MASTER FUNDED SUB-PARTICIPATION AND TRUST (VEREINBARUNGSTREUHAND) AGREEMENT PROJECT NEPTUN

HSH Nordbank AG, a joint stock corporation under German law, registered in the commercial registers of the local court (Amtsgericht) of Hamburg under HRB 87366 as well as the local court of Kiel under HRB 6127 KI

Promontoria North Shipping Designated Activity Company, a Designated Activity Company, incorporated in Ireland with registered number 628792, and having its registered office at ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇

Recitals

1.

Interpretation and Construction

2.

Funded Participation

3.

Grantor’s Rights and Obligations

4.

Payments Administration

5.

Information

6.

Status of Participation

7.

Confirmation of Receipts

8.

Refunds

9.

Binding Amendments and Debt Restructuring

10.

Set-Off and Counterclaim

11.

Participant’s Acknowledgments

12.

Expenses and Indemnity

13.

Receiving Accounts

14.

Assignment and Transfer

15.

Termination

16.

Confidentiality

17.

Limitation period

18.

Notices

19.

Authorized Representative of the Participant

20.

Governing Law and Jurisdiction

21.

Severability

Annex 1: Form of Transfer Certificate

Annex 2: List of Relevant Sub-Participation Portfolio Items

The Grantor as Seller and Promontoria Holding 260 B.V. (the “Purchaser”) have signed the Loan Sale and Purchase Agreement (as defined below) on 28 February 2018 (the “Signing Date”), as amended from time to time, by virtue of which the Seller sold and the Purchaser bought the Portfolio Items.                                                                                                                                

                              The Purchaser has                              designated the Participant as Transferee with respect to the Shipping Portfolio.

The Parties herewith intent to execute the sub-participation agreement                                                                   in respect of the Sub-Participation Portfolio Items relating to the Shipping Portfolio Entities as listed in Annex 2 to this Agreement (the “Relevant Sub-Participation Portfolio Items”; the “Agreement” or “Master Funded Sub-Participation Agreement”).

By virtue of this Master Funded Sub-Participation Agreement the Parties intend that (i) commercial title (wirtschaftliches Eigentum within the meaning of § 39 para. 2 No. 1 of the German Tax Code (Abgabenordnung) as well as § 246 para. 1, 2nd sentence, 2nd subsentence of the German Commercial Code (Handelsgesetzbuch)) to the Relevant Sub-Participation Portfolio Items shall pass from the Grantor to the Participant by way of a trust agreement (Vereinbarungstreuhand) and (ii) the Grantor shall retain legal title (rechtliche Inhaberschaft) to the Relevant Sub-Participation Portfolio Items for the account of the Participant                                                                                   .

                                                                                                                                                To the extent and as long as legal title (rechtliche Inhaberschaft) of Sub-Participation Portfolio Items has not passed from the Grantor to the Participant, such Sub-Participation Portfolio Items shall be subject to the Master Funded Sub-Participation Agreement from (and including) the Closing Date of the Loan Sale and Purchase Agreement up to (and including) a Completion Date provided that such is occurring to the respective Sub-Participation Portfolio Item. The Participant may also instruct the Grantor to transfer the legal and beneficial title of any Relevant Sub- Participation Portfolio Item to an Assignee in accordance with the provisions of this Agreement.

As from the Closing Date, the Participant as the economic owner will be responsible for the servicing in respect of all Portfolio Items, including those which are sub-participated pursuant to this Agreement                                                                      

Interpretation and Construction

Interpretation

any amendment or waiver of any term of the Relevant Portfolio Documentation applicable to such Funded Participation or any refinancing of the indebtedness of any Obligor under any such Relevant Portfolio Documentation in each case made in accordance with the terms of such Relevant Portfolio Documentation; or

any rescheduling, restructuring or re-organisation of or the entry into any written standstill agreement or similar written arrangements in respect of the indebtedness (or of any class of the indebtedness) of any relevant Obligor following the Closing Date which satisfies the following tests:

the holders of more than half of that indebtedness or of any class of that indebtedness participate in or agree to the same; and

the same arises in accordance with applicable law in relation to any actual or purported insolvency, payments difficulty, moratorium, exchange control or transfer restrictions, withholding of foreign currency payments or similar circumstance.

any repayment or prepayment of principal;

any Interest paid in respect of a Loan, or default interest paid whether accrued on a Loan, on any interest or on any other amount in respect of which the Participant has made a payment under Clause 3; and

any commission, recurring or non-recurring fees, insurance proceeds or any other amount relating to:

any Loan, any Participation Commitment or any Portfolio Collateral; or

any Ancillary Right and Claim,

the date on which the Grantor signs the Transfer Certificate; and

the date specified as the Transfer Date in the Transfer Certificate.

Construction

In this Master Funded Sub-Participation Agreement unless the contrary intention appears, a reference to:

“includes” and “including” shall mean including without limitation;

words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders;

the index to and the headings in this Master Funded Sub-Participation Agreement are for information only and are to be ignored in construing the same;

a Clause or Annex is a reference to a clause or annex of this Master Funded Sub-Participation Agreement; and

a “Party” or any other person includes its successors in title, permitted assigns and permitted transferees.

Headings are for ease of reference only.

If, in relation to any Funded Participation, there is any inconsistency between this Master Funded Sub-Participation Agreement and the Loan Sale and Purchase Agreement, the Loan Sale and Purchase Agreement shall prevail, provided that the provisions                                       of the Loan Sale and Purchase Agreement shall not prejudice any rights of the Participant to give instructions to the Grantor under this Sub-Participation Agreement.

References to any document shall be references to the same as amended, varied, supplemented, replaced and restated in any manner from time to time.

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

Funded Participation

The Parties hereby agree that as from the date of this Master Funded Sub-Participation Agreement (which coincides with the Closing Date of the Loan Sale and Purchase Agreement) the Grantor shall hold each Relevant Sub-Participation Portfolio Item to the extent not yet legally transferred to the Participant pursuant to the Loan Sale and Purchase Agreement in trust (Vereinbarungstreuhand als Geschäftsbesorgung gemäß § 675 BGB) for the Participant (the Participant’s rights following from such trust relationship in respect of such Relevant Sub-Participation Portfolio Item (and each element of each Relevant Sub-Participation Portfolio Item) a “Funded Participation”). By virtue of such Funded Participation (i) commercial title (wirtschaftliches Eigentum within the meaning of § 39 para. 2 No. 1 of the German Tax Code (Abgabenordnung) as well as § 246 para. 1, 2nd sentence, 2nd subsentence of the German Commercial Code (Handelsgesetzbuch)) to such Relevant Sub-Participation Portfolio Items shall pass from the Grantor as trustee to the Participant as trustor and (ii) the Grantor shall retain legal title (rechtliche Inhaberschafi) to such Relevant Sub-Participation Portfolio Items for the account of the Participant. Subject to the terms and conditions hereof, in respect of such Portfolio Items, all commercial benefits and burden (Nutzen und Lasten) shall be for the account of the Participant and the Grantor shall carry out the instructions of the Participant. The Grantor’s consideration as trustee shall consist of the consideration received under the Loan Sale and Purchase Agreement. For the avoidance of doubt, this Agreement shall not create a civil law partnership (BGB In-nengesellschaft).

As regards a Funded Participation being a current account facility (Kontokorrentkredite),                                                              

Settlement Amount

Sums due under Relevant Portfolio Documentation

Excluded Liabilities

Grantor’s Rights and Obligations

Receipts

under any Relevant Portfolio Documentation; or

in respect of the Ancillary Rights and Claims,

Payments

In respect of each Funded Participation, subject to Clause 4.3 and 7 and compliance by the Participant with its obligations under that Funded Participation, with effect from the Closing Date respectively the date on which this Agreement is effectively executed, the Grantor shall pay to the Participant within five Business Days of actual receipt (whether by way of actual cash payment, the exercise of any right of set-off or otherwise) of any Cash Distribution applicable to the Funded Participation an amount equal to the Cash Distribution.

The Grantor shall be entitled to deduct and retain for its account from any payment it is required to make to the Participant pursuant to Clause 3.2(a) above an amount equal to any Relevant Costs and Expenses incurred by the Grantor as of that date.

Non-Cash Distributions

account to the Participant for the full economic benefit thereof; and

to the extent it is able to do so without breaching any law or the terms and conditions applicable to such Non-Cash Distribution exercise any voting rights or discretions in accordance with the written directions of the Participant, provided that such written directions are provided at least one Business Day prior to the date on which the voting rights or discretions are to be exercised (and the Grantor will not be obliged to exercise those rights and/or discretions in the absence of such written directions from the Participant) subject always to the provisions in Clauses 6.2, and 6.3 which shall apply mutatis mutandis, to such Non-Cash Distribution.

Non-attributable sums

No reinvestment

Directions of the Participant

Payments Administration

Place

Funds and currency

Subject to paragraph (b) below, payments under each Funded Participation shall be made in the currency in which the amount is denominated for value on the due date at such times and in such funds as are customary at the time for settlement of transactions in that currency.

Where the Grantor’s obligation to make a payment under any Funded Participation arises from receipt or recovery of any Cash Distribution, the Grantor shall make the payment in the currency and funds in which those monies were received or recovered and, if that currency is not the currency of the country where the designated Receiving Account of the Participant is located, it shall be made to the account of the Participant in the principal financial center of the country of that currency specified by the Participant.

Grantor withholding

All payments by the Grantor under each Funded Participation shall be made net of any deduction or withholding required to be made from such payments by any law, regulation or practice. If any such deduction or withholding is required to be made, the Grantor shall pay the full amount required to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and then deliver to the Participant within thirty days after having received the original receipt (or certified copy thereof) issued by such authority evidencing the payment to such authority of all amounts required to be deducted or withheld in respect of such payment. The Participant shall bear the risk of such deduction or withholding and the obligation of the Grantor (i) to pay an amount net of such deduction or withholding and (ii) to account to the relevant taxation or other authority for the amount of such deduction or withholding shall satisfy the Grantor’s obligation to make the original payment to the Participant.

The Grantor under each Funded Participation shall use its reasonable endeavours to reduce and avoid any obligation to make such deduction or withholding as is referred to in paragraph (a) above provided that Participant fully cooperates with the Grantor and provides required information, forms and evidence for such reduction and avoidance. The Grantor and the Participant have the understanding that the transactions contemplated by the Loan Sale and Purchase Agreement, including this Master Funded Sub-Participation Agreement, qualify as a true sale for German accounting and tax purposes so that any payments under this Master Funded Sub-Participation Agreement are not subject to withholding taxes. Accordingly, the Grantor will not declare and withhold any withholding tax on payments to the Participant under this Master Funded Sub-Participation Agreement unless explicitly instructed by a tax authority or

Failure to remit

responsible for any loss or liability arising out of its failure, or the failure of its relevant branch, owing to causes outside its control (such as, but not limited to, the imposition of foreign exchange restrictions) to remit to the Participant any amount due to it under any Funded Participation; or

except as otherwise provided in Clause 4.5, liable to remit to the Participant any amount greater than the relevant Participant’s Proportion of any amount it receives (whether by way of actual payment, the exercise of any right of set-off or otherwise) in respect of any Participated Tranche or Loan or Ancillary Rights and Claims.

Default interest

Participant Commitment

(other than pursuant to Clause 15) sell, transfer or otherwise dispose of;

create any Encumbrance; or

agree to take any actions set out in paragraph (a) or (b) above,

Information

The Grantor shall from the Closing Date, to the extent that it is lawfully able to do so without breaching any duty of confidentiality or other obligation owed to any person without undue delay provide the Participant with copies of:

all written communications and documents (including notices) it receives or sends under the Relevant Portfolio Documentation applicable to such Funded Participation in its capacity as a Lender or as holder of any Portfolio Collateral or beneficiary of any related guarantee unless such written communication and document is immaterial; and

any written information it receives under the Relevant Portfolio Documentation in its capacity as Lender or secured party from a third party (excluding, for the avoidance of doubt, from its legal or other professional advisors) in connection with any legal proceedings including any insolvency proceedings which have been commenced against an Obligor under the Relevant Portfolio Documentation unless such written information is immaterial;

Clause 5.1 above shall not apply if the Participant gives written notice to the Grantor that it does not wish to receive copies of the communications and documents and information detailed in Clause 5.1(a) above.

Any written notice given by the Participant under Clause 5.2 above may be revoked by the Participant at any time in writing. If such notice is revoked, the provisions of Clause 5.1 above will apply in respect of the Funded Participation from the date on which the Grantor receives notice of the revocation.

The Grantor shall have no responsibility, neither initially nor on a continuing basis to provide the Participant with any information relating to any credit rating made by the Grantor relating to any Obligor or any other person and the Participant acknowledges that it has made and will continue to make such independent appraisal and examination of the same as it thinks necessary or advisable without reliance upon the Grantor.

Each Party agrees to provide such information to the other Party as such Party reasonably requests in order to comply with regulatory requirements.

Status of Participation

Status of Participation

the Grantor does not, by virtue of the relevant Participation, transfer or assign any rights or obligations under the Relevant Portfolio Documentation or any Ancillary Rights and Claims applicable to such Funded Participation and the Participant will not acquire from the Grantor any of its rights in rem (dingliche Rechte) in the Portfolio Items or any of its rights or obligations vis-à-vis any Obligor or other third party or in any monies or Non-Cash Distributions received by the Grantor under or in relation to such Relevant Portfolio Documentation or the Ancillary Rights and Claims. In respect of each Funded Participation, the Participant shall not be subrogated to or substituted in respect of the Grantor’s claims by virtue of any payment under that Funded Participation and the Participant shall have no direct contractual relationship with or rights against any Obligor or other party to the Relevant Portfolio Documentation applicable to that Funded Participation (except the Grantor) by reason of that Funded Participation.

Subject to Clause 6.2, nothing in any Funded Participation shall place the Grantor under an obligation to enquire as to the occurrence or otherwise of an event of default under any Relevant Portfolio Documentation.

Subject to Clause 6.2, nothing in any Funded Participation shall place the Grantor under an obligation to exercise any rights of set-off it may have against any Obligor.

The Grantor’s obligations under each Funded Participation shall be subject to its obligations under the Relevant Portfolio Documentation applicable to that Funded Participation.

Conduct

The Grantor shall not (or shall not agree to) without the prior written consent of the Participant, and shall at the direction of the Participant and on behalf of the Participant:

exercise or refrain from exercising any or all of its rights, powers and discretions arising under or in connection with the Relevant Portfolio Documentation applicable to that Funded Participation;

agree to any variation or waiver of the terms of the Relevant Portfolio Documentation applicable to that Funded Participation; and

perform any other acts under the Relevant Portfolio Documentation applicable to that Funded Participation,

The Grantor shall promptly notify, consult and discuss with the Participant in good faith with respect to any circumstances arising under Clause 6.2(a) above so as to obtain the consent of the Participant in accordance with the above. The Participant shall use its reasonable endeavours to provide instructions or directions in writing to the Grantor in respect of any matter properly notified to the Participant (the “Participant’s Direction”) as soon as reasonably practicable and, in any event, within 10 Business Days of a request for such Participant’s Direction or, to the extent that the Grantor is subject to a contractual obligation or applicable law requiring it to respond to the relevant Borrower or third party within a shorter time frame, within that time frame provided that such required time frame is notified to the Participant at the time that the Grantor makes the request for the relevant Participant’s Direction. To the extent that the Grantor, having properly notified the Participant in compliance with this provision, does not receive a response to a request for a Participant’s Direction in accordance with this clause (b) within the applicable time frame, the Grantor shall be deemed to have consulted with the Participant and the Participant shall be deemed to have refused its consent to the action or inaction (as the case may be).

Notwithstanding any other agreement between the Grantor and the Participant to the contrary, the Grantor may refrain from (i) exercising any or all of its rights, powers and discretions arising under or in connection with the Relevant Portfolio Documentation applicable to the Funded Participation or (ii) complying with the terms of Clause 6.2 (including, for the avoidance of doubt, taking or omitting to take any action pursuant to a Participant’s Direction), which in either case (i) or (ii) would be reasonably likely in the reasonable opinion of the Grantor to result in (x) the Grantor incurring any losses or liabilities or (y) in an increase to the aggregate Commitments of the Grantor under a Participated Tranche, until either in case (x) or (y) it has received such assurance, security or indemnity as it may reasonably require that it will be reimbursed and/or indemnified by the Participant for any such loss, liability or increase of Commitment.

Notwithstanding any other agreement between the Grantor and the Participant to the contrary, the Grantor is not obliged to do or omit to do anything (whether or not pursuant to a direction of the Participant) which it determines in good faith would:

violate or breach any applicable law, the relevant Relevant Portfolio Documentation, any requirement, voluntary code or direction (whether or not having the force of statutory law) emanating from or endorsed by any central bank or regulatory authority to which the Grantor is subject to;

result in non-compliance with any Grantor’s internal policy requirements which are established generally by the Grantor for the purpose of implementing (and are required to implement) applicable law and not solely directed towards the arrangements contemplated by this Master Funded Participation Agreement;

prejudice the Grantor’s or any of its Affiliates’ continuing relationship with any regulatory authority;

constitute a breach of a fiduciary duty or duty of confidentiality; and/or

damage the Grantor’s or any of its Affiliates’ reputation                                                                                                   

If so directed by the Participant, the Grantor shall pursue or continue any litigation in respect of any matter related to a Funded Participation pending at the Closing Date, either before any ordinary or arbitration court or out-of-court. The Grantor shall exercise the same degree of care when pursuing or continuing any such litigation as it would if it had not entered into this Agreement.

Grantor’s duty of care

Exclusion of liability

Without limiting paragraph (b) below                                               and unless directly caused by its fraud or fraudulent concealment, gross negligence or willful misconduct, the Grantor will not be liable for any action taken by it under or in connection with any Relevant Portfolio Documentation or the exercise (or non-exercise) of any of its rights or obligations under and in accordance with Clause 6.1 on or after the Closing Date.

Without prejudice to Clause 4.4, the Grantor will not be liable (except, in each case, to the extent such loss liability, cost or expense incurred by the Participant has resulted from fraud or fraudulent concealment, gross negligence or willful misconduct by the Grantor) for any delay or failure (or any related consequences) in crediting an account with an amount required under the applicable Funded Participation to be paid by the Grantor if the Grantor has promptly taken all necessary steps to comply with the regulations or operating procedures of any recognized clearing or settlement system used by the Grantor for that purpose.

Save to the extent resulting from its fraud, gross negligence or willful misconduct, the Grantor shall not be responsible for any loss or liability arising out of its failure, or the failure of its relevant branch, owing to the application of applicable law, to remit to the Participant any amount due to it under the Funded Participation.

Save to the extent caused by its fraud or fraudulent concealment or willful misconduct, the Grantor shall not be responsible for any indirect or consequential damages, loss of profits or loss of revenue.

Servicing and Administration

Confirmation of Receipts

Where the obligation of the Grantor to make a payment to the Participant under a Funded Participation arises as a result of it having received an amount from another person, the Grantor is not obliged to make that payment until the Grantor has established that it has actually received that amount in cash and cleared funds.

In respect of each Funded Participation the Grantor may assume that the sum has been paid to it in accordance with the Relevant Portfolio Documentation applicable to such Funded Participation, and, in reliance on that assumption, make available to the Participant a corresponding amount or the relevant portion of that sum. If the sum has not been made available but the Grantor has paid a corresponding amount or the relevant portion of that sum to the Participant, the Participant shall forthwith on demand by the Grantor refund the corresponding amount or the relevant portion thereof together with interest on that amount from the date of payment to the date of refund, calculated at a rate reasonably determined by the Grantor to reflect its costs of funds.

Refunds

If, in respect of any Funded Participation, the Grantor applies any amount in or towards satisfaction of an Obligor’s obligation under the Relevant Portfolio Documentation applicable to such Funded Participation and the Grantor is, as a result of the application or any payment to the Grantor giving rise to the application, obliged by any law, rule or regulation to make any payment to any person, then the Participant shall, upon demand by the Grantor, repay to the Grantor a corresponding portion of any amount paid to the Participant as a result of the application.

If, in respect of any Funded Participation, under any pro rata sharing, loss-sharing or similar clause in the Relevant Portfolio Documentation applicable to such Funded Participation, the Grantor is obliged:

to pay a sum to other Lenders or the Agent under such Relevant Portfolio Documentation;

to acquire an interest in any sum owing to any other Lender under such Relevant Portfolio Documentation; or

otherwise to share any receipts or recoveries by the Grantor under such Relevant Portfolio Documentation,

Binding Amendments and Debt Restructuring

Risk

Blocked payments

any sum which is paid into a blocked account (other than a sum paid into an account blocked in favour of the Grantor which the Grantor is entitled to transfer pursuant to the Relevant Portfolio Documentation) or is paid in non-transferable or non-convertible currency until that impediment is removed; or

any sum which is required to be used for a specific purpose pursuant to a Binding Amendment and Debt Restructuring.

Other instruments

Agreements

In respect of each Funded Participation, subject as provided in such Funded Participation, the Grantor may, from the Closing Date, with the prior written consent of the Participant, participate in any agreement in connection with a Binding Amendment and Debt Restructuring and which relates to any principal of, Interest on or fees in respect of, any Participated Tranche or Loan applicable to such Funded Participation provided that if the consent of the Participant is required for that Binding Amendment and Debt Restructuring, the Participant has given its prior written consent.

In respect of each Funded Participation, the Grantor, from the Closing Date, shall give to the Participant the benefit of each agreement referred to above on the same terms (with any necessary amendments to reflect the nature of that agreement) as such Funded Participation to the extent that payments received and applied by the Grantor under that agreement are in the Grantor’s reasonable opinion attributable to the Participant’s Proportion in relation to any Participated Tranche or Loan applicable to such Funded Participation.

New money

If, in connection with any Binding Amendment and Debt Restructuring relating to any Funded Participation, the Grantor agrees to increase its exposure, the Grantor shall not be obliged to account to the Participant under that Funded Participation until that increased exposure has been paid and satisfied unless:

the Participant participates in the increased exposure on the terms of that Funded Participation (with any necessary amendments to reflect the nature of that agreement);

the terms on which the Grantor so agrees to increase its exposure provide otherwise; or

any sums received by the Grantor following the increased exposure are, in the Grantor’s reasonable opinion, attributable to any Loan or Participated Tranche applicable to such Funded Participation.

Notwithstanding any other provision contained in this Master Funded Sub-Participation Agreement the Participant shall have no obligation to participate in any increased exposure whether in connection with any Binding Amendment and Debt Restructuring or otherwise.

Set-Off and Counterclaim

No set-off and counterclaim

Permitted set-off

Participant’s Acknowledgments

the Participant shall have no recourse to the Grantor if any Obligor fails to comply with its obligations under the Relevant Portfolio Documentation applicable to such Funded Participation;

the Grantor is under no obligation to support, and shall not be liable to reimburse or otherwise be responsible for, any losses directly or indirectly sustained or incurred by the Participant in connection with such Funded Participation for any reason whatsoever; and

Expenses and Indemnity

Relevant Costs and Expenses

Subsequent recoveries

Information

Receiving Accounts

Receiving Account of the Grantor

Receiving Account of the Participant

Changes to Receiving Accounts

Each Party may designate specific payment instructions (in particular correspondent bank’s details) and a different account as its Receiving Account for payment under any Funded Participation, by giving the other not less than five Business Days’ notice before the due date for payment.

If the Party receiving a designation pursuant to Clause 13.3(a) reasonably believes that the transmission of payments to the account(s) detailed therein would be a breach of any applicable law, it shall not be obliged to make any payment to such account(s) and shall notify the other Party thereof and the other Party shall cooperate in good faith to name an alternative account.

Assignment and Transfer

Assignment and Transfer by the Participant

assign its rights; or

transfer by assignment and assumption of contract (Vertragsübernahme) all (but not only parts) of its rights and obligations

Assignment and Transfer by the Grantor

assign its rights; or

transfer by assignment and assumption of contract (Vertragsübernahme) all (but not only parts) of its rights and obligations

Conditions of prior assignment or transfer

Procedure for transfer by Participant

A transfer by the Participant of its rights and obligations under any Funded Participation to a third party (a “Transferee”) is effected in accordance with paragraph (c) below when the Grantor signs an otherwise duly completed Transfer Certificate in respect of such Funded Participation delivered to it by the Participant and the Transferee.

Subject to the Clause 14.3, the Grantor shall, as soon as reasonably practicable (and in any case no more than 10 Business Days) after receipt by it of a duly completed Transfer Certificate, sign that Transfer Certificate.

With effect from the Transfer Date:

the Grantor and the Participant shall be released from further obligations towards one another under the relevant Funded Participation and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”);

the Grantor and the Transferee shall assume obligations towards one another and acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Grantor and the Transferee have assumed and/or acquired the same in place of the Grantor and the Participant;

the Transferee shall become a party to the relevant Funded Participation as the “Participant”.

Sub-participation

Termination

Elevation and loss of title

Termination by notice and sale

fails to pay an amount in respect of that Funded Participation when due and payable (provided in each case that such failure does not result from a breach by the Grantor of any of its obligations in respect of that Funded Participation); or

assigns its rights or transfers its rights and obligations under any Funded Participation to a third party other than in accordance with the provisions of Clause 14 (Assignment and Transfer).

Effect of Termination and Loan Sale

Proceeds of Loan Sale

Without prejudice

Confidentiality

The Participant undertakes to keep confidential all information it receives from the Grantor under each Funded Participation to the extent required by the Relevant Portfolio Documentation applicable to that Funded Participation.

The Participant agrees that the Grantor may, in relation to any Funded Participation, disclose:

to the relevant Obligor, syndicate or pool members, facility, security and/or payment agent that it has entered into such Funded Participation and has granted voting rights to the Participant; and

to any party of the applicable Relevant Portfolio Documentation and/or any third party the Grantor may deem appropriate any document, matter or thing following an enforcement action in respect of all or any part of the Relevant Portfolio Items.

Limitation period

Notices

Communications in writing

Addresses

Changes of address

Delivery

Any communication or document made or delivered by one person to another under or in connection with a Funded Participation will only be effective:

if by way of e-mail or fax, when received in legible form; or

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

Any communication or document which becomes effective, in accordance with paragraph (a) above, after 5:00pm in the place of receipt shall be deemed only to become effective on the following day.

Language

Authorized Representative of the Participant

During the term of this Agreement, the Participant will name an authorized recipient (Zustellungsbevollmächtigten) (the “Authorized Recipient”) entitled to receive any information, communication and/or correspondence and/or other request on behalf of the Participant from the Grantor under or in connection with this Agreement.

As of the Closing Date the Authorized Recipient is, Promontoria Holding 259 B.V., a private limited liability company (besloten vennotschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands and registered with the commercial register under the registration number 70676577

Any communications and/or correspondence to be made under or in connection with each Funded Participation made by the Grantor to the Authorized Recipient is deemed to be made to the Participant in accordance with Clause 18.2.

The Grantor may rely on the power of representation of the Authorized Recipient as set out in Clause 19.1 and 19.3 until the Participant notifies the Grantor in writing with a notice period of ten (10) Business Days that the power of representation granted to the Authorized Recipient has been revoked and simultaneously provides the details of the new Authorized Recipient appointed by the Participant.

The Authorized Recipient shall not be a beneficiary under this Agreement. However, the Participant may nominate itself, represented by one of its managing directors, as Authorized Recipient.

Governing Law and Jurisdiction

Governing Law

Jurisdiction

Any disputes arising from or in connection with this Master Funded Sub-Participation Agreement or its validity, shall be referred to arbitration for a final decision, with any resort to a court of law being excluded. Arbitration decisions shall be made by three (3) arbitrators in accordance with the arbitration rules of the German Institution of Arbitration e.V. (Institut für Schiedsgerichtsbarkeit - DIS) being in force from time to time. Any such arbitration proceedings shall be held in English. The official language of any such arbitration proceedings shall be English. Documents and any other evidence in written form may be delivered in English and German or certified translations into English or German.

In the event that mandatory applicable law requires any matter arising out of or in connection with this Master Funded Sub-Participation Agreement and its execution to be decided upon by an ordinary court of law, the competent courts in Hamburg, Germany shall have the exclusive jurisdiction.

Severability

[            ] the Grantor

[The Participant] (the “Participant”) and [The Transferee] (the “Transferee”)

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

We refer to Clause 14.4 of the Master Funded Sub-Participation Agreement:

The Participant and the Transferee agree to the Participant transferring to the Transferee by novation all of the Participant’s rights and obligations under the Funded Participation in accordance with Clause 14.4 of the Master Funded Sub-Participation Agreement.

The proposed Transfer Date is [•].

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

This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by German law.