Section 1 Interpretation

1

Definitions and Interpretation

Section 2 The Facility

2

The Facility

3

Purpose

4

Conditions of Utilisation

Section 3 Utilisation

5

Utilisation

Section 4 Repayment, Prepayment and Cancellation

6

Repayment

7

Prepayment and Cancellation

Section 5 Costs of Utilisation

8

Interest

9

Interest Periods

10

Changes to the Calculation of Interest

11

Fees and Sinosure Premium

Section 6 Additional Payment Obligations

12

Tax Gross Up and Indemnities

13

Increased Costs

14

Other Indemnities

15

Mitigation by the Finance Parties

16

Costs and Expenses

Section 7 Joint and Several Liability of Borrowers

17

Joint and Several Liability of the Borrowers

18

Guarantee and Indemnity – Hedge Guarantors

Section 8 Representations, Undertakings and Events of Default

19

Representations

20

Information Undertakings

21

General Undertakings

22

Insurance Undertakings

23

Shipbuilding Contract Undertakings

24

Ship Undertakings

25

Security Cover

26

Accounts and Application of Earnings

27

Events of Default

Section 9 Changes to Parties

28

Changes to the Lenders and the Hedge Counterparties

29

Changes to the Transaction Obligors

Section 10 The Finance Parties

30

The Facility Agent and the Bookrunner

31

The Security Agent

32

The Sinosure Agent

33

Conduct of Business by the Finance Parties

34

Sharing among the Finance Parties

Section 11 Administration

35

Payment Mechanics

36

Set-Off

37

Bail-In

38

Notices

39

Calculations and Certificates

40

Partial Invalidity

41

Remedies and Waivers

42

Entire Agreement

43

Settlement or Discharge Conditional

44

Irrevocable Payment

45

Amendments and Waivers

46

Confidential Information

47

Confidentiality of Funding Rates

48

Counterparts

Section 12 Governing Law and Enforcement

49

Governing Law

50

Enforcement

Schedules

Schedule 1 The Parties

Part A The Borrowers

Part B The Hedge Guarantors

Part C The Original Lenders

Part D The Hedge Counterparties

Part E The Servicing Parties

Part F The Bookrunner

Part G The Sinosure Agent

Schedule 2 Conditions Precedent

Part A Conditions Precedent to the Facility Agreement

Part B Conditions Precedent to each Utilisation Request

Part C Conditions Precedent to Utilisation

Schedule 3 Requests

Part A Utilisation Request

Part B Selection Notice

Schedule 4 Form of Transfer Certificate

Schedule 5 Form of Assignment Agreement

Schedule 6 Timetables

Schedule 7 Details of the Ships and other Definitions

Schedule 8 Reference Rate Terms

Schedule 9 Daily Non-Cumulative Compounded RFR Rate

Schedule 10 Cumulative Compounded RFR Rate

Execution

Execution Pages

TERPSICHORE SHIPPING CORPORATION, a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as a borrower (“Borrower A”)

ERATO SHIPMANAGEMENT CORPORATION, a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as a borrower (“Borrower B”)

CALLIOPE SHIPPING CORPORATION, a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as a borrower (“Borrower C”)

EUTERPE SHIPPING CORPORATION, a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as a borrower (“Borrower D”)

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

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

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

DNB (UK) LIMITED as bookrunner (the “Bookrunner”)

DNB BANK ASA, LONDON BRANCH as agent of the other Finance Parties (the “Facility Agent”)

DNB BANK ASA, LONDON BRANCH as security agent for the Secured Parties (the “Security Agent”)

DNB BANK ASA (acting through its London branch) as agent of the Lenders for any Sinosure related matters (the “Sinosure Agent”)

The Lenders have agreed to make available to the Borrowers a term loan facility in an aggregate amount of up to $161,600,000 to finance part of the Contract Price of each Ship, currently under construction by the Builder for, and to be purchased by, each relevant Borrower, divided into four Tranches as follows:

Tranche A in a principal amount not exceeding the lesser of (i) $40,000,000, (ii) 65 per cent. of the Contract Price of Ship A and (iii) 65 per cent. of the Initial Market Value of Ship A;

Tranche B in a principal amount not exceeding the lesser of (i) $40,000,000, (ii) 65 per cent. of the Contract Price of Ship B and (iii) 65 per cent. of the Initial Market Value of Ship B;

Tranche C in a principal amount not exceeding the lesser of (i) $40,800,000, (ii) 65 per cent. of the Contract Price of Ship C and (iii) 65 per cent. of the Initial Market Value of Ship C; and

Tranche D in a principal amount not exceeding the lesser of (i) $40,800,000, (ii) 65 per cent. of the Contract Price of Ship D and (iii) 65 per cent. of the Initial Market Value of Ship D.

The Hedge Counterparties have agreed to 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.

Sinosure has agreed to provide an export buyer’s credit insurance policy covering ninety-five (95) per cent. of the political and commercial risks associated with the Facility and interest accrued thereon.

Definitions

the amount of its participation in the outstanding Loan; and

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

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;

in relation to any state other than such an EEA Member Country and 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; and

in relation to the United Kingdom, the UK Bail-In Legislation.

any date for payment or purchase of an amount relating to the Loan, any part of the Loan or Unpaid Sum; or

the determination of the first day or the last day of an Interest Period for the Loan, any part of the Loan or Unpaid Sum, or otherwise in relation to the determination of the length of such an Interest Period,

in relation to Tranche A, the lower of (i) $8,000,000 and (ii) an amount when aggregated with the amount provided under the ECA Advance under Tranche A equals to the lower of (A) 65 per cent. of the Contract Price of Ship A and (B) 65 per cent. of the Initial Market Value of Ship A;

in relation to Tranche B, the lower of (i) $8,000,000 and (ii) an amount when aggregated with the amount provided under the ECA Advance under Tranche B equals to the lower of (A) 65 per cent. of the Contract Price of Ship B and (B) 65 per cent. of the Initial Market Value of Ship B;

in relation to Tranche C, the lower of (i) $8,160,000 and (ii) an amount when aggregated with the amount provided under the ECA Advance under Tranche C equals to the lower of (A) 65 per cent. of the Contract Price of Ship C and (B) 65 per cent. of the Initial Market Value of Ship C; and

in relation to Tranche D, the lower of (i) $8,160,000 and (ii) an amount when aggregated with the amount provided under the ECA Advance under Tranche D equals to the lower of (A) 65 per cent. of the Contract Price of Ship D and (B) 65 per cent. of the Initial Market Value of Ship D.

an Original Commercial Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party as a Commercial Lender in relation to in accordance with Clause 28 (Changes to the Lenders and the Hedge Counterparties),

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

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

in relation to a Commercial Lender, its Commercial Lender Commitment; and

in relation to an ECA Lender, its ECA Lender Commitment,

is agreed in writing by the Borrowers, the Facility Agent (in its own capacity) and the Facility Agent (acting on the instructions of Majority Lenders);

specifies a calculation methodology for that rate; and

has been made available to the Borrowers and each Finance Party.

any member of the Group or any of its advisers; or

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,

information that:

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 46 (Confidential Information); or

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

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; or

in relation to the Guarantor such information as the Guarantor is entitled to disclose by rules and regulations of the SEC and any US Stock Exchange applicable to the Guarantor; and

any Funding Rate.

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

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

from performing its payment obligations under the Finance Documents; or

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

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:

all freight, hire and passage moneys including, without limitation, all moneys payable under, arising out of or in connection with a Charter or a Charter Guarantee;

the proceeds of the exercise of any lien on sub-freights;

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

remuneration for salvage and towage services;

demurrage and detention moneys;

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;

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

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

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.

an account in the name of that Borrower with the Account Bank designated “[name of borrower] - Earnings Account”;

any other account (with that or another office of the Account Bank) which is designated by the Facility Agent as the Earnings Account for the purposes of this Agreement; or

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

in relation to Tranche A, the lower of (i) $32,000,000 and (ii) an amount when aggregated with the amount provided under the Commercial Advance under Tranche A equals to the lower of (A) 65 per cent. of the Contract Price of Ship A and (B) 65 per cent. of the Initial Market Value of Ship A;

in relation to Tranche B, the lower of (i) $32,000,000 and (ii) an amount when aggregated with the amount provided under the Commercial Advance under Tranche B equals to the lower of (A) 65 per cent. of the Contract Price of Ship B and (B) 65 per cent. of the Initial Market Value of Ship B;

in relation to Tranche C, the lower of (i) $32,640,000 and (ii) an amount when aggregated with the amount provided under the Commercial Advance under Tranche C equals to the lower of (A) 65 per cent. of the Contract Price of Ship C and (B) 65 per cent. of the Initial Market Value of Ship C; and

in relation to Tranche D, the lower of (i) $32,640,000 and (ii) an amount when aggregated with the amount provided under the Commercial Advance under Tranche D equals to the lower of (A) 65 per cent. of the Contract Price of Ship D and (B) 65 per cent. of the Initial Market Value of Ship D.

any Original ECA Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party as an ECA Lender in relation to in accordance with Clause 28 (Changes to the Lenders and the Hedge Counterparties),

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

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

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

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 Transaction Obligor and/or any operator or manager of a Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or

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 Transaction Obligor and/or any operator or manager of a Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action.

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

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

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.

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

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.

this Agreement;

any Fee Letter;

the Guarantee;

each Utilisation Request;

any Reference Rate Supplement;

any Compounding Methodology Supplement;

any Security Document;

any Hedging Agreement;

any Manager’s Undertaking;

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

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

moneys borrowed;

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

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

the amount of any liability in relation to any lease or hire purchase contract which would, in accordance with GAAP, be treated as a balance sheet liability;

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

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

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

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

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

that Ship’s Earnings, its Insurances and any Requisition Compensation in relation to that Ship; and

any Charter and any Charter Guarantee in relation to that Ship; and

the benefit of any warranties of quality in favour of the relevant Borrower under the relevant Shipbuilding Contract of that Ship,

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, that Ship’s Earnings or otherwise in relation to that Ship whether before, on or after the date of this Agreement; and

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.

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

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,

unless otherwise specified by the Facility Agent, as at a date not more than 30 days previously;

by an Approved Valuer or Approved Valuers;

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

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.

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

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

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.

which is a time, voyage or consecutive voyage charter;

the duration of which does not exceed and is not capable of exceeding, by virtue of any optional extensions, 12 months plus a redelivery allowance of not more than 30 days;

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

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

any Financial Indebtedness incurred under the Finance Documents; and

any Financial Indebtedness (including without limitation, any shareholder or intra-Group loans made available to the Borrowers (or any of them) in the normal course of its business of trading and operating any of Ship) that is subordinated to all Financial Indebtedness incurred under the Finance Documents in writing in a manner acceptable to the Facility Agent in all respects.

Security created by the Finance Documents or disclosed in writing to the Facility Agent prior to the signing of this Agreement and acceptable to the Facility Agent;

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;

liens for unpaid master’s and crew’s wages in accordance with first-class ship ownership and management practice;

liens for salvage;

liens for master’s disbursements incurred in the ordinary course of trading; and

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

not as a result of any default or omission by any Borrower;

not being enforced through arrest; and

subject, in the case of liens for repair or maintenance, to Clause 24.16 (Restrictions on chartering, appointment of managers etc.) and provided such lien does not secure amounts more than 30 days overdue (unless the overdue amount is being contested in good faith by appropriate steps).

its Original Jurisdiction;

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

any jurisdiction where it conducts its business; and

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

the Obligors and each of their Subsidiaries; and

each of their directors, officers and employees.

any expropriation, confiscation, requisition (excluding a requisition for hire or use which does not involve a requisition for title) 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 (whether de jure or de facto) by any government or official authority or by any person or persons claiming to be or to represent a government or official authority; and

any capture or seizure of that Ship (including any hijacking or theft) by any person whatsoever.

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

located in or incorporated under the laws of any country or territory that is the target of comprehensive, country- or territory-wide Sanctions; or

directly or indirectly owned or controlled by, or acting on behalf, at the direction or for the benefit of, a person referred to in (a) and/or (to the extent relevant under Sanctions) (b) above.

the lists of Sanctions designations and/or targets maintained by any Sanctions Authority and/or

any other Sanctions designation or target listed and/or adopted by a Sanctions Authority,

any Shares Security;

any Mortgage;

any Deed of Covenant;

any General Assignment;

any Charterparty Assignment;

any Account Security;

any Hedging Agreement Security;

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

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

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;

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;

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

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,

rights intended for the sole benefit of the Security Agent; and

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.

a majority of the issued shares in S (or a majority of the issued shares in S which carry unlimited rights to capital and income distributions) are directly owned by P or are indirectly attributable to P; and

P has direct or indirect control over a majority of the voting rights attached to the issued shares of S;

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

in the case of any of the events described in paragraph (a) of the definition “Requisition”, any such Requisition of a Ship unless that Ship is returned to the full control of the relevant Borrower within 90 days of such Requisition; and

in the case of any of the events described in paragraph (b) of the definition “Requisition”, any such Requisition of a Ship unless that Ship is returned to the full control of the relevant Borrower within 90 days of such Requisition, provided that in the case of hijacking, if the relevant underwriters confirm to the Facility Agent in writing (in customary terms) prior to the end of the 90 day period that that Ship will be covered by that Borrower’s war risk insurance, the shorter of 12 months and the period for which such cover is confirmed to attach.

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;

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

the date on which a notice of abandonment is given (or deemed or agreed to be given) to the insurers; and

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

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.

a Finance Document;

a Shipbuilding Contract;

any Assignable Charter;

any Charter Guarantee relating to an Assignable Charter;

a Sinosure Policy; or

any other document designated as such by the Facility Agent and a Borrower.

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

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

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

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

any value added tax imposed by the Value Added Tax Act 1994;

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

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

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;

in relation to the UK Bail-In Legislation, 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

in relation to any other applicable Bail-In Legislation:

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

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

Construction

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

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

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

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

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

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

a Lender’s “cost of funds” in relation to its participation in the Loan or any part of the Loan is a reference to the average cost (determined either on an actual or a notional basis) which that Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in the Loan or that part of the Loan for a period equal in length to the Interest Period of the Loan or that part of the Loan;

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

a “group of Lenders” includes all the Lenders;

“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;

“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;

“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;

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

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;

a reference to a “Ship”, its name, its flag and, if applicable, its port of registry shall include any replacement name, flag and, if applicable, replacement port of registry, in each case, as may be approved in writing from time to time by the Facility Agent acting with the authorisation of the Lenders;

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

a time of day is a reference to London time;

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;

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

“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.

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

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.

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.

A reference in this Agreement to a page or screen of an information service displaying a rate shall include:

any replacement page of that information service which displays that rate; and

the appropriate page of such other information service which displays that rate from time to time in place of that information service,

A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate.

Any Reference Rate Supplement overrides anything in:

Schedule 8 (Reference Rate Terms); or

any earlier Reference Rate Supplement.

A Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate overrides anything relating to that rate in:

Schedule 9 (Daily Non-Cumulative Compounded RFR Rate) or Schedule 10 (Cumulative Compounded RFR Rate), as the case may be; or

any earlier Compounding Methodology Supplement.

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.

Construction of insurance terms

Agreed forms of Finance Documents

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

in any other form agreed in writing between each Borrower and the Facility Agent acting with the authorisation of the Majority Lenders or, where Clause 45.2 (All Lender matters) applies, all the Lenders.

Third party rights

Unless expressly provided to the contrary in a Finance Document, a person (other than Sinosure) 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.

Sinosure 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, and is a third party beneficiary of the terms of this Agreement and the rights expressed to be for its benefit.

Subject to Clause 45.3 (Other exceptions) and except where the consent of Sinosure is expressly required pursuant to any term of any Finance Document, but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

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

The Facility

Finance Parties’ rights and obligations

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.

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from a Transaction Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of the Loan or any other amount owed by a Transaction Obligor which relates to a Finance Party’s participation in the Facility or its role under a Finance Document (including any such amount payable to the Facility Agent on its behalf) is a debt owing to that Finance Party by that Transaction Obligor.

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

No obligations imposed on Sinosure

Sinosure override

Notwithstanding anything to the contrary in any Finance Document, nothing in any Finance Document shall oblige any Finance Party to act (or omit to act) in a manner that is inconsistent with any requirement of Sinosure under or in connection with any Sinosure Policy and in particular, each Finance Party:

shall be authorised to take all such actions as it may deem necessary to ensure that all requirements of Sinosure under or in connection with any Sinosure Policy are complied with;

shall be required to exercise, or to refrain from exercising, its rights, powers, authorities and discretions under, and performing its obligations under, or in connection with, the Finance Documents, in accordance with any instructions given to it by Sinosure in accordance with the provisions of any Sinosure Policy;

shall not be obliged to do anything if, in its opinion, to do so could result in a breach of any requirement of Sinosure under or in connection with any Sinosure Policy or affect the validity of any Sinosure Policy or otherwise result in a Sinosure Termination Event pursuant to Clause 7.7 (Mandatory prepayment – Sinosure Policy); and

shall not be acting or making any determination unreasonably if such action or such determination is made in accordance with any Sinosure Policy or any instructions given to it by Sinosure in accordance with the provisions of any Sinosure Policy.

In the event of any conflict between the terms of this Agreement and any Sinosure Policy, the terms of that Sinosure Policy shall prevail.

Nothing in this Clause 2.4 (Sinosure override) shall affect the obligations of any Obligor under the Finance Documents.

Separate Agreements

each Sinosure Policy is a separate arrangement between Sinosure and the Finance Parties;

the Borrowers shall not have any right or recourse against the Finance Parties in respect of or arising by reason of any payment made by Sinosure to any Finance Party under any Sinosure Policy; and

the payment obligations of the Borrowers to the Finance Parties under the Finance Documents shall in no way be affected by any Sinosure Policy.

Purpose

Monitoring

Conditions precedent to the Facility Agreement

Conditions precedent to each Utilisation Request

Further conditions precedent

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

no Default is continuing or would occur from the proposed Advance; and

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

in the case of each Advance, the Facility Agent has received on or before the relevant Utilisation Date, or is satisfied it will receive when such Advance is made available or released (as the case may be), all of the documents and other evidence listed in Part C of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent; and

each Sinosure Policy remains in full force and effect and the Facility Agent has not received, through the Sinosure Agent, any notice from Sinosure requesting the Lenders to suspend the making of the relevant Advance or to repudiate the relevant Sinosure Policy and/or advising the Lenders that the relevant Advance will not be secured by the applicable Sinosure Policy and/or the Lenders are not required by the terms of the relevant Sinosure Policy to suspend the making of that Advance;

no occurrence, event or circumstances exist which prohibit any of the Lenders from participating in the relevant Advance pursuant to the terms of the relevant Sinosure Policy; and

the obligations of Sinosure under the relevant Sinosure Policy have not been terminated, cancelled, become invalid or unenforceable or otherwise ceased to be in full force and effect.

Notification of satisfaction of conditions precedent

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 (Conditions precedent to the Facility Agreement), Clause 4.2 (Conditions precedent to each Utilisation Request) and Clause 4.3 (Further conditions precedent).

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.

Waiver of conditions precedent

Delivery of a Utilisation Request

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

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

Completion of a Utilisation Request

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

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

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

the proposed Interest Period complies with Clause 8.4 (Notifications);

the account details to where the relevant Tranche will be remitted; and

duly executed by an authorised signatory of each Borrower.

Currency and amount

The currency specified in a Utilisation Request must be dollars.

The amount of the proposed Tranche, in relation to each Ship, will comprise of the relevant Commercial Advance and the ECA Advance and must be an amount which is not more than:

in relation to Tranche A, the lower of (i) $40,000,000, (ii) 65 per cent. of the Contract Price of Ship A and (iii) 65 per cent. of the Initial Market Value of Ship A;

in relation to Tranche B, the lower of (i) $40,000,000, (ii) 65 per cent. of the Contract Price of Ship B and (iii) 65 per cent. of the Initial Market Value of Ship B;

in relation to Tranche C, the lower of (i) $40,800,000, (ii) 65 per cent. of the Contract Price of Ship C and (iii) 65 per cent. of the Initial Market Value of Ship C; and

in relation to Tranche D, the lower of (i) $40,800,000, (ii) 65 per cent. of the Contract Price of Ship D and (iii) 65 per cent. of the Initial Market Value of Ship D,

The amount of the proposed Tranche 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 25 (Security Cover) were applied and notice was given by the Facility Agent under Clause 25.1 (Minimum required security cover) immediately after that Advance was made.

Lenders’ participation

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

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

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

Notice to Sinosure and the Sinosure Agent

Cancellation of Commitments

Payment to third parties

Disbursement of Advance to third party

Prepositioning of funds

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

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

Repayment of Loan

Tranche A shall be repaid by:

20 consecutive quarterly instalments, each in an amount of $1,000,000 followed by 20 consecutive quarterly instalments of $400,000 (each a “Tranche A Repayment Instalment” and together the “Tranche A Repayment Instalments”); and

a balloon instalment in the amount of $12,000,000 (the “Tranche A Balloon Instalment”);

Tranche B shall be repaid by:

20 consecutive quarterly instalments, each in an amount of $1,000,000 followed by 20 consecutive quarterly instalments of $400,000 (each a “Tranche B Repayment Instalment” and together the “Tranche B Repayment Instalments”); and

a balloon instalment in the amount of $12,000,000 (the “Tranche B Balloon Instalment”);

Tranche C shall be repaid by:

20 consecutive quarterly instalments, each in an amount of $1,020,000 followed by 20 consecutive quarterly instalments of $408,000 (each a “Tranche C Repayment Instalment” and together the “Tranche C Repayment Instalments”); and

a balloon instalment in the amount of $12,240,000 (the “Tranche C Balloon Instalment”); and

Tranche D shall be repaid by:

20 consecutive quarterly instalments, each in an amount of $1,020,000 followed by 20 consecutive quarterly instalments of $408,000 (each a “Tranche D Repayment Instalment” and together the “Tranche D Repayment Instalments” and together with the Tranche A Repayment Instalments, the Tranche B Repayment Instalments and the Tranche C Repayment Instalments, the “Repayment Instalments” and each a “Repayment Instalment”); and

a balloon instalment in the amount of $12,240,000 (the “Tranche D Balloon Instalment” and together with the Tranche A Balloon Instalment, the Tranche B Balloon Instalment and the Tranche C Balloon Instalment, the “Balloon Instalments” and each a “Balloon Instalment”).

Repayment Dates

Save as referred to in paragraph (b) below, the first Repayment Instalment in respect of each Tranche shall be repaid on the date falling three Months from the relevant Utilisation Date, each subsequent Repayment Instalment in relation to such Tranche shall be repaid at quarterly intervals thereafter and the relevant Balloon Instalment shall be repaid on the Termination Date relating to such Tranche.

After the Utilisation of the last Tranche, the remaining Repayment Instalments in relation to each Tranche already drawn shall be aligned and the next Repayment Instalment in relation to each Tranche shall be repaid on the date falling three Months from the Utilisation Date of the last Tranche and the remaining Repayment Instalments in relation to each Tranche shall be repaid at quarterly intervals until the relevant Termination Date of such Tranche. The Facility Agent shall notify the Lenders and the Borrowers of the revised repayment schedule within five Business Days from the last Utilisation Date.

Effect of cancellation and prepayment on scheduled repayments

If the Borrowers cancel the whole or any part of any Available Commitment in accordance with Clause 7.10 (Right of repayment and cancellation in relation to a single Lender) or if the Available Commitment of any Lender is cancelled under Clause 7.1 (Illegality) then the relevant Repayment Instalments and the relevant Balloon Instalments falling after that cancellation will be reduced pro rata by the amount of the Available Commitments so cancelled.

If the whole or part of any Commitment is cancelled pursuant to Clause 5.6 (Cancellation of Commitments) or Clause 7.3 (Voluntary and automatic cancellation), then the Repayment Instalments and the Balloon Instalments falling after that cancellation will be reduced pro rata by the amount of the Commitments so cancelled.

If any part of the Loan is repaid or prepaid in accordance with Clause 7.10 (Right of repayment and cancellation in relation to a single Lender) or Clause 7.1 (Illegality) then the relevant Repayment Instalments and the relevant Balloon Instalments falling after that repayment or prepayment (as applicable) will be reduced pro rata by the amount of the Loan repaid or prepaid.

If any part of the Loan is prepaid in accordance with Clause 7.4 (Voluntary prepayment of Loan), then such prepayment shall be applied against each Tranche and the amount of the Repayment Instalments and the relevant Balloon Instalment for each Tranche for each Repayment Date falling after that repayment or prepayment will be reduced pro rata by the amount of the Loan repaid or prepaid.

If any part of the Loan is prepaid in accordance with Clause 7.5 (Mandatory prepayment on sale, seizure or Total Loss), Clause 7.6 (Mandatory prepayment of Hedging Prepayment Proceeds), Clause 7.7 (Mandatory prepayment – Sinosure Policy) or Clause 7.8 (Mandatory prepayment – Time Charters), then the amount of the Loan prepaid shall be applied against the Tranche which has been used in respect of the relevant Ship and thereafter any balance shall reduce the then outstanding Repayment Instalments and the Balloon Instalments of the other Tranches pro rata.

Termination Date

Reborrowing

Illegality

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

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

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

accrued interest and all other amounts accrued for that Lender under the Finance Documents shall be immediately due and payable.

Change of control

the Borrowers shall and shall procure that the Guarantor shall promptly notify the Facility Agent upon becoming aware of that event; and

if the Majority Lenders so require, the Facility Agent shall, by not less than 10 Business Days’ notice to the Borrowers, cancel the Facility and declare the Loan, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Facility will be cancelled and the Loan and all such outstanding interest and other amounts will become immediately due and payable.

In this Clause 7.2 (Change of control):

Navios Maritime Holdings Inc. and/or Mrs. Angeliki Frangou and her direct descendants (either directly or indirectly) (through entities owned and controlled by

Mrs. Angeliki Frangou and her direct descendants (either directly or indirectly) (through entities owned and controlled by her or trusts or foundations of which she is a beneficiary), ceasing to be the owner of, or having ultimate control of the voting rights attaching to all the issued shares in the general partner of the Guarantor, which is currently Olympos Maritime Ltd; or

Mrs. Angeliki Frangou ceasing to act as chairman or chief executive officer of the Guarantor and Olympos Maritime Ltd ceasing to be the general partner of the Guarantor; or

any person or group of persons acting in concert, other than Navios Maritime Holdings Inc., Mrs Angeliki Frangou and her direct descendants (either directly or indirectly), gaining control of the Guarantor.

Voluntary and automatic cancellation

The Borrowers may, if they give the Facility Agent not less than five 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 per Tranche outstanding) of the Available Facility. Any cancellation under this Clause 7.3 (Voluntary and automatic cancellation) shall reduce the Commitments of the Lenders rateably and the amount of the relevant Tranche(s).

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

Voluntary prepayment of Loan

Mandatory prepayment on sale, seizure or Total Loss

If a Ship is sold (without prejudice to paragraph (a) of Clause 21.12 (Disposals)) or becomes a Total Loss, the Borrowers shall on the Relevant Date prepay an amount equal to (i) the Tranche applicable to that Ship and (ii) such amount, if applicable, to eliminate any shortfall arising in the ratio set out in Clause 25 (Security Cover) immediately following such prepayment.

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

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

in the case of a Total Loss, on the earlier of (i) the date falling 180 days after the Total Loss Date and (ii) the date of receipt by the Security Agent of the proceeds of insurance relating to such Total Loss.

Mandatory prepayment of Hedging Prepayment Proceeds

Mandatory prepayment – Sinosure Policy

The Facility Agent shall inform the Borrowers if, following the Utilisation Date in respect of any Tranche:

a Sinosure Policy or any obligation of Sinosure under a Sinosure Policy is terminated in whole or in part, cancelled, suspended becomes invalid or unenforceable or otherwise ceases to be in full force and effect or otherwise modified in any material respect other than agreed by the Lenders; or

it becomes unlawful or impossible for Sinosure to fulfil any of the obligations expressed to be assumed by it in any Sinosure Policy or for the Sinosure Agent or a Lender to exercise their rights or any of them under any Sinosure Policy; or

the Sinosure Agent or any Lender is informed of Sinosure’s intention to, or Sinosure has stated its intention to, repudiate, terminate, cancel or suspend the application of a Sinosure Policy; or

Sinosure refuses to accept a claim by the Sinosure Agent under the Sinosure Policy or to pay the compensation in a manner as instructed by the Facility Agent except where such refusal is valid under the Sinosure Policy; or

any of the events or circumstances set out in Clause 27.7 (Insolvency) and Clause 27.8 (Insolvency proceedings) occurs in relation to Sinosure; or

any Authorisation necessary to enable Sinosure to:

issue and maintain any Sinosure Policy;

discharge any liability under any Sinosure Policy; or

comply with any provision of any Sinosure Policy which the Facility Agent (acting reasonably) considers material,

Sinosure ceases to be a policy-orientated financial institution under the direct authority of the People’s Republic of China,

Following such notification, if the Lenders so require and provided that the Sinosure Termination Event is still continuing, the Facility Agent shall give notice to the Borrowers that the Commitments in relation to the relevant Tranche shall be cancelled with effect on the date specified in such notice and/or all other amounts owing to the Finance Parties under the Finance Documents in relation to that Tranche shall fall due for prepayment or (as the case may be) payment and be so paid by the Borrowers immediately after such date of cancellation.

Mandatory prepayment – Time Charters

Subject to paragraph (b), if an Initial Charter is terminated or is cancelled, rescinded or frustrated for any reason whatsoever before the time that such Initial Charter was scheduled to expire (the “Charter Termination Event”) any utilised Commitment of each Lender in respect of the Tranche relating to that Ship shall be automatically cancelled and the Borrowers shall prepay such part of the Tranche relating to that Ship.

No cancellation or prepayment under paragraph (a) above will be required if within 60 days from such Charter Termination Event, the relevant Borrower has provided the Facility Agent with a Charter which is entered into with an established liner company for a duration equal to or greater than the remaining duration of the relevant Initial Charter and at a rate sufficient to cover the principal, interest payments and vessel operating expenses relating to such Ship and in all respects acceptable to the Facility Agent acting on the authorisation of the Majority Lenders and Sinosure and, if applicable, the relevant Borrower has complied with its obligations under Clause 24.19 (Charterparty Assignment).

Mandatory prepayment – Put Option

The Borrowers shall, if requested by a Commercial Lender (acting in its sole discretion), prepay the Commercial Advances owed to such Commercial Lender in the amounts specified in the Put Option Notice (as defined below) on the date falling on the fifth anniversary after the first Utilisation Date (the “Put Option Repayment Date”) provided that the relevant Commercial Lender provides a written notice (the “Put Option Notice”) to the Borrowers, the Facility Agent, the ECA Lender and the Sinosure Agent, not less than 180 days prior to the Put Option Repayment Date.

Upon receipt of a Put Option Notice, the Borrowers shall have the right to propose a new Lender (the “Replacement Commercial Lender”) to replace the outgoing Commercial Lender, subject to the approval of Sinosure and any ECA Lender (and shall inform Sinosure and the ECA Lenders accordingly and such approval or non-approval, as the case may be, to be provided by Sinosure and any ECA Lender within 15 Business Days thereafter) on the basis that such Replacement Commercial Lender confirms its willingness to assume at least 30 days prior to the Put Option Repayment Date and does assume by the Put Option Repayment Date all the obligations of the transferring Lender in accordance with Clause 28 (Changes to the Lenders and

In the event that a Commercial Lender serves a Put Option Notice and either such Replacement Commercial Lender is not accepted by Sinosure or any ECA Lender, or such Replacement Commercial Lender has not confirmed its willingness to assume at least 30 days prior to the Put Option Repayment Date and does not assume by the Put Option Repayment Date all the obligations of the transferring Lender as per paragraph (b) above, an ECA Lender shall also have the right to require from the Borrowers to prepay any or all ECA Advances on the Put Option Repayment Date, which shall be immediately notified to the Borrowers, the Facility Agent and the Sinosure Agent.

Right of repayment and cancellation in relation to a single Lender

If:

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

any Lender claims indemnification from a Borrower under Clause 12.3 (Tax indemnity) or Clause 13 (Increased costs),

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

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

The Borrowers may, in the circumstances set out in paragraph (a) above, with the prior consent of Sinosure, on 15 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 28 (Changes to the Lenders and the Hedge Counterparties) (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 28 (Changes to the Lenders and the Hedge Counterparties) 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 28.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.

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

the Borrowers shall have no right to replace a Lender acting in its capacity as a Servicing Party;

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

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

the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (d) 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.

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

Restrictions

Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment 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, the amount of that cancellation or prepayment and, if relevant, the part of the Loan to be prepaid or cancelled.

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and amounts (if any) payable under the Hedging Agreement in connection with that prepayment and, subject to the fee provided for in Clause 11.3 (Prepayment fee) and any Break Costs, without premium or penalty.

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

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.

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

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

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

Application of prepayments

Calculation of interest

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

the Margin; and

the Compounded Reference Rate for that day.

If any day during an Interest Period for the Loan or any part of the Loan is not an RFR Banking Day, the rate of interest on the Loan or that part of the Loan for that day will be the rate applicable to the immediately preceding RFR Banking Day.

Payment of interest

Default interest

If a Transaction Obligor fails to pay any amount payable by it under a Finance Document other than a Hedging Agreement 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 is two per cent. per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted part of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Facility Agent. Any interest accruing under this Clause 8.3 (Default interest) shall be immediately payable by the Borrowers on demand by the Facility Agent.

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.

Notifications

The Facility Agent shall promptly upon an Interest Payment being determinable, notify:

the Borrowers of that Interest Payment;

each Lender of the proportion of that Interest Payment which relates to that Lender’s participation in the Loan or the relevant part of the Loan; and

the Lenders and the Borrowers of:

each applicable rate of interest relating to the determination of that Interest Payment; and

to the extent it is then determinable, the Market Disruption Rate (if any) relating to the Loan or the relevant part of the Loan.

The Facility Agent shall promptly notify the Borrowers of each Funding Rate relating to the Loan or any part of the Loan.

The Facility Agent shall promptly notify the Lenders and the Borrowers of the determination of a rate of interest relating to the Loan or any part of the Loan to which Clause 10.2 (Cost of funds) applies.

This Clause 8.4 (Notifications) shall not require the Facility Agent to make any notification to any Party on a day which is not a Business Day.

Hedging

The Borrowers shall have the option to enter into a Hedging Agreement and shall after that date maintain such Hedging Agreement in accordance with this Clause 8.5 (Hedging).

The aggregate notional amount of the transactions in respect of the Hedging Agreement shall be at least such amount of the Loan to be agreed between the Borrowers and the other Parties to this Agreement at the time of entering into any Hedging Agreement.

The Hedging Agreement shall:

be with a Hedge Counterparty and each Hedge Counterparty shall also be a Lender;

be for a term ending on the Termination Date;

have settlement dates coinciding with the Interest Payment Dates;

be based on an ISDA Master Agreement and otherwise in form and substance satisfactory to the Facility Agent; and

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

The rights of each Borrower under the Hedging Agreement and any Hedge Counterparty Guarantee shall be charged or assigned by way of security under the Hedging Agreement Security.

The parties to the Hedging Agreement must comply with the terms of the Hedging Agreement.

Neither a Hedge Counterparty nor a Borrower may amend, supplement, extend or waive the terms of the Hedging Agreement or Hedge Counterparty Guarantee without the consent of the Security Agent.

Paragraph (f) 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 or the Hedging Agreement Security.

If, at any time, the aggregate notional amount of the transactions in respect of the Hedging Agreement exceeds or, as a result of any repayment or prepayment under this Agreement, will exceed an amount of the Loan at that time, such amount to be agreed between the Borrowers and the other Parties to this Agreement at the time of entering into any Hedging Agreement, the Borrowers must promptly notify the Facility Agent and must, at the request of the Facility Agent, reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Facility Agent so that it no longer exceeds or will not exceed the above agreed percentage of the Loan then or that will be outstanding.

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

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

The Facility Agent must make a request under paragraph (h) above if so required by a Hedge Counterparty.

Neither a Hedge Counterparty nor the Borrowers may terminate or close out any transactions in respect of the Hedging Agreement (in whole or in part) except:

in accordance with paragraphs (h)-(k) above;

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

in the case of termination or closing out by a Hedge Counterparty, if the Facility Agent serves notice under paragraph (a)(ii) of Clause 27.20 (Acceleration) or, having served notice under paragraph (a)(iii) of Clause 27.20 (Acceleration), makes a demand;

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

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

If a Hedge Counterparty or a Borrower terminates or closes out a transaction in respect of the Hedging Agreement (in whole or in part) in accordance with sub-paragraphs (ii) or (in the case of a Hedge Counterparty only) (iii) of paragraph (l) above, it shall promptly notify the Facility Agent of that termination or close out.

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

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

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

Any such charging or 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 the Hedging Agreement.

The Security Agent shall not be liable for the performance of the Borrowers’ obligations under the Hedging Agreement.

No Borrower or any Hedge Counterparty shall assign any of its rights or transfer any of its rights or obligations under the Hedging Agreement or permit a change of Hedge Counterparty Guarantor without the consent of the Security Agent.

Selection of Interest Periods

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

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

If the Borrowers fail to select an Interest Period in the Utilisation Request or fails to deliver a Selection Notice to the Facility Agent in accordance with paragraphs (a) and (b) above, the relevant Interest Period will, subject to paragraph (f) below and Clause 9.2 (Changes to Interest Periods), be the period specified in the Reference Rate Terms.

Subject to this Clause 9 (Interest Periods), the Borrowers may select an Interest Period of any period specified in the Reference Rate Terms or any other period for the purpose of alignment of the Repayment Instalments for the purposes of paragraph (b) of Clause 6.2 (Repayment Dates) or any other period agreed between the Borrowers, the Facility Agent (acting on the instructions of all the Lenders) and Sinosure.

An Interest Period in respect of the Loan or any part of the Loan shall not extend beyond the Termination Date.

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

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

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

No Interest Period shall be longer than three Months.

Changes to Interest Periods

In respect of a Repayment Instalment and a Balloon Instalment, before the first day of an Interest Period for the Loan, the Facility Agent may establish an Interest Period for a part of the Loan equal to such Repayment Instalment and Balloon Instalment to end on the Repayment Date relating to it and the remaining part of the Loan shall have the Interest Period selected in the relevant Selection Notice, subject to paragraph (d) of Clause 9.1 (Selection of Interest Periods).

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

Non-Business Days

Market disruption

a Market Disruption Rate is specified in the Reference Rate Terms; and

before the Reporting Time for the Loan or any part of the Loan, the Facility Agent receives notifications from a Lender or Lenders (whose participations in the Loan or the relevant part of the Loan exceed 20 per cent. of the Loan or the relevant part of the Loan as appropriate) that its cost of funds relating to its participation in the Loan or that part of the Loan would be in excess of that Market Disruption Rate,

Cost of funds

If this Clause 10.2 (Cost of funds) applies to the Loan or part of the Loan for an Interest Period, Clause 8.1 (Calculation of interest) shall not apply to the Loan or that part of the Loan for that Interest Period and the rate of interest on each Lender’s share of the Loan or that part of the Loan for that Interest Period shall be the percentage rate per annum which is the sum of:

the Margin; and

the weighted average of the rates notified to the Facility Agent by each Lender, as soon as practicable and in any event by the Reporting Time for the Loan or that part of the Loan to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in the Loan or that part of the Loan.

If this Clause 10.2 (Cost of funds) applies and the Facility Agent or the Borrowers so require, the Facility Agent and the Borrowers shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest or (as the case may be) an alternative basis for funding.

Subject to Clause 45.4 (Changes to reference rates), any substitute or alternative basis agreed pursuant to paragraph (ii) above shall, with the prior consent of all the Lenders and the Borrowers, be binding on all Parties.

If paragraph (e) below does not apply and any rate notified to the Facility Agent under sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.

If this Clause 10.2 (Cost of funds) applies pursuant to Clause 10.1 (Market disruption) and:

a Lender’s Funding Rate is less than the Relevant Market Disruption Rate; or

a Lender does not notify a rate to the Facility Agent by the time specified in sub-paragraph (ii) of paragraph (a) above,

If this Clause 10.2 (Cost of Funds) applies, the Facility Agent shall, as soon as practicable, notify the Borrowers.

Break Costs

If an amount is specified as Break Costs in the Reference Rate Terms, the Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs (if any) attributable to all or any part of the Loan or Unpaid Sum being paid by the Borrower on a day before the last day of an Interest Period for the Loan, the relevant part of the Loan or that Unpaid Sum.

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 respect of which they become, or may become, payable.

Fees

Commitment fee

The Borrowers shall pay a non-refundable commitment fee to the Facility Agent (for the account of each Lender) computed at the rate of 0.5 per cent. per annum on that Lender’s Available Commitment from time to time for the Availability Period

The accrued commitment fee is payable quarterly in arrears during the period commencing on (and including) 30 November 2022 to the last day of the Availability Period (and on the last day of such period) and, if cancelled, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

Prepayment fee

Subject to paragraph (c) below, in the event that the Borrowers make a prepayment of any ECA Advance or part thereof on any day which is not an Interest Payment Date, the Borrowers shall pay to the Facility Agent for the ECA Lenders a prepayment fee on the date of such prepayment.

The amount of the prepayment fee is:

if the prepayment occurs on or before the first anniversary of the first Utilisation Date, 0.2 per cent. of the amount of the ECA Advance or part thereof prepaid;

if the prepayment occurs after the first anniversary of the first Utilisation Date and on or before the second anniversary of the first Utilisation Date, 0.15 per cent. of the amount of the ECA Advance or part thereof prepaid;

if the prepayment occurs after the second anniversary of the first Utilisation Date and on or before the third anniversary of the first Utilisation Date, 0.1 per cent. of the amount of the ECA Advance or part thereof prepaid; and

if the prepayment occurs after the third anniversary of the first Utilisation Date and on or before the fifth anniversary of the first Utilisation, 0.05 per cent. of the amount of the ECA Advance or part thereof prepaid.

No prepayment fee shall be payable under this Clause if the prepayment is made under Clause 7.1 (Illegality), Clause 7.2 (Change of control), Clause 7.5 (Mandatory prepayment on sale, seizure or Total Loss), Clause 7.6 (Mandatory prepayment of Hedging Prepayment Proceeds), Clause 7.7 (Mandatory prepayment – Sinosure Policy), Clause 7.8 (Mandatory prepayment – Time Charters), Clause 7.9 (Mandatory prepayment – Put Option) or Clause 25.6 (Prepayment mechanism).

Sinosure Premium

The Borrowers shall pay directly to Sinosure each Sinosure Premium in relation to each Sinosure Policy and any related additional issuance or administrative fees prior to the date of the Utilisation Request in respect of the Tranche to which the Sinosure Policy relates and which have been advised to the Borrowers by the Sinosure Agent prior to the date of that Utilisation Request.

The obligation of the Borrowers to pay each Sinosure Premium shall be an absolute and unconditional obligation and shall not be affected by any matter whatsoever (including the failure of the Borrowers to utilise any part of a Tranche following the issuance of a Utilisation Request in respect of that Tranche and any prepayment, acceleration or cancellation of the whole or part of any Tranche). No part of any Sinosure Premium shall be refundable except in accordance with the terms of the relevant Sinosure Policy and Sinosure’s internal regulations.

If a Finance Party receives a refund of any Sinosure Premium from Sinosure and if all amounts due and owing by the Borrowers under the Finance Documents at that time have been discharged in full, such refund shall be paid to the Borrowers.

Each Borrower acknowledges that the amount of each Sinosure Premium will be determined solely by Sinosure and no Finance Party is in any way involved in the determination of the amount of that Sinosure Premium and agrees that no Borrower shall have any claim or defence against any Finance Party in connection with the amount of that Sinosure Premium.

If a Utilisation Request is served in respect of any Tranche, the Borrowers shall pay directly to Sinosure on demand any additional premium payable in respect of any amendment or waiver permitted by paragraphs (b) and (e) of Clause 45.2 (All Lender matters) pursuant to the terms of the relevant Sinosure Policy. Without prejudice to the foregoing, the Sinosure Agent shall provide to the Borrowers copies of any documentation it has received from Sinosure with respect to the calculation of the Sinosure Premium.

Subject to the final confirmation by Sinosure, each Sinosure Premium is currently estimated to be in an amount in dollar equivalent to 2.30 per cent. of the Commitments plus accumulated interest under the relevant Tranche.

For the avoidance of doubt there shall be one Sinosure Policy issued in respect of each Ship and the Sinosure Premium shall be payable in respect of each Sinosure Policy in respect of each Ship.

Definitions

In this Agreement:

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.

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

Tax gross-up

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

The Borrowers shall promptly upon becoming aware that a Borrower 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 Borrower.

If a Tax Deduction is required by law to be made by a Borrower, the amount of the payment due from that Borrower 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.

If a Borrower is required to make a Tax Deduction, that Borrower 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.

Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower 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.

Tax indemnity

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.

Paragraph (a) above shall not apply:

with respect to any Tax assessed on a Finance Party:

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

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,

to the extent a loss, liability or cost:

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

relates to a FATCA Deduction required to be made by a Party.

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.

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

Tax Credit

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

that Finance Party has obtained and utilised that Tax Credit,

Stamp taxes

VAT

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).

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):

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

(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.

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.

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 or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or

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.

FATCA Information

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

confirm to that other Party whether it is:

a FATCA Exempt Party; or

not a FATCA Exempt Party; and

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

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.

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

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

any law or regulation;

any fiduciary duty; or

any duty of confidentiality.

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

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

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

where a Borrower is a US Tax Obligor on a Transfer Date and the relevant Lender is a New Lender, the relevant Transfer Date; or

where a Borrower is not a US Tax Obligor, the date of a request from the Facility Agent,

a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

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

The Facility Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the Borrowers.

If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Facility Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Facility Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Facility Agent). The Facility Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the Borrowers.

The Facility Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Facility Agent shall not be liable for any action taken by it under or in connection with paragraphs (e), (f) or (g) above.

FATCA Deduction

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.

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

Increased costs

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:

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

compliance with any law or regulation made,

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.

In this Agreement:

“Basel III” means:

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;

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

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

“CRD IV” means:

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;

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 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

any other law or regulation which implements Basel III.

“Increased Costs” means:

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

an additional or increased cost; or

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

Increased cost claims

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.

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.

Exceptions

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

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

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);

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

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

incurred by a Hedge Counterparty in its capacity as such.

Currency indemnity

If any sum due from a Borrower 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:

making or filing a claim or proof against that Borrower; or

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

Each Borrower 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.

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

Other indemnities

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

the occurrence of any Event of Default;

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 34 (Sharing among the Finance Parties);

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

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

Each Borrower 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 (including, without limitation, for negligence or any other category of liability whatsoever) incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to the condition or operation of, or any incident occurring in relation to, any Ship unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person.

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:

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

in connection with any Environmental Claim.

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.

Mandatory Cost

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

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),

Indemnity to the Facility Agent and Sinosure

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

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

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

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

any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Facility Agent or Sinosure (otherwise than by reason of the Facility Agent’s gross negligence or wilful misconduct) or, in the case of any cost, loss or liability pursuant to Clause 35.11 (Disruption to Payment Systems etc.) notwithstanding the Facility Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent in acting as Facility Agent under the Finance Documents.

Indemnity to the Security Agent

Each Borrower shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:

in relation to or as a result of:

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

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

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

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;

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

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

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

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).

The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (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.

Mitigation

Each Finance Party shall, in consultation with the Borrowers, take all reasonable steps to mitigate any circumstances which arise and which would result in 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.

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

Limitation of liability

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).

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

a Default has occurred and is continuing; or

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

Transaction expenses

this Agreement and any other documents referred to in this Agreement or in a Security Document;

each of the Sinosure Policies and any other documents which may at any time be required by Sinosure to give effect to the terms of any Sinosure Policy or which Sinosure is entitled to call for or obtain pursuant to the terms of any Sinosure Policy; and

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

Amendment costs

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

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

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

Enforcement and preservation costs

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

each Lender and the Sinosure Agent (for the account of Sinosure) the amount of all out-of-pocket costs and expenses (including reasonable legal fees) incurred by a Lender and/or Sinosure in connection with or incidental to the enforcement or exercise of, or the preservation of, its rights, powers, discretions and remedies under any Sinosure Policy and any proceedings instituted by or against any Lender and/or Sinosure in connection thereto.

Reference rate transition costs

the negotiation or entry into of any Reference Rate Supplement or Compounding Methodology Supplement; or

any amendment, waiver or consent relating to:

any Reference Rate Supplement or Compounding Methodology Supplement; or

any change arising as a result of an amendment required under Clause 45.4 (Changes to reference rates).

Joint and several liability

Waiver of defences

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

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

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

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

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;

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;

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;

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;

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

any insolvency or similar proceedings.

Principal Debtor

Borrower restrictions

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

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

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

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

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

exercise or assert any combination of the foregoing.

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.

Deferral of Borrowers’ rights

to be indemnified by any other Borrower; or

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

Guarantee and indemnity

guarantees to each Hedge Counterparty punctual performance by each Borrower of all that Borrower’s obligations under the Hedging Agreement;

undertakes with each Hedge Counterparty 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

agrees with each Hedge Counterparty that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Hedge Counterparty 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 18 (Guarantee and Indemnity – Hedge Guarantors) if the amount claimed had been recoverable on the basis of a guarantee.

Continuing guarantee

Reinstatement

Waiver of defences

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

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

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

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

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;

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

any insolvency or similar proceedings.

Immediate recourse

Appropriations

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

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 18 (Guarantee and Indemnity – Hedge Guarantors).

Deferral of Hedge Guarantors’ rights

to be indemnified by a Transaction Obligor;

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

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;

to bring legal or other proceedings for an order requiring any Transaction Obligor to make any payment, or perform any obligation, in respect of which any Hedge Guarantor has given a guarantee, undertaking or indemnity under Clause 18 (Guarantee and Indemnity – Hedge Guarantors);

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

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

Additional security

Applicability of provisions of Guarantee to other Security

General

Status

It is a corporation, duly incorporated and validly existing in good standing under the law of its jurisdiction of incorporation.

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

Share capital and ownership

Each Borrower is authorised to issue 500 registered shares without par value, all of which shares have been issued in registered form and are full paid and non-assessable.

The legal title to and beneficial interest in the issued shares in each Borrower is held free of any Security (other than Permitted Security) or any other claim by the Shareholder and each Borrower is 100 per cent. owned indirectly by the Guarantor.

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

Binding obligations

Validity, effectiveness and ranking of Security

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

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.

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.

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

Non-conflict with other obligations

any law or regulation applicable to it;

the constitutional documents of any Transaction Obligor or any member of the Group; or

any agreement or instrument binding upon it or any member of the Group or any of its assets or any member of the Group’s assets or constitute a default or termination event (however described) under any such agreement or instrument.

Power and authority

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

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

in the case of a Borrower, its registration of the Ship to be owned by it under the applicable Approved Flag.

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.

Validity and admissibility in evidence

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

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

Governing law and enforcement

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

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.

Insolvency

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

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

No filing or stamp taxes

Deduction of Tax

No default

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

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 any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which might have a Material Adverse Effect.

No misleading information

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.

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.