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GANNET SHIPPING LLC,	JAY SHIPPING LLC,

as Guarantor	as Guarantor

By_________________________	By_________________________ Name:                         Name:     Title:                         Title:

GOLDEN EAGLE SHIPPING LLC,	KINGFISHER SHIPPING LLC,

as Guarantor	as Guarantor

By_________________________	By_________________________ Name:                         Name:     Title:                         Title:

GREBE SHIPPING LLC,	MARTIN SHIPPING LLC,

as Guarantor	as Guarantor

By_________________________	By_________________________ Name:                         Name:     Title:                         Title:

IBIS SHIPPING LLC,	NIGHTHAWK SHIPPING LLC,

as Guarantor	as Guarantor

By_________________________	By_________________________ Name:                         Name:     Title:                         Title:

By_________________________	Name:                         Title:

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By_________________________	Name:                         Title:

By_________________________	Name:                         Title:

By_________________________	Name:                         Title:

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By_________________________	Name:                              Title:

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By_________________________	Name:                         Title:

By_________________________	Name:                         Title:

By_________________________	Name:                         Title:

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1.	$150,000 per Vessel per annum for commercial management services inclusive of operations in the first year following the Closing Date, subject to annual increases thereafter, as fairly and reasonably determined by the relevant Guarantor, at arm’s length and in line with market standards.

2.	$135,000 per Vessel per annum for technical management in the first year following the Closing Date, subject to annual increases thereafter, as fairly and reasonably determined by the relevant Guarantor at arm’s length and in line with market standards.

3.	1.0% fee for any vessel purchase or subsequent sale.

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1.	DEFINITIONS AND INTERPRETATION    4

2.	THE FACILITY    23

3.	PURPOSE    23

4.	CONDITIONS OF UTILISATION    24

5.	UTILISATION    24

6.	REPAYMENT    25

7.	ILLEGALITY, PREPAYMENT AND CANCELLATION    26

8.	INTEREST    29

9.	INTEREST PERIODS    30

10.	CHANGES TO THE CALCULATION OF INTEREST    30

11.	FEES    32

12.	TAX GROSS UP AND INDEMNITIES    32

13.	INCREASED COSTS    37

14.	OTHER INDEMNITIES AND DAMAGE WAIVER    39

15.	MITIGATION BY THE LENDERS    41

16.	COSTS AND EXPENSES    41

17.	SECURITY    42

18.	REPRESENTATIONS    42

19.	INFORMATION UNDERTAKINGS    46

20.	FINANCIAL COVENANTS    49

21.	GENERAL UNDERTAKINGS    49

22.	EVENTS OF DEFAULT    57

23.	CHANGES TO THE OBLIGORS    60

24.	CHANGES TO THE LENDERS    60

25.	ROLE OF THE AGENT    64

26.	CONDUCT OF BUSINESS BY THE FINANCE PARTIES    69

27.	SHARING AMONG THE FINANCE PARTIES    70

28.	PAYMENT MECHANICS    71

29.	SET-OFF    74

30.	NOTICES    75

31.	CALCULATIONS AND CERTIFICATES    77

32.	PARTIAL INVALIDITY    77

33.	REMEDIES AND WAIVERS    77

34.	AMENDMENTS AND WAIVERS    77

35.	CONFIDENTIALITY    79

36.	COUNTERPARTS    80

37.	GOVERNING LAW AND ENFORCEMENT    80

1.	THE ORIGINAL PARTIES    83

2.	CONDITIONS PRECEDENT    84

3.	UTILISATION REQUEST    87

4.	FORM OF TRANSFER CERTIFICATE    88

5.	FORM OF COMPLIANCE CERTIFICATE    90

6.	INITIAL VESSELS    91

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(1)	EAGLE BULK SHIPCO LLC, a company incorporated in the Marshall Islands with registration no. 963693, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island Majuro, Marshall Islands MH96960 as borrower (the "Company");

(2)	ABN AMRO CAPITAL USA LLC of 100 Park Avenue, 17th Floor, 10017 NY, New York, USA as mandated lead arranger (the "Mandated Lead Arranger");

(3)	THE FINANCIAL INSTITUTIONS listed in Schedule 1 as lenders (the "Original Lenders"); and

(4)	ABN AMRO CAPITAL USA LLC of 100 Park Avenue, 17th Floor, 10017 NY, New York, USA as agent of the other Finance Parties (the "Agent").

1.	DEFINITIONS AND INTERPRETATION

1.1	Definitions

(a)	Braemar;

(b)	Fearnleys;

(c)	Howe Robinson;

(d)	Arrow;

(e)	Clarksons Platou; and

(f)	Simpson Spence Young.

(a)	Lloyd's Register;

(b)	DNV-GL;

(c)	Class NK; and

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(d)	American Bureau of Shipping.

(a)	the Base Currency Amount of its participation in any outstanding Loans; and

(b)	in relation to any proposed Utilisation, the Base Currency Amount of its participation in any Loans that are due to be made on or before the proposed Utilisation Date,

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

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

(a)	in relation to a day on which LIBOR is to be fixed, a day on which banks are open for general business in London and New York; and

(b)	in relation to a day on which a payment is to be made, a day on which banks are open for general business in New York, Amsterdam and London.

(a)	in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading "Facility" in Schedule 1 (the Original Parties) and the amount of any other Commitment transferred to it under this Agreement; and

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

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

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

(i)	is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 35 (Confidentiality); or

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

(iii)

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

(a)	a majority of the voting rights in that other person; or

(b)	a right to elect or remove a majority of the members of the board of directors of that other person.

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(a)	which has failed to make its participation in a Loan available or has notified the Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lender's Participation);

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

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

(i)	its failure to pay is caused by:

(A)	administrative or technical error; or

(B)	a Disruption Event; and

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

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

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

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

(ii)	from communicating with other Parties in accordance with the terms of the Finance Documents,

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(a)	air (including, without limitation, air within natural or man-made structures, whether above or below ground);

(b)	water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

(c)	land (including, without limitation, land under water).

(a)	the pollution or protection of the Environment;

(b)	the conditions of the workplace; or

(c)	the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including without limitation, any waste.

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

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

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

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

(b)	in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code (which relates to "gross proceeds" from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or

(c)	in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2019,

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

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

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

(d)	the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as finance or capital lease (meaning that the lease is capitalised as an asset and booked as a corresponding liability in the balance sheet);

(e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis provided that the requirements for de-recognition under GAAP are met);

(f)	any derivative transaction entered into and, when calculating the value or any derivative transaction, only the marked to market value (or, if any actual amount us due as a result of the termination or close-out of that derivative transaction, that amount shall be taken into account);

(g)	any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of a person which is not a member of the Group which liability would fall within one of the other paragraphs of this definition;

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

(i)	any amount of any liability under an advance or deferred purchase agreement, if (a) the primary reason behind entering into the agreement is to raise finance or (b) the agreement is in respect of the supply of assets or services and payment is due more than 120 calendar days after the date of supply;

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

(k)	without double counting, the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above.

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

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

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

(d)

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

(e)

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

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

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

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

(g)	seeks or becomes subject to the appointment of an administrator, judicial manager, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

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

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

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

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

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

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

(b)	the time barring of claims under applicable law;

(c)	similar principles, rights and defences under the laws of any relevant jurisdiction; and

(d)	any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinions delivered to the Agent pursuant to Clause 4.1 (Initial conditions precedent).

(a)	any Original Lender; and

(b)	any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 24.1 (Assignments and transfers by Lenders).

(a)	the applicable Screen Rate; or

(b)	(if no Screen Rate is available for the currency or Interest Period of that Loan) the Interpolated Screen Rate for that Loan; or

(c)	if

(i)	no Screen Rate is available for the Interest Period of that Loan; and

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(ii)	it is not possible to calculate an Interpolated Screen Rate for that Loan,

(a)	a material adverse change in, or a material adverse change on, the operations, business, properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole; or

(b)	a material adverse effect on (i) the ability of the Company to perform its obligations under the Finance Documents, (ii) the legality, validity, binding effect or enforceability against the Company or any Finance Document to which it is a party or (iii) the rights, remedies and benefits available to, or conferred upon, the Finance Parties under any Finance Document.

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

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

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(a)	incurred under the Finance Documents;

(b)	incurred by the Company's issuance of the Bonds pursuant to the Bond Terms;

(c)	in the form of Shareholder Loans;

(d)	in the form of Intra-Group Debt;

(e)	incurred under any Permitted Hedging Obligation;

(f)	arising under any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability in the ordinary course of business of a member of the Group;

(g)	under any pension and tax liabilities incurred in the ordinary course of business; or

(h)	arising in the ordinary course of business and not exceeding USD 3,000,000 in aggregate for the Group.

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(a)	by way of Permitted Loans; and

(b)	by way of Permitted Guarantees

(a)	any guarantee obligation arising under or out of the Finance Documents;

(b)	granted in relation to any Permitted Financial Indebtedness;

(c)	any guarantee granted in the ordinary course of business; and

(d)	any guarantees required under any Vessel Management Agreement.

(a)	any Financial Indebtedness or loan made by and between members of the Group (including cash pooling arrangements to the extent allowed under applicable law);

(b)	deposits of Cash with financial institutions for cash management purposes or in the ordinary course of business;

(c)	any Financial Indebtedness or loan made or credit extended by any member of the Group to its customers in the ordinary course of business; and

(d)	any Financial Indebtedness or Financial Support arising out of any Permitted Guarantee or Permitted Security.

(a)	created under the Security Documents and the Bond Security Documents;

(b)	arising in the ordinary course of banking arrangements for the purpose of netting debt and credit balances of members of the Group;

(c)	arising by operation of law;

(d)	any pledge of the Defeasance Account; or

(e)	arising in the ordinary course of business which does not exceed USD 5,000,000 (or its equivalent in other currencies) in aggregate for the Group at any time.

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(a)	each member of the Group; and

(b)	each of their directors, officers and employees.

(a)	made or to be made on the same day that a maturing Loan is due to be repaid;

(b)	the aggregate amount of which is equal to or less than the amount of the maturing Loan;

(c)	in the same currency as the maturing Loan; and

(d)	made or to be made to the Company for the purpose of refinancing a maturing Loan.

(a)	in relation to LIBOR, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period displayed on Reuters screen page LIBOR01 or LIBOR02 of the Reuters screen page;

(b)	or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Company and in accordance with market practice in the Relevant Interbank Market.

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

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

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

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

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(a)	the Initial Vessels;

(b)	any Additional Vessels; and

(c)	any other dry bulk vessel owned by any member of the Group.

1.2	Construction

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

(i)	the "Agent", any "Finance Party", any "Lender", any "Obligor", the "Security Agent" or any "Party" shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

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

(iii)	a "Finance Document" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(iv)	"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;

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

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

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

(viii)	a time of day is a reference to New York time unless specified otherwise herein.

(b)	Section, Clause and Schedule headings are for ease of reference only.

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

(d)	A Default (other than an Event of Default) is "continuing" if it has not been remedied or waived and an Event of Default is "continuing" if it has not been remedied or waived.

2.	THE FACILITY

2.1	The Facility

2.2	Finance Parties' rights and obligations

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

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

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

3.	PURPOSE

3.1	Purpose

(a)	acquisitions of Additional Vessels, or additional Vessel Owners, as the case may be; and

(b)	general corporate and working capital purposes of the Group, including, but not limited to working capital and capital expenditure.

3.2	Monitoring

4.	CONDITIONS OF UTILISATION

4.1	Initial conditions precedent

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4.2	Further conditions precedent

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

(b)	in relation to any Utilisation on the Closing Date, all the representations and warranties in Clause 18 (Representations) or, in relation to any other Utilisation, the Repeating Representations to be made by the Company are true in all material respects.

4.3	Maximum number of Loans

5.	UTILISATION

5.1	Delivery of a Utilisation Request

5.2	Completion of a Utilisation Request

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

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

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

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

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

5.3	Currency and amount

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

(b)	The amount of a proposed Loan must be:

(i)	a minimum of USD 1,000,000; or

(ii)	in any event such that its Base Currency Amount is less than or equal to the Available Facility.

5.4	Lenders' participation

(a)	If the conditions set out in this Agreement have been met, and subject to Clause 6.1 (Repayment of Loans) each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office in each case by 12 noon two (2) Business Days prior to the proposed Utilisation Date.

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(b)	The amount of each Lender's participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

5.5	Cancellation of Commitment

6.	REPAYMENT

6.1	Repayment of Loans

(a)	The Company shall repay each Loan on the last day of its Interest Period.

(b)	Subject to the other terms of this Agreement, any amounts repaid under paragraph (a) may be re-borrowed.

(c)	On the Termination Date, the Company shall repay all Loans then outstanding under the Facility in full and shall also pay to the Agent (on behalf of the other Finance Parties) all other sums due and outstanding in respect of the Facility at such date.

(d)	Without prejudice to the Company's obligation under paragraph (a) above, if:

(i)	one or more Loans are to be made available to the Company:

(A)	on the same day that a maturing Loan is due to be repaid by the Company; and

(B)	in whole or in part for the purpose of refinancing the maturing Loan; and

(ii)	the proportion borne by each Lender's participation in the maturing Loan to the amount of that maturing Loan is the same as the proportion borne by that Lender's participation in the new Loans to the aggregate amount of those new Loans,

(A)	if the amount of the maturing Loan exceeds the aggregate amount of the new Loans:

(1)	the Company will only be required to make a payment under Clause 28.1 (Payments to the Agent) in an amount equal to that excess; and

(2)	each Lender's participation (if any) in the new Loans shall be treated as having been made available and applied by the Company in or towards repayment of that Lender's participation in the maturing Loan and that Lender will not be required to make a payment under Clause 28.1 (Payments to the Agent) in respect of its participation in the new Loans; and

(B)	if the amount of the maturing Loan is equal to or less than the aggregate amount of the new Loans:

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(1)	the Company will not be required to make a payment under Clause 28.1 (Payments to the Agent); and

(2)

each Lender will be required to make a payment under Clause 28.1 (Payments to the Agent) in respect of its participation in the new Loans only to the extent that its participation in the new Loans exceeds that Lender's participation in the maturing Loan and the remainder of that Lender's participation in the new Loans shall be treated as having been made available and applied by the Company in or towards repayment of that Lender's participation in the maturing Loan.

7.	ILLEGALITY, PREPAYMENT AND CANCELLATION

7.1	Illegality

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

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

(c)

the Company shall repay the Loans on the last day of the Interest Period for each Loan, occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) that Lender's corresponding Commitment shall be cancelled in the amount of the participations repaid.

7.2	Market Value of Vessels

7.3	Bond Purchase/Redemption

7.4	Voluntary cancellation

7.5	Voluntary Prepayment of Loans

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

(a)	If:

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

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

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

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

(d)

The Company may, in the circumstances set out in paragraph (a) above, on five (5) Business Days' prior notice to the 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 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 24 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.

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

(i)	the Company shall have no right to replace the Agent;

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

(iii)	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

(iv)	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.

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

7.7	Restrictions

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

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(b)	Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

(c)	Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be re-borrowed in accordance with the terms of this Agreement.

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

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

(f)	If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Company or the affected Lender, as appropriate.

(g)

If all or part of a Utilisation is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the Base Currency Amount of the amount of the Utilisation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) shall reduce the Commitments of the Lenders rateably under the Facility.

8.	INTEREST

8.1	Calculation of interest

(a)	Margin; and

(b)	LIBOR.

8.2	Payment of interest

8.3	Default interest

(a)

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2.00 per cent higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 8.3 shall be immediately payable by the Company on demand by the Agent.

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

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

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(ii)	the rate of interest applying to the overdue amount during that first Interest Period shall be 2.00 per cent. higher than the rate which would have applied if the overdue amount had not become due.

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

8.4	Notification of rates of interest

9.	INTEREST PERIODS

9.1	Selection of Interest Periods

(a)	The Company may select an Interest Period for a Loan in the Utilisation Request for that Loan.

(b)	Subject to this Clause 9, the Company may select an Interest Period of three (3) or six (6) Months or any other period agreed between the Company and the Agent (acting on the instructions of the Lenders).

(c)	An Interest Period for a Loan shall not extend beyond the Termination Date.

(d)	Each Interest Period for a Loan shall start on the Utilisation Date for that Loan.

(e)	A Loan has one Interest Period only.

9.2	Non-Business Days

10.	CHANGES TO THE CALCULATION OF INTEREST

10.1	Absence of quotations

10.2	Market disruption

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

(i)	the Margin; and

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

(b)	In this Agreement "Market Disruption Event" means:

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(i)	at or about 12:00 (local time) on the Quotation Day for the relevant Interest Period LIBOR is to be determined by reference to the Reference Banks and none or only one of the Reference Banks supplies a rate to the Agent to determine the LIBOR for the relevant currency and Interest Period; or

(ii)	before close of business in New York on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 50 per cent. of that Loan) that the cost to it of obtaining matching deposits in the Relevant Interbank Market would be in excess of LIBOR.

10.3	Alternative basis of interest or funding

(a)	If a Market Disruption Event occurs and the Agent or the Company so requires, the Agent and the Company shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

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

10.4	Break Costs

(a)	the Company shall, within five (5) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Company on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

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

11.	FEES

11.1	Commitment fee

(a)	The Company shall pay to the Agent (for the account of each Lender) a fee in the Base Currency computed at the rate of forty (40) per cent. per annum of the applicable Margin on the Lender's Available Commitment for the Availability Period (calculated on a day-to-day basis).

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

11.2	Up-Front fee

11.3	Agency fee

11.4	No fees to a Defaulting Lender

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12.	TAX GROSS UP AND INDEMNITIES

12.1	Definitions

(a)	In this Clause 12:

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

12.2	Tax gross-up

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

(b)

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

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

(d)

An Obligor is not required to make an increased payment to the Lender under paragraph (c) above for a Tax Deduction in respect of tax imposed on a payment of interest on a Loan, if that Lender is a Treaty Lender and that Obligor (or the Company) is able to demonstrate that the Tax Deduction is required to be made as a result of the failure of that Treaty Lender to comply with its obligations under paragraph (g) below.

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

(f)	Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory

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

12.3	Tax indemnity

(a)	The Company shall (within five (5)) Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

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

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

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

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

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

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

(B)	related to a FATCA Deduction required to be made by a Party; or

(C)	would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph d of Clause 12.2 (Tax gross-up) applied.

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

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

12.4	Tax Credit

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

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

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12.5	Stamp taxes

12.6	VAT

(a)

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

(b)

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

(i)

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

(ii)

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

(c)

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

12.7	FATCA Information

(a)	Subject to paragraph (c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

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

(A)	a FATCA Exempt Party; or

(B)	not a FATCA Exempt Party;

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

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

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

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

(i)	any law or regulation;

(ii)	any fiduciary duty; or

(iii)	any duty of confidentiality.

(d)

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

(e)	If the Company is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within 10 (ten) Business Days of:

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

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

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

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

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

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

(g)	If any withholding certificate, withholding statement, document, authorisation or waiver provided to the 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

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(h)	The 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 Agent shall not be liable for any action taken by it under or in connection with paragraph (e), (f) or (g) above.

12.8	FATCA Deduction

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

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

13.	INCREASED COSTS

13.1	Increased costs

(a)

Subject to Clause 13.3 (Exceptions) the Company shall, within five (5) Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation, (ii) compliance with any law or regulation made after the date of this Agreement or (iii) regardless of the date enacted, adopted or issued, compliance with the Basel III Standards (as defined below) and the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith.

(b)	In this Agreement "Increased Costs" means:

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

(ii)	an additional or increased cost; or

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

13.2	Increased cost claims

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

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

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13.3	Exceptions

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

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

(ii)	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);

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

(iv)

attributable to the implementation or application of or compliance with the "International Convergence of Capital Measurement and Capital Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel III) ("Basel II") or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates), and provided that if such Increased Costs are attributable to the implementation or application of or compliance with the Basel III Standards, this sub-paragraph (v) shall not apply.

(b)	For the purpose of this Clause 13.3, "Basel III Standards" means

(i)

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

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

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

(iv)	CRD IV or any law or regulation that implements or applies CRD IV.

(c)	For the purpose of this Clause 13.3,"CRD IV" means:

(i)	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

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

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

14.	OTHER INDEMNITIES AND DAMAGE WAIVER

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14.1	Currency indemnity

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

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

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

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

14.2	Other indemnities

(a)	the occurrence of any Event of Default;

(b)	a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 (Sharing among the Finance Parties);

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

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

(e)

any claim, action, civil penalty or fine against, any settlement, and any other kind of loss or liability, and all reasonable costs and expenses (including reasonable legal fees and disbursements), in each case resulting from any Obligor or other member of the Group (or any of their respective partners, directors, officers, employees, agents or advisors when acting in such capacity for any member of the Group) violating any Sanctions.

14.3	Indemnity to the Agent

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

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

14.4	Waiver of Consequential Damages

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15.	MITIGATION BY THE LENDERS

15.1	Mitigation

(a)

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

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

15.2	Limitation of liability

(a)	The Company shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).

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

16.	COSTS AND EXPENSES

16.1	Transaction expenses

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

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

16.2	Amendment costs

16.3	Enforcement costs

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17.	SECURITY

17.1	Initial security

(a)	the Guarantee Agreements;

(b)	the Mortgages;

(c)	the Issuer Share Pledge;

(d)	the Guarantor Share Pledge;

(e)	the Charter Contract Assignments;

(f)	the Assignment of Earnings;

(g)	the Assignment of Insurances;

(h)	the Assignment of Intra-Group Debt;

(i)	any Disposal Account Pledge;

(j)	the Earnings Account Pledge; and

(k)	the Top Account Pledge.

17.2	Security upon acquisition of Additional Vessels and/or additional Vessel Owners

18.	REPRESENTATIONS

18.1	Status

(a)	It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

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

18.2	Binding obligations

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18.3	Non-conflict with other obligations

(a)	any law or regulation applicable to it;

(b)	its or any of its Subsidiaries' constitutional documents; or

(c)	any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries' assets.

18.4	Power and authority

18.5	Validity and admissibility in evidence

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

(b)	to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,

18.6	Governing law and enforcement

18.7	Deduction of Tax

18.8	No filing or stamp taxes

18.9	No Insolvency

(a)	is unable to pay its debts as they fall due;

(b)	has suspended the making of payment of any of its debts;

(c)	has entered into voluntary compositions proceedings;

(d)	has commenced negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; or

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(e)	has become or been declared insolvent.

18.10	No default

(a)	No Event of Default, and on the Signing Date and the Closing Date no Default is continuing or is reasonably likely to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Finance Document.

(b)	No other event or circumstance is outstanding which constitutes a default 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 has or is reasonably likely to have a Material Adverse Effect.

18.11	No misleading information

18.12	Financial statements

(a)	Its audited financial statements most recently delivered to the Agent (and, as at the date of this Agreement, the Original Financial Statements):

(i)	have been prepared in accordance with GAAP consistently applied; and

(ii)	fairly represent its financial condition and results of operations (consolidated in the case of the Company) as at the date to which they were drawn up.

(b)	As at the date of this Agreement, there has been no material adverse change in the consolidated financial condition of the Company since the date to which the Original Financial Statements were drawn up.

18.13	Pari passu ranking

18.14	No proceedings pending or threatened

18.15	No Breach of Laws

(a)	It has not breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

(b)	No labour disputes are current or, to the best of its knowledge and belief (having made due and careful enquiry), threatened against any member of the Group which have or are reasonably likely to have a Material Adverse Effect.

18.16	Patriot Act, Sanctions and Anti-Corruption

(a)	To the extent applicable, the Company and each of its Subsidiaries is in compliance in all material respects with (i) the Trading with the Enemy Act, each of the foreign assets control

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(b)	None of the Company or any of its Subsidiaries or any director, officer, or to the knowledge of the Company, any employee of the Company or any of its Subsidiaries is a Person that is, or is owned fifty per cent. (50%) or more, individually or in the aggregate, directly or indirectly or controlled by one or more Persons that are subject to any Sanctions.

(c)

None of the Company or any of its Subsidiaries is a Person that is, or is owned fifty per cent. (50%) or more, individually or in the aggregate, directly or indirectly or controlled by one or more Persons that are located, organised or resident in a country or territory that is, or whose government is, the subject of comprehensive Sanctions (as at the Signing Date, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

(d)

The Company and its Subsidiaries and their respective directors, officers and, to the knowledge of the the Company, employees of the Company and its Subsidiaries are in compliance with the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder and any other applicable anti-corruption law in all material respects. The Company and its Subsidiaries have instituted and maintain policies and procedures designed to ensure compliance therewith.

18.17	Centre of main interest/Principal Place of Business

18.18	Repetition

(a)	the date of each Utilisation Request and the first day of each Interest Period; and

(b)	on each Utilisation Date.

19.	INFORMATION UNDERTAKINGS

19.1	Financial statements

(a)	as soon as the same become available, but in any event within 120 days after the end of each of its financial years the audited consolidated financial statements of the Company for that financial year;

(b)	as soon as the same become available, but in any event within 120 days after the end of its financial year, the audited consolidated financial statements of the Parent for that financial year;

(c)	as soon as the same become available, but in any event within 90 days after the end of the first, third and fourth quarter and 60 days after the end of each second quarter of each of its financial years the unaudited consolidated financial statements of the Company for that financial quarter;

(d)	as soon as the same become available, but in any event within 90 days after the end of each of its financial quarters the unaudited consolidated financial statements of the Parent for that financial quarter;

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(e)	as soon as they become available, but in any event prior to the start of each financial year, a yearly budget for the Company and Parent; and

(f)	as soon as they become available, but in any event prior to the start of each financial year, cash flow projections for the Company and Parent.

19.2	Requirements as to financial statements

(a)	Each set of financial statements delivered by the Company pursuant to Clause 19.1 (Financial statements) shall fairly represent its financial condition as at the date as at which those financial statements were drawn up.

(b)	The Company shall procure that each set of financial statements delivered pursuant to Clause 19.1 (Financial statements) is prepared using GAAP.

19.3	Compliance Certificate

(a)	The Company shall supply to the Agent, with each set of financial statements delivered in accordance with paragraphs (a) and (c) of Clause 19.1 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 20 (Financial Covenants) as at the date as at which those financial statements were drawn up.

(b)	The Company shall supply to the Agent, with each set of financial statements delivered for the second and the fourth financial quarter in accordance with paragraphs (c) above, a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 7.2 (Market Value of Vessels) as at the relevant financial quarter based on valuations not older than thirty (30) days.

(c)	Each Compliance Certificate shall be signed by a duly authorised signatory of the Company.

19.4	Environmental claims

(a)	any Environmental Claim against any member of the Group which is current, pending or threatened; and

(b)	any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the Group,

19.5	Information: miscellaneous

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

(b)	copies of any amendments or variations to the Vessel Management Agreements, the General Management Agreement and of any new Vessel Management Agreements or General Management Agreement;

(c)	promptly upon becoming aware of them, the details of any major casualty, total loss, requisition, environmental incidents and/or claims, withdrawal of class and recommendations affecting class, non-compliance with codes, arrest or detention in relation to a Vessel.

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(d)	promptly upon becoming aware of them, the details of any litigation, breach of Sanctions, breach of Environmental Laws, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group or the Parent, and which, if adversely determined, are reasonably likely to have a Material Adverse Effect; and

(e)	promptly, such further information regarding the financial condition, assets, business and operations of any member of the Group as any Finance Party (through the Agent) may reasonably request.

19.6	Notification of default

19.7	Use of websites

19.8	"Know your customer" checks

(a)	If:

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

(ii)	any change in the status of an Obligor after the date of this Agreement; or

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

(b)

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

19.9	No change of financial year

(a)	The Company shall procure that its accounting reference shall not be changed.

(b)	The Company shall procure that the financial end year of each member of the Group shall fall on 31 December.

20.	FINANCIAL COVENANTS

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20.1	Minimum Liquidity

20.2	Maximum Leverage Ratio

20.3	Leverage Ratio Covenant Cure

21.	GENERAL UNDERTAKINGS

21.1	Authorisations

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

(b)	supply certified copies to the Agent of,

21.2	Compliance with laws and conduct of business

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(a)	comply in all material respects with all laws and regulations to which it may be subject, except in such instances in which failure to comply, either individually or in aggregate, could not reasonably be expected to have a Material Adverse Effect; and

(b)	carry on its business in accordance with acknowledged, careful and sound practices in all material respects and comply in all material respects with all laws and regulations it may be subject to from time to time.

21.3	Negative pledge

21.4	Disposals

(a)	The Company shall not, and shall ensure that no other member of the Group will sell or otherwise dispose of a Vessel or the shares in a Vessel Owner, unless such transaction constitutes a Permitted Disposal.

(b)	Upon the disposal of a Vessel Owner or a Vessel and application of proceeds in accordance with the requirements for a Permitted Disposal, the Agent shall, upon request and at the Company's cost, release the Security held relating solely to the asset sold.

21.5	Merger

21.6	De-Merger

21.7	Anti-corruption law

(a)	The Company shall not directly or, to the knowledge of the Company, indirectly use the proceeds of the Facility for any purpose which would breach any applicable anti-corruption law.

(b)	The Company shall ensure that each member of the Group shall conduct its businesses in compliance with applicable anti-corruption laws in all material respects and maintain policies and procedures designed to promote and achieve compliance with such laws.

21.8	Sanctions

(a)	The Company shall not, directly or to its knowledge, indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person:

(i)	to fund any activities or business of or with any Person that is prohibited by Sanctions, or in any country or territory, that is, or whose government is, at the time of such funding, the subject of comprehensive Sanctions (as at the Signing Date, Crimea, Cuba, Iran, North Korea, Sudan and Syria); or

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(ii)	in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans, whether as underwriter, advisor, investor, or otherwise).

(b)	Without limiting paragraph (a) above, neither the Parent nor any Obligor shall charter or, to its knowledge, permit the charter of a Vessel to a Prohibited Person to the extent that such charter would be prohibited if the Obligor were resident or organized in the United States, the European Union or the United Kingdom.

(c)	None of the Company's funds that are used to repay any obligation under this Agreement and the other Finance Documents shall constitute property of, or shall be beneficially owned directly or indirectly by, any Prohibited Person to the extent that such would be prohibited if the Obligor were resident or organized in the United States, the European Union or the United Kingdom.

(d)	The Company and each other Obligor shall (and the Company shall ensure that each Relevant Person will) comply with all Sanctions applicable to it in all material respects.

21.9	Asset control

(a)	it is not:

(i)	fifty per cent. (50%) or more owned, directly or indirectly, by one or more Prohibited Persons in the aggregate;

(ii)	controlled by a Prohibited Person; or

(iii)	acting directly on behalf of a Prohibited Person to the extent such action would be prohibited if the Parent or relevant Obligor were resident or organized in the United States, the European Union or the United Kingdom;

(b)	it does not own or control a Prohibited Person;

(c)	to its knowledge, it is not acting indirectly for the benefit of a Prohibited Person to the extent that such action would be prohibited if the Parent or relevant Obligor were resident or organized in the United States, the European Union or the United Kingdom;

(d)	no proceeds of any Loan;

(i)	shall be made available directly to a Prohibited Person to the extent that such action would be prohibited if the Parent or relevant Obligor were resident or organized in the United States, the European Union or the United Kingdom;

(ii)	otherwise shall be directly applied in a manner or for a purpose prohibited by Sanctions; and

(e)	to its knowledge, no proceeds of any Loan:

(i)	shall be made available indirectly to or for the benefit of a Prohibited Person to the extent that such action would be prohibited if the Parent or relevant Obligor were resident or organized in the United States, the European Union or the United Kingdom; or

(ii)	otherwise shall be indirectly applied in a manner or for the purpose prohibited by Sanctions.

21.10	Continuation of business

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21.11	Arm's length transaction

21.12	Corporate status

21.13	No amendment of constitutional documents

21.14	Financial Support

21.15	Financial Indebtedness

21.16	Activities, acquisitions and investments

(a)	No member of the Group shall charter out any vessel on demise or bareboat charters without the prior consent of the Agent.

(b)	The Company shall not, and shall ensure that no other member of the Group will acquire any company, shares, securities, business or undertaking (or any interest in any of them), unless the transaction constitutes a Permitted Acquisition.

(c)	The Company shall not, and shall ensure that no other member of the Group will, make any investments or capital expenditures other than solely related to the direct or indirect ownership and ordinary operation of the Vessels, Permitted Chartering and/or the acquisition of any additional Vessels.

21.17	No sale and leaseback transactions

21.18	Insurances

(a)	The Company shall procure that the Vessels are kept fully insured according to the Nordic Marine Insurance Plan, American Institute Hull Clauses or any other relevant market terms approved by the Agent against such risks, in such amounts, on such terms and with such insurers as the Lender may reasonably require including, but not limited to:

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(i)	Hull and Machinery (to be minimum 80% of the total coverage), Hull Interest and Freight Interest (including Marine Increased Value Insurance), insurance values shall at all times be equal to or greater than the higher of (a) the aggregate Market Value of the Vessels and (b) 120% of the aggregate of (i) the Facility and (ii) the amount outstanding under the Bond Finance Documents;

(ii)	Protection & Indemnity insurance in the maximum amount available in the markets for oil pollution;

(iii)	War Risks Insurance in an amount equal to or greater than the higher of (a) the aggregate Market Value of the Vessels and (b) 120% of the aggregate of (i) the Facility and (ii) the amount outstanding under the Bond Finance Documents; and

(iv)

Mortgagee's Interest Insurance (MII) and MMI Additional Perils Pollution Insurance, each in an amount equal to or greater than the higher of (a) the aggregate Market Value of the Vessels and (b) 120% of the aggregate of (i) the Facility and (ii) the amount outstanding under the Bond Finance Documents, the cost of such insurances taken out by the Agent to be covered by the Company promptly upon demand.

(b)	The Company shall procure the registration of the Security Agent as mortgagee in all insurance policies taken out in respect of the Vessels.

(c)	All insurance proceeds shall be paid directly to the Security Agent, provided always that any amount less than USD 2,000,000 of the insured amount for any such occurrence may, unless a Default has occurred, be paid directly to the relevant Vessel Owner or to its order.

(d)

No later than fourteen (14) days prior to the expiry date of the relevant insurances, the Company shall procure the delivery to the Agent of a certificate from the insurance broker(s) through whom the insurances referred to above have been renewed and taken out in respect of the Vessels with the required insurance values, that such insurances are in full force and effect and that the Security Agent (as mortgagee) has been noted by the relevant insurers.

(e)	The Company shall procure that the Vessels are always employed in conformity with the terms of the relevant insurances and comply with such requirements as to extra premium or otherwise as the insurers may prescribe.

21.19	Hedging

21.20	Distributions

(a)	the Company on a consolidated basis immediately after such Distribution maintains a Value Adjusted Equity Ratio of minimum;

(i)	40 per cent., and such Distribution does not exceed 50 per cent. of the consolidated Net Profit; or

(ii)	50 per cent., and such Distribution does not exceed 75 per cent. of the consolidated Net Profit;

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(b)	For the purpose of (i) and (ii) above, the Company's consolidated Net Profit shall be based on the latest financial statements and any unutilized portion of such Net Profit may not be carried forward.

21.21	Ownership

(a)	Each Guarantor shall remain a direct owned and controlled subsidiary of the Company, and each Guarantor shall be registered in the Republic of the Marshall Islands, provided that any additional Vessel Owner becoming a Guarantor after the date of this Agreement may be incorporated in an Approved Flag State.

(b)	The Parent shall:

(i)	remain the 100% direct or indirect owner of the Company and, in the case of indirect ownership, procure that all shares in the Company remain subject to the Issuer Share Pledge; and

(ii)	remain the 100% direct or indirect owner of the General Manager, which shall be the provider of general management services to the Company pursuant to the General Management Agreement.

21.22	Maintenance of Security Documents

21.23	Listing of shares in Parent

21.24	Debt Service Retention Account

(a)

The Group shall only be allowed to fund the Debt Service Retention Account by monthly transfers of an amount equal to 1/6 of the next interest payment plus 1/6 of the next fixed amortisation due in respect of the Bonds, starting from the months falling six months prior to the (i) first interest payment date, in respect of interest and (ii) the first amortisation date, in respect of fixed amortisations, in each case with reference to the amortisations and interest payments as set out in the original Bond Terms.

(b)	The Debt Service Retention Account shall in any case not be funded in excess of the amount of interest and amortisation due on the next interest payment date / amortisation date as set out above.

(c)	The Company shall, at the request of the Agent, inform of the balance on the Debt Service Retention Account and any payments scheduled to be made thereto.

21.25	Vessel Managers

21.26	No claims from Vessel Owning Companies

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21.27	Sustainable Vessel dismantling

21.28	Subordination of management fees

21.29	Vessel undertakings

(a)

Each Vessel Owner shall (i) ensure that all earnings related to the Vessels and any insurance or sale proceeds (in each case payable to the Group) shall be paid into the relevant earnings accounts or other accounts being subject to Security with either the Vessel Owner or the Company, (ii) each Vessel Owner remains a single purpose company owning and chartering the relevant Vessel and/or involved in Permitted Chartering, and (ii) comply with laws, including Sanctions, in all material respects, and (iii) upon request of the Agent arrange for the Agent or the Security Agent, and/or any person appointed by the Agent or the Security Agent, to undertake a technical inspection of the Vessels without interference of the daily operation of the Vessels and at the expense of the Company (however limited to one yearly inspection per vessel unless an Event of Default has occurred and is continuing).

(b)	The Vessels shall be registered in and fly the flag of an Approved Flag State. No other change of registry, ownership or flag without the Lenders' prior written consent such consent not to be unreasonably withheld.

(c)	The Vessels shall be classed with an Approved Classification Society with the highest class and no material overdue recommendations or adverse notations and there shall be no change in classification society, other than to another Approved Classification Society, without the Lenders’ prior written consent.

(d)	The Vessels shall be operated by the Vessel Managers in all material respects in accordance with applicable laws and regulations and good industry practice.

(e)	No amendments, supplements, variations or waiver of any material terms of the Vessel Management Agreements shall be made if any such amendment, supplement, variation or waiver would have a Material Adverse Effect.

(f)	The Vessels shall comply with the ISM Code and with the ISPS Code.

(g)	The Company shall use its best efforts to make available Green Passport for each Vessel as soon as reasonably possible and in any event no later than twenty four (24) Months following the Closing Date.

(h)	No change or amendment shall be made to the name of a Vessel without the prior written consent of the Lenders, provided that such approval will not be required if a change is required and permitted pursuant to any Charter Contract for the relevant vessel and the Security Documents are not impaired.

(i)	Each Vessel shall carry a copy of the notice of mortgage and the Mortgage.

(j)	No Vessel Owning Company shall declare or make any Distribution to any company other than Company.

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(k)	No Vessel Owning Company shall sell or otherwise dispose of a Vessel, other than any Permitted Disposals.

(l)	No Vessel Owning Company shall cease to carry on its business or changes the general nature of its business from that carried on at the Signing Date, other than in relation of a Permitted Disposal.

22.	EVENTS OF DEFAULT

22.1	Non-payment

(a)	its failure to pay is caused by:

(i)	administrative or technical error; or

(ii)	a Disruption Event; and

22.2	Financial covenants and other obligations

(a)	Any requirement of Clause 20 (Financial Covenants) is not satisfied or the Company does not comply with the provisions of Clause 19 (Information Undertakings).

(b)	An Obligor does not comply with the provisions of Clause 21.8 (Sanctions) or 21.9 (Asset control).

22.3	Other obligations

(a)	An Obligor does not comply with any provision of the Finance Documents (other than those referred to in elsewhere in this Clause 22).

(b)	No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within ten (10) Business Days of the earlier of (A) the Agent giving notice to the Company and (B) the Company becoming aware of the failure to comply.

22.4	Misrepresentation

22.5	Cross default

(a)	Any Financial Indebtedness of any Obligor is not paid when due nor within any originally applicable grace period.

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

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

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

(e)	No Event of Default will occur under this Clause 22.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than USD 12,500,000.

22.6	Insolvency

(a)	An Obligor is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.

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

(c)	A moratorium is declared in respect of any indebtedness of an Obligor.

22.7	Insolvency proceedings

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

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

(c)	the appointment of a liquidator (other than in respect of a solvent liquidation of an Obligor which is not the Company), receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any member of the Group or any of its assets; or

(d)	enforcement of any Security over any assets of any member of the Group,

22.8	Creditors' process

22.9	Cessation of business

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22.10	Unlawfulness

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

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

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

22.11	Intercreditor Agreement

(a)	Any party to the Intercreditor Agreement (other than a Finance Party or an Obligor) fails to comply with the provisions of, or does not perform its obligations under, the Intercreditor Agreement; or

(b)	a representation or warranty given by that party in the Intercreditor Agreement is incorrect in any material respect.

22.12	Repudiation

22.13	Material Adverse Change

22.14	Acceleration

(a)	On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Company:

(i)	cancel the Total Commitments at which time they shall immediately be cancelled;

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

(iii)	declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders and/or; and

(iv)	subject to the Intercreditor Agreement, exercise or direct the Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

(b)	Any notice given under this Clause 22.14 will take effect in accordance with its terms.

23.	CHANGES TO THE OBLIGORS

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23.1	Assignments and transfer by the Company

24.	CHANGES TO THE LENDERS

24.1	Assignments and transfers by Lenders

(a)	For the purpose of this Clause 24, a "New Lender" means a reputable bank or financial institution which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets.

(b)	Subject to this Clause 24, a Lender (the "Existing Lender") may assign or transfer any of its rights and obligations to a New Lender which is a reputable bank or financial institution.

24.2	Conditions of assignment or transfer

(a)	The consent of the Company is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is:

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

(ii)	is to a member of the European System of Central Banks or the Norwegian Central Bank; or

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

(b)	The consent of the Company to an assignment or transfer must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Company in writing within that time.

(c)	An assignment will only be effective on:

(i)	receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and

(ii)	performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.

(d)	A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with.

(e)	If:

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

(ii)	as a result of circumstances existing at the date the assignment, transfer or change occurs, the Company would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax Gross Up and Indemnities) or Clause 13 (Increased Costs),

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(f)

Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

24.3	Assignment or transfer fee

24.4	Limitation of responsibility of Existing Lenders

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

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

(ii)	the financial condition of any Obligor;

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

(iv)	the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

(b)	Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i)	has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

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

(c)	Nothing in any Finance Document obliges an Existing Lender to:

(i)	accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 23; or

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

24.5	Procedure for transfer

(a)	Subject to the conditions set out in Clause 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an

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(b)	The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

(c)	On the Transfer Date:

(i)

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

(ii)

the Agent, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

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

24.6	Copy of Transfer Certificate to Company

24.7	Security over Lenders' rights

(a)	any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

(b)	in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

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

(ii)	require any payments to be made by the Company other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

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25.	ROLE OF THE AGENT

25.1	Appointment of the Agent

(a)	Each other Finance Party appoints the Agent to act as its agent under and in connection with the Finance Documents.

(b)	Each other Finance Party authorises the Agent to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

25.2	Duties of the Agent

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

(b)	Without prejudice to Clause 24.6 (Copy of Transfer Certificate to Company), paragraph (a) above shall not apply to any Transfer Certificate.

(c)	Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(d)	If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Finance Parties.

(e)	If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent) under this Agreement it shall promptly notify the other Finance Parties.

(f)	The Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

25.3	No fiduciary duties

(a)	Nothing in this Agreement constitutes the Agent as a trustee or fiduciary of any other person.

(b)	The Agent shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

25.4	Business with the Group

25.5	Rights and discretions of the Agent

(a)	The Agent may rely on:

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

(ii)	any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

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

(i)	no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 (Non-payment)); and

(ii)	any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised.

(c)	The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(d)	The Agent may act in relation to the Finance Documents through its personnel and agents.

(e)	The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(f)	Notwithstanding any other provision of any Finance Document to the contrary, the Agent is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

25.6	Majority Lenders' instructions

(a)

Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.

(b)	Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties.

(c)	The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.

(d)	In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.

(e)	The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings relating to any Finance Document.

25.7	Responsibility for documentation

(a)	is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, the Company or any other person given in or in connection with any Finance Document; or

(b)	is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document; or

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(c)	is responsible for any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

25.8	Exclusion of liability

(a)	Without limiting paragraph (b) below (and without prejudice to the provisions of paragraph (b) of Clause 28.10 (Disruption to Payment Systems etc.)), the Agent will not be liable for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

(b)	No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this Clause 25.8.

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

(d)	Nothing in this Agreement shall oblige the Agent to carry out any "know your customer" or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent.

25.9	Lenders' indemnity to the Agent

25.10	Resignation of the Agent

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

(b)	Alternatively the Agent may resign by giving thirty (30) days' notice to the other Finance Parties and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Agent.

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

(d)	The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

(e)	The Agent's resignation notice shall only take effect upon the appointment of a successor.

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(f)	Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 25. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(g)	After consultation with the Company, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above.

25.11	Confidentiality

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

(b)	If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

25.12	Relationship with the Lenders

(a)	The Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent's principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

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

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

(b)

Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address and (where communication by electronic mail or other electronic means is permitted under Clause 30.5 (Electronic communication)) electronic mail address and/or any other information required to enable the sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, electronic mail address, department and officer by that Lender for the purposes of Clause 30.2 (Addresses) and paragraph (a)(ii) of Clause 30.5 (Electronic communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

25.13	Credit appraisal by the Lenders

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

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

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

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

25.14	Reference Banks

25.15	Agent's Management Time

25.16	Deduction from amounts payable by the Agent

26.	CONDUCT OF BUSINESS BY THE FINANCE PARTIES

(a)	interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b)	oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c)	oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

27.	SHARING AMONG THE FINANCE PARTIES

27.1	Payments to Finance Parties

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(a)	the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent;

(b)	the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 28 (Payment Mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(c)	the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 28.5 (Partial payments).

27.2	Redistribution of payments

27.3	Recovering Finance Party's rights

27.4	Reversal of redistribution

(a)

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

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

27.5	Exceptions

(a)	This Clause 27 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Company.

(b)	A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

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

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

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28.	PAYMENT MECHANICS

28.1	Payments to the Agent

(a)

On each date on which the Company or a Lender is required to make a payment under a Finance Document, the Company or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b)	Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in a Participating Member State or London) with such bank as the Agent specifies.

28.2	Distributions by the Agent

28.3	Distributions to the Company

28.4	Clawback

(a)	Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b)

If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

28.5	Partial payments

(a)	If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Company under the Finance Documents, the Agent shall apply that payment towards the obligations of the Company under the Finance Documents in the following order:

(i)	first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under the Finance Documents;

(ii)	secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;

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

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

(b)	The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a) (ii) to (iv) above.

(c)	Paragraphs (a) and (b) above will override any appropriation made by the Company.

28.6	No set-off by the Company

28.7	Business Days

(a)	Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b)	During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

28.8	Currency of account

(a)	Subject to paragraphs (b) to (e) below, the Base Currency is the currency of account and payment for any sum due from the Company under any Finance Document.

(b)	A repayment of a Utilisation or Unpaid Sum or a part of a Utilisation or Unpaid Sum shall be made in the currency in which that Utilisation or Unpaid Sum is denominated on its due date.

(c)	Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.

(d)	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(e)	Any amount expressed to be payable in a currency other than the Base Currency shall be paid in that other currency.

28.9	Change of currency

(a)	Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i)	any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Company); and

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

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

28.10	Disruption to Payment Systems etc.

(a)	the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;

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

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

(d)	any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 34 (Amendments and Waivers);

(e)	the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 28.10; and

(f)	the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

29.	SET-OFF

(a)

A Finance Party may set off any matured obligation due from the Company under the Finance Documents (to the extent beneficially owned by that Finance Party) against any obligation and/or bank deposits owed by that Finance Party to the Company, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

(b)	The Company hereby agrees and accepts that this Clause 29 (Set-off) shall constitute a waiver of the provisions of the FA Act and further agrees and accepts, to the extent permitted by law, that Section 29 of the FA Act shall not apply to this Agreement.

30.	NOTICES

30.1	Communications in writing

30.2	Addresses

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(a)	in the case of the Company

(b)	in the case of each Lender, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and

(c)	in the case of the Agent

30.3	Delivery

(a)	Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i)	if by way of e-mail, when received in legible form; or

(ii)	if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;

(b)	Any communication or document to be made or delivered to the Agent will be effective only when actually received by the Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent's signature below (or any substitute department or officer as the Agent shall specify for this purpose).

(c)	All notices from or to the Company shall be sent through the Agent.

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

30.4	Notification of address

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30.5	Electronic communication

(a)	Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication and if those two Parties:

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

(ii)	notify each other of any change to their address or any other such information supplied by them by not less than five (5) Business Days' notice.

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

(c)	Any electronic communication which becomes effective, in accordance with paragraph (b) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

30.6	English language

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

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

(i)	in English; or

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

31.	CALCULATIONS AND CERTIFICATES

31.1	Accounts

31.2	Certificates and Determinations

31.3	Day count convention

32.	PARTIAL INVALIDITY

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33.	REMEDIES AND WAIVERS

34.	AMENDMENTS AND WAIVERS

34.1	Required consents

(a)	Subject to Clause 34.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Company and any such amendment or waiver will be binding on all Parties.

(b)	The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 34.

34.2	Exceptions

(a)	An amendment or waiver that has the effect of changing or which relates to:

(i)	the definition of "Majority Lenders" in Clause 1.1 (Definitions);

(ii)	an extension to the date of payment of any amount under the Finance Documents;

(iii)	a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(iv)	an increase in or an extension of any Commitment or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the Facility;

(v)	a change to the Company other than in accordance with Clause 23;

(vi)	any provision which expressly requires the consent of all the Lenders; and

(vii)	Clause 2.2 (Finance Parties' rights and obligations), Clause 23 (Changes to the Obligors)

(b)	An amendment or waiver which relates to the rights or obligations of the Agent may not be effected without the consent of the Agent or.

34.3	Disenfranchisement of Defaulting Lenders

(a)

For so long as a Defaulting Lender has any Available Commitment, in ascertaining the Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender's Commitment will be reduced by the amount of its Available Commitment.

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(b)	For the purposes of this Clause 34.3, the Agent may assume that the following Lenders are Defaulting Lenders:

(i)	any Lender which has notified the Agent that it has become a Defaulting Lender;

(ii)	any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of "Defaulting Lender" has occurred,

34.4	Replacement of a Defaulting Lender

(a)

The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving five (5) Business Days' prior written notice to the Agent and such Lender replace such lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 24.1 (Assignments and transfer by the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank or financial institution (a "Replacement Lender") selected by the Company, and which is acceptable to the Agent (acting reasonably) and which confirms it willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender's participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents.

(b)	Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 34.4 shall be subject to the following conditions:

(i)	the Company shall have no right to replace the Agent;

(ii)	neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;

(iii)	the transfer must take place no later than ten (10) Business Days after the notice referred to in paragraph (a) above; and

(iv)	in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.

35.	CONFIDENTIALITY

35.1	Confidential Information

35.2	Disclosure of information

(a)	to (or through) whom such Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights, benefits and obligations hereunder;

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(b)	with (or through) whom such Lender enters into (or may potentially enter into) any sub-participation, any securitisation, any hedge or otherwise in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or the Company;

(c)	who is an Affiliate of that Lender;

(d)	who is a Party;

(e)	with the consent of the Company; or

(f)	to whom information may be required to be disclosed by any applicable law;

36.	COUNTERPARTS

37.	GOVERNING LAW AND ENFORCEMENT

37.1	Governing law

37.2	Jurisdiction

(a)	The courts of Norway have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement (a "Dispute").

(b)	The Parties agree that the courts of Norway, with Oslo as venue, are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c)	This Clause 37.2 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

37.3	Waiver of jury trial

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1.	The Parent and the Obligors

(a)	A copy of the constitutional documents of the Parent and each Obligor.

(b)	A copy of a resolution of the board of directors of the Parent and each Obligor:

(i)	approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(ii)	authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(iii)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(c)	A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

(d)	A certificate of the Company (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Obligor to be exceeded.

(e)	A certificate of an authorised signatory of the Company certifying that each copy document relating to it specified in this Part I of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

2.	Finance Documents

(a)	This Agreement, duly executed by the parties to it.

(b)	The Intercreditor Agreement, duly executed by the parties to it.

(c)	The Bond Terms, duly executed by the parties to it, and evidence that the Bonds thereunder have been issued and that the proceeds thereof have been released from the Escrow Account.

(d)	The Security Documents, duly executed and perfected.

(e)	The Fee Letters, duly executed and perfected.

3.	Other documents and evidence

(a)	A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Company accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

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(b)	Evidence that the Existing Indebtedness has been unconditionally and irrevocably repaid in full.

(c)	Copies of the Parent's and the Company's latest financial statements, budgets and cash flow projections.

(d)	Evidence that the consolidated Free Liquidity of the Company is minimum USD 20,000,000 on the Closing Date.

(e)	Evidence of the Market Value of the Vessels dated no earlier than 30 days before the Closing Date, evidencing compliance with Clause 7.2 (Market Value of Vessels).

(f)	Copies of the duly executed General Management Agreement and the Vessel Management Agreements.

(g)	An undertaking from any Vessel Manager within the Parent Group, subordinating its claims for fees to the Secured Obligations and granting termination rights to the Security Agent in case of an Event of Default.

(h)	An undertaking from the General Manager, subordinating its claims for fees to the Secured Obligations and granting termination rights to the Security Agent in case of an Event of Default.

(i)	Copies of any Charter Contracts with firm duration of more than 12 months.

(j)	Loan agreements in respect of any Shareholder Loans or Intra-Group Debt.

(k)	Evidence that all insurances pursuant to Clause 21.18 (Insurances) have been taken out and are in full force and effect (including, if so requested by the Agent, a confirmation/insurance report from BankServe or other third party insurance advisor acceptable to the Agent).

(l)	Transcripts from the relevant registry showing that the relevant Vessel is duly registered in the name of the respective Vessel Owner, flying the flag of an approved flag state and free and clear of any encumbrances other than any Permitted Security.

(m)	A copy of the class certificate for the Vessels from an Approved Classification Society, confirming that the Vessel is classed with the highest class, free of any outstanding or overdue recommendations and conditions.

(n)	A copy of the current SMC, ISSC and DOC for the relevant Vessels.

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

(p)	Evidence of the appointment of a process agent, if relevant.

(q)	Legal opinions in respect of the existence and capacity of the Parent and the Obligors and the legality, validity, binding effect and enforceability of the Finance Documents, including without limitation perfection of the Security contemplated by the Security Documents.

(r)	Such documentation and other evidence needed for the Agent or the Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in respect of the Parent and the Obligors.

(s)	Any other document, authorization, opinion or assurance reasonably required by the Agent.

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1.	We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2.	We wish to borrow a Loan on the following terms:

3.	We confirm that each condition specified in Clause 4.2 (Further conditions precedent) of the Agreement is satisfied on the date of this Utilisation Request.

4.	This Utilisation Request is irrevocable.

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

1.	We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2.	We refer to Clause 24.5 (Procedure for transfer) of the Agreement:

(a)

The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation, and in accordance with Clause 24.5 (Procedure for transfer) of the Agreement, all of the Existing Lender's rights and obligations under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender's Commitment and participations in Loans under the Agreement as specified in the Schedule.

(b)	The proposed Transfer Date is [                ].

(c)	The Facility Office and address and attention details for notices of the New Lender for the purposes of Clause 30.2 (Addresses) of the Agreement are set out in the Schedule.

3.	The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause 24.4 (Limitation of responsibility of Existing Lenders) of the Agreement.

4.	This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

5.	This Transfer Certificate governed by Norwegian law.

6.	The courts of Norway have exclusive jurisdiction to settle any dispute arising out of or in connection with this Transfer Certificate and the parties therefore irrevocably submit to the exclusive jurisdiction of the Oslo district court (Oslo tingrett).

7.	This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

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1.	We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2.	We confirm that as of [the relevant testing date]:

a.	the consolidated Free Liquidity of the Group is USD [●]

b.	the Leverage Ratio is [●]

3.	We confirm that as of [the relevant testing date] each set of financial statements delivered pursuant to Clause 19.1 (Financial statements) of the Agreement fairly represents the Company's financial condition as at the date as which those financial statements were drawn up.

4.	We confirm that as of [the relevant testing date], we are in compliance with Clause 7.2 (Market Value of Vessels). Copies of valuations evidencing Market Value is attached as Appendix 1 hereto.

5.	We confirm that at [the relevant testing date] no Default is continuing and further that there has been no change that would have a Material Adverse Effect since the date of the financial statements or the Compliance Certificate last submitted to you.

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(1)	USD 150,000 per Vessel per annum for commercial management services inclusive of operations in the first year following the Closing Date, subject to annual increases thereafter, as fairly and reasonably determined by the relevant Guarantor, at arm’s length and in line with market standards.

(2)	USD 135,000 per Vessel per annum for technical management in the first year following the Closing Date, subject to annual increases thereafter, as fairly and reasonably determined by the relevant Guarantor at arm’s length and in line with market standards.

(3)	1.0% fee for any vessel purchase or subsequent sale.

•	Extension of tenor on all outstanding debt through 2022

•	Payoff of the PIK note bearing a cost of approximately 15%

•	Reduction of annual interest expense by approximately $2.6 million

•	Elimination of exposure to rising interest rates on approximately 60% of Company’s debt

•	Facilitates the potential payment of dividends and alternate uses of cash flow, including fleet expansion

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