Private & Confidential EXECUTION VERSION

Exhibit 10.6

 

 

Originally dated March 23, 2015

as amended and restated on April 29, 2020

DORIAN LPG FINANCE LLC

as Borrower

 

THE ENTITIES

listed in Schedule 1, Part B

as Upstream Guarantors

 

DORIAN LPG LTD.

as Facility Guarantor

 

ABN AMRO CAPITAL USA LLC

CITIBANK N.A., LONDON BRANCH, and

THE OTHER BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule 1, Part D

as Bookrunners

 

ABN AMRO CAPITAL USA LLC and

ING BANK N.V., LONDON BRANCH

as Joint Syndication Agents

 

THE BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule 1, Part E

as Mandated Lead Arrangers

 

THE BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule 1, Part F

as Commercial Lenders

 

THE BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule 1, Part G

as KEXIM Lenders

 

THE EXPORT-IMPORT BANK OF KOREA

as KEXIM

 

THE BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule 1, Part I

as K-sure Lenders

 

THE BANKS AND FINANCIAL INSTITUTIONS

Listed in Schedule 1, Part J

as Swap Banks

 

THE BANKS AND FINANCIAL INSTITUTIONS

Listed in Schedule 1, Part P

as New Facilities Lenders

 

ABN AMRO CAPITAL USA LLC

as Global Coordinator, Sustainability Coordinator, Administrative Agent and Security Agent

 

CITIBANK N.A., LONDON BRANCH

or any of its holding companies, subsidiaries or affiliates,

as ECA Coordinator

 

CITIBANK N.A., LONDON BRANCH

as ECA Agent

AMENDED AND RESTATED FACILITY AGREEMENT

for a Loan of up to $445,924,930

 

 

TABLE OF CONTENTS

 

 

 

 

 

 

THIS AGREEMENT was originally dated March 23, 2015 and has been amended and restated in the current form on April 29, 2020 and is made between:

(1)      DORIAN LPG FINANCE LLC, as borrower (the Borrower);

(2)      THE ENTITIES listed in Schedule 1 (The original parties) Part B, as owners and upstream guarantors (the Upstream Guarantors and each an Upstream Guarantor);

(3)      DORIAN LPG LTD., as facility guarantor (the Facility Guarantor and collectively with the Upstream Guarantors, the Guarantors and each a Guarantor);

(4)      ABN AMRO CAPITAL USA LLC,  CITIBANK N.A., LONDON BRANCH, ING BANK N.V., LONDON BRANCH,  CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK and SKANDINAVISKA ENSKILDEN ▇▇▇▇▇▇ ▇▇ (PUBL), as bookrunners (the Bookrunners and each a Bookrunner);

(5)      ABN AMRO CAPITAL USA LLC and ING BANK N.V., LONDON BRANCH, as joint syndication agents (the Joint Syndication Agents and each a Joint Syndication Agent);

(6)      ABN AMRO CAPITAL USA LLC,  CITIBANK N.A., LONDON BRANCH, ING BANK N.V., LONDON BRANCH, BANCO SANTANDER, S.A. and THE EXPORT-IMPORT BANK OF KOREA, as mandated lead arrangers (the Mandated Lead Arrangers and each a Mandated Lead Arranger);

(7)      THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 (The original parties) Part F, as commercial lenders (the Commercial Lenders and each a Commercial Lender);

(8)      THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 (The original parties) Part G, as KEXIM lenders (the KEXIM Lenders and each a KEXIM Lender);

(9)      THE EXPORT-IMPORT BANK OF KOREA, as KEXIM (KEXIM);

(10)    THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 (The original parties) Part I, as K-sure lenders (the K-sure Lenders and each a K-sure Lender);

(11)    THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 (The original parties) Part J, as swap banks (the Swap Banks and each a Swap Bank);

(12)    THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 (The original parties) Part P, as New Facilities lenders (the New Facilities Lenders and each a New Facilities Lender, and collectively with the Commercial Lenders, the KEXIM Lenders, KEXIM and the K-sure Lenders, the Original Lenders and each an Original Lender);

(13)    ABN AMRO CAPITAL USA LLC, as global coordinator (the Global Coordinator), sustainability coordinator (the Sustainability Coordinator), administrative agent (the Administrative Agent) and security agent for and on behalf of the Finance Parties (the Security Agent);

(14)    CITIBANK N.A., LONDON BRANCH, or any of its holding companies, subsidiaries or affiliates, as ECA coordinator (the ECA Coordinator); and

(15)    CITIBANK N.A., LONDON BRANCH, as ECA agent (post-closing) (the ECA Agent).

 

BACKGROUND:

Pursuant to that certain Facility Agreement, dated March 23, 2015, as amended by an Amendment No. 1, dated June 15, 2015, as further amended by a Side Letter, dated February 1, 2016, as further amended by an Amendment No. 2, dated May 31, 2017 and as further amended by an Amendment No. 3, dated July 23, 2019 (collectively, the “Original Facility Agreement”), each made by, among others, certain of the Parties to this Agreement, the Original Lenders at the date of the Original Facility Agreement made available to the Borrower the Delivery Term Facility for the purposes of financing the deliveries of the eighteen (18) ships set out in Schedule 2 (Ship information) hereto, which Delivery Term Facility is fully drawn and was made available in eighteen (18) Delivery Term Facility Advances funded by a Commercial Tranche, a KEXIM Guaranteed Tranche, a KEXIM Funded Tranche and a K-sure Tranche.

Ship 2, Ship 6 and Ship 13 were subsequently sold, with the net proceeds of such sales having been used to repay the then outstanding principal amounts of the Ship 2 Advance, the Ship 6 Advance and the Ship 13 Advance respectively (as such terms are defined in the Original Facility Agreement), and Corvette LPG Transport LLC, Concorde LPG Transport LLC and Dorian Dubai LPG Transport LLC (being the former owners of Ship 2, Ship 6 and Ship 13 respectively) have been released from the Original Facility Agreement as Upstream Guarantors.

The outstanding principal amount of the Delivery Term Facility on the date hereof is $418,046,757.68, of which $152,927,525.78 is outstanding under the Commercial Tranche and $265,119,231.90 is outstanding under the ECA Tranches.

Pursuant to the terms of this Agreement, the Parties have agreed to amend and restate in its entirety the Original Facility Agreement, for purposes of, among other things, prepaying the outstanding principal amount of the Commercial Tranche with the proceeds of two newly established commercial facilities, such New Facilities to be made in an aggregate principal amount of up to the lower of (i) 55% of the Fair Market Value of the Ships less the aggregate outstanding principal amount of the ECA Tranches and (ii) $180,805,698.24 and consisting of (x) a New Term Facility to be made available to the Borrower in the principal amount of up to $155,805,698.24 for purposes of prepaying the Commercial Tranche in full and for general corporate purposes and (y) a Revolving Facility to be made available to the Borrower in the principal amount of up to $25,000,000 for purposes of prepaying the Commercial Tranche in full and for general corporate purposes.

This Agreement does not include certain matters set out in the Original Facilities Agreement which are now only of historical significance.

IT IS AGREED as follows:

SECTION 1 - INTERPRETATION

1         Definitions and interpretation

1.1        Definitions

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

Acceptable Charter means for any Ship, a charterparty, and if approved by the Required Lenders, any contract of affreightment entered into between the relevant Upstream Guarantor and an Acceptable Charterer at a monthly rate of at least $680,000.

Acceptable Charterer means either (i) a charterer listed in Schedule 10 (List of Acceptable Charterers) or (ii) another charterer at the consent of the Administrative Agent (acting with the instructions of the Required Lenders), such consent not to be unreasonably withheld or delayed.

Account means any bank account, deposit or certificate of deposit opened, made or established in accordance with Clause 25  (Bank accounts).

Account Bank means, in relation to any Account, Citibank, N.A., a Lender, an affiliate of a Lender or another bank or financial institution which is approved by the Administrative Agent at the request of the Borrower, such approval not to be unreasonably withheld or delayed.

Account Holder(s) means, in relation to any Account, the Borrower or each Upstream Guarantor in whose name that Account is held.

Account Security means, in relation to an Account, (i) a pledge by the relevant Account Holder(s) in favor of the Security Agent in Agreed Form conferring a Security Interest over that Account, and all of the funds maintained from time to time in that Account and, if needed, (ii) a control agreement entered into or to be entered into among relevant Account Holder(s), the Account Bank and the Security Agent in Agreed Form.

Accounting Reference Date means March 31 or such other date as may be approved by the Lenders.

Administrative Agent is defined in the preamble and includes any person who may subsequently be appointed as successor Administrative Agent under the Finance Documents.

Advance means each of the Delivery Term Facility Advances, the New Term Facility Advance and the Revolving Facility Advances and Advances means all of them.

Affiliate means, in relation to any person, any other person that, directly or indirectly, controls, is controlled by or is under common control with such person or is a director or officer of such person, and for purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) of a person means the possession, direct or indirect, of the power to vote 50% or more of the Equity Interests of such person or to direct or cause direction of the management and policies of such person, whether through the ownership of Equity Interests, by contract or otherwise.

Age Adjusted Delivered Price means, in relation to Ship 1 and Ship 2, the Delivered Price of such Ship as adjusted to account for amortization from the Delivery Date of such Ship and as identified in Schedule 2 (Ship Information).

Agreed Form means in relation to any document, that document in the form approved by the Administrative Agent (acting with the consent of all the Lenders), the Swap Banks and K-sure (such approval not to be unreasonably withheld or delayed), or as otherwise approved in accordance with any other approval procedure specified in any relevant provision of any Finance Document (such approval not to be unreasonably withheld or delayed).

Amendment No. 1 means that certain Amendment No. 1 dated as of June 15, 2015 made among certain of the parties hereto amending and supplementing this Agreement.

Amendment No. 2 means that certain Amendment No. 2 dated as of May 31, 2017 made among certain of the parties hereto amending and supplementing this Agreement.

Amendment No. 3 means that certain Amendment No. 3 dated as of July 23, 2019 made among certain of the parties hereto amending and supplementing this Agreement.

Annex VI means Annex VI of the Protocol of 1997 (as subsequently amended from time to time) to amend the International Convention for the Prevention of Pollution from Ships 1973 (MARPOL), as modified by the Protocol of 1978 relating thereto.

Anti-Bribery and Corruption Laws means the US Foreign Corrupt Practices Act of 1977 as amended and the rules and regulations thereunder (FCPA), the UK Bribery Act of 2010, and/or any similar laws, rules or regulations issued, administered or enforced by the United States, United Kingdom, the European Union or any of its member states, or any other country or Governmental Authority having jurisdiction over the Lenders or the Obligors.

Appropriate Amount means with respect to a Ship, an amount equal to the product of (x) the aggregate outstanding principal amount of the Loan and (y) a fraction, the numerator of which is the Fair Market Value (as determined by the most recently obtained appraisals) of such Ship and the denominator of which is the aggregate Fair Market Value (as determined by the most recently obtained appraisals) of the Mortgaged Ships.

Approved Equity Offering means an offering by the Facility Guarantor of common stock which results in the delivery of cumulative net proceeds (after deducting underwriting discounts and commissions and all other expenses incurred by the Facility Guarantor and/or any of its Subsidiaries directly in connection with such offering, the “Cumulative Net Equity Proceeds”) of at least $50,000,000 to the Facility Guarantor, together with a certificate in a form satisfactory to the Security Agent, detailing the calculation of the Cumulative Net Equity Proceeds in connection with such offering.

Approved Manager means, in relation to a Ship, the Approved Commercial Manager and the Approved Technical Manager.

Approved Commercial Manager means, in relation to a Ship, a Subsidiary of the Facility Guarantor, Dorian (Hellas) S.A., or any other manager acceptable to the Administrative Agent (acting with the instructions of the Required Lenders), provided that no change of commercial management shall be permitted without the prior written consent of the Required Lenders, such consent not to be unreasonably withheld or delayed.

Approved Pooling Arrangement means the pooling arrangement with respect to any of the Ships pursuant to the pool agreement dated March 23, 2015, entered into between, inter alia, Helios LPG Pool LLC, as pool company, Phoenix Tankers Pte. Ltd., as member, and the Facility Guarantor, as member.

Approved Technical Manager means, in relation to a Ship, a Subsidiary of the Facility Guarantor, Dorian (Hellas) S.A., or any other manager acceptable to the Administrative Agent (acting with the instructions of the Required Lenders), provided that no change of technical management shall be

permitted without the prior written consent of the Required Lenders, such consent not to be unreasonably withheld or delayed.

Approved Valuers means Fearnleys A.S., Clarksons Shipbroking Group, Braemar Seascope Ltd., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., or ▇.▇. ▇▇▇▇▇▇ Shipbrokers Ltd., or any other experienced valuer mutually agreed by the Borrower and the Administrative Agent (acting with the instructions of the Required Lenders) in accordance with Clause 24.8  (Approval of valuers), such agreement not to be unreasonably withheld or delayed.

Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

Auditors means any member firm of any of Deloitte, Ernst &Young, PricewaterhouseCoopers, KPMG or another firm mutually agreed by the Borrower and the Administrative Agent (acting with the instructions of the Required Lenders), such agreement not to be unreasonably withheld or delayed.

Bail-In Action means the exercise of any Write-down and Conversion Powers.

Bail-In Legislation means:

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

(b)      in relation to any state other than such an EEA Member Country or (to the extent that the United Kingdom is not such an EEA Member Country) the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

Basel II Accord means the "International Convergence of Capital Measurement and Capital Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in June 2004 as updated prior to, and in the form existing on, the New Closing Date, excluding any amendment thereto arising out of the Basel III Accord or Reformed Basel III.

Basel II Approach means, in relation to any Finance Party, either the Standardised Approach or the relevant Internal Ratings Based Approach (each as defined in the Basel II Regulations applicable to such Finance Party) adopted by that Finance Party (or any of its Affiliates) for the purposes of implementing or complying with the Basel II Accord.

Basel II Regulation means:

(a)     any law or regulation in force as at the New Closing Date 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.

Basel III Accord means, together:

(a)     the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published

by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

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

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

other than, in each such case, the agreements, rules, guidance and standards set out in Reformed Basel III as amended, supplemented or restated after the New Closing Date.

Basel III Increased Cost means an Increased Cost which is attributable to the implementation or application of or compliance with any Basel III Regulation (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

Basel III Regulation means any law or regulation implementing the Basel III Accord (including the relevant provisions of CRD IV and CRR) save to the extent that such law or regulation re-enacts a Basel II Regulation and excluding any such law or regulation which implements Reformed Basel III.

Beneficial Ownership Certification means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

Beneficial Ownership Regulation means 31 C.F.R. § 1010.230.

Benefit Plan means any employee benefit plan as defined in Section 3(3) of ERISA (whether governed by United States federal law or the law of another country) to or with respect to which any Obligor incurs or otherwise has any obligation or liability, direct or indirect, contingent or otherwise.

Borrower Change of Control means the Facility Guarantor ceases to own directly or indirectly 100% of the Equity Interests in, and control of, the Borrower.

Break Costs means the amount (if any) by which: (a) other than with respect to the KEXIM Prepayment Fee, the amount of interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in the Loan or Unpaid Sum to the last day of the current Interest Period in respect of the Loan or Unpaid Sum, had such principal amount of the Loan or Unpaid Sum received been paid on the last day of that Interest Period; exceeds (b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount of Unpaid Sum received by it on deposit with a leading bank in the Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇; ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; Paris, France; Stockholm, Sweden; Hong Kong; Frankfurt am Main, Germany; and Seoul, South Korea.

BW LPG Acquisition Attempt means the unsolicited proposals made and withdrawn in 2018 for the acquisition by BW LPG Limited of 100% of the Equity Interests of the Facility Guarantor.

Change in Law means (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 New Closing Date. For the purposes of this Agreement, (a) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or

by United States or foreign regulatory authorities, in each case pursuant to Basel III, (b) CRD IV, (c) CRR and (d) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a Change in Law, regardless of the date enacted, adopted, issued or implemented.

Change of Control means:

(i)       in respect of the Borrower, a Borrower Change of Control;

(ii)      in respect of an Upstream Guarantor, an Upstream Guarantor Change of Control; or

(iii)     in respect of the Facility Guarantor,

(A)      a “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act), other than Dorian Holdings LLC or any individual director or individual officer who is holder of 5% or more of the Facility Guarantor’s equity interests as of the Original Closing Date, becomes the ultimate “beneficial owner” (as defined in Rule 13(d)-3 under the Exchange Act and including by reason of any change in the ultimate “beneficial ownership” of the Equity Interests of the Facility Guarantor) of more than 33% of the total voting power of the Voting Stock of the Facility Guarantor (calculated on a fully diluted basis);

(B)      individuals who at the beginning of any period of two (2) consecutive calendar years constituted the Board of Directors or equivalent governing body of the Facility Guarantor (together with any new directors (or equivalent) whose election by such Board of Directors or equivalent governing body or whose nomination for election was approved by a vote of at least two-thirds of the members of such Board of Directors or equivalent governing body then still in office who either were members of such Board of Directors or equivalent governing body at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason (other than as a result of compliance with NYSE rules on independent directors) to constitute at least 50% of the members of such Board of Directors or equivalent governing body then in office; or

(C)      ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ceases to be a director of the Facility Guarantor, except by reason of his voluntary resignation.

Charter Assignment means, in relation to a Ship, a first priority charter assignment by the relevant Upstream Guarantor of its interest in any Long Term Charter and its other Charter Documents in favor of the Security Agent in Agreed Form and to be notified to the relevant Charterer, with the Borrower having used commercially reasonable efforts to ensure such assignment is acknowledged by the relevant Charterer.

Charter Documents means, in relation to a Ship, the Long Term Charter of that Ship, any documents supplementing it and any guaranty or security given by any person for the relevant charterer’s obligations under it.

Classification means, in relation to a Ship, the highest classification available to vessels of this type (or, if applicable, being on the New Closing Date the classification specified in respect of such Ship in Schedule 2 (Ship information)) with the relevant Classification Society or another classification approved by the Administrative Agent, upon the instruction of the Required Lenders, as its classification, at the request of the relevant Upstream Guarantor, such approval not to be unreasonably withheld or delayed.

Classification Letter means, in relation to a Ship, the instruction letter in the form set out in Schedule 5 (Form of Classification Letter) or in such other approved form.

Classification Society means, in relation to a Ship, any of Det Norske Veritas (DNV), American Bureau of Shipping (ABS), Lloyd’s Register (LR), Nippon Kaiji Kyokai (NK), Bureau Veritas (BV) or such other first-class vessel classification society that is a member of IACS that the Administrative Agent may, with the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed) approve from time to time.

Code means the Internal Revenue Code of 1986 of the United States of America, as amended from time to time, and the regulations promulgated thereunder.

Collateral means all of the assets of the Obligors which from time to time are, or are expressed or intended to be, the subject of the Security Documents.

Commercial Lenders is defined in the preamble.

Commercial Tranche means the fully drawn commercial term loan under the Delivery Term Facility, of which the aggregate principal amount of $152,927,525.78 is outstanding on the New Closing Date.

Commercial Tranche Commitments means, in relation to an Original Lender, the amount set forth opposite its name in Schedule 11 (Facilities, Tranches and Commitments) in respect of the Commercial Tranche, or, in relation to any other Lender, such amount assigned to it under this Agreement in respect of the Commercial Tranche; to the extent not cancelled, reduced or assigned by it under this Agreement.

Commission or SEC means the United States Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act.

Commitment means, with respect to each of the Commercial Tranche, the KEXIM Guaranteed Tranche, the KEXIM Funded Tranche, the K-sure Tranche, the New Term Facility and the Revolving Facility:

(a)      in relation to an Original Lender, the amount set opposite its name under the relevant tranche heading in Schedule 11 (Facilities Tranches and Commitments) and the amount of any other Commitment assigned to it under this Agreement; and

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

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

Commodity Exchange Act means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

Compliance Certificate means a certificate substantially in the form set out in Schedule 9 (Form of Compliance Certificate).

Confirmation shall have, in relation to any Hedging Transaction, the meaning given to it in the Hedging Master Agreement.

Constitutional Documents means, in respect of an Obligor, its articles of incorporation and by-laws, certificate of formation and limited liability company operating agreement, or other

constitutional documents including as referred to in any certificate relating to an Obligor delivered pursuant to Schedule 3 (Conditions precedent).

Contingent Extras means, in relation to a Ship (other than Ship 1), the amount of unforeseen costs, expenses and extras under the relevant Shipbuilding Contract that may arise between the Original Closing Date and the Delivery Date of such Ship, provided that the aggregate of Contingent Extras shall not exceed $2,572,894.

CRD IV means the directive 2013/36/EU of the European Union on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms.

CRR means the regulation 575/2013 of the European Union on prudential requirements for credit institutions and investment firms.

Default means an Event of Default or any event or circumstance which would (with the expiry of a grace period, the giving of notice, a determination having been made under the Finance Documents or any combination of them) be an Event of Default.

Defaulting Lender means any Lender:

(a)      which has failed to make its participation in an Advance available (or has notified the Administrative Agent or the Borrower (which has notified the Administrative Agent) that it will not make its participation in an Advance available) by the Utilization Date of that Loan in accordance with Clause 5.4  (Lenders’ obligation);

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

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

unless, in the case of paragraph (a) above:

(i)       its failure to pay is caused by:

(A)      administrative or technical error; or

(B)      a Payment Disruption Event; and,

payment is made within three (3) Business Days of its due date; or

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

Delivered Price means, in relation to a Ship, the Contract Price, Extras (as such terms are defined in the Shipbuilding Contract) and Contingent Extras, but up to a maximum Delivered Price per Ship as specified in Schedule 2 (Ship information).

Delivery means, in relation to a Ship, the delivery to and acceptance of such Ship by the relevant Upstream Guarantor under the relevant Shipbuilding Contract.

Delivery Date means, in relation to a Ship, the date on which its Delivery occurs.

Delivery Term Facility means the term loan facility made available under this Agreement to finance the delivery of the Ships (including Ship 2, Ship 6 and Ship 13 at the time), which at the New Closing Date is fully drawn and of which the aggregate principal amount of $418,046,757.68

remains outstanding on the New Closing Date, consisting of the Commercial Tranche and the ECA Tranches, as further described in Clause 2  (the Facilities).

Delivery Term Facility Advance means each of the Ship 1 Advance, the Ship 2 Advance, the Ship 3 Advance, the Ship 4 Advance, the Ship 5 Advance, the Ship 6 Advance, the Ship 7 Advance, the Ship 8 Advance, the Ship 9 Advance, the Ship 10 Advance, the Ship 11 Advance, the Ship 12 Advance, the Ship 13 Advance, the Ship 14 Advance, the Ship 15 Advance, the Ship 16 Advance, the Ship 17 Advance, and the Ship 18 Advance and Delivery Term Facility Advances means all of them, each of which has been advanced to the Borrower, and of which the Ship 2 Advance, the Ship 6 Advance and the Ship 13 Advance have been fully prepaid.

Delivery Term Facility Final Repayment Date in relation to each Delivery Term Facility Advance, subject to Clause 36.7 (Business Days), means (except that, if such date would otherwise fall on a day which is not a Business Day, it will instead be on the immediately preceding Business Day):

(a)      with respect to the Commercial Tranche, the Utilization Date of the New Term Facility;

(b)      with respect to the KEXIM Guaranteed Tranche applicable to each Delivery Term Facility Advance, the date falling on the twelfth anniversary of the Delivery Date of such Ship;

(c)      with respect to the KEXIM Funded Tranche applicable to each Delivery Term Facility Advance, the date falling on the twelfth anniversary of the Delivery Date of such Ship; and

(d)      with respect to the K-sure Tranche applicable to each Delivery Term Facility Advance, the date falling on the twelfth anniversary of the Delivery Date of such Ship.

Delivery Term Facility Tranche means each of the Commercial Tranche, the KEXIM Funded Tranche, the KEXIM Guaranteed Tranche and the K-sure Tranche, and “Delivery Term Facility Tranches” means all of them.

Demand Date means the date on which the ECA Agent shall have properly documented its demand on KEXIM for payment in accordance with the procedures of the KEXIM Guarantee.

Disposal Repayment Date means in relation to:

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

(b)      a sale of a Mortgaged Ship by the relevant Upstream Guarantor, 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; and

(c)      an Upstream Guarantor Change of Control, the date such Upstream Guarantor Change of Control occurs.

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

(a)      except to the extent that they fall within paragraph (b):

(i)       all freight, hire and passage moneys;

(ii)      compensation payable to the Upstream Guarantor owning that Ship or the Security Agent in the event of requisition of that Ship for hire;

(iii)      remuneration for salvage and towage services;

(iv)     demurrage and detention moneys;

(v)      damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of that Ship; and

(vi)     all moneys which are at any time payable under Insurances in respect of loss of hire; and

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

Earnings Account means any Account designated as an “Earnings Account” under Clause 25.1  (Earnings Accounts).

ECA Agent has the meaning given to such term in the Preamble.

ECAs means KEXIM and K-sure (individually, each an ECA).

ECA Tranche means each of the KEXIM Funded Tranche, the KEXIM Guaranteed Tranche and the K-sure Tranche, and “ECA Tranches” means all of them, which are fully drawn and of which the aggregate principal amount of $265,119,231.90 is outstanding on the New Closing Date.

▇▇▇▇▇ means the Electronic Data Gathering, Analysis and Retrieval System maintained by the SEC.

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

Electronic Signature means an electronic sound, symbol, or process attached to, or logically associated with, a contract or other record and adopted by a person with the intent to sign such contract or record.

Eligible Contract Participant means an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder.

Environmental Claims means:

(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.

Environmental Incident means:

(a)      any Spill from any Ship;

(b)      any incident in which there is a Spill and which involves a collision or allision between a Ship and another vessel or object, or some other incident of navigation or operation, in any case, in connection with which such Ship is actually or potentially liable to be arrested, attached, detained or injuncted, or where such Ship, any Obligor or any operator or manager of the Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or

(c)      any other incident in which there is a Spill otherwise than from a Ship and in connection with which such Ship is actually or potentially liable to be arrested, or where such Ship, any Obligor or any operator or manager of such Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action.

Environmental Laws means all laws, regulations and conventions concerning pollution or protection of human health or the environment.

Equity Interests of any person means:

(a)      any and all shares and other equity interests (including common stock, preferred stock, limited liability company interests and partnership interests) in such person; and

(b)      all rights to purchase, warrants or options or convertible debt (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) such shares or other interests in such person.

ERISA means the Employee Retirement Income Security Act of 1974 as amended from time to time and the regulations promulgated thereunder.

ERISA Affiliate means, collectively, any Obligor and any person under common control or treated as a single employer with, any Obligor, within the meaning of Section 414(b), (c), (m) or (o) of the Code.

ERISA Event means any of the following:

(a)      a reportable event described in Section 4043(b) of ERISA (or, unless the 30-day notice requirement has been duly waived under the applicable regulations, Section 4043(c) of ERISA) with respect to a Title IV Plan;

(b)      the withdrawal of any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA;

(c)      the complete or partial withdrawal of any ERISA Affiliate from any Multiemployer Plan;

(d)      with respect to any Multiemployer Plan, the filing of a notice of reorganization, insolvency or termination (or treatment of a plan amendment as termination) under Section 4041A of ERISA;

(e)      the filing of a notice of intent to terminate a Title IV Plan (or treatment of a plan amendment as termination) under Section 4041 of ERISA;

(f)       the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by any Obligor;

(g)      the failure to make any required contribution to any Title IV Plan or Multiemployer Plan when due, which is not corrected within 30 days after the due date;

(h)      the imposition of a lien under Section 412 or 430(k) of the Code or Section 303 or 4068 of ERISA on any property (or rights to property, whether real or personal) of any ERISA Affiliate;

(i)       the revocation by the IRS of the qualified or tax-exempt status of a Benefit Plan or any trust thereunder intended to qualify for tax exempt status under Section 401 or 501 of the Code or other requirements of law;

(j)       a Title IV plan is in “at risk” status within the meaning of Code Section 430(i);

(k)      a Multiemployer Plan is in “endangered status” or “critical status” within the meaning of Section 432(b) of the Code; and

(l)       any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or for the imposition of any material liability upon any ERISA Affiliate under Title IV of ERISA.

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

Event of Default means any event or circumstance specified as such in Clause 28  (Events of Default).

Exchange Act means the United States Securities Exchange Act of 1934, as amended from time to time, and any successor act thereto, and (unless the context otherwise requires) the rules and regulations of the Commission promulgated thereunder.

Excluded Hedging Liabilities means, with respect to any Obligor individually determined on an Obligor by Obligor basis, any Hedging Liabilities if, and to the extent that, all or a portion of the Hedging Liabilities of such Obligor of, or the grant by such Obligor of security to secure, such Hedging Liabilities (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Obligor’s failure for any reason to constitute an Eligible Contract Participant at the time such Obligor’s guaranty of such Hedging Liabilities or the grant of such security becomes effective with respect to such Hedging Liabilities.  If Hedging Liabilities arise under a master agreement governing more than one hedging transaction, such exclusion shall apply only to the portion of such Hedging Liabilities that are attributable to hedging transactions for which such guaranty or security is or becomes illegal.

Existing Lender has the meaning given to such term in Clause 30.1  (Assignments by the Lenders).

Exiting Lender means each of the Original Lenders that will not be Lenders under this Agreement as of the Restatement Effective Date and “Exiting Lenders” means all of them.

Facility means each of the Delivery Term Facility, the New Term Facility and the Revolving Facility, and “Facilities” means all of them.

Facility Office means:

(a)      in respect of a Lender, the office notified by that Lender to the Administrative 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.

Facility Period means the period from and including the Original Closing Date to and including the date on which the Total Commitments have been reduced to zero and all indebtedness of the Obligors under the Finance Documents has been fully paid and discharged.

Fair Market Value means, in relation to a Ship, the value of such Ship determined in accordance with Clause 24  (Minimum security value).

FATCA means Sections 1471 through 1474 of the Code and any regulations thereunder issued by the United States Treasury, or any legally effective official interpretations or administrative guidance relating thereto.

FATCA Application Date means:

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

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

FATCA Deduction means a deduction or withholding from a payment under any Finance Document required by or under FATCA.

FATCA Exempt Party means a FATCA Relevant Party who is entitled under FATCA to receive payments free from any FATCA Deduction.

FATCA Non-Exempt Party means a FATCA Relevant Party who is not a FATCA Exempt Party.

FATCA Relevant Party means each Finance Party and each Obligor.

Fee Letter means any letter, as amended from time to time, relating to the Facilities entered into or to be entered into by the parties thereto setting out any of the fees referred to in this Agreement (subject to the limitations set out in Clause 16.1 (Transaction expenses)).

Final Repayment Date means each of each Delivery Term Facility Final Repayment Date and the New Facilities Final Repayment Date and “Final Repayment Dates” means all of them.

Finance Documents means this Agreement, any Fee Letter, the Security Documents, any Hedging Contracts, any Hedging Master Agreement, any Utilization Request, any Substitution Certificate and any other document (whether creating a Security Interest or not) which is executed at any time by any person as security for, or to establish any form of subordination or priorities arrangement in relation to, any amount payable to the Lenders and/or the Swap Banks under this Agreement or any of the other documents referred to in this definition or which is entered or to be entered into by any Obligor and is designated as a Finance Document under and for the purposes of this Agreement.

Finance Party means a Bookrunner, a Mandated Lead Arranger, a Swap Bank, a Lender, a Joint Syndication Agent, the Administrative Agent, the Security Agent (in its capacity as security agent for and on behalf of the Finance Parties), the Sustainability Coordinator and the ECA Agent.

Financial Indebtedness means any indebtedness for or in respect of:

(a)      moneys borrowed (including principal, interest and other sums related to such principal and interest) and debit balances at banks or other financial institutions;

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

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

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

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

(f)       any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the negative 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), it being understood and agreed that any positive marked to market value shall reduce the Financial Indebtedness accordingly;

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

(h)      any amount of any liability under an advance or deferred purchase agreement if (i) 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 (ii) the agreement is in respect of the supply of assets or services and payment is due more than 180 days after the date of supply;

(i)       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

(j)       the amount of any liability in respect of any guaranty or indemnity for any of the items referred to in paragraphs (a) to (i) above.

First Repayment Date means, in relation to the New Term Facility Advance, the first repayment date with respect to the New Term Facility Advance as set out in Schedule 16 (Repayment Schedule).

Flag State means, in relation to a Ship, the country specified in respect of such Ship in Schedule 2  (Ship information), or such other state or territory as may be approved by the Security Agent (acting on the instructions of the Required Lenders), such approval not to be unreasonably withheld or delayed), at the request of the relevant Upstream Guarantor, as being the “Flag State” of such Ship for the purposes of the Finance Documents; it being understood and agreed by the parties that The Commonwealth of the Bahamas, the Republic of the ▇▇▇▇▇▇▇▇ Islands, the Republic of Liberia and Greece are acceptable Flag States.

Fleet Sustainability Score has the meaning given to such term in the Sustainability Pricing Adjustment Schedule.

Fleet Vessel means each Mortgaged Ship and any other vessel owned by any Obligor or Subsidiary of the Borrower.

Foreign Benefit Plan means any plan, fund (including any superannuation fund) or other similar program established or maintained outside the United States of America by any Obligor, with respect to which such Obligor has an obligation to contribute for the benefit of its employees.

GAAP means generally accepted accounting principles in the United States and includes, for the avoidance of doubt, any change in GAAP from time to time.

General Assignment means, in relation to a Ship, a first assignment of its interest in the Ship’s Insurances, Earnings, Requisition Compensation and Management Agreements by the relevant Upstream Guarantor in favor of the Security Agent in Agreed Form, and in the case of the assignment of its interest in the Ship’s Insurances, together with a notification to the relevant insurers.

Governmental Authority means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

Guaranties means each irrevocable and unconditional on first demand guaranty entered into by a Guarantor in favor of the Security Agent guaranteeing the obligations of each other Obligor under this Agreement, any Hedging Master Agreement and any other Finance Documents in Agreed Form.

Hedging Contract means any Hedging Transaction between the Borrower and a Swap Bank pursuant to any Hedging Master Agreement and includes any Hedging Master Agreement and any Confirmations from time to time exchanged under it and governed by its terms relating to that Hedging Transaction and any contract in relation to such a Hedging Transaction constituted and/or evidenced by them and Hedging Contracts means all of them.

Hedging Contract Security means a first priority assignment or other instrument by the Borrower in favor of the Security Agent in the Agreed Form conferring a Security Interest over any Hedging Contracts.

Hedging Liabilities means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated thereunder.

Hedging Master Agreement means any agreement made or (as the context may require) to be made between the Borrower and a Swap Bank comprising a 2002 ISDA Master Agreement and the Schedule thereto.

Hedging Transaction has, in relation to any Hedging Master Agreement, the meaning given to the term “Transaction” in that Hedging Master Agreement.

Holding Company means a company or corporation which:

(a)      directly or indirectly controls a Subsidiary; or

(b)      is entitled to receive more than 50% of the dividends or distributions on the Equity Interests of such Subsidiary.

Increase Confirmation means a confirmation substantially in the form set out in Schedule 8 (Form of Increase Confirmation).

Increase Lender has the meaning given to that term in Clause 2.2  (Increase).

Increased Costs has the meaning given to that term in Clause 13.1(b)  (Increased Costs).

Indemnified Person means:

(a)      each Finance Party and any attorney, agent or other person appointed by them under the Finance Documents and K-sure;

(b)      each Affiliate of those persons; and

(c)      any directors, officers, employees, representatives or agents of any of the above persons.

Insolvency Event in relation to any person means:

(a)         such person shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or

(b)         any proceeding shall be instituted by or against such person seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, and solely in case of an involuntary proceeding:

(i)           such proceeding shall remain undismissed or unstayed for a period of 45 days; or

(ii)          any of the actions sought in such involuntary proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur.

Initial Valuations has the meaning given to such term in Clause 24.2(a)  (Valuation frequency).

Insurance Notice means, in relation to a Ship, a notice of assignment in the form scheduled to its General Assignment or in another form approved by the Security Agent.

Insurances means, in relation to a Ship:

(a)      all policies and contracts of insurance; and

(b)      all entries in a protection and indemnity or war risks or other mutual insurance association,

in the name of the Ship’s owner or the joint names of its owner and any other person in respect of or in connection with the Ship and/or its owner’s Earnings from the Ship and includes all benefits thereof (including the right to receive claims and to return of premiums).

Interbank Market means the London Interbank market.

Interest Period means, in relation to each Advance, each period determined in accordance with Clause 9  (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3  (Default interest).

Interpolated Screen Rate means, in relation to LIBOR for the Loan or any part of it, the rate (rounded to the same number of decimal places as the two (2) relevant Screen Rates) which results from interpolating on a linear basis between:

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

(b)      the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the relevant Interest Period of that Loan or relevant part of it,

each as of 11:00 a.m. London time on the Quotation Day for the currency of that Loan or relevant part of it.

Inventory of Hazardous Materials means a document listing all potentially hazardous materials on board a Ship or utilized in the construction of such Ship, or other equivalent document acceptable to the Administrative Agent, issued by a classification society being a member of the International Association of Classification Societies pursuant to the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009.

IRS means the US Internal Revenue Service or any successor agency.

ISM Code means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention constituted pursuant to Resolution A.741(18) of the International Maritime Organization and incorporated into the Safety of Life at Sea Convention and includes any amendments or extensions thereto and any regulation issued pursuant thereto.

ISPS Code means the International Ship and Port Facility Security Code adopted by the International Maritime Organization, as the same may be amended from time to time).

Joint Syndication Agents has the meaning given to such term in the Preamble.

KEXIM has the meaning given to such term in the Preamble.

KEXIM Funded Tranche means the fully drawn KEXIM-funded tranche under the Delivery Term Facility, of which the aggregate principal amount outstanding on the New Closing Date is $103,647,658.92.

KEXIM Funded Tranche Commitments means, in relation to an Original Lender, the amount set forth opposite its name in Schedule 11 (Facilities, Tranches and Commitments) in respect of the KEXIM Funded Tranche, or, in relation to any other Lender, such amount assigned to it under this Agreement in respect of the KEXIM Funded Tranche; to the extent not cancelled, reduced or assigned by it under this Agreement.

KEXIM Guarantee means an absolute, irrevocable and unconditional on first demand guaranty entered into by KEXIM in the maximum principal amount of $108,018,126.10 plus interest in favor of the KEXIM Lenders, guaranteeing the obligations of the Borrower, in form and substance satisfactory to the ECA Agent (acting on the instructions of the KEXIM Lenders).

KEXIM Guaranteed Loan means the Advances made available by the KEXIM Lenders subject to the terms of the KEXIM Guarantee.

KEXIM Guaranteed Tranche means the fully drawn KEXIM guaranteed tranche under the Delivery Term Facility, of which the aggregate principal amount outstanding on the New Closing Date is $108,018,126.10, which includes the KEXIM Premium.

KEXIM Guaranteed Tranche Commitments means, in relation to an Original Lender, the amount set forth opposite its name in Schedule 11 (Facilities, Tranches and Commitments) in respect of the KEXIM Guaranteed Tranche, or, in relation to any other Lender, such amount assigned to it under this Agreement in respect of the KEXIM Guaranteed Tranche; to the extent not cancelled, reduced or assigned by it under this Agreement.

KEXIM Lenders has the meaning given to such term in the Preamble.

KEXIM Matters means all communications and dealings with KEXIM in connection with the KEXIM Guarantee, any Finance Document, the Borrower and/or any other Obligor or any matters relating thereto (including, without limitation, obtaining any approvals and/or instructions from KEXIM).

KEXIM Premium means such percentage of the KEXIM Guaranteed Tranche as specified in the relevant Fee Letter. The KEXIM Premium shall be payable from the proceeds of the KEXIM Guaranteed Tranche in relation to each Advance simultaneously with the date of Utilization of that Advance.

KEXIM Prepayment Fee means a prepayment fee of 50 basis points (one half of one percent) of the prepaid and/or cancelled amounts under the KEXIM Funded Tranche.

K-sure means Korea Trade Insurance Corporation.

K-sure Lenders has the meaning given to such term in the Preamble.

K-sure Matters means all communications and dealings with K-sure in connection with each K-sure Insurance Policy, any Finance Document, the Borrower and/or any other Obligor or any matters relating thereto (including, without limitation, obtaining any approvals and/or instructions from K-sure);

K-sure Insurance Policy means, in respect of each Ship, the policy of the Medium and Long Term Export Insurance Policy, incorporating (i) the General Terms and Conditions of Medium and Long Term Export Insurance (Buyer’s Credit, Standard Type) and (ii) the special terms and conditions attached thereto, and issued or to be issued by K-sure providing political and commercial risk cover in an amount of up to ninety-five percent (95%) of the Advances with respect to the K-sure Tranche (including, for the avoidance of doubt, the K-sure Premium) outstanding from time to time and accrued interest thereunder.

K-sure Premium means, subject to Clause 11.5 (K-sure Premium), 2.977% of the uncapitalized K-sure Tranche (calculated as the K-sure Tranche minus the K-sure Premium), as calculated and confirmed by K-sure. The K-sure Premium shall be payable from the proceeds of the K-sure Tranche in relation to each Advance simultaneously with the date of Utilization of that Advance. The K-sure Premium, once paid, will not be refundable except in accordance with the relevant K-sure Insurance Policy and K-sure’s internal regulations.

K-sure Tranche means the fully drawn K-sure covered tranche under the Delivery Term Facility, of which the aggregate principal amount outstanding on the New Closing Date is $53,453,446.88, which includes the K-sure Premium.

K-sure Tranche Commitments means, in relation to an Original Lender, the amount set forth opposite its name in Schedule 11 (Facilities, Tranches and Commitments) in respect of the K-sure Tranche, or, in relation to any other Lender, such amount assigned to it under this Agreement in respect of the K-sure Tranche; to the extent not cancelled, reduced or assigned by it under this Agreement.

Last Availability Date means:

(a)     in relation to the New Term Facility, the date falling ten (10) Business Days after the New Closing Date; and

(b)     in relation to the Revolving Facility, the date falling thirty (30) days prior to the New Facilities Final Repayment Date,

or in any case, such later date as may be approved in writing by all of the Lenders, except that, if such date would otherwise fall on a day which is not a Business Day, it will instead be on the immediately preceding Business Day.

Legal Opinion means any legal opinion delivered to the Administrative Agent on behalf of the Lenders under Clause 4  (Conditions of Utilization) and Legal Opinions means all of them.

Legal Reservations means:

(a)      the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers) and (ii) possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights;

(b)      the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law); and

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

Lender means:

(a)      any Original Lender; and

(b)      any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 2.2  (Increase), Clause 30  (Changes to the Lenders) or Clause 41.8 (Replacement of a Defaulting Lender),

which in each case has not ceased to be a Lender in accordance with the terms of this Agreement.

Lending Office means, with respect to any Original Lender, the office of such Lender specified as its “Facility Office” under its name on Schedule 1 (The original parties), or in relation to any other Lender, the lending office designated by such Lender when it was assigned rights under this Agreement, or such other office of such Original Lender or Lender as each may from time to time specify to the Borrower and the Administrative Agent.

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

(a)      the applicable Screen Rate;

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

(c)      if:

(i)       no Screen Rate is available for the relevant currency of that Loan or relevant part of it; or

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

the Reference Bank Rate, as of, in the case of paragraphs (a) and (c) above, 11:00 a.m. London time on the Quotation Day for a period equal in length to the Interest Period of the Loan or relevant part of it or Unpaid Sum and, if that rate is less than zero, LIBOR shall be deemed to be zero.

LIBOR Successor Rate has the meaning given to such term in Clause 10.4 (Alternative basis of interest or funding).

Loan means the aggregate of the Advances made or to be made under the Facilities or the aggregate principal amount of the Advances outstanding for the time being.

London Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London.

Long Term Charter means, in relation to a Ship, any Acceptable Charter or other charter with a term of thirteen (13) months or longer (including extension options).

Loss Payable Clauses means, in relation to a Ship, the provisions concerning payment of claims under the Ship’s Insurances in the form scheduled to such Ship’s General Assignment or in another approved form.

Losses means any costs, expenses (including any fees and expenses of legal counsel, subject to the relevant limitations set out in Clause 16.1 (Transaction expenses)), payments, charges, losses, liabilities, penalties, fines and other monetary damages, judgments, orders or other sanctions.

Major Casualty means any casualty to a Ship for which the total insurance claim, inclusive of any deductible, exceeds or may exceed the Major Casualty Amount.

Major Casualty Amount means, in relation to a Ship, the amount specified as such in Schedule 2 (Ship information) or the equivalent in any other currency.

Management Agreement means, in relation to a Ship, the management agreements referred to in Schedule 3 Part 2 Clause 8(f) (Certification of delivered Ship documents).

Manager’s Undertaking and Subordination means, in relation to a Ship, an undertaking by any Approved Manager of that Ship, including, without limitation, an assignment of the interests of the manager in the insurances and a subordination undertaking, to the Security Agent in Agreed Form.

Margin means:

(a)      in relation to the Commercial Tranche: 2.75% per annum.

(b)      in relation to the KEXIM Guaranteed Tranche: 1.40% per annum.

(c)      in relation to the KEXIM Funded Tranche: 2.45% per annum.

(d)      in relation to the K-sure Tranche: 1.50% per annum.

(e)      in relation to the New Term Facility: the applicable New Facilities Margin.

(f)       in relation to the Revolving Facility: the applicable New Facilities Margin.

Margin Certificate means a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Facility Guarantor, in a form and substance reasonably satisfactory to the Administrative Agent and substantially in the form of Schedule 12 (Margin Certificate), delivered pursuant to Clause 9.2(c)(i) (Duration of normal Interest Periods), that shows the calculation of the Security Leverage Ratio as determined on the basis of the most recent valuations delivered under Clause 24 (Minimum Value) after giving effect to the next scheduled repayment of the Advances under Clause 6.2 (Scheduled Repayment of Advances).

Material Adverse Change means, in the reasonable opinion of the Lenders acting in good faith, a change in the financial condition of the Facility Guarantor, on a consolidated basis which would materially prejudice the successful and timely performance of the material payment obligations under any of the Finance Documents.

Minimum Earnings Account Balance means, (a) at all times prior to the date falling six months from the date of Amendment No. 2, the lesser of (i) $18,000,000 and (ii) $1,000,000 for each Mortgaged Ship, (b) at all times from the date falling six months from the date of Amendment No. 2 through the date falling on the first anniversary of the date of Amendment No. 2, the lesser of (i) $29,000,000 and (ii) $1,611,111 for each Mortgaged Ship, (c) at all times after the date falling on the first anniversary of the date of Amendment No. 2, the lesser of (i) $40,000,000 and (ii) $2,222,222 for each Mortgaged Ship and (d) if the Facility Guarantor completes a transaction or transactions constituting an Approved Equity Offering, an amount at least equal to 5% of the total outstanding principal amount of the Loan, but at no time less than the lesser of (i) $20,000,000 and (ii) $1,111,111 for each Mortgaged Ship, which shall be held in an Earnings Account pursuant to Clause 25.1 (Earnings Accounts), provided that this definition may not be amended or waived in any manner without the prior written consent of all Lenders.

Minimum Value means (i) at all times prior to the New Financial Covenants Effective Date, the amount in dollars which is at that time 135% of the aggregate outstanding principal amount of the Loan and (ii) at all times from and including the New Financial Covenants Effective Date, the amount in dollars which is at that time 145% of the aggregate outstanding principal amount of the Loan.

Money Laundering has the meaning given to it in Article 1 of Directive 2005/60/EC of the European Parliament and of the Council of the European Union.

Mortgage means, in relation to a Ship, a first preferred or priority mortgage (and, if applicable, a deed of covenants collateral thereto) of such Ship by the relevant Upstream Guarantor in favor of the Security Agent in Agreed Form.

Mortgage Period means, in relation to a Mortgaged Ship, the period from the date the Mortgage over that Ship is executed and recorded until the date such Mortgage is released and discharged or, if earlier, its Total Loss Date.

Mortgaged Ship means, at any relevant time, any Ship which is subject to a Mortgage.

Multiemployer Plan means any multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to or with respect to which any ERISA Affiliate incurs or otherwise has any obligation or liability, direct or indirect, contingent or otherwise.

New Closing Date means the date of this Agreement, being April 29, 2020.

New Facility means each of the New Term Facility and the Revolving Facility and “New Facilities” means both of them.

New Facilities Final Repayment Date in relation to each Advance made under the New Facilities, subject to Clause 36.7 (Business Days), means (except that, if such date would otherwise fall on a

day which is not a Business Day, it will instead be on the immediately preceding Business Day) the date falling on the earlier of (i) the fifth (5th) anniversary of the Utilization Date of the New Term Facility and (ii) March 26, 2025.

New Facilities Lenders has the meaning given to such term in the Preamble.

New Facilities Margin means:

(a)     at any time the Security Leverage Ratio is lower than 0.40, 2.40%;

(b)     at any time the Security Leverage Ratio is equal to or greater than 0.40 but lower than 0.60, 2.50%; and

(c)     at any time the Security Leverage Ratio is equal to or greater than 0.60, or if the Borrower fails to deliver a Margin Certificate to the Administrative Agent by the time specified in Clause 9.2(c)(i) (Duration of normal Interest Periods), 2.60%, and

as adjusted in accordance with any Sustainability Pricing Adjustment.

New Financial Covenants Effective Date means the date on which, following the Facility Guarantor’s filing with the SEC via the ▇▇▇▇▇ system of its annual report on Form 10-K (or any successor form) containing the Facility Guarantor’s Annual Financial Statements and other information required to be contained therein for the immediately preceding fiscal year, the ECA Agent submits to the Administrative Agent for circulation to the Parties a notice or certificate confirming that the approvals required for the effectiveness of the financial covenants set out in Clause 19.2(b) (Financial Condition) have been obtained.

New Term Facility means the senior secured term loan facility made available under this Agreement in an aggregate principal amount of up to $155,805,698.24 (subject to pro-rata reduction pursuant to the calculation of the aggregate total amount of the New Facilities in Clause 2.1(b) (The Facilities)), as further described in Clause 2  (the Facilities).

New Term Facility Advance means the Advance described in Clause 3.1(b)(i) (Purpose).

New Term Facility Commitments means, in relation to an Original Lender, the amount set forth opposite its name in Schedule 11 (Facilities, Tranches and Commitments) in respect of the New Term Facility, or, in relation to any other Lender, such amount assigned to it under this Agreement in respect of the New Term Facility; to the extent not cancelled, reduced or assigned by it under this Agreement.

Non-indemnified Tax means:

(a)      any tax on the net income of a Finance Party (but not a tax on gross income or individual items of income), whether collected by deduction or withholding or otherwise, which is levied by a taxing jurisdiction which:

(i)       is located in the country under whose laws such entity is formed (or in the case of a natural person is a country of which such person is a citizen); or

(ii)      with respect to any Lender, is located in the country of its Lending Office; or

(iii)      with respect to any Finance Party other than a Lender, is located in the country from which such party has originated its participation in this transaction; and

(b)      with respect to any FATCA Non-Exempt Party, any FATCA Deduction made on account of a payment to such FATCA Non-Exempt Party;

Obligors means the Borrower and the Guarantors and Obligor means any one of them at any time.

Original Closing Date means March 23, 2015.

Original Facility Agreement has the meaning given to such term in the Recitals.

Original Financial Statements means the unaudited financial statements of the Facility Guarantor for the financial quarter ended December 31, 2019.

Original Lender has the meaning given to such term in the Preamble.

Original Obligor means each party to this Agreement and the Original Security Documents (other than the Finance Parties).

Original Security Documents means:

(a)      the Mortgages;

(b)      the General Assignments;

(c)      the Share Security;

(d)      any Charter Assignment;

(e)      any Manager’s Undertakings and Subordinations;

(f)       the Account Security;

(g)      the Guaranties; and

(h)      the Hedging Contract Security.

Party means a party to this Agreement.

Payment Disruption Event means either or both of:

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

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

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

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

(and which (in either such case)) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

Permitted Maritime Liens means, in relation to any Mortgaged Ship:

(a)      any ship repairer’s or outfitter’s possessory lien in respect of such Mortgaged Ship for an amount not exceeding the Major Casualty Amount;

(b)      any lien on such Mortgaged Ship for master’s, officer’s or crew’s wages outstanding in accordance with usual maritime practice;

(c)      any lien for master’s disbursements incurred in the ordinary course of trading, provided such liens do not secure amounts more than 30 days overdue (unless the amount is being contested by the Obligors in good faith by appropriate steps);

(d)      any lien on such Mortgaged Ship for collision or salvage;

(e)      liens in the aggregate amount of $1,000,000 or any other greater amount approved by all the Lenders, in favor of suppliers of necessaries or other similar liens arising in the ordinary course of its trading (including, without limitation, any liens incurred in connection with regular dry docking), accrued for not more than ninety (90) days (unless any such lien is being contested in good faith and by appropriate proceedings or other acts and the relevant Upstream Guarantor shall have set aside on its books adequate reserves in accordance with GAAP with respect to such lien and so long as such deferment in payment shall not subject its Ship to forfeiture or loss);

(f)       liens in the aggregate amount of $1,000,000 or any other amount approved by all the Lenders for loss, damage or expense which are not fully covered by Insurance, subject to applicable deductibles satisfactory to the Administrative Agent, or in respect of which a bond or other security has been posted by or on behalf of the relevant Upstream Guarantor with the appropriate court or other tribunal to prevent the arrest or secure the release of the Ship from arrest;

(g)      liens for taxes or assessments or other governmental charges not yet due and payable or which are being contested in good faith by appropriate steps and in respect of which the Upstream Guarantor shall have set aside on its books adequate reserves in accordance with GAAP with respect to such lien and so long as such deferment in payment shall not subject its Ship to forfeiture or loss;

(h)      any other lien arising by operation of law or otherwise in the ordinary course of operation, repair or maintenance of a Mortgaged Ship that does not subject its Ship to forfeiture or loss;

(i)       pledges of certificates of deposit or other cash collateral securing any Obligor’s reimbursement obligations in connection with letters of credit now or hereafter issued for the account of such Obligor in connection with the establishment of the financial responsibility of such Obligor under 33 C.F.R. Part 130 or 46 C.F.R. Part 540, as the case may be, as the same may be amended or replaced; and

(j)       Security Interests for loss, damage or expense which are fully covered by insurance, subject to applicable deductibles satisfactory to the Administrative Agent.

Permitted Security Interests means, in relation to any Collateral, any Security Interest over it which is:

(a)      granted by the Finance Documents;

(b)      a Permitted Maritime Lien; or

(c)      is approved by the Required Lenders.

Pertinent Jurisdiction, in relation to a company, means:

(a)      the jurisdiction under the laws of which the company is incorporated or formed;

(b)      a jurisdiction in which the company has its principal place of business or in which the company’s central management and control is or has recently been exercised;

(c)      a jurisdiction in which the overall net income of the company is subject to corporation tax, income tax or any similar tax;

(d)      a jurisdiction in which assets of the company (other than securities issued by, or loans to, related companies) having a substantial value are situated, in which the company maintains a branch or permanent place of business, or in which a Security Interest created by the company must or should be registered in order to ensure its validity or priority; or

(e)      a jurisdiction the courts of which have jurisdiction to make a winding up, administration or similar order in relation to the company whether as a main or territorial or ancillary proceedings or which would have such jurisdiction if their assistance were requested by the courts of a country referred to in paragraphs (a) or (b) above.

Pollutant means and includes crude oil and its products, any other polluting, toxic or hazardous substance and any other substance whose release into the environment is regulated or penalized by Environmental Laws.

Poseidon Principles means the financial industry framework for assessing and disclosing the climate alignment of ship finance portfolios published on 18 June 2019, available at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, as the same may be amended or replaced, including but not limited to, to reflect changes in applicable law or regulation or the introduction of or changes to mandatory requirements of the International Maritime Organization from time to time.

Prepayment Fees means the fees set out in Clause 11.3  (KEXIM Prepayment Fee).

Qualified ECP Guarantor means, in respect of any Hedging Liabilities, each Obligor that has total assets exceeding $10,000,000 at the time the relevant guaranty or grant of the relevant Security Document becomes effective with respect to such Hedging Liabilities or such other person or entity as constitutes an Eligible Contract Participant and can cause another person or entity to qualify as an Eligible Contract Participant at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Quotation Day means, in relation to any period for which an interest rate is to be determined two (2) London Business Days before the first day of that period unless market practice differs in the Interbank Market for a currency, in which case the Quotation Day for that currency shall be determined by the Administrative Agent in accordance with market practice in the Interbank Market (and if quotations would normally be given by leading banks in the Interbank Market on more than one day, the Quotation Day will be the last of those days).

RBS Facility Agreement means the facility agreement dated July 29, 2013 and entered into between (i) CJNP LPG Transport LLC, CMNL LPG Transport LLC, CNML LPG Transport LLC and CORSAIR LPG Transport LLC as borrowers, (ii) the Facility Guarantor as parent guarantor and (iii) The Royal Bank of Scotland plc as arranger, facility agent and security agent.

Reference Banks means each of ABN AMRO Capital USA LLC, Crédit Agricole Corporate and Investment Bank, Skandinaviska Enskilda ▇▇▇▇▇▇ ▇▇ (publ) and Citibank N.A., London Branch or such other banks as may be appointed by the Administrative Agent in consultation with the Borrower.

Reference Bank Quotation means any quotation supplied to the Administrative Agent by a Reference Bank.

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

Reformed Basel III means the agreements contained in “Basel III: Finalising post-crisis reforms” published by the Basel Committee on Banking Supervision in December 2017, as amended, supplemented or restated.

Reformed Basel III Increased Cost means an Increased Cost which is attributable to the implementation or application of or compliance with any other law or regulation which implements Reformed Basel III (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates.

Registry means, in relation to each Ship, such registrar, commissioner or representative of the relevant Flag State who is duly authorized and empowered to register the relevant Ship, the relevant Upstream Guarantor’s title to such Ship and the relevant Mortgage under the laws of its Flag State.

Relevant Jurisdiction means, in relation to an Obligor:

(a)      its jurisdiction of incorporation or formation;

(b)      any jurisdiction where any Collateral 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.

Relevant Nominating Body means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

Repayment Date means in relation to an Advance:

(a)      the First Repayment Date;

(b)      except with respect to any Revolving Facility Advances, each of the dates falling at three (3) monthly intervals thereafter up to, but not including, the Final Repayment Date in relation to that Advance; and

(c)      the Final Repayment Date in relation to that Advance,

in each case in accordance with Schedule 16 (Repayment Schedule).

Repeating Representations means each of the representations and warranties set out in Clauses 17.1  (Status) to 17.17 (Security and Financial Indebtedness), 17.19  (Legal and beneficial ownership), 17.20  (Shares), 17.22 (b) (No Adverse Consequences),17.24  (No breach of Charter Documents), 17.25  (No immunity)  17.28  (Compliance), 17.29 (Employees), 17.30  (ERISA Compliance), 17.31  (No Money Laundering) and 17.32 (Anti-Bribery and Corruption Laws).

Replacement Benchmark means a benchmark rate which is:

(a)       formally designated, nominated or recommended as the replacement for a Screen Rate by:

(i)         the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Screen Rate); or

(ii)        any Relevant Nominating Body,

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

(b)       in the opinion of the Required Lenders (acting in good faith) and the Borrower, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Screen Rate; or

(c)        in the opinion of the Required Lenders (acting in good faith) and the Borrower, an appropriate successor to a Screen Rate.

Required Lenders means Lenders having in aggregate outstanding principal amounts and available commitments in excess of 662/3% provided that any Required Lenders’ decision shall always include (i) prior to the Utilization of the New Term Facility, at least one Commercial Lender and (ii) at all times from and including the Utilization of the New Term Facility, at least one New Facilities Lender. For the avoidance of doubt, KEXIM alone shall not constitute a percentage in excess of 662/3% for any Required Lenders’ decision.

Requisition Compensation means, in relation to a Ship, any compensation paid or payable by a government entity for the requisition for title, confiscation or compulsory acquisition of such Ship.

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

Restatement Effective Date means the date this Agreement becomes effective pursuant to Clause 4.3 (Conditions precedent to effectiveness of this Agreement).

Restricted Person means a person that is:

(a)      listed on, or owned or controlled by a person listed on any Sanctions List;

(b)      located in, incorporated under the laws of, or owned or controlled by, or acting on behalf of, a person located in or organized under the laws of a country or territory that is the target of country-wide Sanctions (including, at the New Closing Date, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine); or

(c)      otherwise a target of Sanctions,

provided that, in the case of a person listed on the OFAC Sectoral Sanctions Identification List or any similar person that is not subject to broad Sanctions prohibitions on dealing with such person, such person shall be a Restricted Person only to the extent that a Finance Party, an Obligor or any other person resident or organized in the United States, United Kingdom or European Union would be prohibited by applicable Sanctions from dealing with such person or engaging in the relevant transaction, and provided further that, a person shall not be a Restricted Person to the extent that such person is broadly exempted from the applicable targeting Sanctions under a general license or similar governmental order.

Revolving Facility means the senior secured revolving credit facility made available under this Agreement in an aggregate principal amount of up to $25,000,000, as further described in Clause 2  (the Facilities).

Revolving Facility Advance means the Advance or Advances described in Clause 3.1(c)(i) (Purpose).

Revolving Facility Commitments means, in relation to an Original Lender, the amount set forth opposite its name in Schedule 11 (Facilities, Tranches and Commitments) in respect of the Revolving Facility, or, in relation to any other Lender, such amount assigned to it under this Agreement in respect of the Revolving Facility; to the extent not cancelled, reduced or assigned by it under this Agreement.

Sanctions means any economic or trade sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by:

(a)      the United States;

(b)      the United Nations;

(c)      the United Kingdom;

(d)      the European Union (“EU”) or any of its Member States;

(e)      any country to which any Obligor or Lender, by reason of its participation in this transaction, is bound; or

(f)       the respective governmental institutions and agencies of any of the foregoing, including without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State, and Her Majesty’s Treasury (HMT) (together Sanctions Authorities);

provided that, nothing in this definition shall be construed to require any Party to violate the antiboycott prohibition of the Export Administration Regulations (15 C.F.R. Part 760).

Sanctions List means the “Specially Designated Nationals and Blocked Persons” list issued by OFAC, the Consolidated United Nations Security Council Sanctions list maintained by the United Nations Security Council, the Consolidated List of Persons and Entities Subject to Financial Sanctions maintained by the EU, the “Consolidated List of Financial Sanctions Targets and Investment Ban List” issued by HMT, or any similar list issued or maintained or made public by any of the Sanctions Authorities.

Screen Rate means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for dollars and the relevant period displayed on pages LIBOR01 or LIBOR02 of the Reuters screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other

information service which publishes that rate from time to time in place of Reuters.  If such page or service ceases to be available, the Administrative Agent may specify another page or service displaying the relevant rate after consultation with the Borrower, Facility Guarantor and the Lenders.

Screen Rate Replacement Event means, in relation to a Screen Rate:

(a)     the methodology, formula or other means of determining that Screen Rate has, in the opinion of the Required Lenders, materially changed;

(b)     any of the following applies:

(i)      either:

(A)     the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or

(B)     information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Screen Rate is insolvent,

provided that, in each case, at that time, there is no successor administrator to continue to provide that Screen Rate;

(ii)      the administrator of that Screen Rate publicly announces that it has ceased or will cease, to provide that Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate;

(iii)     the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or will be permanently or indefinitely discontinued; or

(iv)     the administrator of that Screen Rate or its supervisor announces that that Screen Rate may no longer be used; or

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

Security Documents means:

(a)      the Original Security Documents;

(b)      any other document as may after the New Closing Date be executed to guaranty and/or secure any amounts owing to the Finance Parties under this Agreement or any other Finance Document.

Security Interest means a mortgage, charge, pledge, lien, assignment, trust, hypothecation or other security interest of any kind securing any obligation of any person or any other agreement or arrangement having a similar effect.

Security Leverage Ratio means, at any date of determination, the ratio of (i) the aggregate amount of the drawn and outstanding Advances to (ii) the Security Value.

Security Value means, at any time, the amount in dollars which, at that time, is the aggregate of (a) the Fair Market Value of all the Mortgaged Ships which have not then become a Total Loss (or, if less, the maximum amount capable of being secured by the Mortgages of such Ships) and (b) the

value of any additional security then held by the Security Agent provided under Clause 24.11 (Minimum security value), in each case as most recently determined in accordance with this Agreement.  For the avoidance of doubt, the Minimum Earnings Account Balance shall not be taken into account when calculating Security Value.

Share Security means, in relation to the Borrower and each Upstream Guarantor, a document constituting a first Security Interest by the Facility Guarantor or Borrower (or, if relevant in connection with any approved internal corporate reorganization of the Facility Guarantor and its Subsidiaries, by another Subsidiary of the Facility Guarantor), respectively, in favor of the Security Agent in Agreed Form in respect of all of the issued shares and/or limited liability company membership interests in the Borrower or an Upstream Guarantor.

Ship 1 Advance means the advance made under the Delivery Term Facility relating to Ship 1.

Ship 2 Advance means the advance made under the Delivery Term Facility relating to Ship 2.

Ship 3 Advance means the advance made under the Delivery Term Facility relating to Ship 3.

Ship 4 Advance means the advance made under the Delivery Term Facility relating to Ship 4.

Ship 5 Advance means the advance made under the Delivery Term Facility relating to Ship 5.

Ship 6 Advance means the advance made under the Delivery Term Facility relating to Ship 6.

Ship 7 Advance means the advance made under the Delivery Term Facility relating to Ship 7.

Ship 8 Advance means the advance made under the Delivery Term Facility relating to Ship 8.

Ship 9 Advance means the advance made under the Delivery Term Facility relating to Ship 9.

Ship 10 Advance means the advance made under the Delivery Term Facility relating to Ship 10.

Ship 11 Advance means the advance made under the Delivery Term Facility relating to Ship 11.

Ship 12 Advance means the advance made under the Delivery Term Facility relating to Ship 12.

Ship 13 Advance means the advance made under the Delivery Term Facility relating to Ship 13.

Ship 14 Advance means the advance made under the Delivery Term Facility relating to Ship 14.

Ship 15 Advance means the advance made under the Delivery Term Facility relating to Ship 15.

Ship 16 Advance means the advance made under the Delivery Term Facility relating to Ship 16.

Ship 17 Advance means the advance made under the Delivery Term Facility relating to Ship 17.

Ship 18 Advance means the advance made under the Delivery Term Facility relating to Ship 18.

Shipyard means each of the shipyards described in Schedule 2 (Ship information) which have entered into the relevant Shipbuilding Contract with the relevant Upstream Guarantor in relation to the construction and delivery of the relevant Ship.

Shipbuilding Contract means, in relation to a Ship, the agreement specified in Schedule 2 (Ship information) between the relevant Shipyard and the relevant Upstream Guarantor.

Ship Representations means each of the representations and warranties set out in Clauses 17.18  (Ship status) and 17.26  (Ship’s employment).

Ships means each of the vessels described in Schedule 2 (Ship information) (other than Ship 2, Ship 6 and Ship 13 which have been sold) and Ship means any of them.

Side Letter means that certain Side Letter dated as of February 1, 2016 made among certain of the parties hereto amending and supplementing this Agreement.

Special Counsel to KEXIM means DR & AJU International Law Group LLC, in their capacity as legal advisors to KEXIM, or other counsel to be selected by KEXIM and acceptable to the Facility Guarantor and the Borrower.

Special Counsel to K-sure means Yulchon LLC, in their capacity as legal advisors to K-sure.

Spill means any actual or threatened spill, release or discharge of a Pollutant into the environment.

Statement of Compliance means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI.

Subsidiary of a person means any other person:

(a)      directly or indirectly controlled by such person; or

(b)      of whose dividends or distributions on the Equity Interests of such person is entitled to receive more than 50%.

Substitute has the meaning given to such term in Clause 30.1  (Assignments by the Lenders).

Substitution Certificate means a certificate duly executed by the Administrative Agent, an Existing Lender and a Substitute substantially in the form of Schedule 7 (Form of Substitution Certificate) (or in such other form as the Administrative Agent and the Lenders shall approve or require).

Sustainability Certificate means a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Facility Guarantor, in a form and substance reasonably satisfactory to the Administrative Agent and the Sustainability Coordinator and substantially in the form of Schedule 14 (Form of Sustainability Certificate), delivered pursuant to Clause 18.2 (Provision and contents of Compliance Certificate and Sustainability Certificate), that shows the calculation of the Fleet Sustainability Score and sets forth the Sustainability Pricing Adjustment.

Sustainability Coordinator has the meaning given to this term in the Preamble.

Sustainability Pricing Adjustment has the meaning given to this term in the Sustainability Pricing Adjustment Schedule.

Sustainability Pricing Adjustment Schedule means Schedule 15 (Sustainability Pricing Adjustment Schedule), as amended from time to time in accordance with Clause 41 (Amendments and waivers) of this Agreement.

Swap Bank means any Original Lender or any Affiliate of any Original Lender who enters into a Hedging Contract and/or Hedging Master Agreement with the Borrower at any time while it is an Original Lender.

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

Term Facility means each of the Delivery Term Facility and the New Term Facility and “Term Facilities” means both of them.

Title IV Plan means a pension plan subject to Title IV of ERISA, other than a Multiemployer Plan, to or with respect to which any ERISA Affiliate incurs or otherwise has any obligation or liability, direct or indirect, contingent or otherwise.

Total Commitments means the aggregate amount of the drawn and outstanding Commercial Tranche Commitments, the drawn and outstanding KEXIM Funded Tranche Commitments, the drawn and outstanding KEXIM Guaranteed Tranche Commitments, the drawn and outstanding K-sure Tranche Commitments, the New Term Facility Commitments and the Revolving Facility Commitments, being a maximum principal amount at the New Closing Date of $598,852,455.92, of which $152,927,525.78 represents the drawn and outstanding Commercial Tranche Commitments to be immediately repaid with the proceeds of the New Term Facility Advance and, if relevant, the first Revolving Facility Advance and of which $445,924,930.14 represents the aggregate of the New Term Facility Commitments, the Revolving Facility Commitments and the drawn and outstanding KEXIM Funded Tranche Commitments, KEXIM Guaranteed Tranche Commitments and K-sure Commitments (subject to pro-rata reduction pursuant to the calculation of the aggregate total amount of the New Facilities in Clause 2.1(b) (The Facilities)) and, for the avoidance of doubt, this definition of “Total Commitments” shall be construed as not including the Commercial Tranche Commitments after the Utilization Date of the New Term Facility.

Total Loss means, in relation to a Ship, its:

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

(b)      requisition for title, confiscation or other compulsory acquisition by a government entity or official authority or by any person or persons claiming to be or represent a government entity or official authority (excluding a requisition for hire for a fixed period not exceeding one (1) year without any right to an extension); or

(c)      hijacking, piracy, theft, condemnation, capture, seizure, arrest or detention for more than 60 days.

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

(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 Ship was last reported;

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

(i)       the date notice of abandonment of the Ship is given to its insurers; or

(ii)      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; or

(iii)      the date upon which a binding agreement as to such constructive, compromised, agreed or arranged total loss has been entered into by the Ship’s insurers;

(c)      in the case of a requisition for title, confiscation or compulsory acquisition (excluding a requisition for hire for a fixed period not exceeding one (1) year without any right to an extension), the date it happened; and

(d)      in the case of hijacking, piracy, theft, condemnation, capture, seizure, arrest or detention, the date 30 days after the date upon which it happened.

Total Loss Repayment Date means, where a Mortgaged Ship has become a Total Loss, the earlier of:

(a)      the date 180 days after its Total Loss Date or at a later date as the Borrower may agree with the Administrative Agent (acting with the instructions of the Required Lenders); and

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

but in any case no later than the New Facilities Final Repayment Date.

Transaction Document means:

(a)      each of the Finance Documents;

(b)      each of the Shipbuilding Contracts; and

(c)      each of the Charter Documents.

Treasury Transaction means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

Trust Property means, collectively:

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

(b)      any portion of the balance on any Account held by or subject to a Security Interest in favor of the Security Agent at any time;

(c)      the Security Interests, guaranties, security, powers and rights granted to the Security Agent under and pursuant to the Finance Documents;

(d)      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

(e)      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).

UK Bail-In Legislation means (to the extent that the United Kingdom is not an EEA Member Country which has implemented, or implements, Article 55 BRRD) Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

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

Upstream Guarantor Change of Control means the Borrower ceases to own directly or indirectly 100% of the Equity Interests in, and control of, any Upstream Guarantor.

US or U.S. means the United States of America.

Utilization means the making of an Advance.

Utilization Date means the date on which a Utilization is made.

Utilization Request means a notice substantially in the form set out in Schedule 4 (Utilization Request).

Voting Stock of any person as of any date means the Equity Interests of such person that are at the time entitled to vote in the election of the board of directors or similar governing body of such person.

War and Allied Risks means, without limitation, the risks covered by a standard form of policy being the Institute War and Strikes Clauses (Hull Time) (1/10/83) or (1/11/95), or equivalent conditions or mutual association rules, together with piracy, terrorism, barratry and other risks transferred from the marine risks coverage and together with war protection and indemnity risks excluded from the owner’s P&I club entry.

Write-down and Conversion Powers means:

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

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

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

(ii)      any similar or analogous powers under that Bail-In Legislation; and

(c)     in relation to any UK Bail-In Legislation:

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

respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)      any similar or analogous powers under that UK Bail-In Legislation.

1.2        Construction

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

(i)       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;

(ii)      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, supplemented, novated, assigned and assumed or replaced, however fundamentally;

(iii)      words importing the plural shall include the singular and vice versa;

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

(v)      the knowledge, awareness and/or beliefs (and similar expressions) of any Obligor shall be construed so as to mean the actual knowledge, awareness and beliefs of the director, member, manager or officers of such Obligor, after having made reasonable enquiry;

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

(vii)     an authorization means any authorization, consent, concession, approval, resolution, license, exemption, filing, notarization or registration;

(viii)    charter commitment means, in relation to a Ship, any charter or contract for the use, employment or operation of that Ship 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;

(ix)     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;

(x)      USD/dollar/$ means the lawful currency of the United States of America;

(xi)     a  government entity means any government, state or agency of a country or state;

(xii)     a  guaranty means any guaranty, 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;

(xiii)    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;

(xiv)    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:

(A)      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); and

(B)      if there is no numerically corresponding day in that month, that period shall end on the last Business Day in that month

and the above rules in paragraphs (A) to (B) will only apply to the last month of any period;

(xv)    an obligation means any duty, obligation or liability of any kind;

(xvi)    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);

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

(xviii)  a  regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organization and includes (without limitation) any Basel II Regulation or Basel III Regulation or any law or regulation which implements Reformed Basel III, in each case which is applicable to that Lender;

(xix)    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;

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

(xxi)    (i) the winding up,  dissolution, or administration of a person or (ii) a receiver or trustee 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, reorganization, dissolution, administration, arrangement, adjustment, protection or relief of debtors;

(xxii)   a  time of day is a reference to Eastern Standard Time (EST) or Eastern Daylight Savings Time (EDST), as applicable, unless otherwise specified;

(xxiii)  know your customer requirements are identification checks that a Finance Party (acting for itself or on behalf of a prospective new Lender) requests in order to meet its obligations under any anti-money laundering laws and regulations and anti-corruption laws and regulations to identify a person who is (or is to become) its customer; and

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

(b)      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.

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

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

1.3        Third party rights

(a)      Except for a provision expressed to be in favor of K-sure and the rights expressed to be for its benefit or exercisable by it under a  Finance Document or 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 to enforce or to enjoy the benefit of any term of the relevant Finance Document.

(b)      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).

(c)      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.

1.4        Finance Documents

Where any other Finance Document provides that this Clause 1.4 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.

1.5        Conflict of documents

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 other Finance Document (other than in relation to the creation and/or perfection of security) the provisions of this Agreement shall prevail.

In case of any conflict or inconsistency between the terms of any Finance Document and the K-sure Insurance Policies, as between the K-sure Lenders and K-sure, the terms of the K-sure Insurance Policies shall prevail, and to the extent of such conflict or inconsistency, none of the Finance Parties shall assert to K-sure the terms of the relevant Finance Document.

SECTION 2 - THE FACILITIES

2         The Facilities

2.1        The Facilities

(a)      Pursuant to the terms of the Original Facility Agreement, the Lenders have made available to the Borrower a post-delivery senior secured term loan facility, consisting of: (a) the Commercial Tranche, made available by the Commercial Lenders to the Borrower, (b) the KEXIM Guaranteed Tranche, made available by the KEXIM Lenders to the Borrower, (c) the KEXIM Funded Tranche, made available by KEXIM to the Borrower, and (d) the K-sure Tranche, made available by the K-sure Lenders, subject to the terms of the K-sure Insurance Policies.

(b)      Subject to the terms of this Agreement, the New Facilities Lenders shall make available to the Borrower new commercial facilities, consisting of (a) the New Term Facility and (b) the Revolving Facility, in an aggregate principal amount of up to the lower of (i) 55% of the Fair Market Value of the Ships less the aggregate outstanding principal amount of the ECA Tranches and (ii) $180,805,698.24.

(c)      Any reduction in the aggregate principal amount of the New Facilities in accordance with paragraph (b) of this Clause 2.1 shall be applied to the New Term Facility and not to the Revolving Facility.

(d)      The aggregate amount of the Facilities together shall not exceed the Total Commitments.

2.2        Increase

(a)      The Borrower may by giving prior notice to the Administrative Agent by no later than the date falling three (3) Business Days after the effective date of a cancellation of:

(i)       the undrawn Commitment of a Defaulting Lender in accordance with Clause 7.9(d)  (Right of replacement or cancellation and prepayment in relation to a single Lender); or

(ii)      the Commitment of a Lender in accordance with:

(A)      Clause 7.1  (Illegality); or

(B)      Clause 7.9  (Right of replacement or cancellation and prepayment in relation to a single Lender),

request that the Commitments be increased (and the Commitments shall be so increased) in an aggregate amount of up to the amount of the Commitment so cancelled as follows:

(1)      the increased Commitments will be assumed by one or more Lenders, at such Lender’s sole discretion (each an Increase Lender), each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender;

(2)      the Borrower and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Borrower and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;

(3)      each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;

(4)      the Commitments of the other Lenders shall continue in full force and effect; and

(5)      any increase in the Commitments shall take effect on the date specified by the Borrower in the notice referred to above or any later date on which the conditions set out in Clause 2.2(b)  (Increase) are satisfied and the remaining undrawn Commitments shall then be increased ratably among each Advance.

(b)      An increase in the Commitments will only be effective on:

(i)       the execution by the Administrative Agent of an Increase Confirmation from the relevant Increase Lender; and

(ii)      in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase, the Administrative Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender. The Administrative Agent shall promptly notify the Borrower and the Increase Lender upon being so satisfied.

(c)      Each of the other Finance Parties and the Borrower hereby appoints the Administrative Agent as its agent to execute on its behalf any Increase Confirmation delivered to the Administrative Agent in accordance with Clauses 2.2(a) and 2.2(b)  (Increase).

(d)      Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Administrative Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

(e)      The Borrower may pay to the Increase Lender a fee in the amount and at the times agreed between the Borrower and the Increase Lender in a letter between the Borrower and the Increase Lender setting out that fee. A reference in this Agreement to a Fee Letter shall include any letter referred to in this Clause 2.2(e).

(f)       The Increase Lender shall, on the date upon which the increase takes effect, pay to the Administrative Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 30.2  (Substitution) if the increase was an assignment and assumption pursuant to Clause 30.2  (Substitution) and if the Increase Lender was a Substitute.

2.3        Finance Parties’ rights and obligations

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

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

(c)      A Finance Party may, except as otherwise stated in the Finance Documents (including Clause 32.25  (All enforcement action through the Security Agent)) and Clause 34.2  (Finance Parties acting together), separately enforce its rights under the Finance Documents.

2.4        Obligors’ rights and obligations

(a)      The obligations of each Obligor under this Agreement are joint and several.  Failure by an Obligor to perform its obligations under this Agreement shall constitute a failure by all of the Obligors.

(b)      Each Obligor irrevocably and unconditionally jointly and severally with each other Obligor:

(i)       agrees that it is responsible for the performance of the obligations of each other Obligor under this Agreement;

(ii)      acknowledges and agrees that it is a principal and original debtor in respect of all amounts due from the Obligors under this Agreement; and

(iii)      agrees with each Finance Party that, if any obligation of another Obligor under this Agreement is or becomes unenforceable, invalid or illegal for any reason it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any and all Losses it incurs as a result of another Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by that other Obligor under this Agreement.  The amount payable under this indemnity shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

(c)      The obligations of the Obligors under the Finance Documents shall continue until all amounts which may be or become payable by each Obligor under or in connection with the Finance Documents have been irrevocably and unconditionally paid or discharged in full, regardless of any intermediate payment or discharge in whole or in part.

(d)      If any payment by any Obligor or any discharge given by a Finance Party (whether in respect of the obligations of such Obligor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:

(i)       the liability of such Obligor under the Finance Documents shall continue as if the payment, release, avoidance or reduction had not occurred; and

(ii)      each Finance Party shall be entitled to recover the value or amount of that security or payment from such Obligor, as if the payment, release, avoidance or reduction had not occurred.

(e)      The obligations of the Obligors under the Finance Documents shall not be affected by an act, omission, matter or thing which, but for this clause (whether or not known to it or any Finance Party), would reduce, release or prejudice any of its obligations under the Finance Documents including:

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

(ii)      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;

(iii)      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 realize the full value of any security;

(iv)     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;

(v)      any amendment, assignment, assumption, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of a Finance Document or any other document or security;

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

(vii)     any insolvency or similar proceedings.

(f)       Each Obligor 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 such Obligor under any Finance Document. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

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

(i)       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 against those amounts; and

(ii)      hold in an interest-bearing suspense account any money received from any Obligor or on account of any Obligor’s liability under any Finance Document.

(h)      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 Administrative Agent otherwise directs (on such terms as it may reasonably require), none of the Obligors shall exercise any rights (including rights of set-off) which it may have by reason of performance by it of its obligations under the Finance Documents:

(i)       to be indemnified by another Obligor;

(ii)      to claim any contribution from any other Obligor or any Guarantor of or provider of security for any Obligor’s obligations under the Finance Documents; and/or

(iii)      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 guaranty or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party.

3         Purpose

3.1        Purpose

(a)      The Delivery Term Facility has been made available to the Borrower in eighteen (18) Delivery Term Facility Advances, of which the Ship 2 Advance and the Ship 6 Advance have been fully prepaid and of which the remaining sixteen (16) Delivery Term Facility Advances remain outstanding, each such Delivery Term Facility Advance having been funded by each of the Commercial Tranche and the ECA Tranches.  Each Delivery Term Facility Advance was made available solely for the purpose of financing part of the Delivered Price in respect of the relevant Ship.  The outstanding principal amount of the Delivery Term Facility on the date hereof is $418,046,757.68, of which $152,927,525.78 is outstanding under the Commercial Tranche and $265,119,231.90 is outstanding under the ECA Tranches.

(b)      The Borrower shall use all amounts borrowed under the New Term Facility in accordance with this Clause 3.1(b).

(i)       The New Term Facility Advance (which shall be made available in the amount of up to $155,805,698.24 subject to pro-rata reduction pursuant to the calculation of the aggregate total amount of the New Facilities in Clause 2.1(b) (The Facilities)) shall be used solely (A) first, for the purpose of immediately prepaying in full that portion of the aggregate principal amount of the Delivery Term Facility Advances which is outstanding under the Commercial Tranche of the Delivery Term Facility and (B) second, if applicable, for general corporate purposes.

(c)      The Borrower shall use all amounts borrowed under the Revolving Facility in accordance with this Clause 3.1(c).

(i)       Any Revolving Facility Advance (which shall be in an amount not less than $1,000,000) shall be used solely (A) first, if applicable, for the purpose of prepaying any balance of the Commercial Tranche concurrently with the prepayment made under Clause 3.1(b) above and (B) second, for general corporate purposes.

3.2        Monitoring

Other than as provided elsewhere in this Agreement with respect to the Administrative Agent, no Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4         Conditions of Utilization

4.1        Conditions precedent to New Closing Date

On or prior to the New Closing Date, the Administrative Agent, or its duly authorized representative, shall have received all of the documents and other evidence listed in Part 1 of Schedule 3 (Conditions precedent) in form and substance reasonably satisfactory to the Administrative Agent.

4.2        Conditions precedent to Utilization of the New Term Facility

The New Term Facility Advance shall become available for borrowing under this Agreement and shall be released to the Borrower (or, in the case of the New Term Facility Advance, to the Administrative Agent for distribution to the Commercial Lenders) only if the Administrative Agent, or its duly authorized representative, has received, no later than 12:00 p.m. EST on the Utilization Date, all of the documents and evidence listed in Part 2 of Schedule 3 (Conditions precedent) in form and substance reasonably satisfactory to the Administrative Agent.

4.3        Conditions precedent to effectiveness of this Agreement

Notwithstanding anything to the contrary in this Agreement, this Agreement shall become effective simultaneously with the prepayment in full of the Commercial Tranche with the proceeds of the New Term Facility Advance and, if relevant, the first Revolving Facility Advance.  If the Commercial Tranche is not prepaid in full with the aforesaid proceeds, this Agreement shall not become effective, and the Original Facility Agreement shall remain effective as if this Agreement had never been entered into.  Notwithstanding the foregoing, any reasonable and documented fees, costs and expenses, indemnities and other amounts which are paid or become due and payable under the terms of this Agreement from the New Closing Date up to and including the Last Availability Date with respect to the New Term Facility shall survive any such ineffectiveness of this Agreement and shall be considered paid or remain due and payable irrespective of any such ineffectiveness of this Agreement.

4.4        Notice to Lenders and Borrower

The Administrative Agent shall notify the Lenders and the Borrower promptly upon receiving and being satisfied with all of the documents and evidence delivered to it under this Clause 4. The Administrative Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving such notice.

4.5        Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4  (Lenders’ obligation) if on the date of the Utilization Request and on the proposed Utilization Date:

(a)      no Default is continuing or would result from the proposed Utilization;

(b)      all of the representations set out in Clause 17  (Representations) are true;

(c)      the Administrative Agent and the ECA Agent have received, and found to be reasonably acceptable to each of them, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Administrative Agent or the ECA Agent may request by notice to the Borrower prior to the Utilization Date;

(d)      the ECA Agent has not received any notice from K-sure requesting the K-sure Lenders to suspend the making of any Advance under the K-sure Tranche and/or the K-sure Lenders are not required by the terms of any of the K-sure Insurance Policies to suspend the making of the of any Advance under the K-sure Tranche;

(e)      no occurrence, event or circumstances exist which prohibits any of the K-sure Lenders from participating in any Advance under the K-sure Tranche pursuant to the terms of any of the K-sure Insurance Policies;

(f)       none of the Obligors or the Finance Parties have received any notice from KEXIM suspending (or purporting to suspend) any Advance under the KEXIM Funded Tranche and/or the KEXIM Guarantee;

(g)      the KEXIM Guarantee is in full force and effect and (i) has not been declared by KEXIM to be ineffective as to the coverage provided by KEXIM and (ii) has not ceased to be in full force and effect as to the full amount of coverage provided by KEXIM;

(h)      the K-sure Insurance Policy in respect of each Mortgaged Ship is in full force and effect and (i) has not been declared by K-sure to be ineffective as to the coverage provided by K-sure and (ii) has not ceased to be in full force and effect as to the full amount of coverage provided by K-sure; and

(i)       each of the KEXIM Lenders and the K-Sure Lenders have consented to the terms of this Agreement and that any necessary consents have been obtained by the ECA Agent from the ECAs.

4.6        Waiver of conditions precedent

The conditions in this Clause 4 are inserted solely for the benefit of the Finance Parties and may be waived in writing in whole or in part and with or without conditions by the Administrative Agent acting on the instructions of the Required Lenders.

SECTION 3 - UTILIZATION

5         Utilization

5.1        Delivery of a Utilization Request

The Borrower may utilize the New Facilities by delivering to the Administrative Agent a duly completed Utilization Request at least three (3) Business Days before the proposed Utilization Date.

5.2        Completion of a Utilization Request

A Utilization Request is irrevocable (except for a correction in relation to a purely administrative or technical error and with the consent of the Administrative Agent (acting on the instructions of the Required Lenders), such consent not to be unreasonably withheld or delayed)) and will not be regarded as having been duly completed unless:

(a)      It specifies the New Facility to which it relates;

(b)      the proposed Utilization Date is a Business Day falling on or before the Last Availability Date for the relevant New Facility;

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

(d)      the proposed Interest Period complies with Clause 9  (Interest Periods);

(e)      it identifies the purpose for the Utilization and that purpose complies with Clause 3  (Purpose);

(f)       it specifies the account bank details to which the proceeds of the Loan are to be credited; and

(g)      it is duly signed by authorized signatories of the Borrower;

provided that (x) no more than one (1) Utilization of the New Term Facility shall be permitted and (y) no more than three (3) Utilizations of the Revolving Facility may occur during each fiscal quarter in each Fiscal Year of the Borrower.

5.3        Currency and amount

The currency specified in a Utilization Request must be dollars and, unless otherwise approved by all the Lenders, each Advance shall be for the amount specified in Clause 3.1  (Purpose) relative to such Advance.

5.4        Lenders’ obligation

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

(b)      The amount of each Lender’s participation in the Advance will be equal to the proportion borne by its undrawn Commitment to the undrawn Total Commitments immediately prior to making the Advance.

(c)      The Administrative Agent shall promptly notify each Lender of the amount of the Advance and the amount of its participation in the Advance, and, if different, the amount of that participation to be made available in accordance with Clause 36.1 (Payments to the Administrative Agent), in each case no later than four (4) Business Days before the Utilization Date.

(d)      The Administrative Agent shall ensure that each Advance is remitted to the account specified by the Borrower in the Utilization Request. If the conditions set out in Clauses 4.2 (Conditions precedent to Utilization Date) are met, in addition to the other conditions set out in this Agreement, the Administrative Agent shall release the Advance to the Borrower and/or its financial institution on the Utilization Date.

(e)      The Borrower irrevocably authorizes and directs the Administrative Agent to remit the proceeds of each Advance to the account specified in the relevant Utilization Request

5.5        Payment to Commercial Lenders

The Borrower irrevocably authorizes the Administrative Agent on the first Utilization Date in respect of the New Facilities, to pay to, to the order of, or for the account of, the Borrower the New Term Facility Advance and, if applicable, the first Revolving Facility Advance.  In each case, that payment shall be made to the account of the Administrative Agent (for distribution to the Commercial Lenders) which the Borrower specifies in the Utilization Request relating to the New Term Facility Advance and, if applicable, the first Revolving Facility Advance and in like funds as the Administrative Agent received from the New Facilities Lenders in respect of the New Term Facility Advance and, if applicable, the first Revolving Facility Advance.

5.6        Disbursement of New Term Facility Advance

Payment by the Administrative Agent under Clause 5.5 (Payment to Commercial Lenders) to a person other than the Borrower shall constitute the making of the New Term Facility Advance and, if applicable, the first Revolving Facility Advance and the Borrower shall at that time become indebted, as principal and direct obligor, to each New Facilities Lender in an amount equal to that New Facilities Lender’s participation in the New Term Facility Advance and, if applicable, the first Revolving Facility Advance.

5.7        Cancellation of Commitments

(a)      The New Term Facility Commitments which are unutilized at the date falling on the earlier of (i) the Utilization Date relating to the New Term Facility Advance and (ii) the Last Availability Date relating to the New Term Facility shall then be cancelled.

(b)      The Revolving Facility Commitments which are unutilized on the Last Availability Date relating to the Revolving Facility shall then be cancelled.

SECTION 4 - REPAYMENT, PREPAYMENT AND CANCELLATION

6         Repayment

6.1        Repayment

The Borrower shall, on each Repayment Date, repay such part of the Loan as is required to be repaid by Clause 6.2  (Scheduled Repayment of Advances).

6.2        Scheduled Repayment of Advances

(a)      Repayment of Commercial Tranche of each Delivery Term Facility Advance: Subject to Clause 7  (Illegality, prepayment and cancellation), the Borrower shall fully repay the Commercial Tranche of each Delivery Term Facility Advance in one (1) installment immediately upon Utilization of the New Term Facility and, if relevant, the Revolving Facility, with all of the proceeds of the New Term Facility Advance and, if relevant, the proceeds of the relevant Revolving Facility Advance, and the Borrower shall not permit any amounts to be outstanding under the Commercial Tranche subsequent to the Utilization of the New Term Facility.

(b)      Repayment of KEXIM Guaranteed Tranche: Subject to Clause 7  (Illegality, prepayment and cancellation), the Borrower shall repay the KEXIM Guaranteed Tranche of each Delivery Term Facility Advance in equal quarterly repayment installments, each such installment to be repaid on each of the Repayment Dates relative to such Delivery Term Facility Advance, excluding the final installment as set out in Clause 6.3  (Repayment of First Installment and Final Installment of Each Advance), in accordance with a 12-year age adjusted loan repayment profile as set out in Schedule 16 (Repayment Schedule).

(c)      Repayment of KEXIM Funded Tranche: Subject to Clause 7  (Illegality, prepayment and cancellation), the Borrower shall repay the KEXIM Funded Tranche of each Delivery Term Facility Advance in equal quarterly repayment installments, each such installment to be repaid on each of the Repayment Dates relative to such Delivery Term Facility Advance, excluding the final installment as set out in Clause 6.3  (Repayment of First Installment and Final Installment of Each Advance), in accordance with a 12-year age adjusted loan repayment profile as set out in Schedule 16 (Repayment Schedule).

(d)      Repayment of K-sure Tranche: Subject to Clause 7  (Illegality, prepayment and cancellation), the Borrower shall repay the K-sure Tranche of each Delivery Term Facility Advance in equal quarterly repayment installments, each such installment to be repaid on each of the Repayment Dates relative to such Delivery Term Facility Advance, excluding the final installment as set out in Clause 6.3  (Repayment of First Installment and Final Installment of Each Advance), in accordance with a 12-year age adjusted loan repayment profile as set out in Schedule 16 (Repayment Schedule).

(e)      Repayment of New Term Facility: Subject to Clause 7  (Illegality, prepayment and cancellation), the Borrower shall repay the New Term Facility Advance in twenty (20) equal quarterly repayment installments, each such installment to be repaid on each of the Repayment Dates relative to the New Term Facility Advance, excluding the final installment as set out in Clause 6.3  (Repayment of First Installment and Final Installment of Each Advance), in accordance with a 17-year age adjusted loan repayment profile as set out in Schedule 16 (Repayment Schedule).

(f)       Repayment of Revolving Facility: Subject to Clause 7  (Illegality, prepayment and cancellation), the Borrower shall repay any Revolving Facility Advances in full on the New Facilities Final Repayment Date.

6.3        Repayment of First Installment and Final Installment of each Advance

(a)      The first installment payable under the New Term Facility shall be made on the First Repayment Date in accordance with Schedule 16 (Repayment Schedule).

(b)      On the Final Repayment Date for each Advance, the Advance shall be paid in full.

6.4        Revolving Facility reborrowing

The Borrower may from time to time reborrow any part of the Revolving Facility which is prepaid.

7         Illegality, prepayment and cancellation

7.1        Illegality

If at any time there is a law binding upon the Lenders in any jurisdiction which renders it unlawful for any Lender to perform any of its obligations or to exercise any of its rights under this Agreement or any of the other Finance Documents or for any Lender to contribute to or maintain or fund its participation in the Loan:

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

(b)      upon the Administrative Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled;

(c)      to the extent that the Lender’s participation has not been assigned pursuant to Clauses 2.2  (Increase) or 41.8(a) to 41.8(c)  (Replacement of a Defaulting Lender), the Borrower shall repay (without any fees, premium or penalty) all amounts outstanding to the Lender on the last day of the Interest Period occurring after the Administrative Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Administrative Agent (being no earlier than the last day of any applicable grace period permitted by law); and

(d)      no prepayment fee shall be payable pursuant to Clause 11.3  (KEXIM Prepayment Fee) in connection with prepayments in accordance with this Clause 7.1.

7.2        Change of Control

(a)      The Facility Guarantor shall promptly notify the Administrative Agent upon any Obligor becoming aware of a Change of Control.

(b)      If a Change of Control occurs (other than an Upstream Guarantor Change of Control) without the prior consent of all the Lenders, the Administrative Agent may, and shall if so directed by the Required Lenders, by notice to the Borrower, cancel the Total Commitments with effect from a date specified in that notice which is at least 30 days after the giving of the notice and declare that all or part of the Loan be payable on demand after such date, on which date it shall become payable on demand by the Administrative Agent on the instructions of the Required Lenders.

(c)      Subject to paragraph (d) below, any partial prepayment of the Loan under this Clause 7.2 shall be applied to the outstanding principal amount of each Advance on a pro rata basis and shall reduce future installments payable in respect of each Advance under Clause 6.2  (Scheduled Repayment of Advances) in inverse chronological order.

(d)      If an Upstream Guarantor Change of Control occurs without the prior consent of all the Lenders:

(i)       the Borrower shall on the Disposal Repayment Date prepay in full:

(A)      the Appropriate Amount; plus

(B)      any further amount required to be prepaid (if any) in addition to the prepayment described in sub-paragraph (A) above in order to comply with the provisions in Clause 24  (Minimum security value);

such amounts to be applied first, to prepay, on a pro rata basis, the Delivery Term Facility Advance with respect to such Upstream Guarantor’s Mortgaged Ship, the New Term Facility Advance and any Revolving Facility Advances and second, if necessary, to prepay the remaining Advances on a pro rata basis and to reduce future installments in respect of such Advances pro rata in inverse chronological order; and

(ii)      at such Disposal Repayment Date, if the Revolving Facility Commitments are reduced such that the aggregate principal amount outstanding under the Revolving Facility exceeds the aggregate commitments thereunder, the Borrower shall prepay the Revolving Facility Advances in an amount equal to such excess.

7.3        Loss of ECA Support

(a)      If at any time the KEXIM Guarantee is lost, cancelled, unenforceable or invalid while any amounts remain outstanding under the KEXIM Guaranteed Tranche, the Administrative Agent shall immediately cancel the Total Commitments and declare that the entire Loan be payable on demand.

(b)      If at any time, in relation to an Advance, the relevant K-sure Insurance Policy is lost, cancelled, unenforceable or invalid while any amounts remain outstanding under the K-sure Tranche in relation to such Advance, the Administrative Agent shall immediately cancel the Total Commitments and declare that the entire Loan be payable on demand.

7.4        Voluntary prepayment

(a)      Prepayment of the Loan

(i)       Subject to the payment of any fees payable by the Borrower pursuant to Clause 11.3  (KEXIM Prepayment Fee), the Borrower may, if it gives the Administrative Agent and the ECA Agent not less than ten (10) Business Days’ prior written notice, prepay the whole or any part of the Loan (but if in part, being an amount that reduces, as applicable, the amount of (i) the Delivery Term Facility by a minimum amount of $1,000,000 or any whole number multiples thereof, (ii) the New Term Facility by a minimum amount of $1,000,000 or any whole number multiples thereof or (iii) the Revolving Facility by a minimum amount of $1,000,000 or any whole number multiples thereof) on the last day of an Interest Period in respect of the amount to be prepaid.

(ii)      Other than the prepayment in full of the Commercial Tranche with the proceeds of the New Facilities, any partial prepayment of the Delivery Term Facility under this Clause 7.4 (i) shall be applied to the outstanding principal amount of each Delivery Term Facility Advance according to the pro rata share of each Delivery Term Facility Tranche then outstanding under each such Delivery Term Facility Advance (provided that, at the option of the Facility Guarantor, the pro rata percentages of such partial prepayment attributable to the KEXIM Guaranteed Tranche and the KEXIM Funded Tranche outstanding under each Delivery Term Facility Advance may be reallocated between

the KEXIM Guaranteed Tranche and the KEXIM Funded Tranche outstanding under each such Delivery Term Facility Advance) and (ii) shall reduce future installments, on a pro rata basis in order of maturity, payable in respect of each Delivery Term Facility Advance under Clause 6.2  (Scheduled Repayment of Advances), excluding the final payments, other than prepayments pursuant to Clause 24.11(b) (Security shortfall), which shall reduce future installments, on a pro rata basis, payable in respect of each Delivery Term Facility Advance, including the final payments.

(iii)      Any partial prepayment of the New Term Facility under this Clause 7.4 (i) shall be applied to the outstanding principal amount of the New Term Facility Advance and (ii) shall reduce future installments, on a pro rata basis in order of maturity, payable in respect of the New Term Facility Advance under Clause 6.2  (Scheduled Repayment of Advances), excluding the final payment, other than prepayments pursuant to Clause 24.11(b) (Security shortfall), which shall reduce future installments, on a pro rata basis in order of maturity, payable in respect of the New Term Facility Advance, including the final payment.

(iv)     Any partial prepayment of the Delivery Term Facility under this Clause 7.4 shall be made together with a pro rata partial prepayment of the New Term Facility, and any partial prepayment of the New Term Facility under this Clause 7.4 shall be made together with a pro rata partial prepayment of the Delivery Term Facility.

(b)      Refund of K-sure Premium

Upon any voluntary prepayment of the Delivery Term Facility (whether in whole or in part), the Borrower may request the ECA Agent to seek a refund by K-sure of such portion of the K-sure Premium paid by the Borrower. In the event that K-sure (in its absolute sole discretion) consents to such request and refunds any portion of the K-sure Premium, the amount of which shall be determined and calculated solely by K-sure pursuant to the terms of the relevant K-sure Insurance Policy and its internal regulations, to the ECA Agent or the Administrative Agent (as the case may be), such refund shall be remitted to the Borrower in accordance with Clause 36  (Payment Mechanics), provided that neither the Administrative Agent nor the ECA Agent shall be obliged to take any further action if K-sure refuses or fails for whatever reason to refund any portion of the K-sure Premium.

7.5        Put Options

(a)      KEXIM shall have a put option to require prepayment of the KEXIM Funded Tranche and the KEXIM Guaranteed Tranche, and K-sure shall have a put option to call for prepayment on the K-sure Tranche to be exercised on the Final Repayment Date of the New Term Facility, if the New Term Facility is not committed to be refinanced/renewed prior to the date that falls two (2) months before the Final Repayment Date of the New Term Facility, provided that the ECA Agent shall provide written notice to K-sure and KEXIM as to whether the refinancing/renewal of the New Term Facility has been obtained on or prior to the date which is two (2) months prior to the final maturity date of the New Term Facility. Upon exercise of the above put options (the Put Options and each a Put Option), all outstanding amounts under the KEXIM Funded Tranche, the KEXIM Guaranteed Tranche and the K-sure Tranche must be repaid on the Final Repayment Date of the New Term Facility.

(b)      No KEXIM Prepayment Fee shall be payable in connection with a prepayment following any exercise of the Put Option.

7.6        Sale or Total Loss

(a)      If a Ship becomes a Total Loss before the New Facilities have become available for borrowing under this Agreement, the New Term Facility Commitments shall be reduced proportionately.

(b)      On a Mortgaged Ship’s Disposal Repayment Date:

(i)       the Borrower shall prepay in full:

(A)      the Appropriate Amount; plus

(B)      any further amount required to be prepaid (if any) in addition to the prepayment described in sub-paragraph (A) above in order to comply with the provisions in Clause 24  (Minimum security value),

such amounts to be applied first, to prepay, on a pro rata basis, the Delivery Term Facility Advance with respect to the relevant Mortgaged Ship, the New Term Facility Advance and any Revolving Facility Advances and second, if necessary, to prepay the remaining Advances on a pro rata basis and to reduce future installments in respect of such Advances pro rata in inverse chronological order; and

(ii)      at such Disposal Repayment Date, if the Revolving Facility Commitments are reduced such that the aggregate principal amount outstanding under the Revolving Facility exceeds the aggregate commitments thereunder, the Borrower shall prepay the Revolving Facility Advances in an amount equal to such excess.

7.7        Voluntary cancellation

Subject to the payment of any fees payable by the Borrower pursuant to Clause 11.3  (KEXIM Prepayment Fee), the Borrower may, without premium or penalty, if it gives the Administrative Agent not less than ten (10) Business Days’ prior written notice, cancel the whole or any part of the Total Commitments (but (i) in a minimum amount of $1,000,000 and a multiple of $1,000,000 with respect to the New Term Facility and (ii) in a minimum amount of $1,000,000 and a multiple of $1,000,000 with respect to the Revolving Facility). Upon such cancellation, the Total Commitments shall be reduced pro rata by the same amount.

7.8        Automatic cancellation

Any part of the Total Commitments which has not been drawn upon by the relevant Last Availability Date shall be automatically cancelled at close of business in New York on such Last Availability Date and the Total Commitments shall be reduced accordingly.

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

(a)      If:

(i)       any sum payable to any Lender by an Obligor is required to be increased under Clause 12.2  (Grossing-up for taxes); or

(ii)      any Lender claims indemnification from the Borrower under Clause 12.5 (Indemnity for taxes) or Clause 13  (Increased Costs),

the Borrower may, while the circumstance giving rise to the requirement for that increase or indemnification continues, give the Administrative Agent notice of cancellation of the

Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loan or give the Administrative Agent notice in form and substance satisfactory to the Administrative Agent of its intention to replace that Lender.

(b)      On receipt of a notice referred to in Clause 7.9(a)  (Right of replacement or cancellation and prepayment in relation to a single Lender) above, the Commitment of that Lender shall immediately be reduced to zero.

(c)      On the last day of each Interest Period which ends after the Borrower has given notice under Clause 7.9(a)  (Right of replacement or cancellation and prepayment in relation to a single Lender) above in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender’s participation in the Loan.

(d)      If any Lender becomes a Defaulting Lender, the Borrower may, at any time while the Lender continues to be a Defaulting Lender give the Administrative Agent two (2) Business Days’ notice of cancellation of the undrawn Commitment of that Lender.

(e)      On the notice provided pursuant to Clause 7.9(c)  (Right of replacement or cancellation and prepayment in relation to a single Lender) becoming effective, the undrawn Commitment of the Defaulting Lender shall immediately be reduced to zero and the remaining undrawn Commitments shall each be reduced ratably and the Administrative Agent shall as soon as practicable after receipt of such notice, notify all the Lenders.

7.10      Restrictions

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

(b)      Any prepayment under this Agreement, including but not limited to Clause 7.2  (Change of control), shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs and Prepayment Fees, without premium or penalty (other than the KEXIM Prepayment Fee (subject to the provisions of Clause 11.3 (KEXIM Prepayment Fee))).

(c)      The Borrower may not reborrow any part of the Delivery Term Facility or the New Term Facility which is repaid or prepaid under this Agreement.

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

(e)      Subject to Clause 2.2  (Increase), no amount of the Commitments cancelled under this Agreement may be subsequently reinstated.

(f)       If the Administrative 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 or Lenders, as appropriate.

(g)      If the Total Commitments are partially reduced under this Agreement other than under Clause 7.1  (Illegality) and Clause 7.9  (Right of replacement or cancellation and prepayment in relation to a single Lender), the Commitments of the Lenders shall be reduced ratably.

(h)      Any prepayment under this Agreement shall be made together with payment to a Swap Bank of any amount falling due to the relevant Swap Bank under a Hedging Contract as a result of the termination or close out of that Hedging Contract or any Hedging Transaction under it in accordance with Clause 27.3 (Unwinding of Hedging Contracts) in relation to that

prepayment. The Borrower must inform and deliver satisfactory evidence to the Administrative Agent to be forwarded to the Lenders of any required close-out payments to any Swap Bank within five (5) Business Days after the relevant prepayment date.

(i)       In the case of prepayment of the KEXIM Guaranteed Tranche, the unutilized portion of the KEXIM Premium shall be refunded in accordance with the terms and conditions as contained in the KEXIM Guarantee and KEXIM’s internal regulations, and the ECA Agent shall use commercially reasonable efforts for such refund to be effected.

7.11      Conditions to the Replacement of a Lender

The replacement of a Lender pursuant to Clause 7.9 (Right of repayment and  cancellation in relation to a single Lender) shall be subject to the following additional conditions:

(a)      no Finance Party shall have any obligation to find a replacement Lender; and

(b)      any Lender replaced pursuant to Clause 7.9 (Right of repayment and cancellation in relation to a single Lender) shall not be required to refund, or to pay or surrender to any other Lender, any of the fees or other amounts received by the replaced Lender under any Finance Document.

SECTION 5 - COSTS OF UTILIZATION

8         Interest

8.1        Calculation of interest

The rate of interest on each Advance for each Interest Period relative to such Advance is the percentage rate per annum which is the aggregate of the applicable:

(a)      Margin; and

(b)      LIBOR.

8.2        Payment of interest

The Borrower shall pay accrued interest on each Advance on the last day of each Interest Period relative to such Advance. However, if the Interest Period is greater than three (3) months, the Borrower shall pay accrued interest on each Advance quarterly.

8.3        Default interest

(a)      If an Obligor fails to pay any amount payable by it under a Finance Document (other than a Hedging Contract) on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to Clause 8.3(b)  (Default interest) below, is 2% per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted an Advance for successive ninety (90)-day Interest Periods. Any interest accruing in accordance with this Clause 8.3 shall be immediately payable by the Obligors on demand by the Administrative Agent.

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

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

(ii)      the rate of interest applying to the overdue amount during that first Interest Period shall be 2% per annum higher than the rate which would have applied if the overdue amount had not become due.

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

8.4        Notification of rates of interest

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

9         Interest Periods

9.1        Commencement of Interest Periods.

The first Interest Period applicable to an Advance shall commence on the relevant Utilization Date and each subsequent Interest Period for such Advance shall commence on the expiry of the preceding Interest Period.

9.2        Duration of normal Interest Periods.

Subject to Clauses 9.3  (Duration of Interest Periods for repayment installments) and 9.4 (Non-availability of matching deposits for Interest Period selected), each Interest Period shall be:

(a)      in respect of the Commercial Tranche:

(i)       three (3) or six (6) months as notified by the Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) three (3) Business Days before the commencement of the Interest Period;

(ii)      in the case of the first Interest Period applicable to each Advance other than the first Advance, a period commencing on the relevant Utilization Date and ending on the last day of the then current Interest Period for outstanding Advances;

(iii)      three (3) months, if the Borrower fails to notify the Administrative Agent by the time specified in paragraph (i); or

(iv)     such other period as the Administrative Agent may, with the authorization of the Commercial Lenders, agree with the Borrower;

(b)      in respect of the KEXIM Guaranteed Tranche, the KEXIM Funded Tranche and the K-sure Tranche:

(i)       three (3) months; or

(ii)      in the case of the first Interest Period applicable to each Advance other than the first Advance, a period commencing on the relevant Utilization Date and ending on the last day of the then current Interest Period for outstanding Advances;

(c)      in respect of the New Term Facility and the Revolving Facility:

(i)       three (3) or six (6) months as notified by the Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) three (3) Business Days before the commencement of the Interest Period, such notification to be made together with delivery of a Margin Certificate setting out the calculation of the applicable Security Leverage Ratio;

(ii)      in the case of the first Interest Period applicable to each Advance, a period commencing on the relevant Utilization Date and ending on the last day of the then current Interest Period for outstanding Advances;

(iii)      three (3) months, if the Borrower fails to notify the Administrative Agent by the time specified in paragraph (i); or

(iv)     such other period as the Administrative Agent may, with the authorization of the New Facilities Lenders, agree with the Borrower.

9.3        Duration of Interest Periods for repayment installments.

In respect of an amount due to be repaid under Clause 6  (Repayment) on a particular Repayment Date, an Interest Period shall end on that Repayment Date.

9.4        Non-availability of matching deposits for Interest Period selected.

If, after the Borrower has selected and the Lenders have agreed an Interest Period, any Lender notifies the Administrative Agent by 11:00 a.m. (New York time) on the second Business Day before the commencement of the Interest Period that it is not satisfied that deposits in Dollars for a period equal to the Interest Period will be available to it in the London Interbank Market when the Interest Period commences, the Interest Period shall be of three (3) months.

9.5        Non-Business Days

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

10       Changes to the calculation of interest

10.1      Absence of quotations

Subject to Clause 10.2  (Market disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 11:00 a.m. London time on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

10.2      Market disruption

(a)      If a Market Disruption Event under 10.3(a) occurs in relation to the Loan for any Interest Period, then the rate of interest on each Lender’s share of the Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

(i)       the Margin; and

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

(b)      If a Market Disruption Event under 10.3(b) occurs in relation to any Lender’s participation in the Loan for any Interest Period, then the rate of interest on such Lender’s share of the Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

(i)       the Margin; and

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

(c)      If a Market Disruption Event occurs the Administrative Agent shall, promptly and as soon as is practicable after the occurrence thereof, notify the Borrower.  For the avoidance of doubt, the

replacement of LIBOR as a result of a Screen Rate Replacement Event is not a Market Disruption Event.

10.3      In this Agreement:

Market Disruption Event means:

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

(b)      before close of business in London on the Quotation Day for the relevant Interest Period, the Administrative Agent receives notifications from a Lender or Lenders (whose participations in the Loan are at least equal to or greater than 50 per cent of the Loan) that the cost to it of funding its participation in the Loan from the London Interbank Market or if cheaper from whatever source it may reasonably select would be in excess of LIBOR.

10.4      Alternative basis of interest or funding

(a)      If a Market Disruption Event occurs and the Administrative Agent or the Borrower so requires, the Administrative Agent and the Borrower shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

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

10.5      Break Costs

(a)      The Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of the Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for an Advance or, as the case may be, an Unpaid Sum or relevant part of it.

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

11       Fees

11.1      Commitment commission

(a)      The Borrower shall pay to the Administrative Agent (for the account of each of the New Facilities Lenders) a fee in dollars computed at the rate of 40% of the Margin (and in the case of the New Facilities, the applicable Margin as the same may be adjusted from time to time) per annum on the undrawn and uncancelled portion of that New Facilities Lender’s Commitment which shall accrue from the New Closing Date until the Last Availability Date of each of the New Term Facility and the Revolving Facility.

(b)      The accrued commitment commission shall be payable in arrears starting on the New Closing Date and every three (3) months thereafter and also on each date on which an Advance is made with respect to the relevant amount drawn down until the undrawn portion of the Total Commitments is partially cancelled or permanently reduced to zero, and any unpaid portion of the accrued commitment commission shall be paid on the date the undrawn portion of the Total Commitments is partially cancelled or permanently reduced to zero as relevant.

(c)      No commitment fee is payable to the Administrative Agent (for the account of a New Facilities Lender) on any undrawn Commitment of that Lender for any day on which that New Facilities Lender is a Defaulting Lender.

11.2      Other fees

The Obligors shall pay to the relevant party any other fees specified in the relevant Fee Letters at the times and in the amounts specified therein.

11.3      KEXIM Prepayment Fee

In the case of a voluntary prepayment pursuant to Clause 7.4 (Voluntary prepayment), the sale or disposal of a Ship permitted under Clause 21.4 (Sale or other disposal of a Ship), or the voluntary cancellation of the KEXIM Funded Tranche pursuant to Clause 7.7. (Voluntary cancellation), the Borrower shall pay to the Administrative Agent, for further distribution to KEXIM, the KEXIM Prepayment Fee. For the avoidance of doubt, no KEXIM prepayment fee will be payable in case of a prepayment made under Clause 24.11(b) and/or under Clause 7.6 (Sale or Total Loss) in connection with a Total Loss.

11.4      KEXIM Premium

(a)      The Borrower acknowledges that the KEXIM Lenders benefit from the KEXIM Guarantee once issued and in effect.

(b)      The Borrower and each KEXIM Lender acknowledge and agree that:

(i)       the amounts of the KEXIM Premium will be as set forth in the relevant Fee Letter and will be payable on the dates as specified in that Fee Letter (but, for the avoidance of doubt, no KEXIM Premium or any part thereof is payable on the New Closing Date); and

(ii)      no KEXIM Lender is in any way involved in the calculation or payment (otherwise than as financed in whole or in part pursuant to this Agreement) of any part of the KEXIM Premium.

11.5      K-sure Premium.

Without prejudice to Clause 7.4(b) (Refund of K-sure Premium), the Borrower:

(a)           agrees, and each K-sure Lender acknowledges and agrees, that:

(i)       the amount of any K-sure Premium will be calculated in accordance with the percentage included in the relevant defined term as of Closing Date, but otherwise subject to the terms of the relevant K-sure Insurance Policy and K-sure’s internal regulations; and

(ii)      no K-sure Lender is in any way involved in the calculation or payment (otherwise than as financed in whole or in part pursuant to this Agreement) of any part of any K-sure Premium;

(b)      agrees that their obligation to pay any K-sure Premium or any part of any K-sure Premium in accordance with the relevant K-sure Insurance Policy shall be an absolute and unconditional obligation and, without limitation, shall not be affected by any failure by the Borrower to draw down funds under this Agreement or the prepayment or acceleration of the whole or any part of the Loan;

(c)      acknowledges that it shall pay an amount equivalent to each K-sure Premium (including default interest under the relevant K-sure Insurance Policy) to K-sure on the relevant due date, and no K-sure Premium will be refundable in whole or in part in any circumstances, unless otherwise provided in the relevant K-sure Insurance Policy and Clause 7.4(b) (Refund of K-sure Premium);

(d)      agrees that if, for any reason whatsoever, any additional premium is or becomes payable to K-sure in respect of any K-sure Insurance Policy, the Borrower shall promptly pay such additional premium in full and the Borrower shall fully cooperate with the Administrative Agent and the ECA Agent on their reasonable request to take all steps necessary on the part of the Borrower to ensure that each K-sure Insurance Policy remains in full force and effect throughout the Facility Period; and

(e)      shall indemnify K-sure in relation to any costs or expenses (including reasonable legal fees) suffered or incurred by K-sure in connection with any transfer to K-sure undertaken pursuant to Clause 30.1  (Assignments by the Lenders) or in connection with any review by K-sure of or in relation to any Event of Default and/or amendment or supplement to any of the Finance Documents and/or a request for a consent or approval from K-sure.

SECTION 6 - ADDITIONAL PAYMENT OBLIGATIONS

12       No Set-Off or Tax Deduction; Tax Indemnity; FATCA

12.1   No deductions

All amounts due to each Indemnified Person under a Finance Document shall be paid:

(a)      without any form of set-off, cross-claim or condition; and

(b)      free and clear of any tax deduction except a tax deduction which such Obligor is required by law to make.

12.2     Grossing-up for taxes

If an Obligor is required by law to make a tax deduction from any payment:

(a)      such Obligor shall notify the Administrative Agent as soon as it becomes aware of the requirement;

(b)      such Obligor shall pay the tax deducted to the appropriate taxation authority promptly, and in any event before any fine or penalty arises; and

(c)      except if the deduction is for collection or payment of a Non-indemnified Tax of an Indemnified Person, the amount due in respect of the payment shall be increased by the amount necessary to ensure that each Indemnified Person receives and retains (free from any liability relating to the tax deduction) a net amount which, after the tax deduction, is equal to the full amount which it would otherwise have received.

12.3   Evidence of payment of taxes

Within one (1) month after making any tax deduction, the relevant Obligor shall deliver to the Administrative Agent documentary evidence satisfactory to the Administrative Agent that the tax had been paid to the appropriate taxation authority.

12.4   Tax credits

An Indemnified Person which receives for its own account a repayment or credit in respect of tax on account of which an Obligor has made an increased payment under Clause 12.2  (Grossing-up for taxes) shall pay to such Obligor a sum equal to the proportion of the repayment or credit which such Indemnified Person allocates to the amount due from such Obligor in respect of which such Obligor made the increased payment, provided that:

(a)      such Indemnified Person shall not be obliged to allocate to this transaction any part of a tax repayment or credit which is referable to a class or number of transactions;

(b)      nothing in this Clause 12.4 shall oblige an Indemnified Person to disclose the contents of any tax filings or other confidential information or to arrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time;

(c)      nothing in this Clause 12.4 shall oblige an Indemnified Person to make a payment which would leave it in a worse position than it would have been in if the Obligor had not been required to make a tax deduction from a payment; and

(d)      any allocation or determination made by an Indemnified Person under or in connection with this Clause 12.4 shall be conclusive and binding on each Obligor.

12.5   Indemnity for taxes

The Borrower and each Guarantor hereby indemnifies and agrees to hold each Indemnified Person harmless from and against all taxes other than Non-indemnified Taxes levied on such Indemnified Person (including, without limitation, taxes imposed on any amounts payable under this Clause 12.5) paid or payable by such person, whether or not such taxes or other taxes were correctly or legally asserted. Such indemnification shall be paid within 10 days from the date on which such Indemnified Person makes written demand therefor specifying in reasonable detail the nature and amount of such taxes or other taxes.

12.6   Exclusion from indemnity and gross-up for taxes

The Borrower and each Guarantor shall not be required to indemnify any Indemnified Person for a tax pursuant to Clause 12.5  (Indemnity for taxes), or to pay any additional amounts to any Indemnified Person pursuant to Clause 12.2  (Grossing-up for taxes), to the extent that the tax is collected by withholding on payments (a “Withholding”) and is levied by a Pertinent Jurisdiction of the payer and:

(a)      the person claiming such indemnity or additional amounts was not an original party to this agreement and under applicable law (after taking into account relevant treaties and assuming that such person has provided all forms it may legally and truthfully provide) on the date such person became a party to this Agreement, a Withholding would have been required on such payment, provided that this exclusion shall not apply to the extent such indemnity or additional amounts do not exceed the indemnity or additional amounts that would have been applicable if such payment had been made to the person from whom such person acquired its rights under the Agreement, and this exclusion shall not apply to the extent that such indemnity or additional amounts exceed the indemnity or additional amounts that would have been required under the law in effect on the date such person became a party to this Agreement; or

(b)      the person claiming such indemnity or additional amounts is a Lender which has changed its Lending Office and under applicable law (after taking into account relevant treaties and assuming that such Lender has provided all forms it may legally and truthfully provide) on the date such Lender changed its Lending Office Withholding would have been required on such payment, provided that this exclusion shall not apply to the extent such indemnity or additional amounts do not exceed the indemnity or additional amounts that would have been applicable to such payment if such Lender had not changed its Lending Office, and this exclusion shall not apply to the extent that the indemnity or additional amounts exceed the indemnity or additional amounts that would have been required under the law in effect immediately after such Lender changed its Lending Office; or

(c)      in the case of a Lender, to the extent that Withholding would not have been required on such payment if such Lender had complied with its obligations to deliver certain tax form pursuant to Clause 12.7  (Delivery of tax forms) below.

12.7      Delivery of tax forms

(a)      Upon the reasonable written request of the Borrower, each Lender or transferee that is organized under the laws of a jurisdiction outside the United States (a “Non-U.S. Lender”) shall deliver to the Administrative Agent and the Borrower two properly completed and duly executed copies of (as applicable) IRS Form W-8BEN-E, W-8ECI or W-8IMY or, upon written request of the Borrower or the Administrative Agent, any subsequent versions thereof or successors thereto, in each case claiming such reduced rate (which may be zero) of U.S.

Federal withholding tax under Sections 1441 and 1442 of the Code with respect to payments of interest hereunder as such Non-U.S. Lender may properly claim. In addition, in the case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code, such Non-U.S. Lender shall, when so requested in writing by the Borrower provide to the Administrative Agent and the Borrower in addition to the IRS Form W-8BEN-E required above a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code), and such Non-U.S. Lender agrees that it shall promptly notify the Administrative Agent in the event any representation in such certificate is no longer accurate.

(b)      In the event that Withholding taxes may be imposed under the laws of any Pertinent Jurisdiction (other than the United States or any political subdivision or taxing jurisdiction thereof or therein) in respect of payments on the Loan or other amounts due under this Agreement and if certain documentation provided by a Lender could reduce or eliminate such Withholding taxes under the laws of such Pertinent Jurisdiction or any treaty to which the Pertinent Jurisdiction is a party, then, upon written request by an Obligor, a Lender that is entitled to an exemption from, or reduction in the amount of, such Withholding tax shall deliver to such Obligor (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or promptly after receipt of the Obligor’s request, whichever is later, such properly completed and executed documentation requested by the Obligor, if any, as will permit such payments to be made without withholding or at a reduced rate of withholding; provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s reasonable judgment such completion, execution or delivery would not materially prejudice the legal or commercial position of such Lender.

(c)      Each Lender shall deliver such forms as required in this Clause 12.7 within twenty (20) days after receipt of a written request therefor from the Administrative Agent or the Obligor.

(d)      Notwithstanding any other provision of this Clause 12.7, a Lender shall not be required to deliver any form pursuant to this Clause 12.7 that such Lender is not legally entitled to deliver.

12.8   Application to Hedging Master Agreements

For the avoidance of doubt, Clause 12  (No Set-Off or Tax Deduction; Tax Indemnity; FATCA) does not apply in respect of sums due from any Obligor to a hedge counterparty under or in connection with a Hedging Master Agreement as to which sums the provisions of Section 2(d) (Deduction or Withholding for Tax) of that Hedging Master Agreement shall apply.

12.9      FATCA information

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

(i)       confirm to that other party whether it is a FATCA Exempt Party or is not a FATCA Exempt Party; and

(ii)      supply to the requesting party (with a copy to the Administrative Agent) such other form or forms (including IRS Form W-8BEN-E or Form W-9 or any successor or substitute form, as applicable) and any other documentation and other information relating to its status under FATCA as the requesting party reasonably requests for the purpose of determining whether any payment to such party may be subject to any FATCA Deduction.

(b)      If a FATCA Relevant Party confirms to any other FATCA Relevant Party that it is a FATCA Exempt Party or provides an IRS Form W-8BEN-E or W-9 to show 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 so notify all other FATCA Relevant Parties reasonably promptly.

(c)      Nothing in this Clause 12.9 shall obligate any FATCA Relevant Party to do anything which would or, in its reasonable opinion, might constitute a breach of any law or regulation, any policy of that party, any fiduciary duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided that nothing in this paragraph shall excuse any FATCA Relevant Party from providing a true complete and correct IRS Form W-8 or W-9 (or any successor or substitute form where applicable). Any information provided on such IRS Form W-8 or W-9 (or any successor or substitute forms) shall not be treated as confidential information of such party for purposes of this paragraph.

(d)      If a FATCA Relevant Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with the provisions of this Agreement, or if the provided information is insufficient under FATCA, then such party shall be treated as a FATCA Non-Exempt Party until such time as the party in question provides sufficient confirmation, forms, documentation or other information to establish the relevant facts.

12.10    FATCA withholding

(a)      A FATCA Relevant Party making a payment to any FATCA Non-Exempt Party shall make such FATCA Deduction as it determines is required by law and shall render payment to the IRS within the time allowed and in the amount required by FATCA.

(b)      If a FATCA Deduction is required to be made by any FATCA Relevant Party to a FATCA Non-Exempt Party, the amount of the payment due from such FATCA Relevant Party to such FATCA Non-Exempt Party shall be reduced by the amount of the FATCA Deduction reasonably determined to be required by such FATCA Relevant Party.

(c)      Each FATCA Relevant Party shall promptly upon becoming aware that a FATCA Deduction is required with respect to any payment owed to it (or that there is any change in the rate or basis of a FATCA Deduction) notify each other FATCA Relevant Party accordingly.

(d)      Within thirty days of making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the party making such FATCA Deduction shall deliver to the Administrative Agent for delivery to the party on account of whom the FATCA Deduction was made evidence reasonably satisfactory to that party that the FATCA Deduction has been made or (as applicable) any appropriate payment paid to the IRS.

(e)      A FATCA Relevant Party who becomes aware that it must make a FATCA Deduction in respect of a payment to another FATCA Relevant Party (or that there is any change in the rate or basis of such FATCA Deduction) shall notify that party and the Administrative Agent.

(f)       The Administrative Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Lender which relates to a payment by a Borrower (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Borrower and the relevant Lender.

(g)      If a FATCA Deduction is made as a result of any Finance Party failing to be a FATCA Exempt Party, such party shall indemnify each other Finance Party against any loss, cost or expense to it resulting from such FATCA Deduction.

13       Increased Costs

13.1      Increased Costs

(a)      Subject to Clause 13.3  (Exceptions), the Borrower shall, within three (3) Business Days of a demand by the Administrative Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates which:

(i)       arises as a result of a Change in Law; and/or

(ii)      is a Basel III Increased Cost; and/or

(iii)      is a Reformed Basel III Increased Cost.

(b)      In this Agreement Increased Costs means:

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

(ii)      an additional or increased cost; or

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

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

13.2      Increased Cost claims

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

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

13.3      Exceptions

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

(i)       attributable to a tax deduction required by law to be made by an Obligor;

(ii)      attributable to a FATCA Deduction required to be made by a Party;

(iii)      compensated for by Clause 12.5  (Indemnity for Taxes) (or would have been compensated for under Clause 12.5  (Indemnity for Taxes) but was not so compensated solely because any of the exclusions in Clause 12.5 (Indemnity for Taxes)  applied); or

(iv)     attributable to the willful breach by the relevant Finance Party or its Affiliates of any law or regulation.

14       Other indemnities

14.1      Currency indemnity

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

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

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

that Obligor shall, as an independent obligation, within three (3) Business Days of demand by a Finance Party, indemnify each Finance Party to whom that Sum is due against any Losses arising out of or as a result of the conversion including any discrepancy between (i) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (ii) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

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

14.2      Other indemnities

The Borrower shall (or shall procure that another Obligor will), within three (3) Business Days of demand by a Finance Party or K-sure, indemnify, on an after tax basis, each Finance Party and K-sure (as the case may be) against any Losses (including, without limitation, taxes imposed on any amounts payable under this Clause 14.2) incurred by that Finance Party or K-sure as a result of:

(a)      the occurrence of any Default;

(b)      any information produced or approved by the Borrower being misleading and/or deceptive in any respect;

(c)      any inquiry, investigation, subpoena (or similar order) or litigation with respect to any Obligor or with respect to the transactions contemplated or financed under this Agreement;

(d)      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 35  (Sharing among the Finance Parties);

(e)      funding, or making arrangements to fund, its participation in an Advance requested by the Borrower in a Utilization 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);

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

14.3      Indemnity to the Administrative Agent and the Security Agent

The Borrower shall promptly indemnify the Administrative Agent and the Security Agent against:

(a)      any and all Losses incurred by the Administrative Agent or the Security Agent 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 authorized;

(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 Administrative Agent or the Security Agent, or any of its or their representatives, agents or contractors in connection with any powers conferred by any Finance Document to remedy any breach of any obligations of any Obligor or any manager or charterer of any Ship; and

(b)      any Losses incurred by the Administrative Agent or the Security Agent, (otherwise than by reason of the Administrative Agent’s or the Security Agent’s gross negligence or willful misconduct); or, in the case of Losses pursuant to Clause 36.9  (Disruption to payment systems etc.), notwithstanding the Administrative Agent’s or the Security Agent’s negligence, gross negligence, or any other category of liability whatsoever (except fraud of the Administrative Agent or the Security Agent acting in such capacity under the Finance Documents).

14.4      Indemnity concerning security

(a)      The Borrower shall (or shall procure that another Obligor will) promptly indemnify each Indemnified Person against any and all Losses incurred by it in connection with:

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

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

(iii)      the taking, holding, protection or enforcement of the Security Documents;

(iv)     the exercise or purported exercise of any of the rights, powers, discretions and remedies vested in the Security Agent by the Finance Documents or by law unless and to the extent that it was caused by its gross negligence or willful misconduct; or

(v)      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 that it was caused by its gross negligence or willful misconduct.

(b)      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 paragraph (a) above and Clause 14.3  (Indemnity to the Administrative Agent and the Security Agent) 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.

14.5      KEXIM Indemnity

The Borrower shall promptly indemnify KEXIM and the KEXIM Lenders against any cost, loss or liability incurred by KEXIM and the KEXIM Lenders (acting reasonably) as a result of:

(i)       investigating any event which it reasonably believes is a covered risk (howsoever described) under the KEXIM Guarantee; or

(ii)      exercising any of the rights, powers, discretions or remedies vested in it under the KEXIM Guarantee or by law.

14.6      Interest

Moneys becoming due by the Borrower to any Indemnified Person under the indemnities contained in this Clause 14 or elsewhere in this Agreement shall be paid on demand made by such Indemnified Person and shall be paid together with interest on the sum demanded from the date of demand therefor to the date of reimbursement by the Borrower to such Indemnified Person (both before and after judgment) at the rate referred to in Clause 8.3  (Default interest).

14.7      Continuation of indemnities

The indemnities by the Borrower in favor 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 the Loan, the cancellation of the Total Commitments or the repudiation by the Administrative Agent or the Borrower of this Agreement.

14.8      Exclusion of liability

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 such Indemnified Party’s own gross negligence or willful misconduct. In no event shall any Indemnified Party be responsible or liable for special, indirect or consequential loss or punitive damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether such Administrative Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

14.9      Sanctions Indemnity

(a)      Each Obligor shall indemnify and hold harmless any Finance Party for any and all claims, losses, damages, liabilities, expenses and costs of whatever nature, including reasonable attorneys’ fees and expenses, arising out of such Obligor’s, including its owners, officers, employees, and agents, non-compliance with any Sanctions laws or connected with such noncompliance, incurred by such Finance Party as a result of such Obligor’s violation of its obligations under this Agreement.

(b)      In relation to each Lender that notifies the Administration Agent to this effect (each a Restricted Lender), this Clause 14.9 shall only apply for the benefit of that Restricted Lender

to the extent that the provisions in this Clause 14.9 would not result in (i) any violation of or conflict with Council Regulation (EC) 2271/96 or (ii) a violation of or conflict with section 7 German foreign trade rules (AWV) (Außenwirtschaftsverordnung) or a similar anti-boycott statute.

15       Mitigation by the Lenders

15.1      Mitigation

(a)      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 (No Set-Off or Tax Deduction; Tax Indemnity; FATCA) or Clause 13  (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

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

15.2      Limitation of liability

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

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

16       Costs and expenses

16.1      Transaction expenses

The Obligors shall promptly and within five (5) Business Days of demand from any Finance Party or K-sure pay the Finance Parties or K-sure (i) all amounts in accordance with the Fee Letters, and (ii) the amount of all costs and expenses (including fees, insurance, documented legal fees and out of pocket expenses, and expenses of other consultants and advisers (subject to the proviso below)) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution, syndication, registration and perfection and any release, discharge, termination or reassignment of:

(a)      this Agreement, the Hedging Master Agreements and any other documents referred to in any Finance Document;

(b)      any other Finance Documents executed or proposed to be executed after the New Closing Date including any executed to provide additional security under Clause 24  (Minimum security value); or

(c)      any Security Interest expressed or intended to be granted by a Finance Document;

Provided that, subject to a separate agreement (already in place on the date of this Agreement) between the Borrower and the Administrative Agent, the Borrower is not responsible for legal fees or other expenses of  consultants and advisors (including legal consultants) which have been unreasonably and unnecessarily incurred by any of the Lenders outside common market practice.

16.2      Amendment costs

If an Obligor requests an amendment, waiver or consent, the Borrower shall, within five (5) Business Days of demand by the Administrative Agent or K-sure, reimburse the Administrative Agent or K-sure for the amount of all costs and expenses (including reasonable fees, documented costs and expenses of legal advisers and insurance and other consultants and advisers) reasonably incurred by the Administrative Agent and the Security Agent or K-sure in responding to, evaluating, negotiating or complying with that request or requirement.

16.3      Enforcement and preservation costs

The Borrower shall within five (5) Business Days of demand by a Finance Party or K-sure pay to each Finance Party or K-sure the amount of all reasonable costs and expenses (including fees, documented costs and expenses of legal advisers and insurance and other consultants, brokers, surveyors and advisers) incurred by that Finance Party or K-sure in connection with:

(a)      the enforcement of, or the preservation of any rights under, any Finance Document and the K-sure Insurance Policies and any proceedings initiated by or against any Indemnified Person and as a consequence of holding the Collateral 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 24  (Minimum security value); or

(c)      any inspection carried out under Clause 22.7  (Inspection and notice of drydockings) or any survey carried out under Clause 22.16  (Survey report), in each case limited to once per year per Ship provided no Event of Default has occurred and is continuing.

SECTION 7 - REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

17       Representations

Each Obligor makes and repeats the representations and warranties set out in this Clause 17 to each Finance Party at the times specified in Clause 17.36 (Times when representations are made).

17.1      Status

(a)      Each Obligor is duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation as a corporation or limited liability company.

(b)      Each Obligor has the power and authority to carry on its business as it is now being conducted and to own its property and other assets.

17.2      Binding obligations

Subject to the Legal Reservations, the obligations expressed to be assumed by each Obligor in each Transaction 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.

17.3      Power and authority

(a)      Each Obligor has the power and authority to enter into, perform and deliver and comply with its obligations under, and has taken all necessary action to authorize its entry into, each Transaction Document to which it is or is to be a party.

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

17.4      Non-conflict

The entry into and performance by each Obligor of, and the transactions contemplated by, each Transaction Document 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 or any other Obligor’s assets, or constitute a default or termination event (however described) under any such agreement or instrument or result in the creation of any Security Interest (save for a Permitted Maritime Lien or under a Security Document) on any Obligor’s assets, rights or revenues.

17.5      Validity and admissibility in evidence

(a)      All authorizations required or necessary:

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

(ii)      to make each Transaction Document to which it is a party admissible in evidence in its Pertinent Jurisdiction; and

(iii)      to ensure that each of the Security Interests created under the Security Documents has the priority and ranking contemplated by therein,

have been obtained or effected and are in full force and effect.

(b)      All authorizations necessary for the conduct of the ordinary course of business of each Obligor have been obtained or effected and are in full force and effect if failure to obtain or effect those authorizations might result in a Material Adverse Change.

17.6      Governing law and enforcement

(a)      The choice of New York law or any other applicable law as the governing law of any Transaction Document should be recognized and enforced in each Obligor’s jurisdiction of incorporation or formation.

(b)      Any judgment obtained in a New York court of proper jurisdiction against an Obligor in respect of a Finance Document should be recognized and enforced in each Obligor’s jurisdiction of incorporation or formation subject to any statutory or other conditions or limitations of such jurisdiction.

17.7      Information

(a)      To the best of any Obligor’s knowledge, all written Information was true and accurate in all material respects at the time it was given or made.

(b)      To the best of any Obligor’s knowledge, there are no facts or circumstances or any other information which could make the Information incomplete, untrue, inaccurate or misleading in any material respect.

(c)      To the best of any Obligor’s knowledge, the Information does not omit anything which could make the Information incomplete, untrue, inaccurate or misleading in any material respect.

(d)      All 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 inquiry and consideration and were believed to be reasonable by the person who provided that Information as at the date it was given or made to the extent that they have been provided directly by an Obligor.

(e)      For the purposes of this Clause 17.7, “Information” means: any information provided by any Obligor or, with respect to the Borrower, any other entity required to be treated as a subsidiary in its consolidated accounts in accordance with GAAP and/or any applicable law to any Finance Party in connection with the Transaction Documents or the transactions referred to in them.

17.8      Original Financial Statements

(a)      The Original Financial Statements are an accurate and fair representation in all material respects of the financial condition, result of operations and cash flows of the Obligors, on a consolidated basis, and were prepared in accordance with GAAP; and

(b)      There has been no Material Adverse Change since the date of the Original Financial Statements.

17.9      Pari passu ranking

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.

17.10    Ranking and effectiveness of security

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 Collateral 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.

17.11    No insolvency

No Insolvency Event or creditors’ process described in Clause 28.10  (Creditors’ process) has been taken or, to the knowledge of any Obligor, threatened in relation to any Obligor or any Subsidiary of any Obligor, and none of the circumstances described in Clause 28.8  (Insolvency) applies to any Obligor or any Subsidiary of any Obligor.

17.12    No Default

(a)      No Default is continuing or is reasonably likely to result from the making of any Utilization or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

(b)      No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, a determination having been made 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 any Subsidiary of any Obligor, or to which any Obligor’s or any of its Subsidiaries’ assets are subject, which might result in a Material Adverse Change.

17.13    No proceedings pending or threatened

(a)      No litigation, arbitration or administrative, regulatory or criminal proceedings or investigations of, or before, any court, arbitral body or agency have been started or (to the best of any Obligor’s knowledge and belief having made due and careful inquiries) threatened against any Upstream Guarantor or the Borrower.

(b)      No litigation, arbitration or administrative, regulatory or criminal proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined are reasonably likely to result in a Material Adverse Change, have, to the best of any Obligor’s knowledge and belief having made due and careful inquiries, been started or threatened against the Facility Guarantor.

17.14    No breach of laws

(a)      No Obligor or, to the best of such Obligor’s knowledge, Subsidiary of any Obligor has breached in any respect any law or regulation, which breach has or is reasonably likely to result in a Material Adverse Change.

(b)      No labor dispute is current or, to the best of any Obligor’s knowledge and belief (having made due and careful inquiry), threatened against any Obligor or Subsidiary of any Obligor which might result in a Material Adverse Change.

17.15    Environmental matters

(a)      To the best of any Obligor’s knowledge, no Environmental Law applicable to any Ship and/or any Obligor has been violated.

(b)      To the extent applicable to any Ship, all consents, licenses and approvals required under such Environmental Laws have been obtained and are currently in force.

(c)      No Environmental Claim has been made or, to the best of any Obligor’s knowledge is threatened or is pending against any Obligor, any Subsidiary of the Obligors or any Ship and there has been no Environmental Incident which has given or might give rise to such a claim.

17.16    Taxes

(a)      All payments which an Obligor is liable to make under the Finance Documents to which it is a party can properly be made without deduction or withholding for or on account of any tax payable under any law of any Pertinent Jurisdiction applicable as of the Original Closing Date (with respect to the Delivery Term Facility) or the New Closing Date (with respect to the New Facilities) excluding any FATCA Deduction, and provided that each Lender provides a form described in Clause 12.7 claiming a zero percent U.S. Federal withholding tax rate.

(b)      Each Obligor has timely filed or has caused to be filed all tax returns and other reports that it is required by law or regulation to file in any Pertinent Jurisdiction, and has paid or caused to be paid all taxes, assessments and other similar charges that are due and payable in any Pertinent Jurisdiction, other than taxes and charges:

(i)       which (A) are not yet due and payable or (B) are being contested in good faith by appropriate proceedings and for which adequate reserves have been established and as to which such failure to have paid such tax does not create any risk of sale, forfeiture, loss, confiscation or seizure of a Ship or of criminal liability; or

(ii)      the non-payment of which could not reasonably be expected to have a Material Adverse Change on the financial condition of such Obligor.

(c)      The charges, accruals, and reserves on the books of each Obligor respecting taxes are adequate in accordance with GAAP.

(d)      No material claim for any tax has been asserted against an Obligor by any Pertinent Jurisdiction or other taxing authority other than claims that are included in the liabilities for taxes in the most recent balance sheet of such person or disclosed in the notes thereto, if any.

(e)      The execution, delivery, filing and registration or recording (if applicable) of the Finance Documents and the consummation of the transactions contemplated thereby will not cause any of the Finance Parties to be required to make any registration with, give any notice to, obtain any license, permit or other authorization from, or file any declaration, return, report or other document with any governmental authority in any Pertinent Jurisdiction.

(f)       No taxes are required by any governmental authority in any Pertinent Jurisdiction to be paid with respect to or in connection with the execution, delivery, filing, recording, performance or enforcement of any Finance Document.

(g)      The execution, delivery, filing, registration, recording, performance and enforcement of the Finance Documents by any of the Finance Parties will not cause such Finance Parties to be subject to taxation under any law or regulation of any governmental authority in any Pertinent Jurisdiction of any Obligor.

(h)      It is not necessary for the legality, validity, enforceability or admissibility into evidence of this Agreement or any other Finance Document that any stamp, registration or similar taxes be paid on or in relation to this Agreement or any of the other Finance Documents.

17.17    Security and Financial Indebtedness

(a)      No Security Interest exists over all or any of the present assets of the Borrower or any Upstream Guarantor (except for any Permitted Security Interests).

(b)      Neither the Borrower nor any Upstream Guarantor has any Financial Indebtedness outstanding in breach of this Agreement.

17.18    Ship status

Each Mortgaged Ship is:

(a)      registered in the name of the relevant Upstream Guarantor 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 overdue requirements and recommendations of the relevant Classification Society; and

(d)      insured in the manner required by the Finance Documents.

17.19    Legal and beneficial ownership

(a)      Each Obligor is the sole legal and beneficial owner of the respective assets over which it purports to grant a Security Interest under the Security Documents.

(b)      The Borrower is a wholly-owned subsidiary of the Facility Guarantor.

(c)      Each Upstream Guarantor is a wholly-owned subsidiary of the Borrower.

17.20    Shares

(a)      All of the Equity Interests of the Borrower and each Upstream Guarantor have been validly issued, are fully paid, non-assessable and free and clear of all Security Interests other than Permitted Security Interests.

(b)      None of the Equity Interests of the Borrower or any Upstream Guarantor are subject to any existing option, warrant, call, right, commitment or other agreement of any character to which the Borrower or any Upstream Guarantor is a party requiring, and there are no Equity Interests of the Borrower or any Upstream Guarantor outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional Equity Interests of the Borrower or any Upstream Guarantor or other Equity Interests convertible into, exchangeable for or evidencing the right to subscribe for or purchase Equity Interests of the Borrower or any Upstream Guarantor.

17.21    Accounting Reference Date

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

17.22    No adverse consequences

(a)      To the best of any Obligor’s knowledge, it is not necessary under the laws of any Obligor’s jurisdiction of incorporation or formation:

(i)       in order to enable any Finance Party to enforce its rights under any Finance Document; or

(ii)      by reason of the execution of any Finance Document or the performance by any Obligor of its obligations under any Finance Document to which it is, or is to be, a party,

that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of such jurisdiction.

(b)      To the best of any Obligor’s knowledge, no Finance Party is or will be deemed to be resident, domiciled or carrying on business in any Pertinent Jurisdiction by reason only of the execution, performance and/or enforcement of any Finance Document.

17.23    Copies of documents

The copies of those Transaction Documents which are not Finance Documents and the Constitutional Documents of the Obligors delivered to the Administrative Agent under Clause 4  (Conditions of Utilization) 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 and no other agreements or arrangements exist between any of the parties to those Transaction Documents which would materially affect the transactions or arrangements contemplated by them or modify or release the obligations of any party under them.

17.24    No breach of Charter Documents

No Obligor nor to the best of any Obligor’s knowledge and belief any other person is in breach of any Charter Document to which it is a party nor has anything occurred which entitles or may entitle any party to rescind or terminate it or decline to perform their obligations under it.

17.25    No immunity

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

17.26    Ship’s employment

Except as otherwise specified in this Agreement, each Mortgaged Ship:

(a)      if applicable, has been delivered and accepted for service, under its Long Term Charter;

(b)      if applicable, is employed in the Approved Pooling Arrangement or such other pooling arrangement approved by the Required Lenders, such approval not to be unreasonably withheld or delayed; and

(c)      is free of any charter commitment which, if entered into after that date, would require approval under the Finance Documents.

17.27    Rebates; commissions

There are no rebates, commissions or other payments to the Obligors in connection with any Acceptable Charter other than those referred to in it.

17.28    Compliance

Each Ship and the person responsible for its operation are in compliance with all requirements of the ISM Code and the ISPS Code.

17.29    Employees

As of the New Closing Date, neither the Borrower nor any Upstream Guarantor has any employees.

17.30    ERISA Compliance

(a)      Except for those that would not, in the aggregate, reasonably be expected to have a Material Adverse Change, (i) each Benefit Plan and Foreign Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other requirements of law, (ii) there are no pending (or to the knowledge of any Obligor, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan or Foreign Benefit Plan, (iii) no ERISA Event is reasonably expected to occur, and (iv) no Foreign Benefit Plan has any unfunded liability that is not accrued for to the extent required under generally accepted accounting principles in the appropriate financial statements.

(b)      On the New Closing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding or could reasonably be expected to result in liability to any Obligor or any of its Subsidiaries in excess of $500,000.

17.31    No Money Laundering

Each Obligor is acting for its own account in relation to the Loan and in relation to the performance and the discharge of its respective obligations and liabilities under the Finance Documents and the transactions and other arrangements effected or contemplated by the Finance Documents to which such Obligor is a party (including, without limitation, the borrowing by the Borrower of the Loan), and, to the best of its knowledge and to the extent applicable to such Obligor, the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure which has been implemented to combat Money Laundering or similar legislation in other jurisdictions.

17.32    Anti-Bribery and Corruption Laws

(a)      To the knowledge of each Obligor, it and each Subsidiary of the Obligors have conducted and are conducting their businesses in compliance with Anti-Bribery and Corruption Laws.

(b)      To the knowledge of each Obligor, it and each Subsidiary of the Obligors have instituted and maintained systems, controls, policies and procedures designed to:

(i)       to prevent and detect incidences of bribery and corruption; and

(ii)      to promote and achieve compliance with Anti-Bribery and Corruption Laws including, but not limited to, ensuring thorough and accurate books and records, and utilization of commercially reasonable efforts to ensure that Affiliates acting on behalf of the Obligor or its Subsidiaries shall act in compliance with Anti-Bribery and Corruption Laws.

(c)      To the knowledge of each Obligor, neither any Obligor nor any of their Subsidiaries, is (or ought reasonably to be) aware, that any of their respective directors, officers, employees or agents has:

(i)       directly or indirectly, made, offered to make, promised to make or authorized the offer, payment, or giving of, any value, including a financial or other advantage for an improper purpose within the meaning of, the Anti-Bribery and Corruption Laws;

(ii)      directly or indirectly used any corporate funds for any contribution, gift, entertainment or other expense relating to political office or activity in violation of the Anti-Bribery and Corruption Laws;

(iii)      made any direct or indirect payment or transfer of value to any public official or any company employee from corporate funds in violation of Anti-Bribery and Corruption Laws;

(iv)     received directly or indirectly any bribe, rebate, payoff, influence payment, kickback or other payment or  transfer of value prohibited under Anti-Bribery and Corruption Laws; or

(v)      been or is subject to any litigation, arbitration or administrative, regulatory or criminal proceedings or investigation with regard to any actual or alleged unlawful payment, improper transfer of value or other violation of Anti-Bribery and Corruption Laws.

(d)      No Obligor nor any of their Subsidiaries will directly or indirectly use the proceeds of the Facilities for any purpose which would be in violation of the Anti-Bribery and Corruption Laws.

(e)      Upon reasonable belief that any Obligor or Subsidiary thereof may have violated its representations, warranties, or covenants contained in this Clause 17.32, any Lender may instigate an audit of the Obligor or Subsidiary on not less than seven (7) days’ notice.  Any Obligor or Subsidiary receiving such notice shall provide reasonable assistance in such audit, including, but not limited to, making all requested books, records, accounts, and personnel requested reasonably available to those conducting the audit.

17.33    Sanctions

No Obligor:

(a)      is a Restricted Person;

(b)      is owned or controlled by or acting directly or, to the best of its knowledge, indirectly on behalf of or for the benefit of, a Restricted Person;

(c)      owns or controls a Restricted Person; or

(d)      has a Restricted Person serving as a director, officer or, to the best of its knowledge, employee.

17.34    No other material events or facts

Without prejudice to the generality of Clause 17.7  (Information), there are no other material events, circumstances or facts (political, commercial or otherwise), to any Obligor’s knowledge, which may give rise to any loss or claim under any K-sure Insurance Policy or the KEXIM Guarantee.

17.35    Defense

Any claim or defense that the Obligor may have or hold in respect of the Transaction Documents shall not affect its payment obligations under the Finance Documents and that any claim or defense that any Obligor may have or hold in respect of any Transaction Document or against any of the parties thereto or any dispute arising in connection with a Transaction Document among the parties thereto, shall not affect its payment obligations under the Finance Documents.

17.36    Times when representations are made

(a)      All of the representations and warranties set out in this Clause 17 (other than Ship Representations) are deemed to be made on the dates of:

(i)       the New Closing Date;

(ii)      the Restatement Effective Date;

(iii)      each Utilization Request; and

(iv)     each Utilization.

(b)      The Repeating Representations are deemed to be repeated on the first day of each Interest Period.

(c)      All of the Ship Representations are deemed to be made and repeated on the New Closing Date and on the Restatement Effective Date.

(d)      Each representation or warranty deemed to be made after the New Closing Date 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 (and with respect to Clause 17.8  (Original Financial Statements), such representation or warranty shall be deemed to be repeated with reference to the most recent Annual Financial Statements or, as the case may be, semi-annual Financial Statements delivered under Clause 18.1  (Financial statements)).

18       Information undertakings

The Facility Guarantor undertakes that this Clause 18 will be complied with throughout the Facility Period.

In this Clause 18:

Facility Guarantor’s Annual Financial Statements means the consolidated audited financial statements of the Facility Guarantor for that financial year delivered pursuant to Clause 18.1  (Financial statements).

Facility Guarantor’s Quarterly Financial Statements means the consolidated unaudited financial statements of the Facility Guarantor for that fiscal quarter delivered pursuant to Clause 18.1  (Financial statements).

18.1      Financial statements

(a)      Whether or not the Facility Guarantor is then subject to Sections 13(a) or 15(d) of the Exchange Act, the Facility Guarantor shall prepare and deliver to the Administrative Agent:

(i)       as soon as reasonably practicable and in any event within 120 days after the Accounting Reference Date, an annual report on Form 10-K (or any successor form) containing the Facility Guarantor’s Annual Financial Statements and other information required to be contained therein for the immediately preceding fiscal year (including a balance sheet and a statement of profit and loss and cash flow for such fiscal year);

(ii)      as soon as reasonably practicable and in any event within 45 days after the end of each fiscal quarter (except for the fourth fiscal quarter), quarterly reports on Form 10-Q (or any successor form) containing the Facility Guarantor’s Quarterly Financial Statements for and as of the end of such fiscal quarter;

(iii)      a Compliance Certificate together with the quarterly reports that the Facility Guarantor delivers in (ii) above;

(iv)     prior to each financial year, a consolidated budget (consisting of a profit and loss statement, a cash flow statement and a balance sheet for the upcoming financial year) with respect to the Facility Guarantor; and

(v)      such further relevant financial information (including without limitation fleet employment, operating expenses and debt levels per Ship, subject always to the confidentially restrictions of the charterparty agreements relating to any such Ship, such confidentiality restrictions being subject always to requirements of United States securities laws for disclosure) as may be reasonably requested by the Administrative Agent, each to be in such form as the Administrative Agent may reasonably request;

provided that the Facility Guarantor will be deemed to have furnished to the Administrative Agent such reports and information referred to in (i) and (ii) above if the Facility Guarantor has filed such reports and information with the SEC via the ▇▇▇▇▇ system (or any successor system) and such reports and information are publicly available.

18.2      Provision and contents of Compliance Certificate and Sustainability Certificate

(a)      The Facility Guarantor shall deliver a Compliance Certificate to the Administrative Agent within three (3) Business Days of delivery of each set of the Facility Guarantor’s Annual Financial Statements and the Facility Guarantor’s Quarterly Financial Statements, as applicable.

(b)      Each Compliance Certificate shall, among other things, set out (in reasonable detail) computations as to compliance with Clause 19  (Financial Covenants).

(c)      Each Compliance Certificate shall be signed by the chief financial officer of the Facility Guarantor or, in his or her absence, by the chief executive officer of the Facility Guarantor, as applicable.

(d)      Beginning in calendar year 2021, the Facility Guarantor shall prepare and deliver to the Administrative Agent, as soon as reasonably practicable and in any event within 120 days after the end of each calendar year, a Sustainability Certificate for the prior calendar year.  For the avoidance of doubt, calendar year 2020 shall be the first year to be measured; provided that if the Borrower fails to deliver a Sustainability Certificate, no Default or Event of Default will result from such failure to deliver such Sustainability Certificate.

18.3      Requirements as to financial statements

(a)      The Facility Guarantor shall procure that each set of the Facility Guarantor’s Annual Financial Statements and the Facility Guarantor’s Quarterly Financial Statements includes a profit and

loss account, a balance sheet and a cash flow statement and that, in addition each set of the Facility Guarantor’s Annual Financial Statements shall be audited by the Auditors.

(b)      Each set of the Facility Guarantor’s Annual Financial Statements and the Facility Guarantor’s Quarterly Financial Statements shall be supplemented, to the extent required by GAAP, by up to date details of any time-charter hire commitments and all off balance sheet commitments.

(c)      Each set of financial statements delivered pursuant to Clause 18.1  (Financial statements) shall:

(i)       accurately and fairly represent the financial condition, result of operations and cash flows of the Facility Guarantor in all material respects, and be prepared in accordance with GAAP; and

(ii)      in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.

(d)      The Facility Guarantor shall procure that each set of financial statements delivered pursuant to Clause 18.1  (Financial statements) shall be prepared using accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

18.4      Information: miscellaneous

The Borrower shall supply to the Administrative Agent:

(a)      following the occurrence of an Event of Default, copies of all documents dispatched by any Obligor to its creditors generally (or any class of them);

(b)      promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Obligor or any Subsidiary of any Obligor;

(c)      promptly, such information as the Administrative Agent may reasonably require about the Collateral and compliance of the Obligors or any manager or charterer of any Ship; and

(d)      promptly on request, such further information regarding the financial condition, assets and operations of the Borrower and/or any other Obligor (including, without limitation, any information regarding each individual Ship’s, the Obligors’, or the Borrower’s Subsidiaries’ cash flow forecasts) as any Finance Party through the Administrative Agent may reasonably request.

18.5      Notification of Default

(a)      The Borrower shall notify the Administrative Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon the Borrower or any Obligor becoming aware of its occurrence (unless the Borrower or that Obligor is aware that a notification has already been provided to the Administrative Agent).

(b)      Promptly upon a request by the Administrative Agent, the Borrower shall supply to the Administrative Agent a certificate signed by a director or officer of the Facility Guarantor on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

18.6      “Know your customer” checks

(a)      If:

(i)       the existing law; the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the New Closing Date;

(ii)      any change in the status of an Obligor or the composition of the shareholders or members of an Obligor after the New Closing Date; or

(iii)      a proposed assignment by a Lender or a Swap Bank of any of its rights under this Agreement or any Hedging Contract to a party that is not already a Lender or a Swap Bank prior to such assignment,

obliges the Administrative Agent, the relevant Swap Bank or any Lender (or in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Administrative Agent or any Lender or any Swap Bank supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Administrative Agent (for itself or on behalf of any Lender or any Swap Bank) or any Lender or any Swap Bank (for itself or, in the case of the event described in paragraph (iii) above, any prospective new Lender or Swap Bank) in order for the Administrative Agent, such Lender or such Swap Bank or, in the case of the event described in paragraph (iii) above, any prospective new Lender or Swap Bank to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

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

18.7      Poseidon Principles

The Borrower shall, upon the request of any Lender which is a signatory to the Poseidon Principles at the time of such request, on or before July 31 in each calendar year, supply or procure the supply to the Administrative Agent (for transmission to all Lenders) the Average Efficiency Ratio (AER) and Fleet Carbon Intensity Certificate prepared by a Recognized Organization (as such terms are defined in the Sustainability Pricing Adjustment Schedule) and relevant Statement(s) of Compliance in order for such Lender to comply with its obligations under the Poseidon Principles in respect of the preceding calendar year, in each case relating to each Mortgaged Ship for the preceding calendar year, provided that no Lender shall publicly disclose such information with the identity of the relevant Mortgaged Ship without the prior written consent of the Borrower and, for the avoidance of doubt, such information shall be confidential information for purposes of Clause 30.8 (Disclosure of Information) but the Borrower acknowledges that, in accordance with the Poseidon Principles, such information will form part of the information published regarding the applicable Lender’s portfolio climate alignment.

19       Financial Covenants

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

19.1      Financial definitions

(a)         At all times prior to the New Financial Covenants Effective Date:

Cash Equivalents means:

(a)      securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof);

(b)      time deposits, certificates of deposit or deposits in the interbank market of any commercial bank of recognized standing organized under the laws of the United States of America, any state thereof or any foreign jurisdiction having capital and surplus in excess of $500,000,000; and

(c)      such other securities or instruments as the Required Lenders shall agree in writing.

Consolidated EBITDA means, for any accounting period, the consolidated net income of the Facility Guarantor for that accounting period:

(a)      plus, to the extent deducted in computing the net income of the Facility Guarantor for that accounting period, the sum, without duplication, of:

(i)       all federal, state, local and foreign income taxes and tax distributions;

(ii)      Consolidated Net Interest Expense;

(iii)     depreciation, depletion, amortization of intangibles and other non-cash charges or non-cash losses (including non-cash compensation expense, non-cash transaction expenses and the amortization of debt discounts) and any extraordinary losses not incurred in the ordinary course of business;

(iv)     expenses incurred in connection with a special or intermediate survey of a Ship during such period;

(v)      any drydocking expenses; and

(vi)     expenses incurred by the Facility Guarantor prior to the date of Amendment No. 3 in connection with the BW LPG Acquisition Attempt and disclosed on Schedule 13 (Expenses incurred in connection with the BW LPG Acquisition Attempt); and

(b)      minus, to the extent added in computing the consolidated net income of the Facility Guarantor for that accounting period, (i) any non-cash gains, (ii) any extraordinary gains on asset sales not incurred in the ordinary course of business, (iii) the effect of the termination of the interest rate swaps executed on November 2, 2016 and (iv) all fees and expenses incurred in connection with Amendment No. 2 including any fees set forth therein.

Consolidated Funded Debt means, for any accounting period, the sum of the following for the Facility Guarantor determined (without duplication) on a consolidated basis for such period and in accordance with GAAP consistently applied:

(a)      all Financial Indebtedness; and

(b)      all obligations to pay a specific purchase price for goods or services (other than vessel newbuildings) whether or not delivered or accepted (including take-or-pay and similar

obligations) which in accordance with GAAP would be shown on the liability side of a balance sheet;

provided that balance sheet accruals for future drydock expenses shall not be classified as Consolidated Funded Debt.

Consolidated Liquidity means, on a consolidated basis, the sum of (a) cash and (b) Cash Equivalents, in each case held by the Facility Guarantor on a freely available and unencumbered basis, provided that (1) cash and Cash Equivalents shall at all times be deemed to include cash held in the Earnings Accounts, (2) at all times prior to and through the date falling on the first anniversary of the date of Amendment No. 2, unless the Facility Guarantor completes a transaction or transactions constituting an Approved Equity Offering, cash and Cash Equivalents shall be deemed to include (x) all cash amounts on the balance sheet of the Facility Guarantor (excluding $6,000,000 pledged pursuant to the terms of the RBS Facility Agreement until such time as such amount is released to the Facility Guarantor or any of its Subsidiaries in which case it shall be included as cash for the purposes of this calculation), and (y) all cash held in accounts by Helios LPG Pool LLC attributable to the vessels owned directly or indirectly by the Obligors or their Subsidiaries, and (3) for the purposes of the calculation and testing set forth in Clause 19.2(a)(i)(B)(2) (Financial Condition), all cash held in accounts by Helios LPG Pool LLC attributable to the vessels owned directly or indirectly by the Obligors or their Subsidiaries shall at all times be included as cash.

Consolidated Net Debt means Consolidated Funded Debt less Consolidated Liquidity.

Consolidated Net Interest Expense means the aggregate of all interest on Financial Indebtedness that is due from the Facility Guarantor and all of its subsidiaries during the relevant accounting period less (i) interest income received and (ii) amortization of deferred charges and arrangement fees, determined on a consolidated basis in accordance with GAAP and as shown in the consolidated statements of income for the Facility Guarantor.

Consolidated Tangible Net Worth means, on a consolidated basis, the total shareholders’ equity (including retained earnings) of the Facility Guarantor, minus goodwill and other non-tangible items.

Consolidated Total Capitalization means Consolidated Tangible Net Worth plus Consolidated Funded Debt.

Current Assets shall be determined in accordance with GAAP and as stated in the then most recent Accounting Information, but shall also include long-term restricted cash.

Current Liabilities shall be determined in accordance with GAAP and as stated in the then most recent Accounting Information, but shall exclude (i) balloon payments due at maturity under this and other credit facilities to which the Facility Guarantor is a party and (ii) at all times prior to and through March 31, 2019, any amounts booked as current portion of long-term debt (as determined in accordance with GAAP).

(b)         At all times from and including the New Financial Covenants Effective Date:

Cash Equivalents means:

(a)      securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof);

(b)      time deposits, certificates of deposit or deposits in the interbank market of any commercial bank of recognized standing organized under the laws of the United States of America, any state thereof or any foreign jurisdiction having capital and surplus in excess of $500,000,000;

(c)      commercial paper issued by any person incorporated in the United States of America rated at least A-1 or the equivalent thereof by Standard & Poor or at least P-1 or the equivalent thereof by ▇▇▇▇▇’▇, and in each case maturing not more than one year after the date of acquisition; and

(d)      such other securities or instruments as the Required Lenders shall agree in writing.

Consolidated EBITDA means, for any accounting period, the consolidated net income of the Facility Guarantor for that accounting period:

(a)      plus, to the extent deducted in computing the net income of the Facility Guarantor for that accounting period, the sum, without duplication, of:

(i)       all federal, state, local and foreign income taxes and tax distributions;

(ii)      Consolidated Net Interest Expense;

(iii)      depreciation, depletion, amortization of intangibles and other non-cash charges or non-cash losses (including non-cash compensation expense, non-cash transaction expenses and the amortization of debt discounts) and any extraordinary losses not incurred in the ordinary course of business;

(iv)     expenses incurred in connection with a special or intermediate survey of a Ship during such period;

(v)      any drydocking expenses;

(vi)     fees and expenses incurred in connection with the termination of the swap agreement, dated October 21, 2015, made among Commonwealth Bank of Australia Ltd. and the Borrower; and

(vii)     fees and expenses incurred in connection with this Agreement; and

(b)      minus, to the extent added in computing the consolidated net income of the Facility Guarantor for that accounting period, (i) any non-cash gains and (ii) any extraordinary gains on asset sales not incurred in the ordinary course of business.

Consolidated Funded Debt means, for any accounting period, the sum of the following for the Facility Guarantor determined (without duplication) on a consolidated basis for such period and in accordance with GAAP consistently applied:

(a)      all Financial Indebtedness; and

(b)      all obligations to pay a specific purchase price for goods or services (other than vessel newbuildings and right of use liabilities) whether or not delivered or accepted (including take-or-pay and similar obligations) which in accordance with GAAP would be shown on the liability side of a balance sheet;

provided that balance sheet accruals for future drydock expenses shall not be classified as Consolidated Funded Debt.

Consolidated Liquidity means, on a consolidated basis, the sum of (a) cash and (b) Cash Equivalents, in each case held by the Facility Guarantor on a freely available and unencumbered basis.

Consolidated Net Debt means Consolidated Funded Debt less Consolidated Liquidity.

Consolidated Net Interest Expense means the aggregate of all interest on Financial Indebtedness that is due from the Facility Guarantor and all of its subsidiaries during the relevant accounting period less (i) interest income received and (ii) amortization of deferred charges and arrangement fees, determined on a consolidated basis in accordance with GAAP and as shown in the consolidated statements of income for the Facility Guarantor.

Consolidated Tangible Net Worth means, on a consolidated basis, the total shareholders’ equity (including retained earnings) of the Facility Guarantor, minus goodwill and other non-tangible items.

Consolidated Total Capitalization means Consolidated Tangible Net Worth plus Consolidated Funded Debt.

Current Assets shall be determined in accordance with GAAP and as stated in the then most recent Accounting Information, but shall also include long-term restricted cash.

Current Liabilities shall be determined in accordance with GAAP and as stated in the then most recent Accounting Information, but shall exclude (i) balloon payments due at maturity under this and other credit facilities to which the Facility Guarantor is a party and (ii) any amounts booked as current portion of long-term debt (as determined in accordance with GAAP).

19.2      Financial condition

(a)      At all times prior to the New Financial Covenants Effective Date, the Facility Guarantor shall ensure that:

(i)       Minimum Liquidity: (A) Prior to the Facility Guarantor completing a transaction or transactions constituting an Approved Equity Offering, Consolidated Liquidity shall at all times be maintained in an amount at least equal to $40,000,000, of which an amount at least equal to the applicable Minimum Earnings Account Balance for the relevant period shall be held in an Earnings Account pursuant to Clause 25.1 (Earnings Accounts); and

(B) If the Facility Guarantor completes a transaction or transactions constituting an Approved Equity Offering, (1) Consolidated Liquidity shall at all times thereafter be at least equal to the applicable Minimum Earnings Account Balance pursuant to subsection (d) of such definition and such Minimum Earnings Account Balance shall be held in an Earnings Account pursuant to Clause 25.1 (Earnings Accounts), and (2) if such Minimum Earnings Account Balance is, due to the sale of a Ship or Ships, less than $20,000,000, then the Facility Guarantor shall ensure that Consolidated Liquidity be, at the end of each fiscal quarter, at least equal to $1,100,000 for each vessel indirectly or directly owned or chartered in (as determined in accordance with GAAP) by the Obligors or their Subsidiaries, such amount to include, inter alia, all cash held in accounts by Helios LPG Pool LLC attributable to the vessels owned directly or indirectly by the Obligors or their Subsidiaries.

Notwithstanding the foregoing, prior to and through the date falling on the first anniversary of the date of Amendment No. 2, the Facility Guarantor shall have five (5) Business days in which to cure any breach of this Clause 19.2(a)(i) (Financial Condition) with respect only to amounts not required to be held in Earnings Accounts.

Notwithstanding the foregoing, if the ratio of Consolidated EBITDA to Consolidated Net Interest Expense maintained by the Facility Guarantor is less than 2.50 at any time or times during the period beginning on and including June 30, 2019 and ending on and including March 31, 2020, Consolidated Liquidity shall at such time or times be

maintained in an amount at least equal to $47,500,000, of which an amount at least equal to the applicable Minimum Earnings Account Balance for the relevant period shall be held in an Earnings Account pursuant to Clause 25.1 (Earnings Accounts);

(ii)      Maximum Leverage: At all times it maintains a ratio of Consolidated Net Debt to Consolidated Total Capitalization of not more than 0.60 to 1.00;

(iii)      Minimum Interest Coverage: It maintains a ratio of Consolidated EBITDA to Consolidated Net Interest Expense of greater than or equal to: (i) 2.00 at all times from June 30, 2019 through March 31, 2020 and (ii) 2.50 from April 1, 2020 and at all times thereafter;

(iv)     Minimum Stockholder’s Equity: At all times it maintains, on a consolidated basis, minimum stockholder’s equity equal to the aggregate of (i) $400,000,000, (ii) 50% of any new equity raised after the Original Closing Date and (iii) 25% of the positive net income for the immediately preceding financial year; and

(v)      Current Assets divided by Current Liabilities: At all times it maintains, on a consolidated basis, a ratio of Current Assets to Current Liabilities which is greater than 1.00.

(b)      At all times from and including the New Financial Covenants Effective Date, the Facility Guarantor shall ensure that:

(i)       Minimum Liquidity: At all times it maintains Consolidated Liquidity at least equal to the higher of (A) $27,500,000 or such other higher amount as may be agreed between (x) the Facility Guarantor and (y) the parties whose approval is required for the financial covenants set out in this paragraph (b) of Clause 19.2 (Financial Condition) to become effective and (B) 5% of consolidated interest bearing debt outstanding of the Facility Guarantor and its Subsidiaries.

(ii)      Maximum Leverage: At all times it maintains a ratio of Consolidated Net Debt to Consolidated Total Capitalization of not more than 0.60 to 1.00;

(iii)      Minimum Stockholder’s Equity: At all times it maintains, on a consolidated basis, minimum stockholder’s equity equal to $400,000,000; and

(iv)     Current Assets divided by Current Liabilities: At all times it maintains, on a consolidated basis, a ratio of Current Assets to Current Liabilities which is greater than 1.00.

19.3      Financial testing

The financial covenants set out in Clause 19.2  (Financial condition) shall be calculated in accordance with GAAP and tested on a quarterly basis by reference to each of the Financial Statements and for each Compliance Certificate delivered pursuant to Clause 18.2  (Provision and contents of Compliance Certificate and Sustainability Certificate). The Facility Guarantor undertakes to promptly provide such information as the Administrative Agent may require pursuant to this Clause 19.  For the avoidance of doubt, the provisions of Clause 19.2(b) shall apply to the fiscal quarter falling immediately prior to the New Financial Covenants Effective Date for the purposes of reporting and testing in relation to such fiscal quarter.

19.4      Most Favored Nation

If, after the Restatement Effective Date, any Obligor shall execute any agreement or series of related agreements relating to any of the ECA Tranches evidencing Indebtedness in connection with

any such ECA Tranche with one or more lenders that include financial covenants binding on such Obligor as obligor thereunder which financial covenants are materially more advantageous to those lenders than the terms set forth herein, the parties hereto shall as promptly as reasonably practicable thereafter amend this Agreement to incorporate such more advantageous provisions herein.

20       General undertakings

Each Obligor undertakes that this Clause 20 will be complied with throughout the Facility Period.

20.1      Use of proceeds

(a)      The proceeds of Utilizations will be used exclusively for the purposes specified in Clause 3  (Purpose).

(b)      The Obligors shall not knowingly, and, after inquiry, permit or authorize any other person to, directly or indirectly, make available any proceeds of the Facilities to fund or facilitate trade, business or other activities (i) involving or for the benefit of any Restricted Person or (ii) in any other manner that could result in any Obligor or a Finance Party being in breach of any Sanctions or becoming a Restricted Person.

20.2      Authorizations

Each Obligor will promptly obtain, comply with and do all that is necessary to maintain in full force and effect, and supply certified copies to the Administrative Agent of any authorization required under any law or regulation of a Relevant Jurisdiction to:

(a)      enable it to perform its obligations under the Transaction Documents;

(b)      ensure the legality, validity, enforceability or admissibility in evidence of any Transaction Document; and

(c)      own its property and other assets and to carry on its business where failure to have such authorization has, or might result in, a Material Adverse Change.

20.3      Compliance with laws

(a)      Each Obligor and each Subsidiary of the Obligors will comply in all respects with all laws, regulations, including but not limited to Environmental Laws,  and Sanctions to which they may be subject, and Anti-Bribery and Corruption Laws.

(b)      Each Obligor and each Subsidiary of the Obligors shall:

(i)       conduct its businesses in compliance with Anti-Bribery and Corruption Laws and Sanctions; maintain policies and procedures designed to promote and achieve compliance with all applicable laws and regulations, including but not limited to Environmental Laws and Anti-Bribery and Corruption Laws in force from time to time and Sanctions; and

(ii)      use reasonable commercial efforts to ensure that any third party acting on its behalf shall act in compliance with all applicable laws and regulations, including but not limited to Environmental Laws,  and Sanctions to which they may be subject, and Anti-Bribery and Corruption Laws.

20.4      Tax compliance

(a)      Each Obligor and each Subsidiary of the Obligors shall pay and discharge all Taxes imposed upon it or its assets within such time period as may be allowed by law without incurring penalties unless and only to the extent that:

(i)       such payment is being contested in good faith;

(ii)      adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the Administrative Agent under Clause 18.1  (Financial statements);

(iii)      such payment can be lawfully withheld; and

(iv)     the failure to make such payment will not result in a Security Interest on the Collateral.

(b)      Except as approved by the Required Lenders, each Obligor and each Subsidiary of the Obligors shall ensure that it is not resident for Tax purposes in any  jurisdiction other than the jurisdiction of its incorporation or organization.

20.5      Change of business

(a)      Except as approved by the Required Lenders (such approval not to be unreasonably withheld or delayed), no change will be made to the legal names of the Obligors.

(b)      Except as approved by the Required Lenders, no substantial change will be made to the general nature of the business of the Obligors from that carried on at the Original Closing Date and, in particular, the Borrower shall not undertake or engage in any business other than the ownership, management and operation of the Ships and other vessels (including the Fleet Vessels).

(c)      The Facility Guarantor shall remain listed on the New York Stock Exchange or another stock exchange of internationally recognized standing.

20.6      Merger

Except as approved by all Lenders, no Obligor will enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction which results in a Facility Guarantor Change of Control or results in the Borrower or any Upstream Guarantor ceasing to be 100% owned (whether directly or indirectly) by the Facility Guarantor.

20.7      Further assurance

(a)      Each Obligor shall, at the expense of the Obligors, promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Administrative Agent may reasonably specify (and in such form as the Administrative Agent may reasonably require);

(i)       to perfect the Security Interests created or intended to be created by that Obligor under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of the Security Documents) or for the exercise of any rights, powers and remedies of the Security Agent provided by or pursuant to the Finance Documents or by law;

(ii)      to confer on the Security Agent Security Interests over any property and assets of that Obligor located in any jurisdiction equivalent or similar to the Security Interest intended to be conferred by or pursuant to the Security Documents;

(iii)      to facilitate the realization of the assets which are, or are intended to be, the subject of the Security Documents; and/or

(iv)     to facilitate the accession by a Substitute to any Security Document following an assignment in accordance with Clause 30.1  (Assignments by the Lenders).

(b)      Each Obligor shall, at the expense of the Obligors, take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security Interest conferred or intended to be conferred on the Security Agent by or pursuant to the Finance Documents.

Provided that if any such expenses are required to be incurred by the Administrative Agent or the Security Agent in order to implement the actions referred to in paragraphs (a) and (b) above, they will be reasonably incurred and sufficiently documented when seeking reimbursement from the Obligors.

20.8      Negative pledge in respect of Collateral

No Obligor will grant or allow to exist any Security Interest over any Collateral except for Permitted Security Interests.

20.9      Environmental matters

(a)      The Administrative Agent will be notified as soon as reasonably practicable of any Environmental Claim being made against any Obligor, any Subsidiary of the Obligors or any Ship and of any Environmental Incident which may give rise to such a claim and will be kept regularly and promptly informed in reasonable detail of the nature of, and response to, any such Environmental Incident and the defense to any such claim.

(b)      Environmental Laws (and any consents, licenses or approvals obtained under them) applicable to the Ships will not be violated in any material respect.

20.10    Pari passu ranking

Each Obligor shall ensure that its payment obligations under the Finance Documents shall at all times during the Facility Period rank at least pari passu with all their other present and future unsecured and unsubordinated obligations, except for obligations mandatorily preferred by law applying to companies generally.

20.11    Money Laundering

Each Obligor undertakes throughout the Facility Period to:

(a)      provide the Lenders with information, certificates and any documents required by the Lenders to ensure compliance by it with any law, official requirement or other regulatory measure or procedure implemented to combat Money Laundering and corruption; and

(b)      notify the Lenders as soon as it becomes aware of any matters evidencing that a breach by it of any law, official requirement or other regulatory measure or procedure implemented to combat Money Laundering and corruption may or is about to occur or that the person(s) who

have or will receive the commercial benefit of the Agreement have changed from the New Closing Date.

20.12    Excluded Hedging Liabilities

(a)       Notwithstanding any other provisions of this Agreement or any other Finance Document to the contrary, Hedging Liabilities guaranteed by any Guarantor, or secured by the grant of any security by such Guarantor, shall exclude all Excluded Hedging Liabilities of such Guarantor.

(b)       Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Obligor to honor all of its obligations under this Agreement in respect of Hedging Liabilities (provided, however, that each Qualified ECP Guarantor shall only be liable under this paragraph (b) of Clause 20.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this paragraph (b) of Clause 20.12 shall remain in full force and effect until this Agreement is terminated, all amounts which may be or become payable by each Obligor under or in connection with the Finance Documents have been irrevocably and unconditionally paid or discharged in full and the Facilities have been cancelled.  Each Qualified ECP Guarantor intends that this paragraph (b) of Clause 20.12 constitutes and this paragraph (b) of Clause 20.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

20.13    Sanctions generally

(a)      No Obligor shall use any revenue or benefit derived from any activity or dealing with a Restricted Person in discharging any obligation due or owing to the Finance Parties.

(b)      Each Obligor shall procure that no proceeds from any activity or dealing with a Restricted Person are credited to any bank account held with any Finance Party in its name.

(c)      Each Obligor shall, to the extent permitted by law, promptly upon becoming aware of them supply to the Agent details of any claim, action, suit, proceedings or investigation against it with respect to Sanctions by any Sanctions Authority.

(d)      No proceeds of any Advance or any part of any Advance shall be made available, directly by any Obligor or, to the best of any Obligor’s knowledge and ability, indirectly, to or for the benefit of a Restricted Person nor shall they be otherwise directly by any Obligor or, to the best of any Obligor’s knowledge and ability, indirectly, applied in a manner or for a purpose prohibited by Sanctions or which would result in penalties under U.S. Sanctions.

(e)      Upon reasonable belief that any Obligor or Subsidiary thereof may have violated its representations, warranties, or covenants contained in this Clause 20.13 or in Clause 20.14 (Sanctions with respect to each Mortgaged Ship), any Lender may instigate an audit of the Obligor or Subsidiary on not less than seven (7) days’ notice.  Any Obligor or Subsidiary receiving such notice shall provide reasonable assistance in such audit, including, but not limited to, making all requested books, records, accounts, and personnel requested reasonably available to those conducting the audit.

20.14    Sanctions with respect to each Mortgaged Ship

No Obligor nor any Affiliate thereof will, unless all necessary authorizations have been issued by relevant government agencies, directly or, to the best of its knowledge and ability, indirectly, make any proceeds of the Loan available to, or for the benefit of, a Restricted Person or permit or authorize any such proceeds to be applied in a manner or for a purpose prohibited by Sanctions. In particular, and without limitation to the foregoing, the Obligor will, unless all necessary authorizations have been issued by relevant government agencies:

(a)      prevent any Ship from being used, directly or, to the best of its knowledge and ability, indirectly:

(i)       by, or for the benefit of, any Restricted Person; and/or

(ii)      in any trade which would be reasonably likely to expose any Lender, any Ship, any manager of the Ship, the ship’s crew or the Ship’s insurers to enforcement proceedings or any other negative consequences whatsoever arising from Sanctions;

(b)      prevent any Ship from trading to a country or territory subject to country-wide Sanctions or carrying prohibited products that originate in a country or territory subject to country-wide Sanctions (including at the New Closing Date, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine);

(c)      in the case of an Upstream Guarantor, procure that its Ship shall not be traded in any manner which would be reasonably likely to trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances;

(d)      prevent any Ship from trading with any other Restricted Person; and

(e)      prevent  any Ship from carrying any U.S. or E.U.-origin defense related articles to any country subject to a U.S., E.U. or U.N. arms embargo.

20.15    Status

Each Obligor shall remain duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation as a corporation or limited liability company or other jurisdiction acceptable to the Lenders.

21       Dealings with Ship

Each Obligor undertakes that this Clause 21 will be complied with in relation to each Mortgaged Ship throughout the relevant Mortgaged Ship’s Mortgage Period.

21.1      Ship’s name and registration

(a)      Other than on the Delivery Date as contemplated by this Agreement, each Ship’s name shall only be changed after 30 days’ prior written notice to the Administrative Agent.

(b)      Each Ship shall be permanently registered with the relevant Registry under the laws of its Flag State. Except with the prior written approval of the Administrative Agent (acting on behalf of the Required Lenders), the Ship shall not be registered under any other flag or at any other port or fly any other flag (other than that of its Flag State). If that registration is for a limited period, it shall be renewed at least 45 days before the date it is due to expire and the Administrative Agent shall be notified of that renewal at least 30 days before that date.

(c)      Nothing will be done and no action will be omitted if that might result in such registration being forfeited or imperiled or a Ship being required to be registered under the laws of another state of registry.

21.2      Intentionally omitted

21.3      Notification of certain events

The Borrower shall notify the Administrative Agent immediately if any Mortgaged Ship becomes a Total Loss or partial loss or is materially damaged.

21.4      Sale or other disposal of a Ship

Except for a cash price payable on completion of the sale which is no less than the amount required to be prepaid under Clause 7.6  (Sale or Total Loss), the relevant Obligor shall not sell, or agree to, transfer, abandon or otherwise dispose of a Ship or any share or interest in it without the consent of the Required Lenders.

21.5      Manager

A manager of a Ship shall not be appointed unless it is an Approved Manager and it has delivered a duly executed Manager’s Undertaking and Subordination to the Security Agent. The Borrower shall not agree to any change to the material terms of appointment of a manager which has been approved unless such change is approved by the Required Lenders. The technical management of each Ship shall be carried out by an Approved Technical Manager and the commercial management of each Ship shall be carried out by an Approved Commercial Manager.

21.6      Copy of Mortgage on board

A properly certified copy of the relevant Mortgage shall be kept on board each Ship with its papers and shown to anyone having business with such Ship which might create or imply any commitment or Security Interest over or in respect of such Ship (other than a lien for crew’s wages and salvage) and to any representative of the Finance Parties.

21.7      Notice of Mortgage

(a)      A framed or laminated printed notice of each Ship’s Mortgage shall be prominently displayed in the navigation room and in the Master’s cabin of such Ship. The notice must be in plain type and read as follows:

“NOTICE OF MORTGAGE

THIS VESSEL IS SUBJECT TO A FIRST PRIORITY STATUTORY MORTGAGE AND DEED OF COVENANTS COLLATERAL THERETO IN FAVOR OF ABN AMRO CAPITAL USA LLC (AS SECURITY TRUSTEE AND AGENT ON BEHALF OF ITSELF AND CERTAIN OTHER PARTIES).  UNDER THE TERMS OF SAID MORTGAGE AND DEED OF COVENANTS, NEITHER THE OWNER, ANY CHARTERER, THE MASTER OF THIS VESSEL NOR ANY OTHER PERSON HAS ANY RIGHT, POWER OR AUTHORITY TO CREATE, INCUR OR PERMIT TO BE PLACED OR IMPOSED UPON THIS VESSEL ANY ENCUMBRANCES OR ANY OTHER LIEN WHATSOEVER EXCEPT LIENS FOR CREW’S WAGES AND SALVAGE.

(b)      No-one will have any right, power or authority to create, incur or permit to be imposed upon a Ship any lien whatsoever other than for Permitted Maritime Liens.

21.8      Conveyance on default

Where a Ship is (or is to be) sold in exercise of any power conferred by the Security Documents, the relevant Upstream Guarantor shall, upon the Security Agent’s request, immediately execute such form of transfer of title to such Ship as the Security Agent may require.

21.9      Chartering

(a)      Except with consent of the Required Lenders, such consent not to be unreasonably withheld or delayed, none of the Upstream Guarantors shall enter into a charter commitment for a Ship which is a bareboat or demise charter or any other contract which passes possession and control of any Ship to another person. In the case of bareboat charter arrangements with respect to 10 Ships or more in aggregate, consent of all Lenders, such consent not to be unreasonably withheld or delayed, shall be required.

(b)      Each Upstream Guarantor shall promptly upon entering into the same, provide the Finance Parties with copies of any Long Term Charter and shall execute and deliver in favor of the Security Agent a Charter Assignment (and all documents and instruments required thereunder).

21.10    Lay up

Except with approval of the Required Lenders, no Ship shall be laid up or deactivated.

21.11    Pooling of Earnings

Except with approval of the Required Lenders, none of the Upstream Guarantors shall enter into any arrangement under which its Earnings from the relevant Ship may be pooled in connection with a pooling arrangement (or equivalent) (other than the Approved Pooling Arrangement) with anyone else other than the Upstream Guarantors.

21.12    Payment of Earnings

Each Upstream Guarantor’s Earnings from the relevant Ship shall be paid in the way required by the relevant General Assignment. If any Earnings are held by brokers or other agents, they shall be paid to the Security Agent if the Security Agent requires this after the Earnings have become payable to it under the General Assignment.

22       Condition and operation of Ship

Each Obligor undertakes that this Clause 22 will be complied with in relation to each Mortgaged Ship throughout the relevant Ship’s Mortgage Period.

22.1      Repair

Each Ship shall be kept in a good, safe and efficient state of repair consistent with first class ownership and management practice. The quality of workmanship and materials used to repair each Ship or replace any damaged, worn or lost parts or equipment in the reasonable estimation of the Approved Technical Manager shall be sufficient to ensure that such Ship’s value is not reduced.

22.2      Modification

Except with approval of all the Lenders, the structure, type or performance characteristics of each Ship shall not be modified in a way which could reasonably be expected to materially alter such

Ship in a manner which negatively affects its operations and the value of such Ship or which would result in a Material Adverse Change.

22.3      Removal of parts

Except with approval of the Required Lenders, no part of a Ship or any equipment shall be removed from a Ship if to do so would result in a Material Adverse Change (unless at the same time it is replaced with equivalent parts or equipment owned by the relevant Upstream Guarantor free of any Security Interest except under the Security Documents), provided, however, equipment fitted to a Ship by such Ship’s Acceptable Charterer which is not owned by the relevant Upstream Guarantor may be removed.

22.4      Third party owned equipment

Except with approval of the Required Lenders, equipment owned by a third party shall not be installed on a Ship if it cannot be removed without risk of causing damage to the structure or fabric of such Ship or incurring significant expense.

22.5      Maintenance of class; compliance with laws and codes

(a)      Each Ship’s class shall be the relevant Classification with the relevant Classification Society and such Classification shall, except as approved by the Required Lenders, be maintained free of all conditions of class (or equivalent) of the relevant Classification Society.

(b)      The relevant Upstream Guarantor shall duly execute and deliver to the relevant Classification Society of the relevant Ship from time to time, a Classification Letter in respect of such Ship and shall use commercially reasonable efforts to procure that the Classification Society shall, upon receipt of the Classification Letter, promptly execute and deliver to the Administrative Agent the undertaking appended to the Classification Letter.

(c)      Each Ship and every person who owns, operates, manages or charters a Ship shall comply with all laws applicable to vessels registered in its Flag State or which for any other reason apply to such Ship or its condition or operation (including with respect to Sanctions and possession of trading certificates for such Ship which remain in force).

(d)      The relevant Upstream Guarantor shall grant electronic access to each Ship’s class records directly by the Classification Society or indirectly via the account manager of such Upstream Guarantor and shall designate the Administrative Agent as a user or administrator of the system under its account.

22.6      Surveys

The Ship shall be submitted to continuous surveys and any other surveys which are required for it to maintain the Classification as its class. Copies of reports of those surveys shall be provided promptly to the Security Agent (with copy to the Administrative Agent), if they so request.

22.7      Inspection and notice of drydockings

The Security Agent and/or surveyors or other persons appointed by it for such purpose shall be allowed to board the Ship at all reasonable times in order to inspect it and given all proper facilities needed for that purpose; it being agreed that (i) such inspection shall be limited to one per year per Ship at the expense of the Borrower (and, provided that no Default has occurred or is continuing, so as not to interfere with the operation of the Ship), and (ii) fifteen (15) Business Days advance notice is given to the relevant Upstream Guarantor. The Security Agent shall be given reasonable advance notice of any intended dry-docking of the Ship (whatever the purpose of that dry-docking).

22.8      Prevention of arrest

All debts, damages, liabilities and outgoings which have given, or may give, rise to maritime, statutory or possessory liens (other than Permitted Maritime Liens) on, or claims enforceable against a Ship, its Earnings or Insurances shall be promptly paid and discharged.

22.9      Release from arrest

Each Ship, its Earnings and Insurances shall promptly be released from any arrest, detention, attachment or levy, and any legal process against such Ship shall be promptly discharged, by whatever action is required to achieve that release or discharge.

22.10    Information about Ship

The Security Agent (with copy to the Administrative Agent) shall promptly be given any information which it may reasonably require about the Ship or its employment, position, use or operation, including details of towages and salvages, and copies of all its charter commitments entered into by or on behalf of any Facility Guarantor and copies of any applicable operating certificates.

22.11    Notification of certain events

The Security Agent (with copy to the Administrative Agent) shall promptly be notified of:

(a)      any damage to a Ship where the cost of the resulting repairs may exceed the Major Casualty Amount or which results in, or may have resulted in, a Material Adverse Change;

(b)      any occurrence which may result in a Ship becoming a Total Loss;

(c)      any requisition of a Ship for hire;

(d)      any Environmental Incident involving a Ship and Environmental Claim being made in relation to such an incident;

(e)      any withdrawal or threat to withdraw any applicable Ship operating certificate;

(f)       any material requirement or recommendation made in relation to a Ship by any insurer or the Classification Society or by any competent authority which is not, or cannot be, complied with in the manner or time required or recommended;

(g)      any arrest or detention of a Ship (in such case, the Administrative Agent (for further notification to the Lenders) shall be provided with a report surrounding the incident giving rise to the arrest or detention not later than 7 days after such incident) or any exercise or purported exercise of a lien or other claim on such Ship or its Earnings or Insurances;

(h)      any material claim, disposal of insurance claim in relation to a Ship; or

(i)       any Material Event.

In this Clause 22.11,  Material Event means an event, which (after taking into account all relevant facts and circumstances) is reasonably likely to create a claim or liability which exceeds or is reasonably likely to exceed an amount equal to or greater than 10% of a Ship’s market value (as determined on the last valuation date in accordance with Clause 24  (Minimum security value)).

22.12    Payment of outgoings

All tolls, dues and other outgoings whatsoever in respect of a Ship and its Earnings and Insurances shall be paid promptly. Proper accounting records shall be kept of each Ship and its Earnings.

22.13    Evidence of payments

The Security Agent shall, upon request, have the right to examine the books and records of each Obligor wherever the same may be kept from time to time as it reasonably sees necessary, or to cause an examination to be made by a firm of accountants selected by it (provided that any examination shall be done without undue interference with the day-to-day business operations of such Obligor and it shall not be done more than once per year (unless an Event of Default has occurred and is continuing)), and, when it requires it, shall be given satisfactory evidence that:

(a)      the wages and allotments of a Ship’s crew are being promptly and regularly paid;

(b)      all deductions from its crew’s wages in respect of any applicable Tax liability are being properly accounted for; and

(c)      a Ship’s master has no claim for disbursements other than those incurred by him in the ordinary course of trading on the voyage then in progress.

22.14    Codes

Each Ship and the persons responsible for its operation shall at all times comply with the requirements of any applicable code or prescribed procedures required to be observed by such Ship or in relation to its operation under any applicable law or regulation (including but not limited to those currently known as the ISM Code and the ISPS Code). The Security Agent (with copy to the Administrative Agent) shall promptly be informed of:

(a)      any actual withdrawal of any certificate issued in accordance with any such code which is or may be applicable to a Ship or its operation; and

(b)      the receipt of notification that any application for such a certificate has been refused.

22.15    Repairers’ liens

Except with approval of the Required Lenders, a Ship shall not be put into any other person’s possession for work to be done on such Ship if the cost of that work will exceed or is likely to exceed the Major Casualty Amount unless the Obligors have sufficient funds to meet the cost of such work or the Obligors can evidence to the Administrative Agent that the cost of such work will be met by the insurers of such Ship.

22.16    Survey report

As soon as reasonably practical after the Security Agent requests it, the Security Agent (with a copy to the Administrative Agent) shall be given a report, in form and substance reasonably satisfactory to the Required Lenders, on the seaworthiness and/or safe operation of a Ship, from approved third-party surveyors or inspectors reasonably acceptable to the Security Agent. If any recommendations are made in such a report they shall be complied with in the way and by the time recommended in the report.

22.17    Lawful use

Each Ship shall not be employed:

(a)      in any way or in any activity which is unlawful under international law or the domestic laws of any relevant country;

(b)      in carrying illicit or prohibited goods,

(c)      in a way which may make it liable to be condemned by a prize court or destroyed, seized or confiscated; or

(d)      in carrying contraband goods,

and the persons responsible for the operation of the Ship shall take all necessary and proper precautions to ensure that this does not happen, including participation in industry or other voluntary schemes available to the Ship and in which leading operators of ships operating under the same flag or engaged in similar trades generally participate at the relevant time.

22.18    War zones

Except with approval of the Ship’s war risk insurers, each Ship shall not enter or remain in any zone which has been declared a war zone by such Ship’s war risk insurers. If approval is granted for it to do so, any requirements of such Ship’s insurers necessary to ensure that such Ship remains properly insured in accordance with the Finance Documents (including any requirement for the payment of extra insurance premiums) shall be complied with.

22.19    Nuclear material

No Ship shall carry any nuclear waste or nuclear material.

22.20    Civil merchant trading

Each Ship shall only be used as a civil merchant trading ship.

22.21    Dismantling

(a)      Each Upstream Guarantor shall procure that its Ship maintains and carries on board an Inventory of Hazardous Materials, or equivalent document acceptable to the Administrative Agent, which shall be maintained and available throughout the lifespan of that Ship.

(b)      Each Obligor shall ensure that any Mortgaged Ship being scrapped, or sold to an intermediary with the intention of being scrapped, is recycled at a recycling yard which conducts its recycling business in a socially and environmentally responsible manner, in accordance with the provisions of The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 or EU Ship Recycling Regulation of 20 November, 2013.

23       Insurance

Each Obligor undertakes that this Clause 23 shall be complied with in relation to each Mortgaged Ship and its Insurances throughout the relevant Ship’s Mortgage Period.

23.1      Insurance terms

In this Clause 23:

excess risks means the proportion (if any) of claims for general average, salvage and salvage charges not recoverable under the hull and machinery insurances of a vessel in consequence of the value at which the vessel is assessed for the purpose of such claims exceeding its insured value.

Excess war risk P&I cover means cover for claims only in excess of amounts recoverable under the insurance required against War and Allied Risks including (but not limited to) hull and machinery, crew, acts of terrorism, piracy and protection and indemnity risks, and risks set forth in the amended version of AHIS Addendum (April 1, 1984).

Hull cover means insurance cover against the risks identified in Clause 23.2(a)  (Coverage required).

Minimum hull cover means in relation to a Mortgaged Ship, an amount equal at the relevant time to the higher of (a) 120% of the proportion of the outstanding amount of the Loan relating to such Mortgaged Ship and (b) the Fair Market Value of such Mortgaged Ship.

P&I risks means the usual risks (including liability for oil pollution, excess war risk P&I cover) covered by a protection and indemnity association which is a member of the International Group of protection and indemnity associations (or, if the International Group ceases to exist, any other leading protection and indemnity association or other leading provider of protection and indemnity insurance) (including, without limitation, the proportion (if any) of any collision liability not covered under the terms of the hull cover).

23.2      Coverage required

Each Ship shall at all times be insured:

(a)      against fire and usual marine risks (including excess risks) and for War and Allied Risks (including blocking and trapping (on the terms of the London Blocking and Trapping addendum LPO 444 3/84 or similar arrangement), war protection and indemnity risks, piracy risks and terrorism risks) in each case on an agreed value basis, for at least its minimum hull cover and no less than its market value;

(b)      against P&I risks, complying with all rules for the time being applied by the relevant protection and indemnity association, for the highest amount then available in the insurance market for vessels of similar age, size and type as such Ship (but, in relation to liability for oil pollution, for an amount equal to the highest amount available which is currently $1,000,000,000) and a freight, demurrage and defense cover;

(c)      against such other risks and matters which are consistent with market practice also taking account of the creditworthiness of the Facility Guarantor;

(d)      on terms which comply with the other provisions of this Clause 23.

23.3      Placing of cover

The insurance coverage required by Clause 23.2  (Coverage required) shall be:

(a)      in the name of the relevant Upstream Guarantor and (in the case of the Ship’s hull cover) no other person (unless such other person is approved and, if so required by the Administrative Agent or the Security Agent, has duly executed and delivered a first priority assignment of its interest in the Ship’s Insurances to the Security Agent in an approved form and provided such supporting documents and opinions in relation to that assignment as the Administrative Agent or the Security Agent reasonably require);

(b)      in dollars or another currency approved by the Administrative Agent (with the instructions of the Required Lenders);

(c)      arranged through approved brokers or direct with approved insurers or protection and indemnity or war risks associations; and

(d)      on such terms and with such brokers/insurers/clubs as the Administrative Agent (with the instructions of the Required Lenders) from time to time may approve, such approval not to be unreasonably withheld or delayed.

23.4      Deductibles

The aggregate amount of any excess or deductible under the Ship’s hull cover shall not exceed the customary deductible or amount of any excess for vessels similar to the Ships.

23.5      Mortgagee’s insurance

The Obligors shall promptly reimburse to the Security Agent on first demand the cost (as conclusively certified by the Administrative Agent (as instructed by the Required Lenders)) of taking out and keeping in force in respect of the Ship and the other Mortgaged Ships on approved terms, or in considering or making claims under:

(a)      a mortgagee’s interest insurance and a mortgagee’s interest additional perils (pollution risks) insurance for the benefit of the Finance Parties for an aggregate amount up to 120% of the outstanding amount of the Loan and any undrawn Revolving Facility Commitments; and

(b)      any other insurance cover which the Security Agent reasonably requires in respect of any Finance Party’s interests and potential liabilities (whether as mortgagee of the Ship or beneficiary of the Security Documents), including but not limited to the insurance coverage required by Clause 23.2  (Coverage required).

23.6      Fleet liens, set off and cancellations

If the Ship’s hull cover also insures other vessels, the Security Agent shall either be given an undertaking in approved terms by the brokers or (if such cover is not placed through brokers or the brokers do not, under any applicable laws or insurance terms, have such rights of set off and cancellation) the relevant insurers that the brokers or (if relevant) the insurers will not:

(a)      set off against any claims in respect of the Ship any premiums due in respect of any of such other vessels insured (other than other Mortgaged Ships); or

(b)      cancel that cover because of non-payment of premiums in respect of such other vessels,

or the Obligors shall ensure that hull cover for the Ship and the other Mortgaged Ships is provided under a separate policy from any other vessels.

23.7      Payment of premiums

All premiums, calls, contributions or other sums payable in respect of the Ship’s Insurances shall be paid punctually and the Security Agent shall be provided with all relevant receipts or other evidence of payment upon request.

23.8      Details of Insurances

(a)      At least fifteen (15) days before the Delivery Date of any Ship, the Security Agent (with copy to the Administrative Agent) shall be told of the names of the brokers, insurers and associations proposed to be used for the placement of the Insurances and the amounts, risks and terms in, against and on which the Insurances are proposed to be effected.

(b)      At least fourteen (14) days before any of the Insurances are due to expire, the Security Agent (with copy to the Administrative Agent) shall be told of the names of the brokers, insurers and associations proposed to be used for the renewal of such Insurances (if such brokers, insurers and associations shall be different to those previously notified to the Security Agent (with copy to the Administrative Agent)) and the amounts, risks and terms in, against and on which the Insurances are proposed to be renewed.

23.9      Instructions for renewal

At least seven (7) days before any of the Insurances are due to expire, instructions shall be given by the Borrower to brokers, insurers and associations for them to be renewed or replaced on or before their expiry.

23.10    Confirmation of renewal

The Insurances shall be renewed upon their expiry in a manner and on terms which comply with this Clause 23 and confirmation of such renewal shall be given by approved brokers or insurers to the Security Agent (with copy to the Administrative Agent) at least seven (7) days (or such shorter period as may be approved) before such expiry.

23.11    P&I Guarantees

Any guarantee or undertaking required by any protection and indemnity or war risks association in relation to the Ship shall be provided when required by the association.

23.12    Insurance documents

The Security Agent (with copy to the Administrative Agent) shall be provided with pro forma copies of all insurance policies and other documentation issued by brokers, insurers and associations in connection with the Insurances as soon as they are available after they have been placed or renewed and all insurance policies and other documents relating to the Insurances shall be deposited with any approved brokers or (if not deposited with approved brokers) the Security Agent or some other approved person.

23.13    Letters of undertaking

Unless otherwise approved where the Security Agent is satisfied that equivalent protection is afforded by the terms of the relevant Insurances and/or any applicable law and/or a letter of undertaking provided by another person, on each placing or renewal of the Insurances, the Security Agent (with copy to the Administrative Agent) shall be provided promptly and, in any event, within 60 days after the relevant Utilization, with letters of undertaking in an approved form (having regard to general insurance market practice and law at the time of issue of such letter of undertaking) from the relevant brokers, insurers and associations.

23.14    Insurance Notices and Loss Payable Clauses

The interest of the Security Agent as assignee of the Insurances shall be endorsed on all insurance policies and other documents by the incorporation of a Loss Payable Clause that refers to the Major

Casualty Amount and an Insurance Notice in respect of the Ship and its Insurances signed by the relevant Upstream Guarantor and, unless otherwise approved, each other person assured under the relevant cover (other than the Security Agent if it is itself an assured).

23.15    Insurance correspondence

If so required by the Security Agent, the Security Agent (with copy to the Administrative Agent) shall promptly be provided with copies of all written communications between the assureds and brokers, insurers and associations relating to any of the Insurances as soon as they are available.

23.16    Qualifications and exclusions

All requirements applicable to the Ship’s Insurances shall be complied with and the Ship’s Insurances shall only be subject to approved exclusions or qualifications.

23.17    Independent report

The Obligors shall reimburse the Security Agent on demand for all reasonable costs and expenses incurred by the Security Agent in obtaining (a) on an annual basis for each Ship a report on the adequacy of the obligatory Insurances from an insurance adviser instructed by the Security Agent; and (b) on the occurrence of an Event or Default or an incident causing severe damage to a Ship in excess of the Major Casualty Amount at any time requested in writing, a report on the adequacy of the obligatory Insurances from an insurance adviser instructed by the Security Agent.

23.18    Collection of claims

All documents and other information and all assistance required by the Security Agent to assist it in trying to collect or recover any claims under the Insurances shall be provided promptly.

23.19    Employment of Ship

The Ship shall only be employed or operated in conformity with the terms of the Insurances (including any express or implied warranties) and not in any other way (unless the insurers have consented and any additional requirements of the insurers have been satisfied).

23.20    Declarations and returns

If any of the Ship’s Insurances are on terms that require a declaration, certificate or other document to be made or filed before the Ship sails to, or operates within, an area, those terms shall be complied with within the time and in the manner required by those Insurances.

23.21    Application of recoveries

All sums paid under the Ship’s Insurances to anyone other than the Security Agent shall be applied in repairing the damage and/or in discharging the liability in respect of which they have been paid except to the extent that the repairs have already been paid for and/or the liability already discharged.

23.22    Settlement of claims

No Obligor shall settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty, and each Obligor shall do all things necessary and provide all documents, evidence and information (including, without limitation, a written confirmation from the relevant insurers, to be issued within 180 days after the Total Loss Date, that the claim in respect of

the Total Loss has been accepted in full by such insurers) to enable the Security Agent to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.

23.23    Change in insurance requirements

If the Administrative Agent gives a notice to the Obligors to change the terms and requirements of this Clause 23 (which the Administrative Agent may only do, in such manner as it considers necessary, as a result in change of circumstances or practice after the New Closing Date), this Clause 23 shall be modified in the manner so notified by the Administrative Agent and/or the Security Agent on the date 14 days after such notice from the Administrative Agent and/or the Security Agent is received by the Obligors and not contested in good faith.

23.24    Failure to insure

If any Obligor fails to maintain the Insurances in compliance with this Agreement, the Administrative Agent, the Security Agent or any other Finance Party, may, but are not obliged to (without prior prejudice to any other rights of the Finance Parties under this Agreement) effect and maintain Insurances satisfactory to it or otherwise remedy such Obligor’s failure in such manner as such person reasonably considers appropriate. Any sums so expended by it will immediately become due and payable by the Obligors to such Finance Party together with interest thereon at the default interest rate calculated in accordance with Clause 8.3(a)  (Default interest) from the date of expenditure by it up to the date of reimbursement by the Obligors.

24       Minimum security value

The Borrower undertakes that this Clause 24 will be complied with throughout any Mortgage Period.

24.1      Valuation of assets

For the purpose of the Finance Documents, the aggregate value at any time of the Mortgaged Ships or any other asset over which additional security is provided under this Clause 24 will be the values as most recently determined in accordance with this Clause 24.

24.2      Valuation frequency

(a)      Initial valuations of each Ship (the “Initial Valuations”) shall be conducted in accordance with this Clause 24 and shall be done not earlier than 30 days but not later than 5 days before the Utilization Date for the New Term Facility.

(b)      So long as no Default has occurred and is continuing, valuations of each Mortgaged Ship and each such other asset in accordance with this Clause 24 shall be conducted semi-annually, with the first such valuation, following the Initial Valuations, occurring every 6 months having commenced on June 30, 2015, and shall be provided by the Borrower to the Administrative Agent within 1 month of June 30 and December 31 of each respective year.

(c)      Notwithstanding clauses (a) and (b) above, for Ships built in the same year and with similar specifications, only 1 valuation is required for all such Ships.

(d)      Following the occurrence of a Default which is continuing, the Administrative Agent may request valuations at any time.

(e)      The Administrative Agent may at any time request additional valuations from Approved Valuers for any Mortgaged Ship (based on objective grounds communicated to the Borrower before such request for valuation).

(f)       All valuations for the Ships must be addressed to the Administrative Agent.

24.3      Expenses of valuation

The Borrower shall bear, and reimburse to the Administrative Agent where incurred by the Administrative Agent (or the Lenders, as the case may be), all costs and expenses of providing the valuations provided pursuant to Clauses 24.2(a),  24.2(b),  24.2(c) or 24.2(d) (Valuation frequency). Any valuation conducted pursuant to Clause 24.2(e) (Valuation frequency) shall be for the requesting Finance Party’s own account except where the Borrower is by means of such valuation(s) (for the avoidance of doubt, the value for such valuation shall be the average of the valuations provided by two Approved Valuers or as otherwise provided in Clause 24.10 (Appointment and Number of valuers)) shown to be in breach of Clause 24.11 (Security shortfall).

24.4      Valuations procedure

The value of each Mortgaged Ship shall be determined in accordance with, and by Approved Valuers appointed in accordance with, this Clause 24. Additional security provided under this Clause 24 shall be valued in such a way, on such a basis and by such persons (including the Administrative Agent itself) as may be approved or as may be agreed in writing by the Borrower and the Administrative Agent (on the instructions of the Required Lenders).

24.5      Currency of valuation

Valuations must be provided by Approved Valuers in dollars.

24.6      Basis of valuation

Each valuation will be made:

(a)      without physical inspection (unless required by the Required Lenders if an Event of Default has occurred and is continuing);

(b)      on the basis of a sale for prompt delivery for a price payable in full in cash on delivery at arm’s length on normal commercial terms between a willing buyer and a willing seller; and

(c)      without taking into account any charter commitment.

24.7      Information required for valuation

The Borrower shall promptly provide to the Administrative Agent or the Security Agent and any Approved Valuer any information which they reasonably require for the purposes of providing such a valuation, including, without limitation, if a physical inspection of the Ships is required for such purpose pursuant to Clause 24.6(a) (Basis of valuation), then the Borrower shall take all steps necessary to facilitate such inspection.

24.8      Approval of valuers

Other than the Approved Valuers, all additional valuers must have been approved by the Administrative Agent (acting on the instructions of the Required Lenders) such approval not to be unreasonably withheld. The Administrative Agent may from time to time notify the Borrower of approval of one or more additional independent ship valuers as Approved Valuers for the purposes of this Clause 24. The Administrative Agent (after having been so instructed by the Required Lenders) shall respond promptly to any request by the Borrower for approval of any additional valuer nominated by the Borrower. The Administrative Agent (acting reasonably and on the instructions of the Required Lenders) may at any time after consultation with the Borrower and by

notice to the Security Agent, withdraw any previous approval of an Approved Valuer for the purposes of future valuations, provided that, if the Administrative Agent and the Borrower cannot agree after five (5) Business Days of consultation, the Administrative Agent may, acting reasonably, exercise such right of withdrawal by notice to the Borrower. If there are less than three Approved Valuers at a time when a valuation is required under this Clause 24, the Administrative Agent shall promptly notify the Borrower and the Security Agent of the name of one additional valuer to be approved by the Required Lenders.

 

24.9      Intentionally omitted

24.10    Appointment and Number of valuers

Each valuation must be carried out by two Approved Valuers, nominated by the Administrative Agent for each Initial Valuation and by the Borrower for semi-annual valuations. If the Borrower fails to promptly, but in any event, no later than 10 days prior to the relevant valuation date, nominate the Approved Valuers then the Administrative Agent (acting on the instruction of the Required Lenders) may nominate the Approved Valuers. If the valuation provided by the two Approved Valuers differs, the value of the relevant Ship for the purposes of the Finance Documents will be the average of those valuations; provided, however, that if the difference between such valuations is greater than 15% with respect to the lower valuation, the Parties agree to an additional valuation by a third Approved Valuer appointed by the Borrower and the value of the relevant Ship for the purposes of the Finance Documents shall be the average of all three valuations. In the event that an Approved Valuer provides a range for the valuations, the average of those valuations shall apply.

24.11    Security shortfall

If at any time the Security Value is less than the Minimum Value, the Administrative Agent may, and shall, if so directed by the Required Lenders, by notice to the Borrower require that such deficiency be remedied. The Borrower shall then within 14 days of receipt of such notice ensure that the Security Value equals or exceeds the Minimum Value. For this purpose, the Borrower or the Guarantors may:

(a)      provide additional security over other assets, acceptable to the Required Lenders, in accordance with this Clause 24, provided always that if such other asset shall be a vessel such vessel shall be valued as if it were a Mortgaged Ship; and/or

(b)      prepay part of the Loan under Clause 7.4(a)(ii)  (Voluntary prepayment); and/or

(c)      pay such additional amount to the credit of such interest bearing blocked account (which is the subject of a Security Interest in favor of the Security Agent) as the Administrative Agent shall nominate.

Provided that if the Borrower or the Guarantors elect pursuant to this Clause 24.11(c) to rectify a shortfall in the minimum security cover through the pledge of a cash deposit in favor of the Security Agent, the amount of the deposit shall, for the purposes of calculating the security cover pursuant to  this Clause 24, be applied in increasing the value of the Collateral.

If at any time the Minimum Value requirement is restored, and upon receiving notice and evidence thereto in a form reasonably satisfactory to the Administrative Agent, the Administrative Agent shall within five (5) days (acting on instructions of the Required Lenders, such instruction to be deemed granted unless the Administrative Agent shall have received prior notice to the contrary), direct that any additional security granted or any amount deposited in a blocked account pursuant to this Clause 24.11 be released.

24.12    Creation of additional security

The value of any additional security which the Borrower offers to provide to remedy all or part of a shortfall in the amount of the Security Value will only be taken into account for the purposes of determining the Security Value if and when:

(a)      that additional security, its value and the method of its valuation have been approved by the Required Lenders;

(b)      a Security Interest over that security has been constituted in favor of the Security Agent or (if appropriate) the Finance Parties in an approved form and manner;

(c)      this Agreement has been unconditionally amended in such manner as the Administrative Agent and/or the Security Agent (on the instructions of the Required Lenders) requires in consequence of that additional security being provided; and

(d)      the Administrative Agent, the Security Agent or its duly authorized representative, has received such documents and evidence as it may require in relation to that amendment and additional security including documents and evidence of the type referred to in Schedule 3 (Conditions precedent) in relation to that amendment and additional security and its execution and (if applicable) registration.

25       Bank accounts

The Obligors undertake that this Clause 25 will be complied with throughout the Facility Period.

25.1      Earnings Accounts

(a)      The Borrower shall, and any Upstream Guarantor may, be the holder of one or more Accounts with an Account Bank which shall each be designated as an Earnings Account for the purposes of the Finance Documents.

(b)      The Earnings of the Mortgaged Ships and all moneys payable to any Obligor with respect to a Mortgaged Ship under the Ship’s Insurances shall be paid by the persons from whom they are due to an Earnings Account or, if applicable, to the Earnings Account for such Mortgaged Ship, unless required to be paid to the Security Agent under the relevant Finance Documents.

(c)      At all times prior to the New Financial Covenants Effective Date, as a condition precedent to each Utilization, the Borrower shall ensure that the amount standing to the credit of an Earnings Account is (or will be upon such Utilization) at least equal to the Minimum Earnings Account Balance immediately after such Utilization.

(d)      If there is no continuing Event of Default:

(i)       at all times prior to the New Financial Covenants Effective Date, provided that there remains at all times in an Earnings Account an amount equal to the Minimum Earnings Account Balance, the Borrower or relevant Upstream Guarantor (as the case may be) shall be entitled to make withdrawals from any Earnings Account; and

(ii)      at all times from and including the New Financial Covenants Effective Date, the Borrower or relevant Upstream Guarantor (as the case may be) shall be entitled to make withdrawals from any Earnings Account.

(e)      If there is a continuing Event of Default, neither the Borrower nor any Upstream Guarantor shall be entitled to make withdrawals from any Earnings Account other than for the payment of any amounts required to be paid under the Management Agreements, and provided that:

(i)       the Borrower or the relevant Upstream Guarantor (as the case may be) has notified the Administrative Agent of the amount(s) to be withdrawn and the Management Agreement(s) to which the withdrawal relates;

(ii)      the Borrower or relevant Upstream Guarantor (as the case may be) has provided the Administrative Agent with the relevant commercial invoice, payment request, fee notice or other document from the relevant Approved Manager stipulating that the amount(s) to be withdrawn are due and payable; and

(iii)      at all times prior to the New Financial Covenants Effective Date, there remains at all times in an Earnings Account an amount equal to the Minimum Earnings Account Balance.

25.2      Other provisions

(a)      An Account may only be designated for the purposes described in this Clause 25 if:

(i)       such designation is made in writing by the Administrative Agent and/or the Security Agent and acknowledged by the Borrower or relevant Upstream Guarantor (as the case may be) and specifies the names and addresses of the Account Bank and the number and any designation or other reference attributed to the Account;

(ii)      an Account Security has been duly executed and delivered by the Borrower or relevant Upstream Guarantor (as the case may be) in favor of the Security Agent;

(iii)      any notice required by the Account Security to be given to an Account Bank has been given to, and acknowledged by, the Account Bank in the form required by the relevant Account Security; and

(iv)     the Administrative Agent and/or the Security Agent, or its duly authorized representative, has received such documents and evidence as it may require in relation to the Account and the relevant Account Security including documents and evidence of the type referred to in Schedule 3 (Conditions precedent) in relation to the Account and the relevant Account Security.

(b)      The rates of payment of interest and other terms regulating any Account will be a matter of separate agreement between the Borrower or relevant Upstream Guarantor (as the case may be) and an Account Bank. If an Account is a fixed term deposit account, the Borrower or relevant Upstream Guarantor (as the case may be) may select the terms of deposits until the relevant Account Security has become enforceable and the Security Agent directs otherwise.

(c)      The Borrower or relevant Upstream Guarantor (as the case may be) shall not close any Account or alter the terms of any Account from those in force at the time it is designated for the purposes of this Clause 25 or waive any of their rights in relation to an Account except with approval of the Security Agent.

(d)      The Borrower or relevant Upstream Guarantor (as the case may be) shall deposit with the Security Agent all certificates of deposit, receipts or other instruments or securities relating to any Account, notify the Security Agent of any claim or notice relating to an Account from any other party and provide the Security Agent with any other information it may request concerning any Account.

(e)      Each of the Administrative Agent and the Security Agent agrees that if it is an Account Bank in respect of an Account then there will be no restrictions on creating a Security Interest over that Account as contemplated by this Agreement and it shall not (except with the approval of the Required Lenders) exercise any right of combination, consolidation or set-off which it may have in respect of that Account in a manner adverse to the rights of the other Finance Parties.

26       Business restrictions

Except as otherwise approved by the Required Lenders, each of the Obligors undertakes that this Clause 26 will be complied with by it throughout the Facility Period.

26.1      General negative pledge

Neither the Borrower nor any of the Upstream Guarantors shall permit any Security Interest to exist, arise or be created or extended over all or any part of its assets except for:

(a)      those granted or expressed to be granted by any of the Security Documents;

(b)      Permitted Security Interests; and

(c)      (except in relation to Collateral) any lien arising by operation of law in the ordinary course of trading and not as a result of any default or omission by any Obligor.

26.2      Transactions similar to security

Without prejudice to Clauses 21.4 (Sale or other disposal of a Ship), 26.3  (Financial Indebtedness) and 26.6  (Disposals), neither the Borrower nor any of the Upstream Guarantors shall:

(a)      sell, transfer or otherwise dispose of any of its assets on terms whereby that asset is or may be leased to, or re-acquired by, any Subsidiary of any Obligor other than pursuant to disposals permitted under Clause 26.6 (Disposals);

(b)      sell, transfer, factor or otherwise dispose of any of its receivables on recourse terms (except for the discounting of bills or notes in the ordinary course of business);

(c)      enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(d)      enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

26.3      Financial Indebtedness

Neither the Borrower nor any of the Upstream Guarantors shall incur or permit to exist, any Financial Indebtedness owed by it to anyone else except:

(a)      Financial Indebtedness incurred under the Finance Documents;

(b)      Financial Indebtedness owed to an Affiliate or shareholder or member which has been fully subordinated to the Financial Indebtedness incurred under the Finance Documents in the form set out in Schedule 6 (Form of Subordination Letter);

(c)      Financial Indebtedness permitted under Clauses 26.4  (Guaranties) and 26.5  (Loans and credit);

(d)      Financial Indebtedness arising under Permitted Security Interests; and

(e)      Financial Indebtedness arising under finance or capital leases of vehicles, equipment or computers; provided that the aggregate capital value of such items so leased does not exceed $500,000 at any time.

26.4      Guaranties

None of the Upstream Guarantors shall give, or permit to exist, any guaranty by it in respect of indebtedness of any person or allow any of its indebtedness to be guaranteed by anyone else except (i) the Guaranties and (ii) unsecured guaranties in favor of trade creditors of such Upstream Guarantor given in the ordinary course of its business or as approved by the Administrative Agent.

26.5      Loans and credit

Neither the Borrower nor any Upstream Guarantors shall, make, grant or permit to exist any loans or any credit by it to anyone else other than:

(a)      loans or credit to either the Borrower or any other Upstream Guarantor; and

(b)      trade credit granted by it to its customers on normal commercial terms in the ordinary course of its trading activities.

26.6      Disposals

Without prejudice to Clause 21.4  (Sale or other disposal of a Ship) the Facility Guarantor shall not, and shall ensure that it and none of its Subsidiaries shall, enter into a single transaction or a series of transactions (other than any Acceptable Charter), whether related or not and whether voluntarily or involuntarily, without the prior written consent of the Required Lenders, such consent not to be unreasonably withheld or delayed, to (i) sell, transfer, grant, lease out or otherwise dispose of the whole or a substantial part of its assets (including, without limitation, any Ship); or (ii) to sell, transfer, grant, lease out or otherwise dispose of any of its material assets other than at market value and on arm’s length terms.

Provided that, the foregoing paragraph shall not prohibit the following disposals so long as they are not prohibited by any other provision of the Finance Documents:

(a)      disposals of assets made in (and on terms reflecting) the ordinary course of trading of the disposing entity but this shall not include any material assets necessary for it to conduct its business unless such assets are replaced with like assets simultaneously with such disposal;

(b)      disposals of assets made by one Obligor to another Obligor;

(c)      disposals of obsolete assets, or assets which are no longer required for the purpose of the business of the Borrower or any Guarantor, in each case for cash on normal commercial terms and on an arm’s length basis;

(d)      any disposal of receivables on a non-recourse basis on arm’s length terms (including at Fair Market Value) for non-deferred cash consideration in the ordinary course of its business;

(e)      disposals permitted by Clauses 26.2  (Transactions similar to security) or 26.3  (Financial Indebtedness);

(f)       dealings with trade creditors with respect to book debts in the ordinary course of trading; and

(g)      the application of cash or Cash Equivalents in the acquisition of assets or services in the ordinary course of its business.

26.7      Contracts and arrangements with Affiliates

None of the Borrower, the Facility Guarantor or the Upstream Guarantors shall be party to any arrangement or contract with any of its Affiliates unless such arrangement or contract is on an arm’s length basis.

26.8      No change to ownership of Ships

Except as otherwise permitted by this Agreement, each of the Ships shall remain 100% legally and beneficially owned and controlled directly by the relevant Upstream Guarantor.

26.9      Subsidiaries

None of the Borrower or any Upstream Guarantor shall establish or acquire a company or other entity which would be or become an Obligor or reactivate any dormant Obligor.

26.10    Acquisitions and investments

Neither the Borrower nor any of the Upstream Guarantors shall acquire any person, business, assets or liabilities or make any investment in any person or business except:

(a)      with respect to the Borrower and its Subsidiaries (other than the Upstream Guarantors), the acquisitions of vessels in the ordinary course of business;

(b)      the acquisition of assets in the ordinary course of business (not being new businesses);

(c)      the incurrence of liabilities (other than Financial Indebtedness not permitted pursuant to Clause 26.3  (Financial Indebtedness)) in the ordinary course of its business;

(d)      any loan or credit not otherwise prohibited under this Agreement;

(e)      pursuant to any Finance Documents and Charter Documents to which it is party; or

(f)       any acquisition pursuant to a disposal permitted under Clause 26.6  (Disposals),

and neither the Borrower nor any of the Upstream Guarantors shall enter into any joint-venture arrangement without the approval of the Required Lenders such approval not to be unreasonably withheld.

26.11    Reduction of capital

Neither the Borrower nor any of the Upstream Guarantors shall redeem or purchase or otherwise reduce any of its equity or any other share or membership capital or any warrants or any uncalled or unpaid liability in respect of any of them (other than as provided in Clause 26.12 (Distributions and other payments) below).

26.12    Distributions and other payments

If an Event of Default has occurred and is continuing, or if an Event of Default would result therefrom, or if the Facility Guarantor is not in compliance with any of the covenants in Clause 19

(Financial Covenants) or any payment of dividends or any form of distribution or return of capital would result in the Facility Guarantor not being in compliance with any of the covenants in Clause 19  (Financial Covenants), neither the Facility Guarantor nor the Borrower shall declare or pay any dividends or return any capital to its equity holders or authorize or make any other distribution, payment or delivery of property or cash to its equity holders, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for value, any interest of any class or series of its Equity Interests (or acquire any rights, options or warrants relating thereto but not including convertible debt) now or hereafter outstanding, or repay any subordinated loans to equity holders or set aside any funds for any of the foregoing purposes.

Except as provided in this clause, neither the Borrower nor any Upstream Guarantor will permit any restriction (1) to declare or pay any dividends or return any capital to the Facility Guarantor or the Borrower, respectively, or authorize or make any other distribution, payment or delivery of property or cash to the Facility Guarantor or the Borrower, respectively, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for value, any interest of any class or series of its Equity Interests (or acquire any rights, options or warrants relating thereto but not including convertible debt) now or hereafter outstanding or to pay any Financial Indebtedness owed to the Facility Guarantor or the Borrower, respectively, or (2) to repay and/or make any subordinated loans to the Facility Guarantor or the Borrower, respectively, or set aside any funds for any of the foregoing purposes, or (3) to transfer any of its assets to the Facility Guarantor or the Borrower, respectively.

26.13    Borrower’s and Upstream Guarantors’ Equity Interests

Neither the Facility Guarantor nor the Borrower shall permit any Security Interest (other than the Share Security) to exist, arise or be created or extended over all or any part of the Equity Interests of the Borrower or any Upstream Guarantor.

26.14    Obligors’ Subordination of Financial Indebtedness

No Obligor shall incur or permit to exist, any Financial Indebtedness owed by it to any of its Affiliates, shareholders or members unless such Financial Indebtedness has been fully subordinated to the Financial Indebtedness incurred under the Finance Documents in the form set out in Schedule 6 (Form of Subordination Letter).

26.15    Compliance with ERISA

(a)      None of the Obligors shall cause or suffer to exist:

(i)       any event that could reasonably be expected to result in the imposition of liens in excess of $250,000 on any asset of an Obligor or a Subsidiary of an Obligor with respect to any Title IV Plan or Multiemployer Plan; or

(ii)      any other ERISA Event, that would, in the aggregate, have a Material Adverse Change.

(b)      None of the Obligors shall cause or suffer to exist any event that would, if not corrected or correctible, reasonably be expected to result in the imposition of liens (other than a permitted lien) in excess of $250,000 with respect to any Benefit Plan.

27       Hedging Contracts

27.1      General

The Borrower undertakes that this Clause 27 will be complied with throughout the Facility Period.

27.2      Hedging

(a)      If, at any time during the Facility Period, the Borrower wishes to enter into any Treasury Transaction so as to hedge all or any part of its exposure under this Agreement to interest rate fluctuations, it shall advise the Administrative Agent in writing.

(b)      If any such Treasury Transaction pursuant to Clause 27.2(a) (Hedging) shall be concluded with a Swap Bank it shall be on the terms of the Hedging Master Agreement with that Swap Bank. No such Treasury Transaction shall be concluded unless:

(i)       its purpose is to hedge the Borrower’s interest rate risk in relation to borrowings under this Agreement for a period expiring no later than the Final Repayment Date, and such transaction is not speculative; and

(ii)      its notional principal amount, when aggregated with the notional principal amount of any other continuing Hedging Contracts, does not and will not exceed the Loan as then scheduled to be repaid pursuant to Clause 6.2 (Scheduled Repayment of Advances).

(c)      If and when any such Treasury Transaction has been concluded, it shall constitute a Hedging Contract for the purposes of the Finance Documents.

27.3      Unwinding of Hedging Contracts

If, at any time, and whether as a result of any prepayment (in whole or in part) of the Loan or any cancellation (in whole or in part) of any Commitment or otherwise, the aggregate notional principal amount under all Hedging Transactions in respect of the Loan entered into by the Borrower exceeds or will exceed the amount of Loan outstanding at that time after such prepayment or cancellation, then (unless otherwise approved by the Required Lenders) the Borrower shall immediately close out and terminate sufficient Hedging Transactions as are necessary to ensure that the aggregate notional principal amount under the remaining continuing Hedging Transactions equals, and will in the future be equal to, the amount of the Loan at that time and as scheduled to be repaid from time to time thereafter pursuant to Clause 6.2 (Scheduled Repayment of Advances).

27.4      Assignment of Hedging Contracts by Borrower

Except with approval of all the Lenders or by the Hedging Contract Security, the Borrower shall not assign or otherwise dispose of its rights under any Hedging Contract.

27.5      Termination of Hedging Contracts by Borrower

Except with approval of all the Lenders, the Borrower shall not terminate or rescind any Hedging Contract or close out or unwind any Hedging Transaction except in accordance with Clause 27.3  (Unwinding of Hedging Contracts) for any reason whatsoever.

27.6      Performance of Hedging Contracts by Borrower

The Borrower shall perform its obligations under the Hedging Contracts to which it is party.

27.7      Information concerning Hedging Contracts

The Borrower shall provide the Administrative Agent with any information it may reasonably request concerning any Hedging Contract, including all reasonable information, accounts and records that may be necessary or of assistance to enable the Finance Parties to verify the amounts of all payments and any other amounts payable under the Hedging Contracts.

28       Events of Default

Each of the events or circumstances set out in Clauses 28.1  (Non-payment) to 28.25 (Anti-Bribery and Corruption Laws) is an Event of Default.

28.1      Non-payment

(a)      An Obligor does not pay on the due date any amount payable pursuant to a Finance Document, the KEXIM Premium or the K-sure Premium at the place at and in the currency in which it is expressed to be payable.

(b)      No Event of Default under Clause 28.1(a)  (Non-payment) above will occur if (i) its failure to pay is caused by administrative or technical error and (ii) payment is made within three (3) Business Days of its due date.

28.2      Value of security

The Borrower does not comply with Clause 24.11 (Security shortfall).

28.3      Insurance

(a)      The Insurances of a Mortgaged Ship are not placed and kept in force in the manner required by Clause 23  (Insurance).

(b)      Any insurer either:

(i)       cancels any such Insurances; or

(ii)      disclaims liability under them by reason of any misstatement or failure or default by any person.

(c)      Under this Clause 28.3, an Event of Default is immediate with no applicable grace period.

28.4      Financial covenants

An Obligor does not comply with Clause 19  (Financial Covenants).

28.5      Other obligations

Subject to any applicable grace period specified in a Finance Document, an Obligor does not comply with any provision of such Finance Document (other than those referred to in Clauses 28.1  (Non-payment), 28.2  (Value of security), 28.3  (Insurance), 28.4  (Financial covenants), and 28.23  (Hedging Contracts)).

28.6      Misrepresentation

Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

28.7      Cross default

(a)      Any Financial Indebtedness of (i) any Upstream Guarantor or the Borrower in an amount in excess of the equivalent of $1,000,000 is not paid when due nor within any originally

applicable grace period or (ii) the Facility Guarantor or any direct or indirect Subsidiary of the Facility Guarantor (excluding any Upstream Guarantor or the Borrower) in an aggregate amount in excess of the equivalent of $10,000,000 is not paid when due nor within any originally applicable grace period.

(b)      Any Financial Indebtedness of (i) any Upstream Guarantor or the Borrower in an amount in excess of the equivalent of $1,000,000 is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described) or (ii) the Facility Guarantor or any direct or indirect Subsidiary of the Facility Guarantor (excluding any Upstream Guarantor or the Borrower) in an aggregate amount in excess of the equivalent of $10,000,000 is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described) unless, in any such case, such Upstream Guarantor, the Borrower, the Facility Guarantor or Subsidiary of the Facility Guarantor (as the case may be) is contesting in good faith the validity of its obligation to make such payment and the Borrower has provided the Administrative Agent with satisfactory evidence it has set aside adequate reserves in accordance with GAAP with respect to the amount being claimed of it and to finance any action it is taking to contest such claims.

(c)      An event of default, or an event or circumstance which, with the giving of any notice, the lapse of time or both would constitute an event of default, has occurred on the part of an Obligor under any contract or agreement (other than the Finance Documents) to which such Finance Party is a party and the value of which is or exceeds in the aggregate (i) in the case of any Upstream Guarantor or the Borrower, the equivalent of $1,000,000, or (ii) in the case of the Facility Guarantor or any direct or indirect Subsidiary of the Facility Guarantor (excluding any Upstream Guarantor or the Borrower) the equivalent of $10,000,000, and such event of default has not been cured within any applicable grace period.

28.8      Insolvency

An Insolvency Event occurs with respect to any Obligor.

28.9      Breach of laws

There occurs a breach by any Obligor of any applicable laws, rules or regulations that would result in a Material Adverse Change.

28.10    Creditors’ process; Judgments

(a)      Any expropriation, attachment, sequestration, distress, execution or analogous process affects all or substantially all of the assets of any Obligor and is not discharged within ten (10) days.

(b)      Any judgment or order in excess of $1,000,000 with respect to the Borrower and the Upstream Guarantors and $10,000,000 with respect to the Facility Guarantor is not stayed or complied with within thirty (30) days, provided that the relevant Obligor shall have set aside on its books adequate reserves in accordance with GAAP.

28.11    Unlawfulness, impossibility and invalidity

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

(b)      Any obligation or obligations of any Obligor under any Finance Documents are not or cease to be legal, valid, binding or enforceable.

(c)      Any Finance Document or any Security Interest created or expressed to be created or evidenced by the Security Documents ceases to be in full force and effect or is alleged by a party to it (other than the Finance Parties) to be ineffective for any reason.

(d)      Any Security Document does not create legal, valid, binding and enforceable security over the assets charged under that Security Document or the ranking or priority of such security is adversely affected.

28.12    Cessation of business

Any Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business other than as approved pursuant to this Agreement.

28.13    Change of Control

The Borrower fails to prepay the Loan or any part thereof in accordance with Clause 7.2  (Change of Control).

28.14    Expropriation

The authority or ability of any Obligor to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalization, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to an Obligor or any of its assets.

28.15    Repudiation and rescission of Finance Documents

An Obligor repudiates or purports to repudiate a Finance Document or indicates an intention to rescind or purports to rescind a Finance Document.

28.16    Material Adverse Change or other Event

There occurs, in the reasonable opinion of the Required Lenders:

(a)      a Material Adverse Change;

(b)      any Environmental Incident or other event or circumstance or series of events (including any change of law) occurs which is reasonably likely to result in a Material Adverse Change or

(c)      an event or circumstance which materially and adversely effects the ability of any Obligor to perform its obligations under the Finance Documents.

28.17    Litigation

Any litigation, alternative dispute resolution, arbitration or administrative proceeding is taking place, or, to the best of any Obligor’s knowledge, likely to be commenced or taken against any Obligor (including, without limitation, investigative proceedings) or any of its assets, rights or revenues which, if adversely determined, is reasonably likely to result in a Material Adverse Change.

28.18    Security enforceable

Any Security Interest (other than a Permitted Maritime Lien) in respect of Collateral becomes enforceable, unless any such Security Interest is being contested in good faith and by appropriate proceedings or other acts and the relevant Obligor has provided security acceptable to the Administrative Agent (acting reasonably on the instructions of the Required Lenders) to the extent

necessary to prevent the enforcement, arrest, attachment, seizure or forfeiture in respect of such Collateral.

28.19    Arrest of Ship

Any Mortgaged Ship is arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory lien or other claim and the relevant Upstream Guarantor fails to procure the release of such Mortgaged Ship within a period of thirty Business Days thereafter.

28.20    Ship registration

Except with approval, the registration of any Mortgaged Ship under the laws and flag of its Flag State is cancelled or terminated or, where applicable, not renewed or, if such Mortgaged Ship is only provisionally registered on the date of its Mortgage, such Mortgaged Ship is not permanently registered under such laws prior to the expiry of its provisional registration.

28.21    Political risk

The Flag State of any Mortgaged Ship or any Relevant Jurisdiction of an Obligor becomes involved in hostilities or civil war or there is a seizure of power in the Flag State or any such Relevant Jurisdiction by unconstitutional means if, in any such case, such event or circumstance might have a Material Adverse Change and, within fourteen (14) days of notice from the Administrative Agent (as instructed by the Required Lenders) to do so, such action as the Administrative Agent (as instructed by the Required Lenders) may require to ensure that such circumstances will not have such an effect has not been taken by the Borrower or the relevant Upstream Guarantor (such action may include, without limitation, the reflagging of such Mortgaged Ship to an approved Flag State and the provision of a new mortgage over the Mortgaged Ship and the necessary collateral documents as well as any documents required by the new Flag State).

28.22    Class or trading certificates

Any class or trading certificate for any Mortgaged Ship is withdrawn unless such withdrawal is remedied within seven (7) Business Days.

28.23    Hedging Contracts

(a)      An Event of Default or Potential Event of Default (in each case as defined in any Hedging Master Agreement) has occurred and is continuing under any Hedging Contract.

(b)      An Early Termination Date (as defined in any Hedging Master Agreement) has occurred or been or become capable of being effectively designated under any Hedging Contract.

(c)      A person entitled to do so gives notice of such an Early Termination Date under any Hedging Contract except with approval or as may be required by Clause 27.3 (Unwinding of Hedging Contracts).

(d)      Any Hedging Contract is terminated, cancelled, suspended, rescinded or revoked or otherwise ceases to remain in full force and effect for any reason except with approval by the Administrative Agent or as may be required by Clause 27.3 (Unwinding of Hedging Contracts).

28.24    Sanctions

(a)      It will be considered an Event of Default under this Agreement:

(i)       if any Obligor or any of its Affiliates becomes a Restricted Person or becomes owned or controlled by, or acts directly or indirectly on behalf of, a Restricted Person or any of such persons becomes the owner or controller of a Restricted Person;

(ii)      if any Obligor or any of its Affiliates fails to comply with any Sanctions;

(iii)      any proceeds of the Loan is made available, directly or indirectly, to or for the benefit of a Restricted Person or otherwise is, directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions;

(iv)     a change in law makes the making or maintenance of the Loan illegal or otherwise prohibited; or

(v)      if an Obligor or any of its officers, directors, employees or agents has violated or caused a Lender to violate any Sanctions in connection with this Agreement, and in such case, notwithstanding any other provision of this Agreement to the contrary:

(A)      such Lender may notify the Administrative Agent upon becoming aware of that event, and the Administrative Agent shall promptly notify the Borrower;

(B)      upon the Administrative Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled;

(C)      to the extent that the Lender’s participation has not been assigned pursuant to Clauses 2.2  (Increase) or 41.8(a) to 41.8(c)  (Replacement of a Defaulting Lender), the Borrower shall repay all amounts outstanding to the Lender on the last day of the Interest Period occurring after the Administrative Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Administrative Agent (being no earlier than the last day of any applicable grace period permitted by law).

(b)      In relation to each Restricted Lender defined in Clause 14.9(b) (Sanctions Indemnity), Clauses 20.1 (b) (Use of proceeds), 20.3 (Compliance with laws), 20.13 (Sanctions generally), 20.14 (Sanctions with respect to each Mortgaged Ship) and Clause 28.26 (Acceleration) shall only apply for the benefit of that Restricted Lender to the extent that the provisions would not result in (i) any violation of or conflict with Council Regulation (EC) 2271/96 or (ii) a violation of or conflict with section 7 German foreign trade rules (AWV) (Außenwirtschaftsverordnung) or a similar anti-boycott statute.

28.25    Anti-Bribery and Corruption

(a)      It will be considered an Event of Default under this Agreement if any Obligor or Affiliate breaches the representations, warranties, or covenants described in Clause 17.32 (Anti-Bribery and Corruption Laws).

(b)      If an Obligor or any of its officers, directors, employees or agents has violated or caused a Lender to violate any Anti-Bribery and Corruption Laws in connection with this Agreement, such Lender may, notwithstanding any other provision of this Agreement to the contrary, cancel its Commitment and participation in this Agreement in accordance with Clause 28.24(a)(v) (Sanctions).

28.26    Acceleration

Subject to the proviso hereto on and at any time after the occurrence of an Event of Default which is continuing the Administrative Agent may, and shall if so directed by the Required Lenders, by notice to the Borrower:

(a)      cancel the Total Commitments at which time they shall immediately be cancelled; and/or

(b)      declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable; and/or

(c)      declare that all or part of the Loan be payable on demand, at which time it shall immediately become payable on demand by the Administrative Agent on the instructions of the Required Lender;

(d)      declare that no withdrawals be made from any Account; and/or

(e)      exercise or direct the Security Agent and/or any other beneficiary of the Security Documents to exercise any or all of their rights, remedies, powers or discretions under the Finance Documents;

provided,  however, that upon the occurrence of any Insolvency Event specified in Clause 28.8  (Insolvency), the Total Commitments shall automatically be cancelled and the unpaid principal amount of the outstanding Loan and all interest and other amounts as aforesaid shall automatically become due and payable without further act of the Administrative Agent or any Lender.

29       Position of Swap Bank

29.1      Rights of Swap Bank

(a)      Each Swap Bank is a Finance Party and as such, will be entitled to share in the security constituted by the Security Documents in respect of any liabilities of the Borrower under the Hedging Contracts with such Swap Bank, on a subordinated basis and in the manner and to the extent contemplated by the Finance Documents.

(b)      So long as a Swap Bank has entered into any Hedging Contract, Hedging Contract Security and/or Hedging Master Agreement while it was an Original Lender (or an Affiliate of an Original Lender) and if such Original Lender is no longer a Lender under this Agreement, then the Security Interests securing the Hedging Contracts entered into by such Original Lender (or such Affiliate) and which were created by the relevant Security Document shall continue to remain in full force and effect.

29.2      No voting rights

No Swap Bank shall be entitled to vote on any matter where a decision of the Lenders alone is required under this Agreement, whether before or after the termination or close out of the Hedging Contracts with such Swap Bank, provided that each Swap Bank shall be entitled to vote on any matter where a decision of all the Finance Parties is expressly required.

29.3      Acceleration and enforcement of security

Neither the Administrative Agent nor the Security Agent or any other beneficiary of the Security Documents shall be obliged, in connection with any action taken or proposed to be taken under or pursuant to Clause 28  (Events of Default) or pursuant to the other Finance Documents, to have any regard to the requirements of the Swap Bank except to the extent that the relevant Swap Bank is also a Lender.

29.4      Close out of Hedging Contracts

(a)      The Parties agree that at any time on and after any Event of Default the Administrative Agent (acting on the instructions of the Required Lenders) shall be entitled, by notice in writing to a Swap Bank, to instruct such Swap Bank to terminate and close out any Hedging Transactions (or part thereof) with the relevant Swap Bank. The relevant Swap Bank will terminate and close out the relevant Hedging Transactions (or parts thereof) and/or the relevant Hedging Contracts in accordance with such notice immediately upon receipt of such notice.

(b)      No Swap Bank shall be entitled to terminate or close out any Hedging Contract or any Hedging Transaction under it prior to its stated maturity except:

(i)       in accordance with a notice served by the Administrative Agent under Clause 28.26 (Acceleration);

(ii)      if the Borrower has not paid amounts due under the Hedging Contract and such amounts remain unpaid for a period of 30 calendar days (not Business Days) after the due date for payment and the Administrative Agent (acting on the instructions of the Required Lenders) consents to such termination or close out;

(iii)      if the Administrative Agent takes any action under Clause 28.26 (Acceleration); or

(iv)     if the Loan and other amounts outstanding under the Finance Documents (other than amounts outstanding under the Hedging Contracts) have been repaid by the Borrower in full.

(c)      If an Event of Default has occurred and is continuing, if there is a net amount payable to the Borrower under a Hedging Transaction or a Hedging Contract upon its termination and close out, the relevant Swap Bank shall forthwith pay that net amount (together with interest earned on such amount) to the Security Agent for application in accordance with Clause 32.23  (Order of application).

(d)      No Swap Bank (in any capacity) shall set-off any such net amount against or exercise any right of combination in respect of any other claim it has against the Borrower.

(e)      Nothing in this clause shall limit the right of a Swap Bank, which ceases to be a Lender, from assigning, transferring or novating the Hedging Contract to which it is a party to another Swap Bank.

SECTION 8 - CHANGES TO PARTIES

30       Changes to the Lenders

30.1      Assignments by the Lenders

Subject to this Clause 30, a Lender (the “Existing Lender”) may, subject to the Facility Guarantor’s prior written consent, not to be unreasonably withheld or delayed as long as no Event of Default has occurred or is continuing, assign, transfer or novate all or any part of its rights under the Finance Documents to another bank or financial institution (a “Substitute”; it being agreed that following the occurrence of an Event of Default, no consent of the Facility Guarantor shall be required, and a Substitute may also include a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets).

Notwithstanding the foregoing sentence:

(a)      no consent of the Facility Guarantor shall be required for assignments or transfers to Affiliates of Lenders, other Lenders, KEXIM, K-sure or for securitization purposes of a Lender provided that such securitization shall continue to be managed by such Lender and it shall not result in such Lender assigning or transferring any of its rights in view of such securitization process;

(b)      none of the Obligors, Dorian Holdings LLC nor any of their respective directors and officers nor ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ may at any time purchase or otherwise acquire any interest in all or any portion of the Loan from any Existing Lender or a Substitute;

(c)      in relation to an Existing Lender’s rights under the Commercial Tranche, a Substitute may be only a Lender or other financial institution reasonably acceptable to the Facility Guarantor, such Facility Guarantor’s confirmation to be deemed given if no response to the contrary is received within seven (7) Business Days;

(d)      in relation to an Existing Lender’s rights under the KEXIM Guaranteed Tranche, a Substitute may be only a Mandated Lead Arranger or other financial institution acceptable to the Facility Guarantor and KEXIM, such Facility Guarantor’s confirmation to be deemed given if no response to the contrary is received within seven (7) Business Days;

(e)      in relation to an Existing Lender’s rights under the KEXIM Funded Tranche, no consent of the Facility Guarantor shall be required for transfers to any Substitute following a direction or requirement from the Korean Government or any agency thereof, provided that the Facility Guarantor shall be notified of any such transfer.

(f)       in relation to an Existing Lender’s rights under the K-sure Tranche:

(i)       a Substitute may be only a Mandated Lead Arranger or other financial institution acceptable to K-sure and the Facility Guarantor, such Facility Guarantor’s confirmation to be deemed given if no response to the contrary is received within seven (7) Business Days, and such Substitute may not be KEXIM;

(ii)      to the extent that it is required to do so by K-sure pursuant to the terms of any K-sure Insurance Policy, the K-sure transferor Lender shall cause a transfer to K-sure in respect of such part of its Commitment or (as the case may be) its portion of the relevant Advance under the K-sure Tranche as is equal to the amount simultaneously paid to it by K-sure under the relevant K-sure Insurance Policy, provided that this shall not be construed as depriving any K-sure transferor Lender of its rights to recover any part of the Total Commitments, Loan, Unpaid Sum or otherwise owing to it after receipt of the relevant K-sure Insurance Policy insurance proceeds;

(iii)      for the avoidance of doubt and without prejudice to the generality of the foregoing, in the event that K-sure pays out in full or in part the insurance proceeds in accordance with the terms of any K-sure Insurance Policy:

(A)      the obligations of the Obligors under this Agreement and each of the Finance Documents shall neither be reduced nor affected in any way;

(B)      K-sure shall be entitled to the extent of such payment to exercise all rights of the K-sure Lenders (whether present or future) against the Obligors pursuant to this Agreement and the Finance Documents or any relevant laws and/or regulations, as the case may be in respect of the Collateral and solely to the extent that these relate to such payment (but without prejudice to the exercise of such rights by the other Finance Parties) unless and until such insurance proceeds and the interest accrued on them are fully reimbursed to K-sure; and

(C)      with respect to the obligations of the Obligors owed to the Administrative Agent and/or the K-sure Lenders under the Finance Documents (or any of them), such obligations shall be owed to K-sure by way of subrogation of the rights of the K-sure Lenders.

30.2      Substitution

Subject to this Clause 30, any Existing Lender may assign all or any part of its rights under the Finance Documents to a Substitute. Any such assignment and assumption shall be effected upon five (5) Business Days’ prior notice by delivery to the Administrative Agent of a duly completed Substitution Certificate duly executed by such Lender, the Substitute and the Administrative Agent (for itself and on behalf of the other parties to the relevant Finance Document). On the effective date specified in a Substitution Certificate so executed and delivered, to the extent that they are expressed in such Substitution Certificate to be the subject of the assignment and assumption effected pursuant to this Clause 30.2:

(a)      the existing parties to the relevant Finance Document and the Lender party to the relevant Substitution Certificate shall be released from their respective obligations towards one another under such Finance Document (“discharged obligations”) and their respective rights against one another under such Finance Document (“discharged rights”) shall be cancelled;

(b)      the Substitute party to the relevant Substitution Certificate and the existing parties to the relevant Finance Document (other than the Lender party to such Substitution Certificate) shall assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by such Substitute instead of to or by such Lender;

(c)      the Substitute party to the relevant Substitution Certificate and the existing parties to the relevant Finance Document (other than the Lender party to such Substitution Certificate) shall acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against such Substitute instead of by or against such Lender; and

(d)      in the event any Lender transfers by way of assignment all or any part of its rights, benefits and/or obligations under any Finance Document to another person, the relevant Finance Document, this Agreement and the other Finance Documents shall remain in full force and effect,

and, on the date upon which such assignment and assumption takes effect, the Substitute shall pay to the Administrative Agent for its own account a fee in the sum of $4,000, unless waived by the Administrative Agent. The Administrative Agent shall promptly notify the other parties hereto and to the relevant Finance Document under which the assignment and assumption is occurring of the

receipt by it of any Substitution Certificate and shall promptly deliver a copy of such Substitution Certificate to the Borrower.

30.3      Reliance on Substitution Certificate

The Administrative Agent, the Security Agent, the Lenders and the Borrower shall be fully entitled to rely on any Substitution Certificate delivered to the Administrative Agent in accordance with the foregoing provisions of this Clause 30 which is complete and regular on its face as regards its contents and purportedly signed on behalf of the relevant Lender and the Substitute and neither the Administrative Agent, nor the Lenders nor the Borrower shall have any liability or responsibility to any party as a consequence of placing reliance on and acting in accordance with any such Substitution Certificate if it proves to be the case that the same was not authentic or duly authorized.

30.4      Signing of Substitution Certificate

Each of the Borrower, the Guarantors, the Mandated Lead Arrangers, the Swap Banks, the Lenders, the Administrative Agent, the Security Agent and the ECA Agent irrevocably authorizes the Administrative Agent to countersign each Substitution Certificate on its behalf without any further consent of, or consultation with, each such party.

30.5      Construction of certain references

If any Lender assigns, transfers, novates and/or substitutes all or any part of its rights, benefits and obligations as provided in Clause 30.1  (Assignments by the Lenders) or 30.2  (Substitution) all relevant references in the relevant Finance Document to such Lender shall thereafter be construed as a reference to such assignee, transferee, novatee or Substitute (as the case may be) to the extent of their respective interests.

30.6      Documenting assignments, transfers, novations and/or substitutions

If any Lender assigns, transfers, novates and/or substitutes all or any part of its rights, benefits and/or obligations as provided in Clause 30.1  (Assignments by the Lenders) or 30.2  (Substitution), the Borrower undertakes, immediately on being requested to do so by the Administrative Agent if so requested and at the cost of the Lender that has so assigned, transferred, novated and/or substituted all or any part of its rights and/or obligations, to enter into, and procure that the other Obligors which are parties to the Security Documents shall enter into, such documents as may be necessary or desirable to transfer to the assignee, transferee novatee or Substitute all or the relevant part of such Lender’s interest in the Security Documents and all relevant references in this Agreement and any other relevant Finance Document to such Lender shall thereafter be construed as a reference to the Lender and/or its assignee, transferee, novatee or Substitute (as the case may be) to the extent of their respective interests.

30.7      Lending office

Each Lender shall lend through its office at the address specified in Schedule 1 (The original parties) or, as the case may be, in any relevant Substitution Certificate or through any other office of such Lender selected from time to time by it through which such Lender wishes to lend for the purposes of this Agreement.

30.8      Disclosure of information

(a)      Each Finance Party agrees to use all reasonable efforts to maintain, in accordance with its customary practices, the confidentiality of Information (as defined below) for a period of 2 years after the New Closing Date, except that any Finance Party may give, divulge and reveal from time to time information and details relating to its account, any Ship, the Finance

Documents, the Facilities, any Commitment and any agreement entered into by the Borrower and/or any Guarantor or information provided by the Borrower and/or any Guarantor in connection with the Finance Documents to:

(i)       any private, public or internationally recognized authorities or any regulatory party to which that Finance Party is subject to, that are entitled to by law or judicial order and as such have requested to obtain such information;

(ii)      the head offices, branches and affiliates, and professional advisors (with a duty of confidentiality regarding such professional advisors) of any Finance Party;

(iii)      KEXIM, K-sure or any other parties to the Finance Documents;

(iv)     a rating agency or their professional advisors;

(v)      any person with whom they propose to enter (or contemplate entering) into contractual relations in relation to the Facilities and/or Commitments including, without limitation, any enforcement, preservation, assignment, transfer, novation, sale or sub-participation of any of the rights and obligations of any Finance Party; or

(vi)     any other person(s) regarding the funding, re-financing, transfer, assignment, novation, sale, sub-participation or operational arrangement or other transaction in relation thereto, including, without limitation, any enforcement, preservation, assignment, transfer, sale or sub-participation of any of the rights and obligations of any Finance Party.

(b)      For purposes of Clause 30.8(a) above, Information means all information received from any Obligor or any of its Subsidiaries relating to any Obligor or any of their Subsidiaries or any of their respective businesses (including, without limitation, information provided either directly by any such party or through electronic means (such as DebtDomain, Intralinks or other data websites)), other than any such information that is available to the Finance Parties on a non-confidential basis prior to disclosure by any Obligor or any of its Subsidiaries, provided that, in the case of information received from any Obligor or any of its Subsidiaries after the New Closing Date, such information is clearly identified at the time of delivery as confidential.

(c)      Any person required to maintain the confidentiality of Information as provided in this Clause 30.8 shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Information as such person would accord its own confidential information.

(d)      This clause 30.8 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding the confidentiality of Information and supersedes any previous agreement, whether express or implied, regarding such Information.

30.9      No additional cost

No Obligor shall be liable under this Agreement or any other Finance Document to pay more after an assignment, transfer, novation or substitution under Clause 30.1  (Assignments by the Lenders) or 30.2 (Substitution)  than it would have been liable to pay had such assignment, transfer, novation or substitution not taken place (except for transfer to KEXIM or K-sure).

30.10    Security over Lenders’ rights

In addition to the other rights provided to Lenders under this Clause 30 (Changes to the Lenders), each Lender may without consulting with or obtaining consent from any Obligor, at any time pledge,

assign or otherwise create a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

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

(b)      in the case of any Lender which is a fund, any pledge, assignment or other Security Interest granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities, except that no such pledge, assignment or Security Interest shall:

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

(ii)      require any payments to be made by an Obligor or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents.

31       Changes to the Obligors

No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents without prior written consent from all Lenders.

SECTION 9 - THE FINANCE PARTIES

32    Roles of Administrative Agent, Security Agent, Mandated Lead Arrangers and ECA Agent

32.1      Appointment of the Administrative Agent

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

(b)      Each such other Finance Party authorizes the Administrative Agent:

(i)       to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Administrative Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions; and

(ii)      to execute each of the Security Documents and all other documents that may be approved by the Required Lenders for execution by it.

32.2      Instructions to Administrative Agent

(a)      The Administrative Agent shall:

(i)       unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Administrative Agent in accordance with any instructions given to it by (A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and (B) in all other cases, the Required Lenders; and

(ii)      not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above.

(b)      The Administrative Agent shall be entitled to request instructions, or clarification of any instruction, from the Required Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Administrative Agent may refrain from acting unless and until it receives those instructions or that clarification.

(c)      Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Administrative Agent by the Required Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties save for the Security Agent.

(d)      The Administrative Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

(e)      In the absence of instructions, the Administrative Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.

(f)       The Administrative Agent is not authorized to act on behalf of a Lender or a Swap Bank (without first obtaining that Lender’s or that Swap Bank’s consent) in any legal or arbitration proceedings relating to any Finance Document. This Clause 32.2(f) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Security Documents.

32.3      Duties of the Administrative Agent

(a)      The Administrative Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

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

(c)      The Administrative Agent shall promptly forward to each Lender the documents provided to it by any Obligor pursuant to Clause 18 (Information Undertakings).

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

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

(f)       If the Administrative Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Administrative Agent, the Mandated Lead Arrangers or the Security Agent, for their own account) under this Agreement it shall promptly notify the other Finance Parties.

(g)      The Administrative Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

32.4      Role of the Mandated Lead Arrangers

Except as specifically provided in the Finance Documents, none of the Mandated Lead Arrangers have any obligations of any kind to any other Party under or in connection with any Finance Document or the transactions contemplated by the Finance Documents.

32.5      No fiduciary duties

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

(b)      None of the Administrative Agent, the Security Agent or any Mandated Lead Arranger shall be bound to account to any Lender or any Swap Bank for any sum or the profit element of any sum received by it for its own account or have any obligations to the other Finance Parties beyond those expressly stated in the Finance Documents.

32.6      Business with the Obligors

The Administrative Agent, the Security Agent and any Mandated Lead Arranger may accept deposits from, lend money to and generally engage in any kind of banking or other business with any Obligor or their Affiliates.