 	Attn:
    Mr Paul Tivnan
	 	 	 	 
	Name
    of Corporate	 	Registration
    number	Address
    for
	Guarantor	Place
    of Incorporation	(or
    equivalent, if any)	Communication
	 	 	 	 
	Ardmore
    Shipping Corporation	Marshall
    Islands	61477	c/o
	 	 	 	 
	   	   	   	Ardmore
    Shipping Services (Ireland) Limited
	 	 	 	 
	 	 	 	City
    Gate Building
	 	 	 	1000,
    Mahon, Cork,
	 	 	 	Ireland
	 	 	 	 
	 	 	 	Fax:
    +353 21 240 9501
	 	 	 	Attn:
    Mr Paul Tivnan


 






    145


     


    

 





	Name of Hedge	 	Registration number	Address for
	Guarantor	Place of Incorporation	(or equivalent, if any)	Communication
	 	 	
         

        962493

        962492

        962494

        961904

        962491

        961905

        961752

        961756

         
	 
	
        Faroe Shipco LLC

        Plymouth Shipco LLC

        Portland Shipco LLC

        Fisher Shipco LLC

        Fair Isle Shipco LLC

        Humber Shipco LLC

        Forth Shipco LLC

        Trafalgar Shipco LLC

         
	
        The Marshall Islands

         

         

         

         

         

         

         

         
	
        c/o

         

        Ardmore Shipping Services (Ireland) Limited

         

        City Gate Building

        1000, Mahon, Cork,

        Ireland

         

        Fax: +353 21 240 9501

        Attn: Mr Paul Tivnan








 






    146


     


    

 


PART
B


 


THE
ORIGINAL LENDERS


 


	Name
    of Original	Term	Revolving	Address
    for Communication
	Lender	Commitment	Commitment	 
	 	 	 	 
	Nordea
    Bank Abp, filial i
    Norge	$50,000,000	$20,000,000	Essendropsgate
    7
	 	 	 	0368
    Oslo
	 	 	 	Norway
	 	 	 	 
	 	 	 	For
    loan administration matters:
	 	 	 	 
	 	 	 	Nordea
    Bank Abp, filial i Norge
	 	 	 	P.O.
    Box 1166 Sentrum
	 	 	 	N-0107
    Oslo, Norway
	 	 	 	Attn:
    SLS Norway
	 	 	 	E-mail:
    sls.norway@nordea.com
	 	 	 	Phone:
    +47 240 13 444
	 	 	 	 
	Skandinaviska
    Enskilda Banken
    AB (publ)	$50,000,000	$20,000,000	For credit matters

                                                                                 

	 	 	 	SEB
	 	 	 	One
    Carter Lane
	 	 	 	London
    EC4V 5AN
	 	 	 	United
    Kingdom
	 	 	 	Attention:
    Malcolm Stonehouse
	 	 	 	Telephone
    no: +44 20 7246 4310
	 	 	 	E-mail:
	 	 	 	malcolm.stonehouse@seb.co.uk
	 	 	 	 
	 	 	 	With
    a copy to:
	 	 	 	 
	 	 	 	Attention:
    Ina Kuliese
	 	 	 	 
	 	 	 	SEB
	 	 	 	One
    Carter Lane
	 	 	 	London
    EC4V 5AN
	 	 	 	United
    Kingdom
	 	 	 	Telephone
    no: +44 20 7246 4069
	 	 	 	E-mail:
    ina.kuliese@seb.co.uk
	 	 	 	 
	 	 	 	For
    operational matters
	 	 	 	 
	 	 	 	SEB
    Structured Credit Operations
	 	 	 	Stärntarget
    4,
	 	 	 	106
    40 Stockholm
	 	 	 	Sweden
	 	 	 	 
	 	 	 	Telephone
    no: +46 8 763 8640
	 	 	 	Facsimile
    no: +46 8 611 0384
	 	 	 	E-mail:
    sco@seb.se


 






    147


     


    

 





THE
HEDGE COUNTERPARTIES


 


	Name
    of Original Hedge Counterparty	Address
    for Communication
	 	 
	Nordea
    Bank Abp	corp.
    re. no. 516406-0120
	 	c/o
    Nordea Danmark, filial af Nordea Bank
	 	Abp,
    Sverige
	 	7288
    Derivatives Services
	 	Postbox
    805
	 	DK-0900
    Copenhagen K, Denmark
	 	 
	Skandinaviska
    Enskilda Banken AB (publ)	Skandinaviska
    Enskilda Banken, Oslo Branch
	 	P.O
    Box 1843
	 	Vika
	 	NO-0123
    OSLO
	 	 
	 	Telephone:
    +47 22 82 70 00
	 	Facsimile
    No: +47 22 82 70 70


 






    148


     


    

 


PART
C


 


THE
SERVICING PARTIES


 


	Name
    of Facility Agent	Address
    for Communication
	 	 
	Nordea
    Bank Abp, filial i Norge	Essendropsgate
    7
	 	0368
    Oslo
	 	Norway
	 	 
	 	For
    agency matters:
	 	 
	 	Nordea
    Bank Abp, filial i Norge
	 	P.O.Box
    1166 Sentrum
	 	N-0107
    Oslo, Norway
	 	 
	 	Attn:
    Global Maritime Loans
	 	 
	 	E-mail:
    agency.soosid@nordea.com
	 	 
	 	For
    loan administration matters:
	 	 
	 	Nordea
    Bank Abp, filial i Norge
	 	P.O.Box
    1166 Sentrum
	 	N-0107
    Oslo, Norway
	 	 
	 	Attn:
    SLS Norway
	 	 
	 	E-mail:
    sls.norway@nordea.com
	 	 
	 	Phone:
    +47 240 13 444
	 	 
	Name
    of Security Agent	Address
    for Communication
	 	 
	Nordea
    Bank Abp, filial i Norge	Essendropsgate
    7
	 	0368
    Oslo
	 	Norway
	 	 
	 	For
    agency matters:
	 	 
	 	Nordea
    Bank Abp, filial i Norge
	 	P.O.Box
    1166 Sentrum
	 	N-0107
    Oslo, Norway
	 	 
	 	Attn:
    Global Maritime Loans
	 	 
	 	E-mail:
    agency.soosid@nordea.com
	 	 
	 	For
    loan administration matters:
	 	 
	 	Nordea
    Bank Abp, filial i Norge
	 	P.O.Box
    1166 Sentrum
	 	N-0107
    Oslo, Norway
	 	 
	 	Attn:
    SLS Norway
	 	 
	 	E-mail:
    sls.norway@nordea.com
	 	 
	 	Phone:
    +47 240 13 444


 






    149


     


    

 


SCHEDULE
2


 


CONDITIONS
PRECEDENT


 


PART
A


 


CONDITIONS
PRECEDENT TO UTILISATION REQUEST


 


1             Obligors


 


1.1           A
copy of the constitutional documents of each Obligor.


 


		1.2	A
                                         copy of a resolution of the member of the board of directors, as the case may be, of
                                         each Obligor:



 


		(a)	approving
                                         the terms of, and the transactions contemplated by, the Finance Documents to which it
                                         is a party and resolving that it execute the Finance Documents to which it is a party;



 


		(b)	authorising
                                         a specified person or persons to execute the Finance Documents to which it is a party
                                         on its behalf; and



 


		(c)	authorising
                                         a specified person or persons, on its behalf, to sign and/or despatch all documents and
                                         notices (including, if relevant, the Utilisation Request and each Selection Notice) to
                                         be signed and/or despatched by it under, or in connection with, the Finance Documents
                                         to which it is a party.



 


		1.3	An
                                         original of the power of attorney of any Obligor authorising a specified person or persons
                                         to execute the Finance Documents to which it is a party.



 


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



 


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



 


		1.6	A
                                         certificate of an authorised signatory of the relevant Obligor certifying that each copy
                                         document relating to it specified in this Part A of Schedule 2 (Conditions Precedent)
                                         is correct, complete and in full force and effect as at a date no earlier than the date
                                         of this Agreement.



 


2             Pool
Agreement and other Documents


 


		2.1	Copies
                                         of the Pool Agreement and of all documents signed by the Borrowers in connection with
                                         it.



 


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



 


		2.3	Copies
                                         of each Hedging Agreement executed by a Hedge Counterparty and the relevant Borrower.



 






    150


     


    

 


3             Security


 


		3.1	A
                                         duly executed original of the Accounts Security in relation to each Earnings Account
                                         and of the Membership Interests Security in respect of each Borrower (and of each document
                                         to be delivered under each of them).



 


		3.2	A
                                         duly executed original of the Hedging Agreement Assignment in respect of each Borrower
                                         (and of each document to be delivered under each of them).



 


4             Legal
opinions


 


		4.1	A
                                         legal opinion of Watson, Farley & Williams LLP, legal advisers to the Documentation
                                         Agent, the Mandated Lead Arrangers, the Facility Agent and the Security Agent in England,
                                         substantially in the form distributed to and agreed by the Original Lenders before signing
                                         this Agreement.



 


		4.2	If
                                         a Transaction Obligor is incorporated in a jurisdiction other than England and Wales,
                                         a legal opinion of the legal advisers to the Documentation Agent, the Mandated Lead Arrangers,
                                         the Facility Agent and the Security Agent in the relevant jurisdiction, substantially
                                         in the form distributed and agreed by to the Original Lenders before signing this Agreement.



 


5             Other
documents and evidence


 


		5.1	Evidence
                                         that any process agent referred to in Clause 49.2 (Service of process), if not
                                         an Obligor, has accepted its appointment.



 


		5.2	A
                                         copy of any other Authorisation or other document, opinion or assurance which the Facility
                                         Agent considers to be necessary or desirable (if it has notified the Borrowers accordingly)
                                         in connection with the entry into and performance of the transactions contemplated by
                                         any Transaction Document, or for the validity and enforceability of any Transaction Document.



 


5.3       The
Original Financial Statements of each Borrower and the Parent Guarantor.


 


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



 


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



 


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



 






    151


     


    

 


PART
B


 


CONDITIONS
PRECEDENT TO UTILISATION


 


1             Relevant
Borrower


 


A
certificate of an authorised signatory of each Borrower certifying that each copy document which it is required to provide under
this Part B of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect as at the first Utilisation
Date.


 


2             Release
of Existing Security


 


An
original of each Deed of Release and of each document to be delivered under or pursuant to it, together with evidence satisfactory
to the Facility Agent of its due execution by the parties to it.


 


3             Ship
and other security


 


		3.1	A
                                         duly executed original of the Mortgage and the General Assignment in respect of each
                                         Ship and of each document to be delivered under or pursuant to each of them together
                                         with documentary evidence that the Mortgage in respect of each Ship has been duly registered
                                         as a valid first preferred or priority (as applicable) ship mortgage in accordance with
                                         the laws of the jurisdiction of its Approved Flag.



 


3.2       Documentary
evidence that each Ship:


 


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



 


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



 


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



 


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



 


		3.3	Documents
                                         establishing that each Ship will, as from the first Utilisation Date, be managed commercially
                                         by its Approved Commercial Manager and managed technically by its Approved Technical
                                         Manager on terms acceptable to the Facility Agent acting with the authorisation of all
                                         of the Lenders, together with:



 


		(a)	a
                                         Manager’s Undertaking for each of the Approved Technical Manager and the Approved
                                         Commercial Manager; and



 


		(b)	copies
                                         of the Approved Technical Manager’s Document of Compliance and of each Ship’s
                                         Safety Management Certificate (together with any other details of the applicable safety
                                         management system which the Facility Agent requires) and of any other documents required
                                         under the ISM Code and the ISPS Code in relation to each Ship including without limitation
                                         an ISSC.



 


		3.4	An
                                         opinion from an independent insurance consultant acceptable to the Facility Agent on
                                         such matters relating to the Insurances as the Facility Agent may require.



 


		3.5	A
                                         valuation of each Ship addressed to the Facility Agent on behalf of the Finance Parties,
                                         stated to be for the purposes of this Agreement and dated not earlier than 30 days before
                                         the first Utilisation Date from an Approved Valuer which shows an aggregate value for
                                         the Ships
of not less than 130 per cent. of the Loan (after any Advances to be made on the Utilisation Date have been advanced).



 






    152


     


    

 


4             Legal
opinions


 


Legal
opinions of the legal advisers to the Documentation Agent, the Mandated Lead Arrangers, the Facility Agent and the Security Agent
in England and Wales, the jurisdiction of the Approved Flag of each Ship and the Marshall Islands and such other relevant jurisdictions
as the Facility Agent may require and in substance and form acceptable to the Lenders.


 


5             Other
documents and evidence


 


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


 






    153


     


    

 


SCHEDULE
3


 


REQUESTS


 


PART
A


 


UTILISATION
REQUEST


 


From:     Faroe
Shipco LLC


Plymouth
Shipco LLC


Portland
Shipco LLC


Fisher
Shipco LLC


Fair
Isle Shipco LLC


Humber
Shipco LLC


Forth
Shipco LLC


Trafalgar
Shipco LLC


 


		To:	Nordea
                                         Bank Abp, filial i Norge



as
Facility Agent


 


Dated:[·]


 


Dear
Sirs


 


Faroe
Shipco LLC, Plymouth Shipco LLC, Portland Shipco LLC, Fisher Shipco LLC, Fair Isle Shipco LLC, Humber Shipco LLC, Forth Shipco
LLC and Trafalgar Shipco LLC - $140,000,000 Facilities Agreement dated [·] December 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 borrow the [Term Facility] [Revolving Facility] on the following terms:



 


	Proposed Utilisation Date:	 	[·]
    (or, if that is not a Business Day, the next Business Day)
	 	 	 
	Amount:	 	[·] or, if less, the Available Facility
	 	 	 
	Interest Period:	 	[·]




 


		3	We
                                         confirm that each condition specified in Clause 4.1 (Initial conditions precedent)
                                         and Clause 4.2 (Further conditions precedent) as they relate to the part of the
                                         Loan to which this utilisation request refers of the Agreement is satisfied on the date
                                         of this Utilisation Request.



 


		4	We
                                         represent and warrant that the representations and warranties in Clause 21 (Representations)
                                         remain true by reference to the facts and circumstances existing at the date of this,
                                         Utilisation Request.



 


		5	[The
                                         proceeds of the Loan should be credited to [account].] [This Advance is to be made in
                                         [whole][part] for the purpose of refinancing [identify maturing Advance under Revolving
                                         Facility.]



 






    154


     


    

 


		6	This
Utilisation Request is irrevocable.



 


Yours
faithfully


 


	Name:	 	Name:	 
	Title:	 	Title:	 
	 	authorised
    signatory for	 	authorised
    signatory for
	 	FAROE
    SHIPCO LLC	 	PLYMOUTH
    SHIPCO LLC
	 	 	 	 
	Name:	 	Name:	 
	Title:	 	Title:	 
	 	authorised
    signatory for	 	authorised
    signatory for
	 	PORTLAND
    SHIPCO LLC	 	FISHER
    SHIPCO LLC
	 	 	 	 
	Name:	 	Name:	 
	Title:	 	Title:	 
	 	authorised
    signatory for	 	authorised
    signatory for
	 	FAIR
    ISLE SHIPCO LLC	 	HUMBER
    SHIPCO LLC
	 	 	 	 
	Name:	 	Name:	 
	Title:	 	Title:	 
	 	authorised
    signatory for	 	authorised
    signatory for
	 	FORTH
    SHIPCO LLC	 	TRAFALGAR
    SHIPCO LLC


 






    155


     


    

 


PART
B


 


SELECTION
NOTICE


 


From:  Faroe
Shipco LLC


Plymouth
Shipco LLC


Portland
Shipco LLC


Fisher
Shipco LLC


Fair
Isle Shipco LLC


Humber
Shipco LLC


Forth
Shipco LLC


Trafalgar
Shipco LLC


 


		To:	Nordea
                                         Bank Abp, filial i Norge



As
Facility Agent


 


Dated:
[·]


 


Dear
Sirs


 


Faroe
Shipco LLC, Plymouth Shipco LLC, Portland Shipco LLC, Fisher Shipco LLC, Fair Isle Shipco LLC, Humber Shipco LLC, Forth Shipco
LLC and Trafalgar Shipco LLC - $140,000,000 Facilities Agreement dated [·] December 2019 (the “Agreement”)


 


		1	We
                                         refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have
                                         the same meaning in this Selection Notice unless given a different meaning in this Selection
                                         Notice.



 


		2	We
                                         request that, subject to paragraph (g) of Clause 9.1 (Selection of Interest Periods)
                                         of the Agreement, the next Interest Period for the Term Loan be [·].



 


		3	This
Selection Notice is irrevocable.



 


Yours
faithfully


 


	Name:	 	Name:	 
	Title:	 	Title:	 
	 	authorised
    signatory for	 	authorised
    signatory for
	 	FAROE
    SHIPCO LLC	 	PLYMOUTH
    SHIPCO LLC
	 	 	 	 
	Name:	 	Name:	 
	Title:	 	Title:	 
	 	authorised
    signatory for	 	authorised
    signatory for
	 	PORTLAND
    SHIPCO LLC	 	FISHER
    SHIPCO LLC


 






    156


     


    

 


	Name:	 	Name:	 
	Title:	 	Title:	 
	 	authorised
    signatory for	 	authorised
    signatory for
	 	FAIR
    ISLE SHIPCO LLC	 	HUMBER
    SHIPCO LLC
	 	 	 	 
	Name:	 	Name:	 
	Title:	 	Title:	 
	 	authorised
    signatory for	 	authorised
    signatory for
	 	FORTH
    SHIPCO LLC	 	TRAFALGAR
    SHIPCO LLC


 






    157


     


    

 


 


SCHEDULE 4


 


FORM OF TRANSFER CERTIFICATE


 


To:    Nordea Bank Abp, filial i Norge


 


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


 


Dated:
[·]


 


Faroe
Shipco LLC, Plymouth Shipco LLC, Portland Shipco LLC, Fisher Shipco LLC, Fair Isle Shipco LLC, Humber Shipco LLC, Forth Shipco
LLC and Trafalgar Shipco LLC – $140,000,000 Facilities Agreement dated [·]
December 2019 (the “Agreement”)


 


	1	We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer
Certificate unless given a different meaning in this Transfer Certificate.
	 	 
	2	We refer to Clause 30.5 (Procedure for transfer) of the Agreement:




 


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




 


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



 


	3	The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of
Clause 30.4 (Limitation of responsibility of Existing Lenders) of the Agreement.



 


	4	This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on
the counterparts were on a single copy of this Transfer Certificate.



 


	5	This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by English
law.



 


	6	This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.



 


Note: The execution of this Transfer Certificate may not
transfer a proportionate share of the Existing Lender’s interest in the Transaction Security in all jurisdictions. It is
the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer
of such a share in the Existing Lender’s Transaction Security in any jurisdiction and, if so, to arrange for execution of
those documents and completion of those formalities.


 






    158


     


    

 


THE SCHEDULE


 


Commitment/rights and obligations to
be transferred


 


[insert relevant details]


 


[Facility Office address, fax number and
attention details


 


for notices and account details for payments.]


 


	[Existing Lender]	[New Lender]
	 	 
	By:[·]	By:[·]




 


This
Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as [·].


 


[Facility Agent]


 


By:[·]


 






    159


     


    

  


SCHEDULE 5


 


FORM OF ASSIGNMENT AGREEMENT


 


	To:	Nordea Bank Abp, filial i Norge as Facility Agent and Faroe Shipco LLC, Plymouth Shipco LLC, Portland Shipco LLC, Fisher Shipco
LLC, Fair Isle Shipco LLC, Humber Shipco LLC, Forth Shipco LLC and Trafalgar Shipco LLC as Borrowers, for and on behalf of each
Obligor
	 	 
	From:	[the Existing Lender] (the “Existing Lender”) and [the New Lender] (the “New Lender”)




 


Dated:
[·]


 


Faroe
Shipco LLC, Plymouth Shipco LLC, Portland Shipco LLC, Fisher Shipco LLC, Fair Isle Shipco LLC, Humber Shipco LLC, Forth Shipco
LLC and Trafalgar Shipco LLC – $140,000,000 Facilities Agreement dated [·]
December 2019 (the “Agreement”)


 


	1	We refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement have the same meaning in this Assignment
Agreement unless given a different meaning in this Assignment Agreement.



 


	2	We refer to Clause 30.6 (Procedure for assignment):




 


	(a)	The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement, the other
Finance Documents and in respect of the Transaction Security which correspond to that portion of the Existing Lender’s Commitment
and participations in the Loan under the Agreement as specified in the Schedule.



 


	(b)	The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing
Lender’s Commitments and participations in the Loan under the Agreement specified in the Schedule.



 


	(c)	The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is
released under paragraph (b) above.



 


	3	The proposed Transfer Date is [·].




 


	4	On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.




 


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



 


	6	The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of
Clause 30.4 (Limitation of responsibility of Existing Lenders).



 


	7	This Assignment Agreement acts as notice to the Facility Agent (on behalf of each Finance Party) and, upon delivery in accordance
with Clause 30.7 (Copy of Transfer Certificate or Assignment Agreement to Borrowers), to the Borrowers (on behalf of each
Obligor) of the assignment referred to in this Assignment Agreement.



 


	8	This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on
the counterparts were on a single copy of this Assignment Agreement.



 






    160


     


    

 


	9	This Assignment Agreement and any non-contractual obligations arising out of or in connection with it are governed by English
law.



 


	10	This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment Agreement.



 


Note: The execution of this Assignment Agreement may not
transfer a proportionate share of the Existing Lender’s interest in the Transaction Security in all jurisdictions. It is
the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer
of such a share in the Existing Lender’s Transaction Security in any jurisdiction and, if so, to arrange for execution of
those documents and completion of those formalities.


 






    161


     


    

 


THE SCHEDULE


 


Commitment rights and obligations to
be transferred by assignment, release and accession


 


[insert relevant details]


 


[Facility office address, fax number and
attention details for notices


and account details for payments]


 


	[Existing Lender]	[New Lender]
	 	 
	By:[·]	By:[·]


 


This
Assignment Agreement is accepted by the Facility Agent and the Transfer Date is confirmed as [·].


 


Signature of this Assignment Agreement by the Facility Agent
constitutes confirmation by the Facility Agent of receipt of notice of the assignment referred to herein, which notice the Facility
Agent receives on behalf of each Finance Party.


 


[Facility Agent]


 


By:


 






    162


     


    

 


SCHEDULE 6


 


FORM OF COMPLIANCE CERTIFICATE


 


To:        Nordea Bank Abp, filial i Norge


 


From:    Ardmore Shipping Corporation


 


Dated:
[·]


 


Dear Sirs


 


Faroe
Shipco LLC, Plymouth Shipco LLC, Portland Shipco LLC, Fisher Shipco LLC, Fair Isle Shipco LLC, Humber Shipco LLC, Forth Shipco
LLC and Trafalgar Shipco LLC – $140,000,000 Facilities Agreement dated [·]
December 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.



 


	1	We confirm that we have maintained the following financial covenants pursuant to clause 23.1 (financial covenants) of
the Agreement:



 


	(a)	a minimum Solvency of at least 30 per cent.;




 


	(b)	minimum Cash and Cash Equivalents of an amount the greater of:



 


		(i)	$750,000 per Fleet Vessel; and



 


		(ii)	5 per cent. of the Total Consolidated Long Term Debt,



 


with at least 60 per cent. of such minimum amount
being held in cash and, for the purposes of this paragraph 23.1(b), Cash and Cash Equivalents shall include undrawn amounts under
the Revolving Facility provided that the Termination Date in relation to the Revolving Facility is not within the next 12 Months.


 


	(c)	a positive Working Capital excluding:




 


		(i)	Balloon Repayments; and



 


		(ii)	any amounts outstanding under the ABN AMRO Receivables Facility Agreement provided that the facility provided thereunder has
a remaining maturity of more than three months; and



 


	(d)	an Adjusted Net Worth of not less than $150,000,000.




 


Please refer to the attached documents which confirm the calculation
for the above financial covenants and the accompanying Financial Statements.


 


	2 	[We confirm that no Default is continuing.]*




 






    163


     


    

 


	Signed:	 	 
	 	Officer	 
	 	of	 
	 	Ardmore Shipping Corporation	 


 






    164


     


    

 


SCHEDULE 7


 


SHIPS


 


	Ship	 	Owner	 	Vessel
    Name	 	Vessel
    Type /

    Capacity	 	IMO

    numbers	 	 	DWT	 	 	Classification

    Society	 	Class

    Notation	 	Built	 	 	Index
    

    Amount	 
	Ship
    A	 	Faroe
    Shipco LLC	 	ARDMORE
    SEAFOX	 	Product/chemical
    tanker	 	 	9708215	 	 	 	49,999	 	 	Lloyds’s
    Register	 	+100A1	 	 	2015	 	 	$	32,000,000	 
	Ship
    B	 	Plymouth
    Shipco LLC	 	ARDMORE
    SEAWOLF	 	Product/chemical
    tanker	 	 	9708227	 	 	 	49,999	 	 	Lloyds’s
    Register	 	+100A1	 	 	2015	 	 	$	32,000,000	 
	Ship
    C	 	Portland
    Shipco LLC	 	ARDMORE
    SEAHAWK	 	Product/chemical
    tanker	 	 	9708239	 	 	 	49,999	 	 	Lloyds’s
    Register	 	+100A1	 	 	2015	 	 	$	32,000,000	 
	Ship
    D	 	Fisher
    Shipco LLC	 	ARDMORE
    CHINOOK	 	Product/chemical
    tanker	 	 	9707869	 	 	 	25,233	 	 	ABS	 	+A1	 	 	2015	 	 	$	27,500,000	 
	Ship
    E	 	Fair
    Isle Shipco LLC	 	ARDMORE
    SEALION	 	Product/chemical
    tanker	 	 	9708203	 	 	 	49,999	 	 	Lloyds’s
    Register	 	+100A1	 	 	2015	 	 	$	32,000,000	 
	Ship
    F	 	Humber
    Shipco LLC	 	ARDMORE
    CHIPPEWA	 	Product/chemical
    tanker	 	 	9707871	 	 	 	25,210	 	 	ABS	 	+A1	 	 	2015	 	 	$	27,500,000	 
	Ship
    G	 	Forth
    Shipco LLC	 	ARDMORE
    SEAVANTAGE	 	Product/chemical
    tanker	 	 	9637076	 	 	 	49,997	 	 	ABS	 	+A1	 	 	2014	 	 	$	30,000,000	 
	Ship
    H	 	Trafalgar
    Shipco LLC	 	ARDMORE
    ENDEAVOUR	 	Product/chemical
    tanker	 	 	9667942	 	 	 	49,997	 	 	ABS	 	+A1	 	 	2013	 	 	$	28,500,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Total:	 	 	$	241,500,000	 





 






    165


     


    

 


SCHEDULE 8


 


LIST OF APPROVED VALUERS


 


Shipbroker


 


Maersk Broker UK Ltd


 


Inge Steensland AS


 


Arrow Valuation Ltd


 


Fearnleys AS


 


Simpson Spence & Young


 


Clarksons


 


Braemar Shipbrokers Ltd


 






    166


     


    

 


SCHEDULE 9


 


TERM LOAN REPAYMENT SCHEDULE


 


	Repayment Instalment number	 	Repayment amount	 	 	Term Loan outstanding	 
	 	 	 	 	 	 	$	100,000,000.00	 
	1	 	$	2,874,177.00	 	 	$	97,125,823.00	 
	2	 	$	2,874,177.00	 	 	$	94,251,646.00	 
	3	 	$	2,874,177.00	 	 	$	91,377,469.00	 
	4	 	$	2,874,177.00	 	 	$	88,503,292.00	 
	5	 	$	2,874,177.00	 	 	$	85,629,115.00	 
	6	 	$	2,874,177.00	 	 	$	82,754,938.00	 
	7	 	$	2,874,177.00	 	 	$	79,880,761.00	 
	8	 	$	2,874,177.00	 	 	$	77,006,584.00	 
	9	 	$	2,874,177.00	 	 	$	74,132,407.00	 
	10	 	$	2,874,177.00	 	 	$	71,258,230.00	 
	11	 	$	2,874,177.00	 	 	$	68,384,053.00	 
	12	 	$	2,874,177.00	 	 	$	65,509,876.00	 
	13	 	$	2,874,177.00	 	 	$	62,635,699.00	 
	14	 	$	2,874,177.00	 	 	$	59,761,522.00	 
	15	 	$	2,874,177.00	 	 	$	56,887,345.00	 
	16	 	$	2,874,177.00	 	 	$	54,013,168.00	 
	17	 	$	2,874,177.00	 	 	$	51,138,991.00	 
	18	 	$	2,874,177.00	 	 	$	48,264,814.00	 
	19	 	$	2,874,177.00	 	 	$	45,390,637.00	 
	20	 	$	2,874,177.00	 	 	$	42,516,460.00	 



 






    167


     


    

 


SCHEDULE 10


 


TIMETABLES


 


	Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of the Utilisation Request)) or a Selection Notice (Clause 9.1 (Selection of Interest Periods))	 	Five Business Days before the intended Utilisation Date (Clause 5.1 (Delivery of the Utilisation Request)) or the expiry of the preceding Interest Period (Clause 9.1 (Selection of Interest Periods))
	 	 	 
	Facility Agent notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders’ participation)	 	Three Business Days before the intended Utilisation Date.
	 	 	 
	LIBOR is fixed	 	Quotation Day as of 11:00 am London time




 






    168


     


    

 


EXECUTION PAGES


 


	BORROWERS	 	 	 
	 	 	 	 
	SIGNED by:	)	 	 
	 	)	Guy Davis	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact
	for and on behalf of	)	 	 
	FAROE SHIPCO LLC	)	 	 
	in the presence of:	)	 	 
	 	 	 	 
	Witness’ signature:	)	 	Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB
	 	 	 	 
	SIGNED by:	)		 
	 	)	Guy Davis	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	PLYMOUTH SHIPCO LLC	)	 	 
	in the presence of:	)	 	 
	 	 	 	 
	Witness’ signature:	)	 	Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB
	 	 	 	 
	SIGNED by:	)		 
	 	)	Guy Davis	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	PORTLAND SHIPCO LLC	)	 	 
	in the presence of:	)	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB
	 	 	 	 
	SIGNED by:	)		 
	 	)	Guy Davis	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	FISHER SHIPCO LLC	)	 	 
	in the presence of:	)	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB


 






    169


     


    

 


	SIGNED by:	)		 
	 	)	Guy Davis	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	FAIR ISLE SHIPCO LLC	)	 	 
	in the presence of:	)	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB
	 	 	 	 
	SIGNED by:	)		 
	 	)	Guy Davis	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	HUMBER SHIPCO LLC	)	 	 
	in the presence of:	)	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB
	 	 	 	 
	SIGNED by:	)		 
	 	)	Guy Davis	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	FORTH SHIPCO LLC	)	 	 
	in the presence of:	)	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB
	 	 	 	 
	SIGNED by:	)		 
	 	)	Guy Davis	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	TRAFALGAR SHIPCO LLC	)	 	 
	in the presence of:	)	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB


 






    170


     


    

 


	PARENT GUARANTOR	 	 
	 	 	 
	SIGNED by:	)		 
	 	)	Guy Davis	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	ARDMORE SHIPPING CORPORATION	)	 	 
	in the presence of:	)	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB
	 	 	 	 
	CORPORATE GUARANTOR	 	 	 
	 	 	 	 
	SIGNED by:	)		 
	 	)	Guy Davis	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 
	ARDMORE SHIPPING LLC	)	 	 
	in the presence of:	)	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB
	 	 	 	 
	HEDGE GUARANTORS	 	 	 
	 	 	 	 
	SIGNED by:	)		 
	 	)	Guy Davis	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	FAROE SHIPCO LLC	)	 	 
	in the presence of:	)	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB
	 	 	 	 
	SIGNED by:	)		 
	 	)	Guy Davis	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	PLYMOUTH SHIPCO LLC	)	 	 
	in the presence of:	)	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB


 






    171


     


    

 


	SIGNED by:	)	
	 	)	Guy Davis
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	PORTLAND SHIPCO LLC	)	 	 
	in the presence of:	)	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB
	 	 	 	 
	SIGNED by:	)		 
	 	)	Guy Davis	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	FISHER SHIPCO LLC	)	 	 
	in the presence of:	)	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB
	 	 	 	 
	SIGNED by:	)		 
	 	)	Guy Davis	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	FAIR ISLE SHIPCO LLC	)	 	 
	in the presence of:	)	 	 
	 	 	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB
	 	 	 	 
	SIGNED by:	)		 
	 	)	Guy Davis	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	HUMBER SHIPCO LLC	)	 	 
	in the presence of:	)	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB


 






    172


     


    

 


	SIGNED by:	)		 
	 	)	Guy Davis
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	FORTH SHIPCO LLC	)	 	 
	in the presence of:	)	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB
	 	 	 	 
	SIGNED by:	)		 
	 	)	Guy Davis	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	TRAFALGAR SHIPCO LLC	)	 	 
	in the presence of:	)	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB
	 	 	 	 
	ORIGINAL LENDERS	 	 	 
	 	 	 	 
	SIGNED by:	)		 
	 	)	S Sadhika	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	NORDEA BANK ABP, FILIAL I NORGE	)	 	 
	in the presence of:	)	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB
	 	 	 	 
	 	 	 	 
	SIGNED by:	)		 
	 	)	S Sadhika	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	SKANDINAVISKA ENSKILDA	)	 	 
	BANKEN AB (PUBL)	)	 	 
	in the presence of:	 	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	witness signature. Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB


 






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	ORIGINAL HEDGE COUNTERPARTIES	 	 	 
	 	 	 	 
	SIGNED by:	)		 
	 	)	S Sadhika	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	NORDEA BANK ABP	)	 	 
	in the presence of:	)	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB
	 	 	 	 
	SIGNED by:	)		 
	 	)	S Sadhika	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	SKANDINAVISKA ENSKILDA	)	 	 
	BANKEN AB (PUBL)	)	 	 
	in the presence of:	 	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB
	MANDATED LEAD ARRANGERS	 	 	 
	 	 	 	 
	SIGNED by:	)		 
	 	)	S Sadhika	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	NORDEA BANK ABP, FILIAL I NORGE	)	 	 
	in the presence of:	)	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB
	 	 	 	 
	SIGNED by:	)		 
	 	)	S Sadhika	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	SKANDINAVISKA ENSKILDA	)	 	 
	BANKEN AB (PUBL)	)	 	 
	in the presence of:	 	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB


 






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	BOOKRUNNERS	 	 	 
	 	 	 	 
	SIGNED by:	)		 
	 	)	S Sadhika	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	NORDEA BANK ABP, FILIAL I NORGE	)	 	 
	in the presence of:	)	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB
	 	 	 	 
	SIGNED by:	)		 
	 	)	S Sadhika	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	SKANDINAVISKA ENSKILDA	)	 	 
	BANKEN AB (PUBL)	)	 	 
	in the presence of:	 	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB
	DOCUMENTATION AGENT	 	 	 
	SIGNED by:	)		 
	 	)	S Sadhika	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	SKANDINAVISKA ENSKILDA	)	 	 
	BANKEN AB (PUBL)	)	 	 
	in the presence of:	 	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB
	FACILITY AGENT	 	 	 
	 	 	 	 
	SIGNED by:	)		 
	 	)	S Sadhika	 
	duly authorised attorney-in-fact	)	Attorney-in-Fact	 
	for and on behalf of	)	 	 
	NORDEA BANK ABP, FILIAL I NORGE	)	 	 
	in the presence of:	)	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB


 






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	SECURITY AGENT	 	 	 
	 	 	 	 
	SIGNED by:	)		S Sadhika
	 	)	 	Attorney-in-Fact
	duly authorised attorney-in-fact	)	 	 
	for and on behalf of	)	 	 
	NORDEA BANK ABP, FILIAL I NORGE	)	 	 
	in the presence of:	)	 	 
	 	 	 	 
	Witness’ signature:	)		Rachel Lee
	Witness’ name:	)	 	Trainee Solicitor
	Witness’ address:	)	 	Watson Farley & Williams LLP
	 	 	 	15 Appold Street
	 	 	 	London EC2A 2HB


 






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