Dated 2 August 2022 TERM AND ACCORDION FACILITIES FITZROY SHIPCO LLC BAILEY SHIPCO LLC CROMARTY SHIPCO LLC DOGGER SHIPCO LLC LUNDY SHIPCO LLC VIKING SHIPCO LLC TRAMORE SHIPCO LLC as joint and several Original Borrowers and as Hedge Guarantors ARDMORE...

(1)

FITZROY SHIPCO LLC (“Borrower A”), ▇▇▇▇▇▇ SHIPCO LLC (“Borrower B”), CROMARTY SHIPCO LLC (“Borrower C”), DOGGER SHIPCO LLC (“Borrower D”), ▇▇▇▇▇ SHIPCO LLC (“Borrower E”), VIKING SHIPCO LLC (“Borrower F”) and TRAMORE SHIPCO LLC (“Borrower G”) each a limited liability company formed in the Republic of the ▇▇▇▇▇▇▇▇ Islands whose registered address is at The Trust Company of the ▇▇▇▇▇▇▇▇ Islands, Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH 96960 as joint and several borrowers (together the “Original Borrowers” and each an “Original Borrower”)

(2)

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

(3)

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

(4)

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

(5)

ABN AMRO BANK N.V. and CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK as mandated lead arrangers (the “Mandated Lead Arrangers”)

(6)

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

(7)

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

(8)

ABN AMRO BANK N.V., acting in such capacity through its office at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ as agent for the other Finance Parties (the “Facility Agent”)

(9)

ABN AMRO BANK N.V., acting in such capacity through its office at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ as security agent for the Secured Parties (the “Security Agent”)

(10)

ABN AMRO BANK N.V., acting in such capacity through its office at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ as sustainability coordinator (the “Sustainability Coordinator”)

(A)

The Lenders have agreed to make available to the Borrowers a term loan facility of up to $169,880,000 comprising:

(i)

a term loan facility in a principal amount not exceeding $107,880,000 for the purposes of financing or refinancing the Initial Ships and for general corporate purposes in a principal amount not exceeding the lower of (i) $107,880,000 and (ii) 58 per cent. of the aggregate Fair Market Value of the Initial Ships as determined on the relevant Utilisation Date; and

(ii)

a maximum of three accordion facilities in an aggregate principal amount not exceeding the lower of (i) $62,000,000 or (ii) 58 per cent. of the aggregate Fair Market Value of the Accordion Ships as determined on the relevant Utilisation Date for the purposes of financing or refinancing the Accordion Ships and for general corporate and working capital purposes.

(B)

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

(a)

the proposed Accordion Facility Date specified in the relevant Accordion Facility Notice; and

(b)

the date on which the Facility Agent executes the relevant Accordion Facility Notice. “Accordion Facility Finance Documents” means:

(a)

each Accordion Facility Notice;

(b)

any Finance Document;

(c)

any other document reasonably required by the Facility Agent (acting on the instructions of the Lenders) as a condition to the occurrence of any Accordion Facility Date; and

(d)

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

(a)

that is a product tanker or chemical tanker built at a reputable yard not older than eight and a half years at the date it becomes subject to Security pursuant to any Finance Document, or if there is more than one Accordion Ship, the average age of all the Accordion Ships is not more than eight and a half years; and

(b)

that is registered in the name of an Additional Borrower on an Approved Flag and classed with an Approved Classification Society.

(a)

in relation to Ship A and Ship B, +A1, (E) OIL/CHEMICAL CARRIER SHIP TYPE 2, ESP, +AMS, +ACCU, CPS, CSR, AB-CM; and

(b)

in relation to Ship C and Ship D, +A1 Ⓔ, Chemical Carrier, Oil Carrier, + AMS, + ACCU, VEC, BWT, CPS, CRC, ESP, UWILD,

(a)

in relation to the Term Facility, 15 December 2022; and

(b)

in relation to any Accordion Facility, the date falling twelve months after the date of this Agreement.

(a)

the amount of its participation in the outstanding Loan; and

(b)

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

(a)

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;

(b)

in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation; and

(c)

in relation to the United Kingdom, the UK Bail-In Legislation.
“BASEL III” has the meaning given to it in Clause 15.1 (Increased costs).

(a)

any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom); or

(b)

any similar blocking or anti-boycott law applicable to that Finance Party.

(a)

in respect of any Compounded Rate Loan, any amount specified as such in the Benchmark Terms; and

(b)

In respect of any Term SOFR Loan, the amount (if any) by which:

(i)

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

(ii)

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

(a)

any date for payment or purchase of an amount relating to a Compounded Rate Loan;

(b)

the determination of the first day or the last day of an Interest Period for a Compounded Rate Loan or otherwise in relation to the determination of the length of such an Interest Period; or

(c)

the fixing of an interest rate in respect of a Term SOFR Loan,

(a)

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

(b)

the climate alignment of that Ship for such calendar year:

(a)

is, or is scheduled to become, payable under any Finance Document; and

(b)

relates to a Compounded Rate Loan.

(a)

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

(b)

specifies the relevant terms which are expressed in this Agreement to be determined by reference to the Benchmark Terms; and

(c)

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

(a)

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

(b)

specifies a calculation methodology for that rate; and

(c)

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

(a)

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

(b)

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

(A)

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 47 (Confidentiality); or

(B)

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

(C)

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

(a)

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

(b)

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

(c)

any other law or regulation which implements Basel III.

(a)

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

(b)

which has otherwise rescinded or repudiated a Finance Document; or

(c)

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

(iii)

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

(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,

(a)

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

(i)

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

(ii)

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

(iii)

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

(iv)

remuneration for salvage and towage services;

(v)

demurrage and detention moneys;

(vi)

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

(vii)

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

(viii)

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

(b)

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

(a)

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

(b)

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

(c)

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

(a)

any Lender; or

(b)

any other bank or financial institution selected by the Corporate Guarantor and subject to approval to by the Lenders in their sole discretion and which, in each case, is not an Affiliate of any Obligor or a member of the Group.

(a)

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

(i)

within a Ship or from a Ship; and

(ii)

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

(b)

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

(c)

any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or

(a)

as at a date not more than 30 days previously (except in relation to valuations provided in connection with the first Utilisation Date, in which case such valuations shall be prepared as at a date not more than 36 days previously);

(b)

by an Approved Valuer appointed by the Borrowers;

(c)

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

(d)

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

(a)

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

(b)

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

(c)

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

(a)

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

(b)

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

(a)

this Agreement;

(b)

any Fee Letter;

(c)

the Membership Interests Security;

(d)

any Mortgage;

(e)

any General Assignment;

(f)

any Accounts Security;

(g)

any Manager’s Undertaking;

(h)

any Accordion Facility Finance Documents;

(i)

any Hedging Agreement;

(j)

any Hedging Agreement Assignment;

(k)

any Sustainability Certificate;

(l)

any Compounded Rate Supplement;

(m)

any Compounded Methodology Supplement;

(n)

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

(o)

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

(a)

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

(b)

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

(c)

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

(d)

the amount of any liability in relation to any lease or hire purchase contract which would, in accordance with GAAP, be treated as a balance sheet liability (other than any liability in respect of a lease or hire purchase contract in force prior to 1 January 2019 which would, in accordance with GAAP have been treated as an operating lease);

(e)

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

(f)

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

(g)

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

(h)

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

(i)

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

(j)

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

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

(i)

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

(j)

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

(k)

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

(l)

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

(a)

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

(b)

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

(i)

the most recent applicable Term SOFR (as of a day which is not more than three Additional Business Days before the Quotation Day) for the longest period (for which Term SOFR is available) which is less than the Interest Period of that Term SOFR Loan; or

(ii)

if no such Term SOFR is available for a period which is less than the Interest Period of that Term SOFR Loan, the RFR for a day which is no more than five Additional Business Days (and no less than two Additional Business Days) before the Quotation Day; and

(b)

the most recent applicable Term SOFR (as of a day which is not more than three Additional Business Days before the Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of that Term SOFR Loan.

(i)

the applicable Term SOFR (as of the Specified Time) for the longest period (for which Term SOFR is available) which is less than the Interest Period of that Term SOFR Loan; or

(ii)

if no such Term SOFR is available for a period which is less than the Interest Period of that Term SOFR Loan, the RFR for the day which is two Additional Business Days before the Quotation Day; and

(b)

the applicable Term SOFR (as of the Specified Time) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of that Term SOFR Loan.

(a)

any Original Lender; and

(b)

any bank, financial institution, trust, fund or other entity which has become a Party as a “Lender” in accordance with Clause 6 (Establishment of an Accordion Facility) or in accordance with Clause 32 (Changes to the Lenders),

(a)

if no Advance has yet been made, a Lender or Lenders whose Commitments aggregate more than 66⅔ per cent. of the Total Commitments; or

(b)

at any other time, a Lender or Lenders whose participations in the Loan aggregate more than 66⅔ per cent. of the amount of the Loan then outstanding or, if the Loan

(a)

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

(b)

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

(c)

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

(i)

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

(ii)

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

(iii)

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

(b)

in relation to an Interest Period for any Compounded Rate Loan (or any other period for the accrual of commission or fees after the Rate Switch Date) for which there are rules specified as “Business Day Conventions” in the Benchmark Terms, those rules shall apply.

(a)

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

(b)

Lenders whose commitments aggregate more than 66⅔ per cent. of the Total Commitments have consented or agreed to such waiver or amendment.

(a)

which is a time or consecutive voyage charter;

(b)

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

(c)

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

(d)

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

(a)

any Financial Indebtedness incurred under the Finance Documents;

(b)

until the Utilisation Date, the Existing Indebtedness;

(c)

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

(d)

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

(a)

Security created by the Finance Documents;

(b)

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

(c)

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

(d)

liens for salvage;

(e)

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

(f)

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

(i)

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

(ii)

not being enforced through arrest; and

(iii)

subject, in the case of liens for repair or maintenance, to Clause 28.14 (Restrictions on chartering, appointment of managers etc.), provided such lien does not secure amounts more than 30 days overdue (unless the overdue amount is being contested in good faith by appropriate steps and for the payment of which adequate reserves are held and provided further that such proceedings do not give rise to a material risk of the relevant Ship or any interest in it being seized, sold, forfeited or lost).

(a)

its jurisdiction of incorporation;

(b)

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

(c)

any jurisdiction where it conducts its business; and

(d)

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

(a)

each Obligor;

(b)

each subsidiary of any Obligor; and

(c)

all respective directors, officers, employees, agents and representatives of each of the persons mentioned in paragraphs (a) to (b) above.

(a)

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

(b)

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

(a)

listed on or directly or indirectly owned or controlled by a person or persons listed on any Sanctions List; or

(b)

located in, organised under the laws of or directly or indirectly owned or controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory which is a subject of country-wide or territory-wide Sanctions (including, without limitation, at the date of this Agreement, Cuba, Iran, North Korea, Syria, Sudan, Crimea and the so-called People’s Republic of Donetsk and People’s Republic of Luhansk of the Ukraine); or

(c)

otherwise a subject of Sanctions.

(a)

the Security Council of the United Nations;

(b)

the United States;

(c)

the United Kingdom;

(d)

the European Union;

(e)

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

(f)

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

(g)

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

(a)

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

(b)

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

(c)

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

(d)

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

(i)

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

(ii)

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

(a)

an annual sustainability and progress report commencing with the year 2022 (published in 2023), prepared by the Parent Guarantor and delivered to the Facility Agent on an annual basis together with the Sustainability Certificate in accordance with paragraph (b) of Clause 24.3 (Compliance Certificate and Sustainability Certificate), and following any applicable adjustments to be made by the Facility Agent to the Margin, to be shared with the Lenders, which shall include:

(i)

commentary on the AER performance of the fleet, drivers of development in AER performance, initiatives to improve the AER performance of the fleet and details on diversity KPIs (i.e. the bursary program);

(ii)

supporting calculations of the Fleet Sustainability Score (i.e. KPI 1) including the AER data for each vessel in the fleet as independently verified by a Recognised Organisation and reported on a consolidated basis in the annual sustainability and progress report; and

(iii)

details of bursaries awarded (i.e. KPI 2) verified by an independent competent party (appointed from time to time by the Borrowers and such appointment to be confirmed by the Facility Agent, acting on the instructions of the Majority Lenders) and subject to legal and GDPR compliance; and

(b)

a separate report (if applicable), prepared and signed by a director of the Parent Guarantor and delivered to the Facility Agent (to be shared with the Lenders), to include any reporting which is not available in the annual sustainability and progress report.

(a)

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

(b)

in relation to any other Lender, the amount of any Term Facility Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement.

(a)

the applicable Term SOFR as of the Specified Time and for a period equal in length to the Interest Period of that Term SOFR Loan; or

(b)

as otherwise determined pursuant to Clause 12.2 (Unavailability of Term SOFR),

(a)

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

(b)

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

(i)

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

(ii)

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

(c)

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

(a)

a Finance Document;

(b)

a Pool Agreement (if any); or

(c)

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

(a)

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

(b)

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

(a)

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

(b)

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

(c)

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

(a)

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

(b)

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

(c)

in relation to any other applicable Bail-In Legislation:

(i)

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

(ii)

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

(i)

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

(ii)

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

(iii)

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

(iv)

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

(v)

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

(vi)

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

(vii)

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

(viii)

a “group of Lenders” includes all the Lenders;

(ix)

“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;

(x)

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

(xi)

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

(xii)

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

(xiii)

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or

(xiv)

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

(xv)

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

(xvi)

a time of day is a reference to London time;

(xvii)

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

(xviii)

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

(xix)

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

(i)

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

(ii)

the appropriate page of such other information service which displays that rate from time to time in place of that information service, and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Facility Agent after consultation with the Borrower.

(i)

Schedule 14 (Benchmark Terms); or

(ii)

any earlier Compounded Rate Supplement.

(h)

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

(i)

Schedule 15 (Daily Non-Cumulative Compounded RFR Rate) or Schedule 16 (Cumulative Compounded RFR Rate), as the case may be; or

(ii)

any earlier Compounding Methodology Supplement.

(i)

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

1.3

Construction of insurance terms
In this Agreement:

(a)

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

(a)

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

(b)

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

(c)

Any Receiver, Delegate or any other person described in paragraph (d) of Clause 16.2 (Other indemnities), paragraph (b) of Clause 34.10 (Exclusion of liability) or Clause 35.15 (No proceedings) may, subject to this Clause 1.5 (Third party rights) and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

(a)

a dollar term loan facility in seven Tranches in an aggregate amount not exceeding the Total Commitments; and

(b)

dollar term loan accordion facilities in an aggregate amount not exceeding the Total Accordion Facility Commitments.

(a)

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

(b)

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

(c)

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

(d)

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

(a)

Each Borrower and the Corporate Guarantor by its execution of this Agreement irrevocably appoints the Parent Guarantor to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

(i)

the Parent Guarantor on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including Utilisation Requests), to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Borrower notwithstanding that they may affect the Borrower, without further reference to or the consent of that Borrower and/or the Corporate Guarantor; and

(ii)

each Finance Party to give any notice, demand or other communication to that Borrower and/or the Corporate Guarantor pursuant to the Finance Documents to the Parent Guarantor,

(b)

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Parent Guarantor or given to the Parent Guarantor under any Finance Document on behalf of a Borrower and/or the Corporate Guarantor or in connection with any Finance Document (whether or not known to any Borrower and/or the Corporate Guarantor) shall be binding for all purposes on that Borrower and/or the Corporate Guarantor as if that Borrower and/or the Corporate Guarantor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Parent Guarantor and any Borrower and/or the Corporate Guarantor, those of the Parent Guarantor shall prevail.

2.4

Accordion Ships

(a)

the Borrowers have complied with Clause 6 (Establishment of an Accordion Facility);

(b)

the relevant Additional Borrower accedes to this Agreement in accordance with Clause 33.2 (Additional Borrowers);

(c)

the Accordion Ship owned by that Additional Borrower satisfies the Accordion Ship Criteria;

(d)

no Default has occurred and is continuing; and

(e)

the relevant conditions precedent referred to in Clause 4.1 (Initial conditions precedent) and/or Clause 4.2 (Further conditions precedent) in relation to that Additional ▇▇▇▇▇▇▇▇ and that Accordion Ship have been satisfied.

3

PURPOSE

3.1

Purpose

3.2

Monitoring

4

CONDITIONS OF UTILISATION

4.1

Initial conditions precedent

4.2

Further conditions precedent

(a)

no Default is continuing or would result from the proposed Advance;

(b)

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

(c)

no event described in paragraph (b) of Clause 8.5 (Mandatory prepayment on sale or Total Loss) has occurred in relation to any Ship;

(d)

the Borrowers are in compliance with Clause 29 (Security cover) immediately after the making of any Advance;

(e)

no breach of Clause 25 (Financial Covenants) has occurred or will occur as a result of the proposed Advance under an Accordion Facility;

(f)

in the case of an Advance under the Term Facility, the Facility Agent has received, or is satisfied it will receive when the Advance is made available, all of the documents and other evidence listed in Part B of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent; and

(g)

in the case of an Advance under an Accordion Facility, the Facility Agent has received, or is satisfied it will receive when that Advance is advanced, all of the documents and other evidence listed in Part C of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent.

(a)

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

(b)

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

(a)

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

(b)

The Borrowers may not deliver more than four Utilisation Requests in respect of the Term Loan, comprising:

(i)

one Utilisation Request in respect of Tranche A, Tranche B, Tranche C and Tranche D;

(ii)

one Utilisation Request in respect of Tranche E;

(iii)

one Utilisation Request in respect of Tranche F; and

(iv)

one Utilisation Request in respect of Tranche G.

(c)

Following the establishment of an Accordion Facility, the Borrowers may not deliver more than six Utilisation Requests in respect of the Accordion Facilities.

(a)

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

(i)

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

(ii)

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

(iii)

the proposed Interest Period complies with Clause 11 (Interest Periods).

(i)

in the case of the Term Facility, the Available Commitment in relation to the Term Facility; and

(ii)

in the case of an Accordion Facility, the Available Commitment in relation to the Accordion Facilities.

(c)

The amount of a proposed Advance under each Tranche must be an amount which, on the proposed Utilisation Date, does not exceed 58 per cent. of the Fair Market Value of the Ship to be financed or refinanced by that Tranche.

(d)

The amount of the proposed Advance must be an amount which, when aggregated with any previous Advances utilised under this Facility, is not more than the Available Facility.

(e)

The amount of the proposed Loan must be an amount which would not oblige the Borrowers to provide additional security or prepay part of the Loan if the ratio set out in Clause 29 (Security Cover) were applied and notice was given by the Facility Agent under Clause 29.1 (Minimum required security cover) immediately after the Loan was advanced.

(f)

The Total Commitments after any Advance which is to be secured by a Mortgage shall not exceed 58 per cent. of the Fair Market Value of the Ships that will be subject to a Mortgage upon the making of that Advance, determined by valuations prepared as at a date not more than 30 days before the proposed Utilisation Date (except in relation to the first Utilisation Date when valuations may be prepared as at a date not more than 36 days before the proposed Utilisation Date).

(a)

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

(b)

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

(c)

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

(a)

The Term Facility Commitments which are unutilised following the end of the Availability Period for the Term Facility shall then be cancelled.

(b)

The Accordion Facilities Commitments which are unutilised at the end of the Availability Period for the Accordion Facilities shall then be cancelled.

5.8

Prepositioning of funds

(a)

agree to pay interest on the amount of the funds so prepositioned at the rate described in Clause 9.1 (Calculation of interest) on the basis of successive interest periods of one day and so that interest shall be paid together with the first payment of interest on such Advance after the Utilisation Date in respect of it or, if such Utilisation Date does not occur, within three Business Days of demand by the Facility Agent; and

(b)

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

6

ESTABLISHMENT OF AN ACCORDION FACILITY

6.1

Selection of Accordion Facility Lenders

(a)

Definitions

(a)

invites each Lender to participate in a proposed Accordion Facility; and

(b)

sets out the proposed Accordion Facility Terms applicable to the Accordion Facility and any fee or commission proposed to be payable to lenders under the proposed Accordion Facility.

(b)

Invitation to all Lenders under the Term Facility

(c)

▇▇▇▇▇▇’s offer

(d)

Expiry of ▇▇▇▇▇▇’s offer

(i)

the day falling 30 Business Days after the last day of the Accordion Facility Solicitation Period relating to the Accordion Facility Proposal; and

(ii)

the day falling 10 Business Days after the Accordion Facility Date in respect of the proposed Accordion Facility.

(e)

Scaleback of Lenders’ offers

(f)

Invitation to Participating Lenders if shortfall

(b)

must be in an amount that, when aggregated with all other Accordion Facility Commitments, does not exceed $62,000,000.

6.3

Delivery of the Accordion Facility Notice

(a)

On completion of the solicitation process set out in Clause 6.1 (Selection of Accordion Facility Lenders), the Corporate Guarantor and each relevant Accordion Facility Lender may request the establishment of an Accordion Facility by the Corporate Guarantor delivering to the Facility Agent the duly completed Accordion Facility Notice not later than 10 Business Days (or such shorter period as the Facility Agent may agree) prior to the proposed Accordion Facility Date specified in the Accordion Facility Notice.

(b)

The Accordion Facility Notice may not be delivered after the Availability Period.

6.4

Completion of the Accordion Facility Notice

(a)

The Accordion Facility Notice is irrevocable and will not be regarded as having been duly completed unless:

(i)

it sets out the Accordion Facility Terms applicable to the Accordion Facility;

(ii)

the Accordion Facility Terms applicable to the Accordion Facility comply with Clause 6.5 (Restrictions on Accordion Facility Terms and fees); and

(iii)

the Accordion Facility Lenders and the Accordion Facility Commitments set out in the Accordion Facility Notice have been selected and allocated in accordance with Clause 6.1 (Selection of Accordion Facility Lenders).

(b)

No more than three Accordion Facilities may be requested.

6.5

Restrictions on Accordion Facility Terms and fees

(a)

Currency

(b)

Commitment fee

(c)

Borrowers

(d)

Purpose

(e)

Availability

6.6

Conditions to establishment

(a)

The establishment of an Accordion Facility will only be effected in accordance with Clause 6.7 (Establishment of Accordion Facility) if:

(A)

no Default is continuing or would result from the establishment of the proposed Accordion Facility; and

(B)

the Repeating Representations to be made by each Obligor are true in all material respects;

(A)

the originals of any Accordion Facility Finance Documents (and of any documents required to be delivered by them); and

(B)

such documents (if any) as are reasonably necessary as a result of the establishment of the Accordion Facility to maintain the effectiveness of the Finance Documents and the Security Interests created thereunder including, but not limited to, any addenda or supplements to the Mortgages; and

(C)

such legal opinions as the Facility Agent may require in connection with the documents referred to in this paragraph (i)(A).

(b)

The Facility Agent shall notify the Corporate Guarantor and the Lenders promptly upon being satisfied under sub-paragraph (a)(ii) of paragraph (a) above.

(c)

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

6.7

Establishment of Accordion Facility

(a)

If the conditions set out in this Agreement have been met the establishment of an Accordion Facility is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Accordion Facility Notice. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of the duly completed Accordion Facility Notice appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute the Accordion Facility Notice.

(b)

The Facility Agent shall only be obliged to execute the Accordion Facility Notice delivered to it by the Borrowers 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 establishment of the Accordion Facility.

(c)

On the Accordion Facility Date:

(i)

subject to the terms of this Agreement the Accordion Facility Lenders make available a dollar term facility in an aggregate amount equal to the Accordion Facility Commitments specified in the Accordion Facility Notice which will be available to the Borrowers;

(ii)

each Accordion Facility Lender shall assume all the obligations of a Lender corresponding to the Accordion Facility Commitment (the “Assumed Accordion Facility Commitment”) specified opposite its name in the Accordion Facility Notice as if it had been an Original Lender in respect of the Accordion Facility Commitment;

(iii)

each of the Obligors and each Accordion Facility Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and that Accordion Facility Lender would have assumed and/or acquired had that Accordion Facility Lender been an Original Lender in respect of the Assumed Accordion Facility Commitment;

(iv)

each Accordion Facility Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Accordion Facility Lender and those Finance Parties would have assumed and/or acquired had the Accordion Facility Lender been an Original Lender in respect of the Assumed Accordion Facility Commitment; and

(v)

each Accordion Facility Lender shall become a Party as a “Lender”.

6.10

Prior amendments binding

(a)

an “Existing Lender” were references to all the Lenders immediately prior to the Accordion Facility Date;

(b)

the “New Lender” were references to an “Accordion Facility Lender”; and

(c)

a “re-transfer” and “re-assignment” were references respectively to a “transfer” and “assignment”.

(a)

Each Advance under the Term Loan Facility shall be repaid by equal consecutive quarterly instalments representing a repayment profile whereby the Term Facility would be repaid to zero once the age of each individual Ship reaches 16.5 years of age, the first of which shall be repaid on the date falling 3 Months after the relevant Utilisation Date of the relevant Advance and the last on the Termination Date, together with a balloon instalment of all outstanding amounts relating to the relevant Advance repayable at the same time as the last quarterly instalment (each a “Repayment Instalment”), such repayment profile to be calculated in accordance with the formula set out in Schedule 11 (Repayment Instalment formula) and confirmed in accordance with paragraphs (b) and (c) below.

(b)

On or promptly after the Utilisation Date for an Advance under a the Term Facility, the Borrowers shall provide the Facility Agent with a proposed repayment schedule for that Advance, specifying the repayment instalments for that Advance and their respective payment dates, or where there is more than one Advance under the Term Facility, the Borrower shall provide a combined and consolidated repayment schedule in respect of such Advances.

(c)

Upon written confirmation by the Facility Agent of the proposed repayment schedule provided to Facility Agent pursuant to paragraph (b) above, such repayment schedule shall become an integral part of this Agreement and the Borrowers agree to repay the relevant Advance in accordance with that repayment schedule.

(a)

Each Advance under each Accordion Facility shall be repaid by equal consecutive quarterly instalments, representing a repayment profile whereby each Accordion Facility would be repaid to zero once each of the Accordion Ships under that Accordion Facility reaches 16.5 years of age, the first of which shall be repaid on the date falling 3 Months after the Utilisation Date of that Advance under the applicable Accordion Facility and the last on the Termination Date, together with a balloon instalment of all outstanding amounts relating to each Advance under each Accordion Facility repayable at the same time as the last quarterly instalment (each a “ Repayment Instalment”), such repayment profile to be calculated in accordance with the formula set out in Schedule 11 (Repayment Instalment formula) and confirmed in accordance with paragraphs (b) and (c) below.

(b)

On or promptly after the Utilisation Date for an Advance under an Accordion Facility, the Borrowers shall provide the Facility Agent with a proposed repayment schedule for that Advance, specifying the repayment instalments for that Advance and their respective payment dates, or where there is more than one Advance under the Accordion Facilities, the Borrower shall provide a combined and consolidated repayment schedule in respect of such Advances.

(c)

Upon written confirmation by the Facility Agent of the proposed repayment schedule provided to Facility Agent pursuant to paragraph (b) above, such repayment schedule shall become an integral part of this Agreement and the Borrowers agree to repay the relevant Advance in accordance with that repayment schedule.

(a)

If the Borrowers cancel the whole or any part of any Available Commitment in accordance with Clause 8.7 (Right of replacement or repayment and cancellation in relation to a single Lender) then the Repayment Instalments falling after that cancellation will reduce pro rata by the amount of the Available Commitments so cancelled.

(b)

If the whole or part of any Commitment is cancelled pursuant to Clause 5.5 (Cancellation of Commitments) or Clause 8.2 (Voluntary and automatic cancellation), the Repayment Instalments for each Repayment Date falling after that cancellation will reduce pro rata in inverse chronological order by the amount of the Commitments so cancelled.

(c)

If any part of the Loan is repaid or prepaid in accordance with Clause 8.7 (Right of replacement or repayment and cancellation in relation to a single Lender) then the Repayment Instalments for each Repayment Date falling after that repayment or prepayment will reduce pro rata by the amount of the Loan repaid or prepaid.

(d)

If any part of the Loan is prepaid in accordance with Clause 8.3 (Voluntary prepayment of Loan), Clause 8.5 (Mandatory prepayment on sale or Total Loss) or Clause 8.6 (Mandatory prepayment of Hedging Prepayment Proceeds) then the amount of the Repayment Instalments for each Repayment Date falling after that repayment or prepayment will reduce pro rata in inverse chronological order by the amount of the Loan repaid or prepaid.

(a)

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

(i)

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

(ii)

upon the Facility Agent notifying the Borrowers, the Commitment of that ▇▇▇▇▇▇ will be immediately cancelled; and

(iii)

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

(b)

Any partial prepayment under this Clause 8.1 (Illegality) in respect of the Loan shall reduce pro rata the amount of each Repayment Instalment falling after that prepayment by the amount prepaid.

(a)

The Borrowers may, if they give the Facility Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders and the Facility Agent may agree) prior notice, cancel the whole or any part (being a minimum amount of $1,000,000) of the Available Facility. Any cancellation under this Clause 8.2 (Voluntary and automatic cancellation) shall reduce the Commitments of the Lenders and the amount of each Tranche then unutilised pro rata and, in the case of each Tranches, pro rata against each Instalment and the Balloon Instalment for that Tranche.

(b)

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

(a)

If, without the Lenders’ prior consent, any person or group of persons acting in concert gains control of a Guarantor:

(i)

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

(ii)

irrespective of whether notice is given under paragraph (a)(i) of Clause 8.3 (Change of control) above, if the Majority Lenders so require, the Facility Agent shall, by no less than 30 days’ notice to the Borrowers, cancel the Facility and declare the Loan, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Facility will be cancelled and all such outstanding amounts will become immediately due and payable.

(i)

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

(A)

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

(B)

appoint or remove all, or the majority, of the directors or other equivalent officers of either Guarantor; or

(C)

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

(ii)

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

(iii)

the merger or consolidation of either Guarantor which gives rise to a change of control; and/or

(iv)

the approval of a complete liquidation or dissolution of either Guarantor.

(c)

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

8.4

Voluntary prepayment of Loan

(a)

The Borrowers may, if they give the Facility Agent not less than 15 days’ (or such shorter period as the Majority Lenders and the Facility Agent may agree) prior notice, prepay the whole or any part of the Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of $1,000,000 or a multiple of that amount).

(b)

The Loan may only be prepaid after the last day of the last Availability Period (or, if earlier, the day on which the Available Facility is zero) Provided that any amount advanced to the Borrowers prior to the last day of the last Availability Period may be prepaid subject to payment by the Borrowers of any applicable administrative fee set out in Schedule 14 (Benchmark Terms) and the other provisions of this Clause 8.4 (Voluntary prepayment of Loan).

(c)

Any partial prepayment under this Clause 8.4 (Voluntary prepayment of Loan) shall be applied on a pro-rata basis towards satisfaction of the Repayment Instalments set out in Clause 7.1 (Repayment of Term Loan Facility) and if an Accordion Facility has been established, towards satisfaction of the Repayment Instalments set out in Clause 7.2 (Repayment of Accordion Facilities).

(d)

Subject to the consent of the Lenders, such consent not to be unreasonably withheld, the Borrowers may request that a voluntary prepayment under this Clause 8.4 (Voluntary prepayment of Loan) be applied towards full or partial repayment of a particular Tranche and, in the case of a full repayment only the Borrower may further request the release of the Mortgage over the Ship relating to that Tranche and the other Security related provided by that Borrower Provided that the consent of the Lenders shall not be unreasonably withheld nor shall the Security Agent be required to release any Mortgage over the relevant Ship or any other Security if the minimum security coverage ratio calculated in accordance with Clause 29.1 (Minimum required security cover) immediately following the release of the Mortgage over that Ship and any other Security would be lower than the ratio which applied immediately before the release. Any such prepayment shall be applied first against the Tranche to which such Ship relates and then pro-rata against the remaining Tranches to be applied against each such remaining Tranche in inverse order of maturity, subject to the payment of any applicable administrative fee set out in Schedule 14 (Benchmark Terms) and the other provisions of this Clause 8.4 (Voluntary prepayment of Loan).

8.5

Mandatory prepayment or replacement on sale or Total Loss

(a)

If a Ship is sold or becomes a Total Loss or there is direct or indirect change in the legal or beneficial ownership of the share capital of or voting rights in the relevant Borrower which owns such Ship, the Borrowers shall on the Relevant Date either (i) prepay the Tranche applicable to that Ship or (ii) procure that Security over a replacement vessel is provided in accordance with paragraph (f) below.

(b)

On the Relevant Date, the Borrowers shall also prepay such part of the Loan as shall eliminate any shortfall arising if the ratio set out in Clause 29 (Security Cover) were applied immediately following the payment referred to in paragraph (a) above.

(c)

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

(d)

In this Clause 8.5 (Mandatory prepayment on sale or Total Loss):

(a)

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

(b)

in the case of a Total Loss of a Ship, on the earlier of:

(i)

the date falling 180 days after the Total Loss Date; and

(ii)

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

(e)

Any partial prepayment of the Loan under this Clause 8.5 (Mandatory prepayment on sale or Total Loss) shall reduce in inverse order of maturity the amount of each Repayment Instalment falling after that prepayment by the amount prepaid.

(f)

The provision by the Borrowers of Security over a replacement vessel pursuant to paragraph (a) above instead of making the applicable prepayment is subject to:

(i)

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

(ii)

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

(iii)

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

(iv)

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

(v)

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

(vi)

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

8.6

Mandatory prepayment of Hedging Payment Proceeds

8.7

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

(a)

If:

(i)

any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 (Tax gross-up); or

(ii)

any Lender claims indemnification from a Borrower under Clause 14.3 (Tax indemnity) or Clause 15.1 (Increased costs); or

(iii)

the Facility Agent receives notification from a Lender under Clause 12.4 (Market disruption),

(A)

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

(B)

whilst in the case of paragraph (iii) above the situation in relation to the relevant Lender continues,

(b)

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

(c)

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

(d)

Any partial prepayment under this Clause 8.7 (Right of replacement or repayment and cancellation in relation to a single Lender) shall reduce pro rata the amount of each Repayment Instalment falling after that prepayment by the amount prepaid.

(e)

The Borrowers may, in the circumstances set out in paragraph (a) above, on 10 Business Days’ prior notice to the Facility Agent and that ▇▇▇▇▇▇, replace that Lender by requiring that ▇▇▇▇▇▇ to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 32 (Changes to the Lenders) (and not part only) all of its rights and obligations under this

(i)

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

(ii)

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

(iii)

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

(iv)

the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (e) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer.

(a)

Any notice of cancellation or prepayment given by any Party under this Clause 8 (Payment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b)

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

(c)

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

(d)

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

(e)

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

(f)

If the Facility Agent receives a notice under this Clause 8 (Payment and Cancellation) it shall promptly forward a copy of that notice to either the Borrowers or the affected Lenders and/or Hedge Counterparties, as appropriate.

(g)

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

(a)

The rate of interest on each Compounded Rate Loan for any day during an Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(b)

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

(a)

Margin; and

(b)

Term SOFR Reference Rate.

(a)

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is two per cent. higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted part of a Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Facility Agent. Any interest accruing under this Clause 9.5 (Default interest) shall be immediately payable by the Obligor on demand by the Facility Agent.

(b)

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

(i)

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

(ii)

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

(c)

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

(a)

The Facility Agent shall promptly upon a Compounded Rate Interest Payment being determinable, notify:

(i)

the Borrowers of that Compounded Rate Interest Payment;

(ii)

each Lender of the proportion of that Compounded Rate Interest Payment which relates to that ▇▇▇▇▇▇’s participation in the relevant Compounded Rate Loan; and

(iii)

the Lenders and the Borrowers of:

(A)

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

(B)

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

(b)

The Facility Agent shall promptly notify the Lenders and the Borrowers of the determination of a rate of interest relating to a Term SOFR Loan.

(c)

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

(d)

The Facility Agent shall promptly notify the Lenders and the Borrowers of the determination of a rate of interest relating to a Compounded Rate Loan to which Clause 12.5 (Cost of funds) applies.

(e)

This Clause 9.6 (Notifications) shall not require the Facility Agent to make any notification to any Party on a day which is not a Business Day.

(a)

The Borrowers may enter into Hedging Agreements and shall after that date maintain such Hedging Agreements in accordance with this Clause 9.7 (Hedging).

(b)

Each Hedging Agreement shall:

(ii)

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

(iii)

have settlement dates coinciding with the Interest Payment Dates;

(iv)

be in agreed form;

(v)

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

(vi)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

(i)

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

(i)

in accordance with paragraph (g) above;

(ii)

on the occurrence of an Illegality or Tax Event (as such expression is defined in the relevant Hedging Agreement);

(iii)

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

(iv)

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

(v)

if the Secured Liabilities (other than in respect of the Hedging Agreements) have been irrevocably and unconditionally paid and discharged in full (including for the purposes of refinancing);

(vi)

if a Borrower does not pay on the due date any amount payable pursuant to a Hedging Agreement;

(vii)

if the Facility Agent takes any action pursuant to Clause 31.17 (Acceleration);

(viii)

if a Hedge Counterparty ceases to be a Lender pursuant to Clause 8 (Payment and cancellation) or Clause 32.10 (Replacement of Lenders by Borrowers); or

(ix)

on the occurrence of any event or circumstance set out in Clause 31.7 (Insolvency) or Clause 31.8 (Insolvency proceedings).

(j)

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

(k)

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

(l)

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

(m)

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

(n)

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

9.8

Hedging with another bank or financial institution

10

RATE SWITCH

10.1

Switch to Term SOFR Reference Rate

(a)

Subject to Clause 10.2 (Delayed switch for existing Compounded Rate Loans), on and from the Rate Switch Date:

(i)

use of the Term SOFR Reference Rate will replace the use of the Compounded Reference Rate for the calculation of interest for the Loan or any part of the Loan; and

(ii)

the Loan or any part of the Loan or Unpaid Sum shall be a “Term SOFR Loan” and Clause 9.3 (Calculation of interest – Term SOFR Loans) shall apply to the Loan, any such part of the Loan or Unpaid Sum.

(a)

the Loan, relevant part of the Loan or Unpaid Sum (as applicable) shall continue to be a Compounded Rate Loan for that Interest Period and Clause 9.1 (Calculation of interest – Compounded Rate Loans) shall continue to apply to the Loan, relevant part of the Loan or Unpaid Sum (as applicable) for that Interest Period;

(b)

any provision of this Agreement which is expressed to relate solely to a Term SOFR Loan shall not apply in relation to the Loan, relevant part of the Loan or Unpaid Sum (as applicable) for that Interest Period; and

(c)

on and from the first day of the next Interest Period (if any) for the Loan, relevant part of the Loan or Unpaid Sum (as applicable):

(i)

the Loan, relevant part of the Loan or Unpaid Sum (as applicable) shall be a “Term SOFR Loan”; and

(ii)

Clause 9.3 (Calculation of interest – Term SOFR Loans) shall apply to it.

11.1

Commencement and duration of Interest Periods

(a)

Subject to this Clause 11.2 (Changes to Interest Periods), each Interest Period shall be three Months.

(b)

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

(c)

The first Interest Period for each Tranche shall start on the Utilisation Date relating to that Tranche and each subsequent Interest Period shall start on the last day of the preceding Interest Period.

11.2

Changes to Interest Periods

(a)

In respect of a Repayment Instalment, prior to determining the interest rate for the relevant Tranche, the Facility Agent may establish an Interest Period for a part of the relevant Tranche equal to such Repayment Instalment to end on the Repayment Date relating to it and the Interest Period for the remaining part of that Tranche shall run until the next Repayment Date.

(b)

If the Facility Agent makes any change to an Interest Period referred to in this Clause 11.2 (Changes to Interest Periods), it shall promptly notify the Borrowers and the Lenders.

11.3

Non-Business Days

(a)

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

(b)

In respect of any Compounded Rate Loan, if there are rules specified as “Business Day Conventions” in the Benchmark Terms, those rules shall apply to each Interest Period for that Compounded Rate Loan.

12.1

Interest calculation if no RFR or Central Bank Rate before Rate Switch Date

(a)

there is no RFR or Central Bank Rate for the purposes of calculating the Daily Non-Cumulative Compounded RFR Rate for an RFR Banking Day during an Interest Period for a Compounded Rate Loan; and

(b)

“Cost of funds will apply as a fallback” is specified in the Benchmark Terms,

12.2

Unavailability of Term SOFR

(a)

Interpolated Term SOFR

(b)

Historic Term SOFR

(c)

Interpolated Historic Term SOFR

12.3

Cost of funds

12.4

Market disruption

(i)

a Compounded Market Disruption Rate is specified in the Benchmark Terms; and

(ii)

before the Reporting Time for the Loan or any part of the Loan, the Facility Agent receives notifications from a Lender or Lenders (whose participations in the Loan or the relevant part of the Loan exceed 30 per cent. of the Loan or the relevant part of the Loan as appropriate) that its cost of funds relating to its participation in the Loan or that part of the Loan would be in excess of that Compounded Market Disruption Rate,

(b)

In the case of a Term SOFR Loan, if before close of business in London on the Quotation Day for the relevant Interest Period, the Facility Agent receives notification from a Lender or Lenders (whose participations in the Loan or the relevant part of the Loan exceed 30 per cent. of the Loan or that part of the Loan as appropriate) that its cost of funds relating to its participation in the Loan or that part of the Loan would be in excess of the Term Market Disruption Rate then Clause 12.5 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.

(a)

If this Clause 12.5 (Cost of funds) applies to the Loan or part of the Loan for an Interest Period, neither Clause 9.2 (Calculation of interest - Compounded Rate Loans) nor Clause 9.3 (Calculation of interest - Term SOFR Loans) shall apply to the Loan or that part of the Loan for that Interest Period and the rate of interest on the Loan or that part of the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i)

the Margin; and

(ii)

the weighted average of the rates notified to the Facility Agent by each Lender as soon as practicable and in any event

(A)

in relation to a Compounded Rate Loan, by the Reporting Time for that Compounded Rate Loan

(B)

in relation to a Term SOFR Loan, within two Business Days of the first day of that Interest Period (or, if earlier, on the date falling three Business Days before the date on which interest is due to be paid in respect of that Interest Period) before interest is due to be paid in respect of that Interest Period; or to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in the Loan or that part of the Loan.

(b)

If this Clause 12.5 (Cost of funds) applies and the Facility Agent or the Borrowers so require, the Facility Agent and the Borrowers shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest or (as the case may be) an alternative basis for funding.

(c)

Subject to Clause 46.4 (Changes to reference rates), any substitute or alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

(d)

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

(i)

in relation to a Compounded Rate Loan a Lender’s Funding Rate is less than the relevant Compounded Market Disruption Rate that Lender’s cost of funds relating to its participation in the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of sub-paragraph (a)(ii) of paragraph (a) above, to be the Compounded Market Disruption Rate for that Compounded Rate Loan;

(ii)

in relation to a Term SOFR Loan a Lender’s Funding Rate is less than the Term Market Disruption Rate, that ▇▇▇▇▇▇’s cost of funds relating to its participation in the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of sub-paragraph (a)(ii) of paragraph (a) above, to be the Term Market Disruption Rate.

(f)

If this Clause 12.5 (Cost of funds) applies but any Lender does not notify a rate to the Facility Agent by the time specified in sub-paragraph (a)(ii) of paragraph (a) above the rate of interest shall be calculated on the basis of the rates notified by the remaining Lenders.

(g)

If this Clause 12.5 (Cost of funds) applies, the Facility Agent shall, as soon as practicable, notify the Borrowers.

12.6

Break Costs

(a)

Subject to paragraph (b) below, the Borrowers shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs (if any) attributable to all or any part of the Loan or Unpaid Sum being paid by the Borrowers on a day prior to the last day of an Interest Period for the Loan, the relevant part of the Loan or that Unpaid Sum.

(b)

Paragraph (a) above shall apply in respect of a Compounded Rate Loan if an amount is specified as Break Costs in the Benchmark Terms.

(c)

Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in respect of which they become, or may become, payable.

13.1

Commitment fee

(a)

The Borrowers shall pay to the Facility Agent (for the account of each Lender) a fee computed at the rate of 40 per cent. of the applicable Margin per annum on that ▇▇▇▇▇▇’s Available Commitment in respect of the Term Facility from time to time, starting on the date of this Agreement and ending on the earlier of (i) the date on which each Initial Tranche is utilised or (ii) the end of the Availability Period in respect of the Term Facility.

(b)

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

13.2

Upfront fees

13.3

Agent fee

(a)

Unless a contrary indication appears, in this Clause 14 (Tax Gross Up and Indemnities) reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

(b)

This Clause 14 (Tax Gross Up and Indemnities) shall not apply to any Hedging Agreement.

14.2

Tax gross-up

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(a)

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

(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,

(A)

is fully compensated for by an increased payment under Clause 14.2 (Tax gross-up); or

(B)

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

(c)

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

(d)

A Protected Party shall, on receiving a payment from an Obligor under this Clause 14.3 (Tax indemnity), notify the Facility Agent.

(a)

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

(b)

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

14.6

VAT

(a)

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

(b)

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

(i)

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

(ii)

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

(c)

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

(d)

Any reference in this Clause 14.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or equivalent provisions imposed elsewhere so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or

(e)

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

(a)

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

(ii)

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

(iii)

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

(b)

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

(c)

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

(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 (c)(i) or (c)(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.

(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

(b)

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

(a)

Subject to Clause 15.3 (Exceptions), the Borrowers shall, within three Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

(i)

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

(ii)

compliance with any law or regulation made, including any costs attributable to the implementation, application of, or compliance with, Basel III or CRD IV, in each case after the date of this Agreement; or

(iii)

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

(A)

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

(B)

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

(C)

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

(A)

Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and

(B)

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

(C)

any other law or regulation which implements Basel III.

(A)

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

(B)

an additional or increased cost; or

(C)

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

15.2

Increased cost claims

(a)

A Finance Party intending to make a claim pursuant to Clause 15.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrowers.

(b)

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

15.3

Exceptions

(a)

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

(b)

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

(c)

compensated for by Clause 14.3 (Tax indemnity) (or would have been compensated for under Clause 14.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 14.3 (Tax indemnity) applied);

(d)

compensated for by any payment made pursuant to Clause 16.3 (Mandatory Cost);

(e)

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

(f)

incurred by a Hedge Counterparty in its capacity as such.

16

OTHER INDEMNITIES

16.1

Currency indemnity

(a)

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

(i)

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

(ii)

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

(b)

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

(c)

This Clause 16.1 (Currency indemnity) does not apply to any sum due to a Hedge Counterparty in its capacity as such.

16.2

Other indemnities

(a)

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

(i)

the occurrence of any Event of Default;

(ii)

a failure by 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 37 (Sharing Among the Finance Parties);

(iii)

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

(iv)

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

(b)

Each Obligor shall, on demand, indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (each such person for the purposes of this Clause 16.2 (Other indemnities) an “Indemnified Person”), against any cost, loss or liability incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to

(c)

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

(i)

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

(ii)

in connection with any Environmental Claim.

(d)

Any Affiliate or any officer or employee of a Finance Party or of any of its Affiliates may rely on this Clause 16.2 (Other indemnities) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.

16.3

Mandatory Cost

(a)

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

(b)

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

(a)

investigating any event which it reasonably believes is a Default;

(b)

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

(c)

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

16.5

Indemnity to the Facility Agent

16.6

Indemnity to the Security Agent

(a)

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

(A)

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

(B)

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

(C)

the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;

(D)

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