BW LPG HOLDING PTE. LTD. arranged by BNP PARIBAS, OVERSEA-CHINESE BANKING CORPORATION LIMITED, DBS BANK LTD., UNITED OVERSEAS BANK LIMITED and MUFG Bank, Ltd., Singapore Branch and guaranteed by BW LPG LIMITED with BNP PARIBAS as Agent BNP PARIBAS as...

(A)

BW LPG HOLDING PTE. LTD. (the Borrower);

(B)

BW LPG LIMITED (the Parent);

(C)

BNP PARIBAS, OVERSEA-CHINESE BANKING CORPORATION LIMITED, DBS BANK LTD., UNITED OVERSEAS BANK LIMITED and MUFG Bank, Ltd., Singapore Branch as mandated lead arrangers (whether acting individually or together the Arrangers);

(D)

BNP PARIBAS as agent of the other Finance Parties (the Agent);

(E)

BNP PARIBAS as security agent of the Finance Parties (the Security Agent); and

(F)

THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The original parties) as lenders (the Original Lenders).

1

Definitions and interpretation

1.1

In this Agreement and (unless otherwise defined in the relevant Finance Document) the other Finance Documents:

(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 other 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.

(a)

any law or regulation in force as at the date hereof implementing the Basel II Accord (including the relevant provisions of CRD IV and CRR) to the extent only that such law or regulation re-enacts and/or implements the requirements of the Basel II Accord but excluding any provision of such law or regulation implementing the Basel III Accord; and

(b)

any Basel II Approach adopted by a Finance Party or any of its Affiliates.

(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

(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)

the interests of ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇, his family (including siblings) and their respective heirs and successors, including trusts or similar arrangements of which they are individual or collective beneficiaries (together, the Sohmen Family Interests) cease to beneficially hold:

(i)

more than 50% of the issued share capital of BW Group Limited (BW Group); or

(ii)

such number of shares in the capital of BW Group as carry more than 50% of the voting rights normally exercisable at a general meeting of BW Group; or

(b)

BW Group ceases to beneficially hold (directly or indirectly):

(i)

20% or more of the issued or allotted share capital of the Parent; or

(ii)

such number of shares in the capital of the Parent as carry 20% or more of the voting rights normally exercisable at a general meeting of the Parent.

(a)

in relation to an Original Lender, the amount set out under its name under the heading “Commitment” in Schedule 1 (The original parties) and the amount of any other Commitment transferred to it under this Agreement; and

(b)

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

(a)

is agreed in writing by the Borrower, the Agent (in its own capacity) and the 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 Compounded Rate Terms; and

(c)

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

(a)

is agreed in writing by the Borrower, the Agent (in its own capacity) and the 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 Borrower and each Finance Party.

(a)

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

(b)

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

(i)

information that:

(A)

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of clause 40 (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 BW Group; 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

(ii)

any Funding Rate.

(a)

a Total Loss of a Mortgaged Ship, the applicable Total Loss Repayment Date; and

(b)

a sale of a Mortgaged Ship by the relevant Owner, the date upon which such sale is completed by the transfer of title to the purchaser in exchange for payment of all or part of the relevant purchase price.

(a)

enforcement, clean-up, removal or other governmental or regulatory action or orders or claims instituted or made pursuant to any Environmental Laws or resulting from a Spill; or

(b)

any claim made by any other person relating to a Spill.

(a)

any Mortgaged Ship or its owner, operator or manager may be liable for Environmental Claims arising from the Spill (other than Environmental Claims arising and fully satisfied before the date of this Agreement); and/or

(b)

any Mortgaged Ship may be arrested or attached in connection with any such Environmental Claim.

(a)

in respect of a Lender, the office or offices notified by that Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days’ written notice) as the office through which it will perform its obligations under this Agreement; and

(b)

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

(a)

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

(b)

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

(c)

any agreement pursuant to the implementation of any treaty, law or regulation referred to in (a) or (b) with the US Internal Revenue Service, 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 “pass thru payment” described in section 1471(d)(7) of the Code not falling within (a) above, the first date from which a payment may become subject to a deduction or withholding required by FATCA.

(a)

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

(b)

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

(c)

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

(d)

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP be treated as a finance or capital lease (other than any liability in respect of a lease or hire purchase contract which would, in accordance with GAAP in force prior to 1 January 2019, 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 and meet any requirement for de-recognition under GAAP);

(f)

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

(g)

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

(h)

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

(i)

any amount of any liability under an advance or deferred purchase agreement if (a) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (b) the agreement is in respect of the supply of assets or services and payment is due more than one hundred and eighty (180) days after the date of supply;

(j)

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

(k)

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

(a)

each Finance Party and each Receiver and any attorney, agent or other person appointed by them under the Finance Documents;

(b)

each Affiliate of those persons; and

(c)

any officers, directors, employees, advisers, representatives or agents of any of the above persons.

(a)

all policies and contracts of insurance; and

(b)

all entries in a protection and indemnity or war risks or other mutual insurance association or other approved war risks insurers,

(a)

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

(b)

relates to a Loan.

(a)

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

(b)

the time barring of claims under the Limitation Act 1980 and the Foreign Limitation Periods Act 1984, the possibility that an undertaking to assume liability for, or indemnify a person against, non-payment of UK stamp duty may be void and defences of set-off or counterclaim; and

(c)

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

(d)

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

(a)

each Original Lender; and

(b)

any bank or financial institution or, if consent is obtained from the Borrower (such consent being in the absolute discretion of the Borrower), any other entity, trust or fund which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets and which has become a Party as a lender in accordance with clause 28 (Changes to the Lenders),

(a)

the business, operations or financial condition of the Group taken as a whole; or

(b)

the ability of an Obligor to perform its payment or other material obligations under the Finance Documents; or

(c)

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

(a)

any Manager’s Undertaking in relation to a Ship if required under clause 22.6 (Manager); and

(b)

if applicable, any Insurance Undertaking in relation to a Ship if required under clause 24.4 (Placing of cover).

(a)

the audited consolidated financial statements of the Parent for its financial year ended 2023; and

(b)

the audited consolidated financial statements of the Borrower for its financial year ended 2023.

(a)

the Shipowner Guarantees from the relevant Owner;

(b)

the Mortgages over each of the Ships;

(c)

the Deeds of Covenant in relation to the relevant Ships;

(d)

the General Assignments in relation to the relevant Ships.

(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)

any ship repairer’s or outfitter’s possessory lien in respect of the Ship permitted under clause 23.17 (Repairer’s Lien);

(b)

any lien on the Ship for master’s, officer’s or crew’s wages and masters disbursements outstanding in the ordinary course of its trading; and

(c)

any lien on the Ship for salvage,

(a)

granted by the Finance Documents; or

(b)

a Permitted Maritime Lien; or

(c)

is approved by the Majority Lenders.

(a)

its Original Jurisdiction;

(b)

any jurisdiction where any Charged Property owned by it is situated;

(c)

any jurisdiction where it conducts its business; and

(d)

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

(a)

the Obligors; and

(b)

each of its directors and officers, employees, agents and representatives.

(a)

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

(b)

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

(c)

50% or more owned, or otherwise controlled, by a person or persons referred to in (a) and/or (b) above; or

(d)

acting on behalf of any of the persons referred to in paragraphs (a), (b) or (c) above; or

(e)

otherwise a subject of Sanctions; or

(f)

a party with whom any relevant Finance Party is prohibited from (i) dealing or (ii) otherwise engaging in any transactions pursuant to any Sanctions.

(a)

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

(b)

the aggregate amount of which is equal to or less than the maturing Loan; and

(c)

made or to be made for the purpose of refinancing the maturing Loan.

(a)

the Original Security Documents; and

(b)

any other document as may be executed to guarantee and/or secure any amounts owing to the Finance Parties under this Agreement or any other Finance Document (and, for the avoidance of doubt, not to include any Non-obligor Security Document).

(a)

directly or indirectly controlled by such person; or

(b)

of whose dividends or distributions on ordinary voting share capital such person is beneficially entitled to receive more than 50 per cent.

(a)

actual, constructive, compromised or arranged total loss; or

(b)

requisition for title, confiscation or other compulsory acquisition by a government entity (together a “Compulsory Acquisition”) (excluding a requisition for hire at market rates for a fixed period of 1 year without any right to an extension) unless it is redelivered within one hundred and eighty (180) days to the full control of the relevant Owner or operator; or

(c)

hijacking, theft, condemnation, capture, seizure, arrest or detention unless it is redelivered within one hundred and eighty (180) days to the full control of the relevant Owner or operator.

(a)

in the case of an actual total loss, the date it happened or, if such date is not known, the date on which the vessel was last reported;

(b)

in the case of a constructive total loss and where the Ship’s Insurances are subject to English law, the date notice of abandonment of the Ship is given to its insurers or, if the insurers do not admit such a claim, the date later determined by a competent court of law to have been the date on which the total loss happened;

(c)

in the case of a compromised, agreed or arranged total loss, the date upon which a binding agreement as to such total loss has been entered into by the Ship’s insurers;

(d)

in the case of a requisition for title, confiscation or compulsory acquisition, the date one hundred and eighty (180) days after the date upon which it happened; and

(e)

in the case of hijacking, theft, condemnation, capture, ▇▇▇▇▇▇▇, arrest or detention, the date one hundred and eighty (180) days after the date upon which it happened.

(a)

the date ninety (90) days after its Total Loss Date; and

(b)

the date upon which insurance proceeds or Requisition Compensation for such Total Loss are paid by insurers or the relevant government entity.

(a)

the proposed Transfer Date specified in the Transfer Certificate; and

(b)

the date on which the Agent executes the Transfer Certificate.

(a)

all moneys duly received by the Security Agent under or in respect of the Finance Documents;

(b)

the Security Interests, guarantees, security, powers and rights given to the Security Agent under and pursuant to the Finance Documents including, without limitation, the covenants given to the Security Agent in respect of all obligations of any Obligor;

(c)

all assets paid or transferred to or vested in the Security Agent or its agent or received or recovered by the Security Agent or its agent in connection with any of the Finance Documents whether from any Obligor or any other person; and

(d)

all or any part of any rights, benefits, interests and other assets at any time representing or deriving from any of the above, including all income and other sums at any time received or receivable by the Security Agent or its agent in respect of the same (or any part thereof).

(a)

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

(b)

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

(a)

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

(b)

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

(a)

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

(b)

in relation to any other applicable Bail-In Legislation other than the UK Bail-In Legislation:

(i)

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

(ii)

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

(c)

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.

1.2

Unless a contrary indication appears, any reference in any of the Finance Documents to:

(a)

Sections, clauses and Schedules are to be construed as references to the Sections and clauses of, and the Schedules to, the relevant Finance Document and references to a Finance Document include its Schedules;

(b)

a Finance Document or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as it may from time to time be amended, restated, novated or replaced, however fundamentally;

(c)

words importing the plural shall include the singular and vice versa;

(d)

a time of day are to Singapore time;

(e)

any person includes its successors in title, permitted assignees or transferees;

(f)

the knowledge, awareness and/or beliefs (and similar expressions) of any Obligor shall be construed so as to mean the knowledge, awareness and beliefs of the director and officers of such ▇▇▇▇▇▇▇, having made due and careful enquiry;

(g)

agreed form means:

(i)

where a Finance Document has already been executed by all of the relevant parties, such Finance Document in its executed form;

(ii)

prior to the execution of a Finance Document, the form of such Finance Document separately agreed in writing between the Agent and the Borrower as the form in which that Finance Document is to be executed or another form approved at the request of the Borrower;

(h)

approved by the Majority Lenders or approved by the Lenders means approved in writing by the Agent acting on the instructions of the Majority Lenders or, as the case may be, all of the Lenders (on such conditions as they may respectively impose) and otherwise approved means approved in writing by the Agent (on such conditions as the Agent may impose) and approval and approve shall be construed accordingly;

(i)

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

(j)

an authorisation means any authorisation, consent, concession, approval, resolution, licence, exemption, filing, notarisation or registration;

(k)

charter commitment means, in relation to a vessel, any charter or contract for the use, employment or operation of that vessel or the carriage of people and/or cargo or the provision of services by or from it and includes any agreement for pooling or sharing income derived from any such charter or contract;

(l)

control of an entity means:

(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 50 per cent of the maximum number of votes that might be cast at a general meeting of that entity; or

(B)

appoint or remove all, or the majority, of the directors or other equivalent officers of that entity; or

(C)

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

(ii)

the holding beneficially of more than 50 per cent of the issued share capital of that entity (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, for this purpose, any Security Interest over share capital shall be disregarded in determining the beneficial ownership of such share capital);

(m)

the term disposal or dispose means a sale, transfer or other disposal (including by way of lease or loan but not including by way of loan of money) by a person of all or part of its assets, whether by one transaction or a series of transactions and whether at the same time or over a period of time, but not the creation of a Security Interest;

(n)

US$ and dollars denote the lawful currency of the United States of America;

(o)

the equivalent of an amount specified in a particular currency (the specified currency amount) shall be construed as a reference to the amount of the other relevant currency which can be purchased with the specified currency amount in the London foreign exchange market at or about 11 a.m. on the date the calculation falls to be made for spot delivery, as conclusively determined by the Agent (with the relevant exchange rate of any such purchase being the Agent’s spot rate of exchange);

(p)

a government entity means any government, state or agency of a state;

(q)

a group of Lenders includes all the Lenders;

(r)

a guarantee means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(s)

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;

(t)

month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month or the calendar month in which it is to end, except that:

(i)

other than where paragraph (ii) below applies:

(A)

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

(B)

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

(C)

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

(ii)

in relation to an Interest Period for a Loan (or any other period for the accrual of commission or fees), a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, subject to

(u)

an obligation means any duty, obligation or liability of any kind;

(v)

something being in the ordinary course of business of a person means something that is in the ordinary course of that person’s current day-to-day operational business (and not merely anything which that person is entitled to do under its Constitutional Documents);

(w)

pay or repay in clause 26 (Business restrictions) includes by way of set-off, combination of accounts or otherwise;

(x)

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

(y)

a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law, but if not having the force of law which is generally complied with in the ordinary course of business of the person concerned) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation and includes (without limitation) any Basel II Regulation or Basel III Regulation;

(z)

right means any right, privilege, power or remedy, any proprietary interest in any asset and any other interest or remedy of any kind, whether actual or contingent, present or future, arising under contract or law, or in equity;

(aa)

trustee, fiduciary and fiduciary duty has in each case the meaning given to such term under applicable law;

(bb)

(i) the liquidation, winding up, dissolution, or administration of person or (ii) a receiver or administrative receiver or administrator in the context of insolvency proceedings or security enforcement actions in respect of a person shall be construed so as to include any equivalent or analogous proceedings or any equivalent and analogous person or appointee (respectively) under the law of the jurisdiction in which such person is established or incorporated or any jurisdiction in which such person carries on business including (in respect of proceedings) the seeking or occurrences of liquidation, winding-up, reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of debtors;

(cc)

an entity is a “wholly-owned Subsidiary” of another entity if it has no members except that other and that other’s wholly-owned Subsidiaries or persons acting on behalf of that other or its wholly-owned Subsidiaries; and

(dd)

a provision of law is a reference to that provision as amended or re-enacted.

1.3

Where in this Agreement a provision includes a monetary reference level in one currency, unless a contrary indication appears, such reference level is intended to apply equally to its equivalent in other currencies as of the relevant time for the purposes of applying such reference level to any other currencies.

1.4

Section, clause and Schedule headings are for ease of reference only.

1.5

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

1.6

A Default (other than an Event of Default) is continuing if it has not been remedied or waived and an Event of Default is continuing if it has not been remedied (prior to the Finance Parties taking any action under clause 27.42 (Acceleration)) or waived.

1.7

Unless a contrary indication appears, in the event of any inconsistency between the terms of this Agreement and the terms of any other Finance Document when dealing with the same or similar subject matter, the terms of this Agreement shall prevail.

1.8

Unless expressly provided to the contrary in a Finance Document for the benefit of a Finance Party or another Indemnified Person, a person who is not a party to a Finance Document has no right under the Contracts (Rights of Third Parties) Act 1999 (the Third Parties Act) to enforce or enjoy the benefit of any term of the relevant Finance Document.

1.9

Any Finance Document may be rescinded or varied by the parties to it without the consent of any person who is not a party to it (unless otherwise provided by this Agreement).

1.10

An Indemnified Person who is not a party to a Finance Document may only enforce its rights under that Finance Document through a Finance Party and if and to the extent and in such manner as the Finance Party may determine.

1.11

Where any other Finance Document provides that this clause 1.11 shall apply to that Finance Document, any other provision of this Agreement which, by its terms, purports to apply to all or any of the Finance Documents and/or any Obligor shall apply to that Finance Document as if set out in it but with all necessary changes.

1.12

The terms of the Finance Documents (other than as relates to the creation and/or perfection of security) are subject to the terms of this Agreement and, in the event of any conflict between any provision of this Agreement and any provision of any Finance Document (other than in relation to the creation and/or perfection of security) the provisions of this Agreement shall prevail.

1.13

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

(a)

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

(b)

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

1.14

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

1.15

A “Lender’s cost of funds” in relation to its participation in a 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 for a period equal in length to the relevant Interest Period.

1.16

Any Compounded Rate Supplement overrides anything in:

(a)

Schedule 7 (Compounded Rate Terms); or

(b)

any earlier Compounded Rate Supplement.

1.17

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:

(a)

Schedule 8 (Daily Non-Cumulative Compounded RFR Rate) or Schedule 9 (Cumulative Compounded RFR Rate), as the case may be, or

(b)

any earlier Compounding Methodology Supplement.

2

The Facility

2.1

Subject to the terms of this Agreement, the Lenders make available to the Borrower a reducing revolving credit facility in an aggregate amount equal to the Total Commitments.

2.2

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

2.3

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 in respect of which a Finance Party shall be entitled to enforce its rights in accordance with clause 2.4. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by an Obligor which relates to a Finance Party’s participation in the Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

2.4

A Finance Party may, except as otherwise stated in the Finance Documents (including clauses 30.77 and 30.78 (All enforcement action through the Security Agent)) and clauses 31.2 and 31.3 (Finance Parties acting together), separately enforce its rights under the Finance Documents.

3

Purpose

3.1

The Borrower shall apply all amounts borrowed under the Facility in accordance with this clause 3.

3.2

The Facility may be used for (i) the acquisition of new vessels by any Subsidiary of the Borrower (including, where relevant, the advance of shareholder loans to any Subsidiary for such purpose) and (ii) for the Group’s general corporate and working capital purposes and to repay maturing Loans.

3.3

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

4

Conditions of Utilisation

4.1

The Lenders will only be obliged to comply with clauses 5.7 to 5.10 (▇▇▇▇▇▇▇’ participation) in relation to the first Utilisation if on or before the Utilisation Date for that Utilisation, the Agent, or its duly authorised representative, has received all of the documents and other evidence listed in Part 1 of Schedule 3 (Conditions precedent to signing) in form and substance satisfactory to the Agent.

4.2

The Total Commitments shall only become available for borrowing under this Agreement if the Agent, or its duly authorised representative, has received on or before the first Utilisation Date all of the documents and evidence listed in Part 2 of Schedule 3 (Ship and security conditions precedent) in relation to each Ship and each Owner in form and substance satisfactory to the Agent.

4.3

The Agent, or its duly authorised representative, shall receive within the period set out therein, the documents and evidence specified in Part 3 of Schedule 3 (Conditions subsequent) in form and substance satisfactory to the Agent, provided that in the case of the legal opinions set out in Part 3 of Schedule 3 (Conditions subsequent) and the issued opinion from insurance consultants set out in Part 3 of Schedule 3 (Conditions subsequent), the Agent and the Lenders acknowledge that delivery of such opinions is not within the direct control of the Borrower and, subject always to the Obligors using all reasonable efforts to assist the Agent to procure the delivery of the same by the deadline date specified therefor, the Lenders shall instruct the Agent to, and upon receipt of such instructions, the Agent shall, extend such deadline date if required to avoid any Event of Default.

4.4

The Agent shall notify the Lenders and the Borrower promptly after receipt by it of the documents and evidence referred to in this clause 4 in form and substance satisfactory to it. Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives any such notification, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

4.5

The Lenders will only be obliged to comply with clauses 5.7 to 5.10 (Lenders’ participation) if on the date of the Utilisation Request (except in relation to a Rollover Loan) and on the proposed Utilisation Date:

(a)

in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed utilisation of the relevant Loan;

(b)

except for a Rollover Loan, on the date of the Utilisation Request and on the proposed Utilisation Date, no Default is continuing or would result from the proposed Utilisation;

(c)

on the date of the Utilisation Request and on the proposed Utilisation Date, the Repeating Representations are true in all material respects and, in relation to the first Utilisation, all of the other representations set out in clause 18 (Representations) (except the Ship Representations) are true in all material respects; and

(d)

where the proposed Utilisation Date is to be the first day of the Mortgage Period for a Ship, the Ship Representations for such Ship are true in all material respects on the proposed Utilisation Date.

4.6

The Borrower may not deliver a Utilisation Request if, as a result of the proposed Utilisation, an aggregate of more than ten Loans would be outstanding.

4.7

The conditions in this clause 4 are inserted solely for the benefit of the Finance Parties and may be waived on their behalf in whole or in part and with or without conditions by the Agent acting on the instructions of the Majority Lenders.

5

Utilisation

5.1

The Borrower may utilise the Facility (other than in respect of any Rollover Loan utilised pursuant to clauses 5.11 to 5.12 below (Rollover Loans)) by delivery to the Agent of a duly completed Utilisation Request not later than three (3) Business Days before the proposed Utilisation Date or such shorter period as the Agent (on the instructions of all the Lenders) may agree.

5.2

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

(a)

each Utilisation Date is a Business Day and shall fall on or before the Last Availability Date;

(b)

the currency and amount of the Utilisation comply with clause 5.4 (Currency and amount);

(c)

the proposed Interest Period complies with clause 9 (Interest Periods); and

(d)

it identifies the purpose for the Utilisation and that purpose complies with clause 3 (Purpose).

5.3

Only one Loan may be requested in each Utilisation Request.

5.4

The currency specified in a Utilisation Request must be dollars.

5.5

The amount of any proposed Loan must be a minimum of US$5,000,000 and in integral multiples of US$1,000,000 (or, if lower, the available and undrawn Total Commitments).

5.6

The aggregate amount of (a) the proposed Loan(s) to be advanced on the first Utilisation Date and (b) any undrawn part of the Facility immediately following the first Utilisation Date, shall not exceed the lesser of (i) the Total Commitments at the date of this Agreement and (ii) the amount in dollars which is equal to 65% of the aggregate Fair Market Value of the Mortgaged Ships (as determined from the valuations of the Ships delivered under Part 2 of Schedule 3 as a condition precedent to the first Utilisation Date) (excluding any Ship that has become a Total Loss). For the avoidance of doubt, provided that the first Utilisation Date occurs on or before 29 November 2024, valuations dated as of 30 September 2024 may be used for the purpose of determining the maximum amount available to be drawn under this Agreement as of the first Utilisation Date.

5.7

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

5.8

The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Commitment to the Total Commitments immediately prior to making the relevant Utilisation.

5.9

The Agent shall promptly notify each Lender of the amount of each Loan and the amount of its participation in each Loan, in each case by 11:00 a.m. on two (2) Business Days prior to the Utilisation Date.

5.10

The Agent shall pay all amounts received by it in respect of each Loan (and its own participation in it, if any) to the Borrower or for its account in accordance with the instructions contained in the Utilisation Request.

5.11

On the last day of the Interest Period for a maturing Loan which falls on or before the applicable Last Availability Date for the Facility (a Rollover Date) (on which date such Loan is due to be repaid), the Lenders shall, unless (a) not less than three (3) Business Days before such Rollover Date the Borrower notifies the Agent that no Rollover Loan should be advanced for the relevant Loan or (b) an Event of Default has occurred and is continuing at such time, be deemed to advance to the Borrower a Rollover Loan in an aggregate amount of which is equal to or, if the Borrower notifies the Agent of the same pursuant to clause 6.1 (Repayment and reduction), less than the relevant maturing Loan or, if less, the balance of the available and undrawn Total Commitments.

5.12

A Rollover Loan shall be made solely for the purpose of refinancing the maturing relevant Loan on the last day of its Interest Period pursuant to clause 6.1 (Repayment and reduction).

5.13

For the avoidance of doubt, no Utilisation Request need be given by the Borrower in relation to the utilization of a Rollover Loan made and applied pursuant to clauses 5.11 and 5.12.

6

Repayment

6.1

The Borrower shall repay each Loan on the last day of its respective Interest Period.

6.2

To the extent not previously reduced and cancelled pursuant to any other term of this Agreement, the Total Commitments shall be reduced and cancelled on each Reduction Date by the amounts in accordance with Schedule 10 (Reduction Schedule) (as may be reduced by Clause 6.5 (Adjustment of scheduled reductions). If, on any such Reduction Date, the aggregate of the Loans under the Facility exceeds the Total Commitments (as reduced pursuant to this clause 6.2 and otherwise pursuant to this Agreement), the Borrower shall repay or prepay the outstanding Loans (the Borrower being able to decide, at its discretion, which Loan or Loans to repay or prepay) under the Facility on that Reduction Date in an amount equal to the applicable excess.

6.3

Without prejudice to the Borrower’s obligations under clauses 6.1 and 6.2 above, if a Loan is to be made available to the Borrower (i) on the same day that a maturing Loan is due to be repaid by the Borrower; and (ii) in whole or in part for the purposes of refinancing such maturing Loan and the proportion borne by each Lender’s participation in such maturing Loan to the amount of

(i)

if the amount of such maturing Loan exceeds the amount of the new Loan:

(A)

the Borrower will only be required to make a payment under clause 33.1 (Payments to the Agent) in an amount equal to that excess; and

(B)

each Lender’s participation in the new Loan shall be treated as having been made available to and applied by the Borrower in or towards repayment of that ▇▇▇▇▇▇’s participation in such maturing Loan and that Lender will not be required to make a payment under clause 33.1 (Payments to the Agent) in respect of its participation in the new Loan; and

(ii)

if the amount of such maturing Loan is equal to or less than the amount of the new Loan:

(A)

the Borrower will not be required to make a payment under clause 33.1 (Payments to the Agent); and

(B)

each Lender will be required to make a payment under clause 33.1 (Payments to the Agent) in respect of its participation in the new Loan only to the extent that its participation in the new Loan exceeds that ▇▇▇▇▇▇’s participation in such Loan and the remainder of that ▇▇▇▇▇▇’s participation in the new Loan shall be treated as having been made available and applied by the Borrower in or towards repayment of that ▇▇▇▇▇▇’s participation in such maturing Loan.

6.4

To the extent not previously prepaid or repaid, each Loan shall be repaid in full on the applicable Final Repayment Date.

6.5

If the Total Commitments have been partially reduced and cancelled under this Agreement otherwise that pursuant to Clause 6.2 (Repayment and reduction), then the amount of the remaining reductions by which the Total Commitments shall be reduced and cancelled under Clause 6.2 (Repayment and reduction) on each remaining Reduction Date (as reduced and cancelled by any earlier operation of this clause 6.5) shall be reduced pro rata to such reduction in the Total Commitments.

7

Illegality, prepayment and cancellation

7.1

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

(a)

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

(b)

upon the Agent notifying the Borrower and subject to the right to replace the Lender in accordance with clause 7.13, the Commitment of that Lender will be immediately cancelled; and

(c)

subject to clause 7.13, the Borrower shall repay that ▇▇▇▇▇▇’s participation in each Loan on the last day of each applicable Interest Period occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

7.2

The Borrower shall promptly notify the Agent in writing upon any Obligor becoming aware of a Change of Control Event (a Borrower Notification) and such Borrower Notification shall set out all applicable details relating to such Change of Control Event and the Borrower shall provide such further information thereafter as may be requested by the Agent (acting reasonably).

7.3

If a Change of Control Event occurs and is not rectified within seven (7) days of the Borrower Notification relevant to it, the Agent (acting on the instructions of the Majority Lenders) may by notice to the Borrower (an Agent Notice), cancel the Total Commitments with effect from a date specified in that Agent Notice which is at least thirty (30) days after the date of the Agent Notice and declare that all or part of the Loans be payable within thirty (30) days after the date of the Agent Notice PROVIDED ALWAYS that the Agent’s right to serve an Agent Notice in respect to a particular Change of Control Event shall only continue for a period of one hundred and twenty (120) days from the date of the Borrower Notification in respect of that Change of Control Event.

7.4

In addition, all amounts outstanding under the Facility shall be due and payable within sixty (60) days from the occurrence of the relevant change of control event (and the Total Commitments shall be cancelled on the earlier of the date on which all amounts outstanding under the Facility have been paid or on the last day of the aforesaid sixty (60) day period) if any person or persons acting in concert or any entity other than BW Group (or any BW Group’s Subsidiaries):

(a)

acquires legally and/or beneficially, and either directly or indirectly, more than 50% of the issued share capital of the Parent; or

(b)

has or acquires the right or the ability to control, either directly or indirectly, the affairs or composition of the majority of the board of directors (or equivalent) of the Parent,

7.5

The Borrower may, if it gives the Agent not less than three (3) Business Day (or such shorter period as the Majority Lenders may agree) prior written notice, cancel the whole or any part (being a minimum amount of US$5,000,000 and a multiple of US$1,000,000 or such lessor amount or other multiple as the Majority Lenders may agree on the require of the Borrower) of any part of the Facility which is undrawn at the proposed date of cancellation.

7.6

If, on the date on which any cancellation of the Total Commitments under clause 7.5 or any other term of this Agreement is required, the aggregate of the Loans then outstanding under Facility exceeds the Total Commitments the Borrower shall make a prepayment of the Loans under the Facility in an amount equal to such excess (the Borrower being able to decide, at its discretion, which Loan or Loans to repay or prepay).

7.7

Upon any such cancellation the Total Commitments shall be reduced by the same amount.

7.8

The Borrower may, if it gives the Agent not less than three (3) Business Days’ prior written notice, prepay the whole or part of any Loan as determined by the Borrower (but if in part, being an amount that reduces the amount of that Loan by a minimum amount of US$2,000,000) or such lessor minimum amount as the Majority Lenders may agree on the request of the Borrower, on any date other than the last day of that Loan’s Interest Period). No penalty shall be applied to any voluntary prepayment under this clause provided that, in respect of the Loans, the number of prepayments in any calendar year shall be limited to no more than three (3) per calendar year. A prepayment fee of US$4,000 shall be paid to the Agent (for its own account) for each additional voluntary prepayment that is not prepaid on the last day of an Interest Period for the Loans (being the fourth (4th) and any subsequent voluntary prepayments) in any calendar year. For the avoidance of doubt, voluntary prepayment of whole or part of the Loan may be effected without a cancellation in an equivalent amount of the Commitments and therefore shall be available for re-utilisation.

7.9

If:

(a)

any sum payable to any Lender by an Obligor is required to be increased under clause 12.5 (Tax gross-up);

(b)

any Lender claims indemnification from the Borrower under clause 12.8 (Tax indemnity) or clause 13.1 (Increased Costs); or

(c)

any Lender becomes a Non-Consenting Lender (as defined in clause 7.15 below),

7.10

On receipt of a notice referred to in clause 7.9 above, the Commitment of that Lender shall (unless the Commitment of the relevant Lender are to be replaced in accordance with clause 7.12) immediately be reduced to zero and (unless the Commitments of the relevant Lender are to be replaced in accordance with clause 7.12) the Total Commitments shall be reduced by an amount equal to the Commitment of that Lender).

7.11

On the last day of each Interest Period for a Loan which ends after the Borrower has given notice under clause 7.9 above in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that ▇▇▇▇▇▇’s participation in each applicable Loan.

7.12

The Borrower may, in the circumstances set out in clauses 7.1 (Illegality) or 7.9 (Right of replacement or cancellation and prepayment in relation to a single Lender), on ten (10) Business Days’ prior notice to the Agent and that ▇▇▇▇▇▇, replace that Lender by requiring that Lender to assign (and, to the extent permitted by law, that Lender shall assign) pursuant to clause 28 (Changes to the Lenders) all (and not part only) of its rights under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the Borrower which confirms its willingness to undertake and does undertake all the obligations of the assigning Lender in accordance with clause 28 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the assignment equal to the aggregate of:

(a)

the outstanding principal amount of such ▇▇▇▇▇▇’s participation in the Loans;

(b)

all accrued interest owing to such ▇▇▇▇▇▇;

(c)

the break costs which would have been payable to such Lender pursuant to clause 7.19 (Restrictions) had the Borrower prepaid in full that ▇▇▇▇▇▇’s participation in the Loans on the date of the assignment; and

(d)

all other amounts payable to that Lender under the Finance Documents on the date of the assignment.

7.13

The replacement of a Lender pursuant to clause 7.12 shall be subject to the following conditions:

(a)

the Borrower shall have no right to replace the Agent;

(b)

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

(c)

in no event shall the Lender replaced under clause 7.12 be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents;

(d)

the Lender shall only be obliged to assign its rights pursuant to clause 7.12 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 assignment; and

(e)

on the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to such assignment to a replacement Lender.

7.14

A Lender shall perform the checks described in clause 7.13(d) above as soon as reasonably practicable following delivery of a notice referred to in clause 7.12 above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks. The Agent shall perform the checks described in clause 7.13(e) above as soon as reasonably practicable following delivery of a notice referred to in clause 7.12 above and shall notify the Borrower when it is satisfied that it has complied with those checks.

7.15

In the event that:

(a)

the Borrower or the Agent (at the request of the Borrower) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents;

(b)

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

(c)

the Majority Lenders have consented or agreed to such waiver or amendment,

7.16

On a Mortgaged Ship’s Disposal Repayment Date, unless the Borrower has provided a Substitute Ship in accordance with clause 25.16 (Substitution of a Mortgaged Ship):

(i)

the available and undrawn Total Commitments shall be cancelled and/or the Borrower shall immediately prepay the Loans (at the option of the Borrower and with the Borrower determining which Loan or Loans to be prepaid) in such amount(s) as equals the Applicable Fraction of the aggregate of (i) the available and undrawn Total Commitments and (ii) the aggregate of the Loans outstanding;

(ii)

the available and undrawn Total Commitments shall be additionally cancelled and/or the Borrower shall immediately prepay the Loans (at the option of the Borrower and with the Borrower determining which Loan or Loans to be prepaid) by such additional

(iii)

any cancellation of the Facility pursuant to paragraphs (i) or (ii) above shall reduce the scheduled reductions of the Total Commitments in the manner set out in clause 6.5 (Adjustment of scheduled reductions);

(iv)

any prepayment of any Loans pursuant to paragraph (i) and/or (ii) above shall also result in the relevant part of the Total Commitments being automatically cancelled and reduced by the corresponding amount of such prepayments; and

(v)

in respect of a sale of a Ship or a Total Loss of a Ship, any excess sale or Total Loss proceeds remaining after the cancellation and/or prepayments required pursuant to paragraphs (i) and (ii) above shall be returned or released to the Borrower or to its order provided that no Default is then continuing and that all applications of payments required to be made under clause 33.8 (Partial payments) and any other amount due at such time under the Finance Documents has been paid.

7.17

Any unutilised portion of the Total Commitments shall be automatically cancelled at close of business in Singapore on the Last Availability Date.

7.18

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

7.19

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid.

7.20

Unless a contrary indication appears in this Agreement, any part of a Loan which is repaid (or prepaid under clause 7.8 (Voluntary prepayment)) may be re-borrowed in accordance with the terms of this Agreement.

7.21

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

7.22

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

7.23

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

7.24

If the Total Commitments are partially reduced under clause 7.1 (Illegality) or clauses 7.9 to 7.14 (Right of cancellation and prepayment in relation to a single Lender), the Commitment of the relevant Lender shall be reduced to zero.

7.25

If the Total Commitments are partially reduced under this Agreement otherwise than under clauses 7.1 (Illegality) or 7.9 to 7.14 (Right of replacement or cancellation and prepayment in relation to a single Lender), the Commitments of the Lenders shall be reduced pro rata.

7.26

The Borrower shall only be entitled to voluntarily cancel the whole or any part of the Total Commitments which is then drawn if the Borrower prepays such amount of the Loans (as selected by the Borrower) as may be necessary to ensure that the outstanding Loans after the date of cancellation will not exceed the Total Commitments (as so reduced).

7.27

Any prepayment required under clause 7.1 (Illegality) or clauses 7.9 to 7.14 (Right of cancellation and prepayment in relation to a single Lender) shall be applied in prepaying the relevant Lender’s participation in each of the Loans. Any prepayment of a Loan required by any other terms this Agreement shall be applied in prepaying each Lender’s participation in that Loan pro-rata.

8

Interest

8.1

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

(a)

Margin; and

(b)

the Compounded Reference Rate for that day.

8.2

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

8.3

The Borrower shall pay accrued interest on each Loan for the account of the Lenders on the last day of each Interest Period for each such Loan.

8.4

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 is two per cent (2%) per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted a Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this clause 8.4 shall be immediately payable by the Obligor on demand by the Agent.

8.5

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 Agent shall promptly upon an Interest Payment being determinable notify:

(i)

the Borrower of that Interest Payment;

(ii)

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

(iii)

the relevant Lenders and the Borrower of:

(A)

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

(B)

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

(b)

The Agent shall promptly notify the Borrower of each Funding Rate relating to a Loan.

(c)

The Agent shall promptly notify the relevant Lenders and the Borrower of the determination of a rate of interest relating to a Loan to which clause 10.3 (Cost of funds) applies.

(d)

This clause 8.6 shall not require the Agent to make any notification to any Party on a day which is not a Business Day.

(e)

Notwithstanding clause 8.4 (Default interest), if the Agent is unable for any reason to provide a notification as required in paragraph (a) above then the Borrower shall pay interest within two Business Days following the Agent’s notification of the Interest Payment due and this shall be treated as the due date for such payment for the purposes of clauses 27.2 to 27.3 (Non-payment).

9

Interest Periods

9.1

Subject to this clause 9, the Borrower may select an Interest Period for each Loan of one (1), three (3) or six (6) months (or any other period agreed between the Borrower and the Agent (acting on the instructions of all Lenders)). Subject to this clause 9, if no selection is made for a Loan, the Interest Period for that Loan shall be three (3) months.

9.2

Subject to this clause 9, the Interest Period for each Rollover Loan shall be the same length as the Interest Period for the maturing Loan which it is deemed to refinance unless, not less than three (3) Business Days before the relevant Rollover Date (as defined in clause 5.11 (Rollover Loans)), the Borrower notifies the Agent of a different Interest Period for such Rollover Loan, in which case the Interest Period for such Rollover Loan shall be as so notified to the Agent by the Borrower (subject to this clause 9).

9.3

The Interest Period for a Loan shall start on the Utilisation Date of that Loan. Each Loan has one Interest Period only.

9.4

No Interest Period for any Loan shall extend beyond the applicable Final Repayment Date.

9.5

If at the time of selecting an Interest Period for a Loan, the available and undrawn Total Commitments (excluding those to be drawn under the relevant Utilisation Request or to be rolled over as part of a Rollover Loan) are less than the scheduled reduction to be made to the Total Commitments on the next applicable Reduction Date pursuant to clause 6.1 (Repayment and reduction), the Borrower may not select an Interest Period for that Loan which would overrun that Reduction Date as applicable. If the Borrower seeks to select such an Interest Period, the

9.6

Other than where clause 9.7 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).

9.7

If there are rules specified as “Business Day Conventions” in the Compounded Rate Terms, those rules shall apply to each Interest Period for a Loan.

10

Changes to the calculation of interest

10.1

Interest calculation if no RFR or Central Bank Rate

(a)

there is no applicable 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 Loan; and

(b)

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

10.2

Market disruption

(a)

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

(b)

before the Reporting Time, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan equal or exceed fifty per cent. (50%) of that Loan) that the cost to it of funding its participation in that Loan from the wholesale market for dollars would be in excess of that Market Disruption Rate,

10.3

Cost of funds

(a)

If this clause 10.3 (Cost of funds) applies to a Loan for an Interest Period, clause 8.1 (Calculation of interest) shall not apply to that Loan for that Interest Period and the rate of interest on each Lender’s share of that Loan for that Interest Period shall be the percentage rate per annum which is the sum of:

(i)

the Margin; and

(ii)

the rate notified to the Agent by that ▇▇▇▇▇▇ as soon as practicable and in any event by the Reporting Time, to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in that Loan from whatever source it may reasonably select.

(b)

If this clause 10.3 (Cost of funds) applies and the Agent or the Borrower so require and provided that no amendment or waiver has been made during the relevant Interest Period pursuant to clause 39.8 (Change to reference rates), the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.

(c)

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

(d)

If this clause 10.3 (Cost of funds) applies pursuant to clause 10.2 (Market disruption) and:

(i)

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

(ii)

a Lender does not notify a rate to the Agent by the Reporting Time,

10.4

Notification to the Borrower

11

Fees

11.1

The Borrower shall pay to the Agent (for the account of each Lender) a fee in dollars computed at the rate of 0.35 multiplied by the Margin applicable to the Facility on the available but undrawn and uncancelled portion of that ▇▇▇▇▇▇’s Commitment calculated on a daily basis from the date of this Agreement.

11.2

The Borrower shall pay the accrued commitment commission referred to in clause 11.1 on the last day of each successive period of three (3) months commencing on the date of this Agreement, on the Last Availability Date for the Facility and, if cancelled, on the cancelled amount of the relevant Lender’s Commitment at the date the cancellation is effective.

11.3

The Borrower shall pay to the Agent (for the account of the Lenders) certain fees in the amounts, proportions and at the times agreed in any Fee Letters.

11.4

The Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

12

Tax gross-up and indemnities

12.1

In this Agreement:

12.2

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

12.3

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

12.4

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

12.5

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

12.6

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.

12.7

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

12.8

The Borrower shall (within six (6) Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

12.9

Clause 12.8 above shall not apply:

(a)

with respect to any Tax assessed on a Finance Party:

(i)

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

(ii)

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

(b)

to the extent a loss, liability or cost is compensated for by an increased payment under clause 12.5 (Tax gross-up); or

(c)

to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party.

12.10

A Protected Party making, or intending to make a claim under clause 12.8 above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrower.

12.11

A Protected Party shall, on receiving a payment from an Obligor under clause 12.8, notify the Agent.

12.12

If and to the extent that any sum payable to any Protected Party by the Borrower under any Finance Document by way of indemnity or reimbursement proves to be insufficient, by reason of any Tax suffered thereon, for that Protected Party to discharge the corresponding liability to a third party, or to reimburse that Protected Party for the cost incurred by it in discharging the corresponding liability to a third party, the Borrower shall pay that Protected Party such additional sum as (after taking into account any Tax suffered by that Protected Party on such additional sum) shall be required to make up the relevant deficit.

12.13

If and to the extent that any sum (the Indemnity Sum) constituting (directly or indirectly) an indemnity to any Protected Party but paid by the Borrower to any person other than that Protected Party, shall be treated as taxable in the hands of the Protected Party, the Borrower shall pay to that Protected Party such sum (the Compensating Sum) as (after taking into account any Tax suffered by that Protected Party on the Compensating Sum) shall reimburse that Protected Party for any Tax suffered by it in respect of the Indemnity Sum.

12.14

For the purposes of clauses 12.12 to 12.13 a sum shall be deemed to be taxable in the hands of a Protected Party if it falls to be taken into account in computing the profits or gains of that Protected Party for the purposes of Tax and, if so, that Protected Party shall be deemed to have suffered Tax on the relevant sum at the rate of Tax applicable to that Protected Party’s profits or gains for the period in which the payment of the relevant sum falls to be taken into account for the purposes of such Tax.

12.15

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

(a)

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

(b)

that Finance Party has obtained and utilised that Tax Credit,

12.16

The Borrower shall pay and, within six (6) Business Days of demand, indemnify each Finance Party against any documented cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

12.17

All amounts expressed in a Finance Document to be payable 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

12.18

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 to a Finance Document other than the Recipient (the Subject Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(a)

(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Subject 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 (a) applies) promptly pay to the Subject 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

(b)

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

12.19

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

12.20

Any reference in clauses 12.17 to 12.21 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994).

12.21

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

12.22

Subject to clause 12.24 below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

(a)

confirm to that other Party whether it is:

(i)

a FATCA Exempt Party; or

(ii)

not a FATCA Exempt Party;

(b)

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

(c)

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

12.23

If a Party confirms to another Party pursuant to clause 12.22(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.

12.24

Clause 12.22 above shall not oblige any Finance Party to do anything, and clause 12.22 shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(a)

any law or regulation;

(b)

any fiduciary duty; or

(c)

any duty of confidentiality,

12.25

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with clause 12.22 above (including, for the avoidance of doubt, where clause 12.24 applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

12.26

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

12.27

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 Borrower and the Agent and the Agent shall notify the other Finance Parties.

13

Increased Costs

13.1

Subject to clause 13.5 (Exceptions), the Borrower shall, within six (6) Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Cost incurred by that Finance Party or any of its Affiliates which:

(a)

arises 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 in either case made after the date of this Agreement; and/or

(b)

is a Basel III Increased Cost.

13.2

In this Agreement Increased Costs means:

(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,

13.3

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

13.4

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

13.5

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

(a)

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

(b)

compensated for by clause 12.8 (Tax indemnity) (or would have been compensated for under clause 12.8 (Tax indemnity) but was not so compensated solely because any of the exclusions in clause 12.9 applied);

(c)

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

(d)

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

(e)

a Basel II Increased Cost

13.6

In clause 13.5, a reference to a Tax Deduction has the same meaning given to the term in clause 12.1 (Definitions).

14

Other indemnities

14.1

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:

(a)

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

(b)

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

14.2

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.

14.3

The Borrower shall (or shall procure that another Obligor will), within six (6) Business Days of demand by a Finance Party, indemnify each Finance Party against any and all documented Losses incurred by that Finance Party as a result of:

(a)

the occurrence of any Event of Default;

(b)

a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any and all Losses arising as a result of clause 32 (Sharing among the Finance Parties);

(c)

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

(d)

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

(e)

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

14.4

The Borrower shall, within six (6) Business Days of demand by the Agent or the Security Agent, indemnify the Agent and the Security Agent against:

(a)

any and all documented Losses incurred by the Agent or the Security Agent (acting reasonably) as a result of:

(i)

investigating any event which it reasonably believes is a Default;

(ii)

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

(iii)

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

(iv)

any action taken by the Agent or the Security Agent or any of its or their representatives, agents or contractors in connection with any powers conferred by any Security Document to remedy any breach of any Obligor’s obligations under the Finance Documents, and

(b)

any cost, loss or liability incurred by the Agent or the Security Agent (otherwise than by reason of the Agent’s or the Security Agent’s gross negligence or wilful misconduct) in acting as Agent or the Security Agent under the Finance Documents.

14.5

The Borrower shall (or shall procure that another Obligor will) within six (6) Business Days of demand by the Agent or the Security Agent indemnify each Indemnified Person against any and all documented Losses incurred by it in connection with:

(a)

any failure by the Borrower to comply with clause 16 (Costs and expenses);

(b)

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

(c)

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

(d)

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

(e)

any claim (whether relating to the environment or otherwise) made or asserted against the Indemnified Person which would not have arisen but for the execution or enforcement of one or more Finance Documents (unless and to the extent it is caused by the gross negligence or wilful misconduct of that Indemnified Person);

(f)

any breach by any Obligor of the Finance Documents; or

(g)

any claim arising or asserted under any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions and connected to an Obligor or a Mortgaged Ship or the Facility.

14.6

The Security Agent may, in priority to any payment to the other Finance Parties, indemnify itself out of the Trust Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in clause 14.5 and shall have a lien on the Security Documents and the proceeds of the enforcement of those Security Documents for all moneys payable to it.

14.7

The indemnities by the Borrower in favour of the Indemnified Persons contained in this Agreement shall continue in full force and effect notwithstanding any breach by any Finance Party or the Borrower of the terms of this Agreement, the repayment or prepayment of any Loan, the cancellation of the Total Commitments or the repudiation by the Agent or the Borrower of this Agreement.

14.8

Each Indemnified Person may rely on the terms of clauses 14.5 and 14.6 (Indemnity concerning security) and clauses 12 (Tax gross-up and indemnities) and 14.9 (Interest) insofar as it relates to interest on any amount demanded by that Indemnified Person under clauses 14.5 and 14.6 (Indemnity concerning security), subject to clauses 1.8 to 1.10 (Third party rights) and the provisions of the Third Parties Act.

14.9

Moneys becoming due by the Borrower to any Indemnified Person under the indemnities contained in this clause 14 (Other indemnities) or elsewhere in this Agreement shall be paid within six (6) Business Days of demand made by such Indemnified Person and shall be paid together with interest on the sum demanded from the due date therefor to the date of reimbursement by the Borrower to such Indemnified Person (both before and after judgment) at the rate referred to in clauses 8.4 to 8.5 (Default interest).

14.10

No Indemnified Person will be in any way liable or responsible to any Obligor (whether as mortgagee in possession or otherwise) who is a Party or is a party to a Finance Document to which this clause applies for any loss or liability arising from any act, default, omission or misconduct of that Indemnified Person, except to the extent caused by its own gross negligence or wilful misconduct. Any Indemnified Person may rely on this clause 14.10 subject to clauses 1.8 to 1.10 (Third party rights) and the provisions of the Third Parties Act.

14.11

The Borrower shall indemnify each Finance Party within six (6) Business Days of demand made by such Finance Party against any and all documented Losses together with any VAT thereon which any of the Finance Parties may sustain or incur as a consequence of any fax or email communication purporting to originate from the Borrower to the Agent or the Security Agent being made or delivered fraudulently or without proper authorisation (unless such Losses are the direct result of the gross negligence or wilful misconduct of the relevant Finance Party or the Agent or the Security Agent).

15

Mitigation by the Lenders

15.1

Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of clause 7.1 (Illegality), clause 12 (Tax gross-up and indemnities) or clause 13 (Increased Costs) including (but not limited to) assigning its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

15.2

Clause 15.1 does not in any way limit the obligations of any Obligor under the Finance Documents.

15.3

The Borrower shall indemnify each Finance Party within six (6) Business Days of demand made by that Finance Party for all documented costs and expenses incurred by that Finance Party as a result of steps taken by it under clause 15.1 (Mitigation).

15.4

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

16

Costs and expenses

16.1

The Borrower shall within six (6) Business Days of demand pay the Agent, the Arrangers and the Security Agent the amount of all documented costs and expenses (including fees, costs and expenses of legal advisers and insurance and other consultants and advisers) reasonably incurred by any of them (and by any Receiver) in connection with the negotiation, preparation, printing, execution, syndication, registration and perfection and any release, discharge or reassignment of:

(a)

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

(b)

any other Finance Documents (except for a Transfer Certificate) executed or proposed to be executed after the date of this Agreement including any executed to provide additional security under clause 25 (Minimum security value); or

(c)

any Security Interest expressed or intended to be granted by a Finance Document.

16.2

If:

(a)

any Obligor requests an amendment, waiver or consent;

(b)

any amendment or waiver is contemplated or agreed pursuant to clause 39.8 (Changes to reference rates); or

(c)

an amendment is required pursuant to clauses 33.18 and 33.19 (Change of currency),

16.3

The Borrower shall, within six (6) Business Days of demand by a Finance Party, pay to each Finance Party the amount of all documented costs and expenses (including fees, costs and expenses of legal advisers and insurance and other consultants, brokers, surveyors and advisers) incurred by that Finance Party in connection with:

(a)

the enforcement of, or the preservation of any rights under, any Finance Document and any proceedings initiated by or against any Indemnified Person and as a consequence of holding the Charged Property or enforcing those rights and any proceedings instituted by or against any Indemnified Person as a consequence of taking or holding the Security Documents or enforcing those rights;

(b)

any valuation carried out under clause 25 (Minimum security value); or

(c)

any inspection carried out under clause 23.9 (Inspection and notice of dry-docking).

16.4

For the avoidance of doubt, there shall be no double counting between any of the indemnity or costs provisions of this Agreement on the one hand and the provisions of any other Finance Document on the other. Accordingly, if a payment is received by way of indemnity or reimbursement of costs by any Finance Party under any of the Finance Documents which, but for this provision, would also be due under this Agreement, the person making the payment (the payer) shall be relieved, pro tanto, from any obligation to pay a corresponding amount under this Agreement provided that any settlement or discharge between such Finance Party on the one hand and the payer on the other shall be conditional upon no security or payment (whether by set-off or otherwise) to such Finance Party in relation to this Agreement or any other Finance Document being avoided or reduced by virtue of any laws relating to bankruptcy, insolvency, liquidation or similar laws of general application and, if any such security or payment is so avoided or reduced, such Finance Party shall be entitled to recover the value or amount of such security or payment from the payer subsequently as if such settlement or discharge had not occurred.

17

Guarantee and indemnity

17.1

The Parent irrevocably and unconditionally:

(a)

guarantees to the Security Agent (as trustee for the Finance Parties) and the other Finance Parties punctual performance by each other Obligor of all such Obligor’s obligations under the Finance Documents;

(b)

undertakes with the Security Agent (as trustee for the Finance Parties) and the other Finance Parties that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, it shall immediately on demand pay that amount as if it was the principal obligor; and

(c)

agrees with the Security Agent (as trustee for the Finance Parties) and the other Finance Parties that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Borrower under any Finance Document on the date when it would have been due. The amount payable by the Parent under this indemnity will not exceed the amount it would have had to pay under this clause 17.1 if the amount claimed had been recoverable on the basis of a guarantee.

17.2

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

17.3

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

17.4

The obligations of the Parent under this clause 17 will not be affected by an act, omission, matter or thing (whether or not known to it or any Finance Party) which, but for this clause, would reduce, release or prejudice any of its obligations under this clause 17 including (without limitation):

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

any insolvency or similar proceedings.

17.5

The Parent waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Parent under this clause 17. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

17.6

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

(a)

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

(b)

hold in an interest-bearing suspense account any moneys received from the Parent or on account of the Parent’s liability under this clause 17.

17.7

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, the Parent will not exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this clause 17.1:

(a)

to be indemnified by another Obligor;

(b)

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

(c)

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

(d)

to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which the Parent has given a guarantee, undertaking or indemnity under clause 17 (Guarantee and indemnity);

(e)

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

(f)

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

17.8

If the Parent receives any benefit, payment or distribution in relation to such rights it will promptly pay an equal amount to the Agent for application in accordance with clause 33 (Payment mechanics). This only applies until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full.

17.9

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

17.10

There shall be no double counting of interest of the type referred to at clauses 8.4 to 8.5 (Default interest) on any amount unpaid by the Parent under clause 17.1 (Guarantee and indemnity) such that, if default interest is already accruing on any amount unpaid by any Obligor from the due date up to the date of actual payment pursuant to clauses 8.4 to 8.5 (such unpaid amount, together with the accrued default interest thereon, the ‘guaranteed amount’), default interest shall not also accrue on the guaranteed amount if such guaranteed amount is unpaid by the Parent under clause 17.1.

18

Representations

18.1

The Borrower and the Parent makes and repeats the representations and warranties set out in this clause 18 to each Finance Party at the times specified in clauses 18.46 to 18.49 (Times when representations are made).

18.2

Each Obligor is a limited liability company, duly incorporated and validly existing and in good standing under the law of its Original Jurisdiction.

18.3

Each Obligor has capacity, power and authority to carry on its business as it is now being conducted and to own its property and other assets.

18.4

Subject to the Legal Reservations, the obligations expressed to be assumed by each Obligor in each Finance Document to which it is, or is to be, a party are or, when entered into by it, will be legal, valid, binding and enforceable obligations and each Security Document to which an Obligor is, or will be, a party, creates or will create the Security Interests which that Security Document purports to create and those Security Interests are or will be valid and effective.

18.5

Each Obligor has power to enter into, perform and deliver and comply with its obligations under, and has taken all necessary action to authorise its entry into, each Finance Document to which it is, or is to be, a party and each of the transactions contemplated by those documents.

18.6

No limitation on any Obligor’s powers to borrow, create security or give guarantees will be exceeded as a result of any transaction under, or the entry into of, any Finance Document to which such Obligor is, or is to be, a party.

18.7

The entry into and performance by each Obligor of, and the transactions contemplated by the Finance Documents and the granting of the Security Interests purported to be created by the Security Documents do not and will not conflict with:

(a)

any law or regulation applicable to any Obligor;

(b)

the Constitutional Documents of any Obligor; or

(c)

any agreement or other instrument binding upon any Obligor or its assets

18.8

All authorisations required:

(a)

to enable each Obligor lawfully to enter into, exercise its rights and comply with its obligations under each Finance Document to which it is a party;

(b)

to make each Finance Document to which it is a party admissible in evidence in its Original Jurisdiction and in England and Wales, the Isle of Man, ▇▇▇▇▇▇▇▇ Islands and Singapore; and

(c)

to ensure that each of the Security Interests created under the Security Documents has the priority and ranking contemplated by them,

18.9

All authorisations necessary for the conduct of the business, trade and ordinary activities of each Obligor have been obtained or effected and are in full force and effect where failure to obtain or effect those authorisations would have or be reasonably likely to have a Material Adverse Effect.

18.10

Subject to Legal Reservations, the choice of English law or any other applicable law as the governing law of any Finance Document will be recognised and enforced in each Obligor’s Original Jurisdiction and in England and Wales, the Isle of Man, ▇▇▇▇▇▇▇▇ Islands and Singapore.

18.11

Subject to Legal Reservations, any judgment obtained in England in relation to an Obligor will be recognised and enforced in each Obligor’s Original Jurisdiction and in England and Wales, the Isle of Man, ▇▇▇▇▇▇▇▇ Islands and Singapore.

18.12

Any Information is true and accurate in all material respects at the time it was given or made.

18.13

At the time the Information was given there are no facts or circumstances known to the Borrower or the Parent (having made due enquiry) or any other information known to the Borrower or the Parent (having made due enquiry) which could make the Information incomplete, untrue, inaccurate or misleading in any material respect.

18.14

At the time the information is given, the Information does not omit anything known to the Borrower or the Parent (having made due enquiry) which would result in the Information being incomplete, untrue, inaccurate or misleading in any material respect.

18.15

All opinions, projections, forecasts or expressions of intention contained in the Information and the assumptions on which they are based have been arrived at after due and careful enquiry and consideration and were believed to be reasonable by the person who provided that Information as at the date it was given or made.

18.16

For the purposes of clauses 18.12 to 18.15, Information means: any information provided by any Obligor or any other Group Member to any of the Finance Parties in connection with the Finance Documents or the transactions referred to in them.

18.17

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

18.18

The audited Original Financial Statements fairly present of the financial condition and results of operations of the relevant Obligors and the Group (consolidated in the case of the Group) during the relevant financial year.

18.19

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

18.20

Each Obligor’s payment obligations under the Finance Documents to which it is, or is to be, a party rank at least pari passu with all its other present and future unsecured and unsubordinated payment obligations, except for obligations mandatorily preferred by law applying to companies generally.

18.21

Subject to the Legal Reservations and any filing, registration or notice requirements which is referred to in any Legal Opinion, the security created by the Security Documents has (or will have when the Security Documents have been executed) the priority which it is expressed to have in the Security Documents, the Charged Property is not subject to any Security Interest other than Permitted Security Interests and such security will constitute perfected security on the assets described in the Security Documents.

18.22

No corporate action, legal proceeding or other procedure or step described in clause 27.20 (Insolvency proceedings) or creditors’ process described in clauses 27.22 and 27.23 (Creditors’ process) has been taken or, to the knowledge of the Borrower or the Parent, threatened in relation to an Obligor and none of the circumstances described in clauses 27.17 to 27.19 (Insolvency) applies to any Obligor.

18.23

Under the laws of each Obligor’s Original Jurisdiction, England and Wales, the Isle of Man, ▇▇▇▇▇▇▇▇ Islands and Singapore it is not necessary that any Finance Document to which it is, or is to be, party be filed, recorded or enrolled with any court or other authority in those jurisdictions or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to any such Finance Document or the transactions contemplated by the Finance Documents except any filing, recording or enrolling or any tax or fee payable in relation to any Finance Document which is referred to in any Legal Opinion (including, without limitation, the filing of statements containing prescribed particulars of the relevant Security Documents with the Accounting and Corporate

18.24

No Obligor is required to make any deduction for or on account of Tax from any payment it may make under any Finance Document to which it is, or is to be, a party.

18.25

No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Finance Document.

18.26

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

18.27

No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of the Borrower’s or the Parent’s knowledge and belief (having made due and careful enquiry)) been started or threatened against any Obligor.

18.28

No Obligor has breached any law or regulation which breach might reasonably be expected to have a Material Adverse Effect.

18.29

No Environmental Law applicable to any Ship and/or any Obligor has been violated in a manner or circumstances which might reasonably be expected to have a Material Adverse Effect.

18.30

All consents, licences and approvals required under Environmental Laws for the Ships have been obtained and are currently in force.

18.31

No Environmental Claim has been made or, to the best of the Borrower’s or the Parent’s knowledge and belief (having made due and careful enquiry), is threatened or pending against any Obligor or any Ship or any other vessel owned, operated, managed or crewed by any Group Member (each being a Fleet Vessel) where that claim might reasonably be expected to have a Material Adverse Effect and there has been no Environmental Incident (or the equivalent in respect of a Fleet Vessel) which has given, or might give, rise to such a claim.

18.32

No claims or investigations are being, or are reasonably likely to be, made or conducted against any Obligor with respect to Taxes such that a liability of, or claim against, any Obligor is reasonably likely to arise for an amount for which adequate reserves have not been provided and which might reasonably be expected to have a Material Adverse Effect.

18.33

It has conducted its business in compliance with applicable Anti-Corruption Laws.

18.34

It has instituted and maintains policies and procedures designed to promote and achieve compliance with such laws.

18.35

No Security Interest exists over all or any of the present or future assets of any Obligor in breach of this Agreement.

18.36

No Obligor has any Financial Indebtedness outstanding in breach of this Agreement.

18.37

Each Obligor has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the Charged Property necessary to carry on its respective business as presently conducted.

18.38

Each Owner will have a good, valid and marketable title to the Ship it is expressed to own from the commencement of the applicable Mortgage Period.

18.39

The financial year-end of each Obligor is the Accounting Reference Date.

18.40

The Constitutional Documents of the Obligors delivered to the Agent under clause 4 (Conditions of Utilisation) will be true, complete and accurate copies of such documents and include all amendments and supplements to them as at the time of such delivery.

18.41

No Obligor or any of its assets is immune to any legal action or proceeding.

18.42

Each Ship will, on the first day of its Mortgage Period, be:

(a)

registered in the name of the relevant Owner through the relevant Registry as a ship under the laws and flag of the relevant Flag State;

(b)

operationally seaworthy and in every way fit for service;

(c)

classed with the relevant Classification free of all requirements and recommendations of the relevant Approved Classification Society which are not overdue; and

(d)

insured in the manner required by the Finance Documents.

18.43

None of the Obligors, nor any of their Subsidiaries nor any of their directors and officers or any other Relevant Person is:

(a)

a Restricted Party;

(b)

in breach of Sanctions; or

(c)

subject to or involved in any complaint, claim, proceeding, formal notice, investigation or other action by any Sanctions Authority concerning any Sanctions.

18.44

No Obligor is a US Tax Obligor.

18.45

Without prejudice to the generality of this clause 18 (Representations), in relation to the utilisation of the Facility and the performance and discharge of its obligations and liabilities under, and the transactions and other arrangements contemplated by, the Finance Documents to which it is a party, the Obligors are acting for their own account and none of the foregoing does or will involve or lead to the contravention of any law, official requirement or other regulatory measure or procedure implemented to combat “money laundering” (as defined in Article 1 of Directive 2005/60/EC of the European Parliament and of the Council).

18.46

All of the representations and warranties set out in this clause 18 (other than Ship Representations) are deemed to be made on the dates of:

(a)

this Agreement;

(b)

the first Utilisation Request; and

(c)

the first Utilisation.

18.47

The Repeating Representations are deemed to be made on the dates of each subsequent Utilisation Request and the first day of each Interest Period, save that that part of the representation and warranty set out at clause 18.31 (Environmental matters) that relates to a Fleet Vessel shall not repeat.

18.48

All of the Ship Representations are deemed to be made on the first day of the Mortgage Period for the relevant Ship.

18.49

Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances then existing at the date the representation or warranty is deemed to be made.

19

Information undertakings

19.1

The Borrower undertakes that this clause 19 will be complied with throughout the Facility Period.

19.2

In this clause 19:

19.3

The Borrower shall supply to the Agent as soon as the same become available, but in any event within one hundred and eighty (180) days after the end of each of its financial years, the audited consolidated financial statements for that financial year of the Borrower and the Parent.

19.4

The Borrower shall supply to the Agent as soon as the same become available, but in any event within ninety (90) days after the end of each of its first, second and third financial quarters, the