TERM LOAN FACILITY

Dated 16 September 2024

 

TERM LOAN FACILITY

 

POSITANO MARINE INC.

REEF SHIPTRADE LTD

as joint and several Initial Borrowers

 

and

 

MAUI SHIPPING CO.

as Guarantor

 

and

 

THE FINANCIAL INSTITUTIONS

listed in Part B of Schedule 1
as Original Lenders

 

and

 

MACQUARIE BANK LIMITED, LONDON BRANCH

as Arranger

 

and

 

MACQUARIE BANK LIMITED, LONDON BRANCH

as Facility Agent

 

and

 

MACQUARIE BANK LIMITED, LONDON BRANCH

as Security Agent

 

FACILITY AGREEMENT

 

relating to a committed facility of up to $16,500,000 for
re-financing m.v. "ALFA" and financing part of the acquisition cost of m.v. "BELLEMAR" (tbr "BRAVO")
and an uncommitted facility of up to $75,000,000

 

Index

 

Execution

THIS AGREEMENT is made on 16 September 2024

 

PARTIES

 

 

 

 

 

 

 

 

BACKGROUND

 

The Lenders (hereinafter defined) have agreed to make available to the Initial Borrowers a committed facility of up to $16,500,000 in two Initial Advances for the purposes of:

 

 

 

 

 

The Lenders have further agreed to make available to the Borrowers an uncommitted facility of $75,000,000 (or such higher amount as may be agreed between the Facility Agent and the Borrowers) for the purpose of, amongst other matters, financing or re-financing part of the acquisition cost of any Additional Ships.

 

OPERATIVE PROVISIONS

 

1	DEFINITIONS AND INTERPRETATION

1.1	Definitions

(a)

in relation to the Commitment as at the date of this Agreement, the period from and including the date of this Agreement to and including the date falling 60 days after the date of this Agreement;

(b)

in relation to the Commitment in respect of an Upsize, the period determined by the Facility Agent and specified in the Upsize Confirmation,

(a)

the amount of its participation in the outstanding Loan; and

(b)

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

(a)

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BBRD, 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 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.

(a)

where a Fixed Rate does not apply in respect of an Advance:

(i)

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

(ii)

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

(b)

in respect of an Advance to which a Fixed Rate applies at the time, the amount of any expenses which a Lender is charged by its treasury department as a result of (i) that Advance being repaid or prepaid either in whole or in part other than in accordance with the relevant Repayment Schedule or (ii) an Unfixing.

(a)

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

(b)

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

(a)

any Transaction Obligor or any of its advisers; or

(b)

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

(i)

information that:

(A)

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 43 (Confidential Information); or

(B)

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

(C)

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

(ii)

any Funding Rate.

(a)

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

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

from communicating with other Parties or, if applicable, any Transaction Obligor in accordance with the terms of the Finance Documents,

(a)

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

(i)

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

(ii)

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

(iii)

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

(iv)

remuneration for salvage and towage services;

(v)

demurrage and detention moneys;

(vi)

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

(vii)

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

(viii)

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

(b)

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

(a)

an account in the name of that Borrower with the relevant Account Bank designated "[name of Borrower] - Earnings Account";

(b)

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

(c)

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

(a)

any release, emission, spill or discharge of Environmentally Sensitive Material whether within a Group Ship or from a Group Ship into any other vessel or into or upon the air, sea, land or soils (including the seabed) or surface water; or

(b)

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

(c)

any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils (including the seabed) or surface water otherwise than from a Group Ship and in connection with which a Group Ship is actually or potentially liable to be arrested and/or where any Transaction Obligor and/or any operator or manager of a Group Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action.

(a)

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

(b)

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

(c)

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

(a)

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

(b)

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

(a)

this Agreement (including each Repayment Schedule);

(b)

each Fee Letter;

(c)

each Utilisation Request;

(d)

each Security Document;

(e)

any Subordination Agreement;

(f)

any other document which is executed for the purpose of establishing any priority or subordination arrangement in relation to the Secured Liabilities;

(g)

any Accession Deed;

(h)

any other document which is executed for the purpose of an Upsize; and

(i)

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

(a)

moneys borrowed;

(b)

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

(c)

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

(d)

the amount of any liability in relation to any lease or hire purchase contract which would, in accordance with GAAP, be treated as a balance sheet liability;

(e)

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

(f)

any amount raised under any other transaction (including any forward sale or purchase agreement or trade credit) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;

(g)

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);

(h)

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

(i)

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

(a)

the amount required to fund the Earnings Accounts, Dry Dock Reserve Accounts and Restricted Cash Accounts pursuant to Clause 25 (Accounts, Application of Earnings); and

(b)

any fees, commissions, costs and expenses due and payable by the Borrowers pursuant to Clause 11 (Fees) and Clause 16 (Costs and Expenses) on the relevant Utilisation Date,

(a)

such Initial Permitted Distribution is made (i) in respect of Borrower A, no later than 14 days after the relevant Utilisation Date and (ii) in respect of Borrower B, no later than 30 days after the relevant Utilisation Date;

(b)

the Facility Agent has confirmed in writing before the payment of such Initial Permitted Distribution that it is satisfied that the aggregate balance on the relevant Earnings Accounts less any Net Trade Payables will be at least the amount required pursuant to Clause 25.2(b) (Payment of Earnings, starting working capital amount) immediately following the making or payment of such Initial Permitted Distribution; and

(c)

no Default has occurred and is continuing or would occur as a result of the making or payment of such Initial Permitted Distribution.

(a)

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

(b)

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

(a)

either:

(i)

the applicable Term SOFR (as of the Quotation Day) for the longest period (for which Term SOFR is available) which is less than the Interest Period of that Advance or any part of it (as the case may be); or

(ii)

if no such Term SOFR is available for a period which is less than the Interest Period of that Advance or any part of it (as the case may be), RFR for the day which is two RFR Banking Days before the relevant Quotation Day; and

(b)

the applicable Term SOFR (as of the Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds that Interest Period of that Advance or any part of it (as the case may be).

(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 27 (Changes to the Lenders),

(a)

the amount of the Loan then outstanding (plus, during a Fixed Rate Period only, any Break Costs that would be payable if the whole of the Loan were to be repaid or prepaid at that time) less any amount held in the Restricted Cash Accounts which has been provided under paragraph (b) of Clause 24.2 (Provision of additional security; prepayment);

(b)

the aggregate of:

(i)

the Market Value of the Ships then subject to a Mortgage;

(ii)

the amounts standing to the credit of the Restricted Cash Accounts (but excluding any amount held in the Restricted Cash Accounts which has been provided under paragraph (b) of Clause 24.2 (Provision of additional security; prepayment)); and

(iii)

the net realisable value of additional Security previously provided under Clause 24 (Loan Value Ratio) (but excluding any amount held in the Restricted Cash Account which has been provided under paragraph (b) of Clause 24.2 (Provision of additional security; prepayment)).

(a)

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

(b)

at any other time, a Lender or Lenders whose participations in the Loan aggregate more than 66⅔ per cent. of the amount of the Loan then outstanding or, if the Loan has been repaid or prepaid in full, a Lender or Lenders whose participations in the Loan immediately before repayment or prepayment in full aggregate more than 66⅔ per cent. of the Loan immediately before such repayment.

(a)

in relation to each Initial Advance, 3.95 per cent. per annum; and

(b)

in relation to each Upsize Advance, the rate notified by the Facility Agent to the Borrowers pursuant to paragraph (c) of Clause 2.2 (Upsize Option) in connection with the relevant Upsize.

(a)

the market value of that Ship or vessel conclusively determined by the arithmetic average of two valuations prepared for and addressed to the Facility Agent:

(i)

as at a date not more than 15 Business Days previously;

(ii)

by two Approved Valuers selected by the Facility Agent;

(iii)

in dollars;

(iv)

with or without (as the Facility Agent may require):

(A)

physical inspection of that Ship or vessel; or

(B)

regard to any physical inspection report provided by the Facility Agent to the Approved Valuer; and

(v)

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

(b)

an amount determined by the Facility Agent acting with the authorisation of the Majority Lenders as being an amount equal to the amount of the usual and reasonable expenses which would be reasonably likely to be incurred in connection with a sale described in sub-paragraph (v) of paragraph (a) above (capped at one per cent. of such arithmetic average) (provided that no such deduction shall be made in determining the market value of a Ship for the purposes of calculating the amount of the Loan in accordance with paragraph (b) of Clause 5.3 (Currency and amount),

(a)

the business, operations, property, condition (financial or otherwise) or prospects of any Obligor; or

(b)

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

(c)

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

(a)

in respect of Initial Ship B, the memorandum of agreement dated 2 August 2024 and entered into by (i) Initial Borrower B as buyer and (ii) the relevant Seller as seller for the sale and purchase of Initial Ship B, and any relevant addenda, if applicable; and

(b)

in respect of any relevant Additional Ship, a memorandum of agreement entered or to be entered into between the relevant Additional Borrower as buyer and the relevant Seller as seller for the sale and purchase of the relevant Additional Ship, and any relevant addenda, if applicable.

(a)

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

(b)

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

(c)

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

(a)

in relation to an Obligor other than an Additional Borrower, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement; or

(b)

in relation to an Additional Borrower, the jurisdiction under whose laws that Additional Borrower is incorporated as at the date of the Accession Deed pursuant to which that Additional Borrower becomes a Borrower.

(a)

which is a time, voyage or consecutive voyage charter;

(b)

the duration of which is not equal to, or does not exceed and is not capable of exceeding, by virtue of any optional extensions, 12 months excluding any customary redelivery allowance of not more than 45 days;

(c)

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

(d)

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

(a)

the Facility Agent has confirmed to the Borrowers in writing before the making or payment of such dividend or distribution that:

(i)

the Loan Value Ratio is less than 55 per cent. immediately before the proposed dividend or distribution is made;

(ii)

the Facility Agent is satisfied that the Ships are forecasted to be trading at levels such that (A) the sum of (1) the aggregate starting balance of the Earnings Accounts, (2) the projected Earnings for the next 12 months less (3) the Net Trade Payables less (4) the proposed dividend or distribution, is sufficient to fund all projected opex, capex reserving and debt service of the Borrowers and the Ships for the next 12 months and (B) the Borrowers will not have any future liquidity issues for the next 12 months if the proposed dividend or distribution is made; and

(iii)

immediately after the making or payment of such dividend or distribution, the aggregate balance standing to the credit of the Earnings Accounts less aggregate Net Trade Payables in respect of the Ships is not less than $250,000 per Ship;

(b)

no Borrower is due to make any repayment of a balloon instalment within 6 months from the date of the proposed dividend or distribution unless a refinancing plan satisfactory to the Facility Agent in all respects is in place; and

(c)

no Default has occurred and is continuing or would occur as a result of the making or payment of such dividend or distribution.

(a)

projected earnings shall be determined by the Facility Agent using the rates of any contracted employment and otherwise the prevailing 1 year time charter rates for vessels similar to the Ships as quoted by ▇▇▇▇▇▇▇▇▇ or other reputable market sources reasonably selected by the Facility Agent if Clarksons is not available;

(b)

projected opex and capex reserving shall be determined by the Facility Agent by reference to the Approved Opex Budget and the Approved Capex Budget, respectively;

(c)

projected debt service shall be determined by the Facility Agent by reference to this Agreement; and

(d)

the Facility Agent shall be deemed to be reasonably satisfied that the Borrowers will not have any future liquidity issues if throughout the next 12 months the net balance of the Earnings Accounts (after taking into account each of the foregoing) is projected to be at least $250,000 per Ship at all times.

(a)

any Financial Indebtedness incurred under the Finance Documents;

(b)

any Financial Indebtedness that is subordinated to all Financial Indebtedness incurred under the Finance Documents pursuant to a Subordination Agreement or otherwise and which is, in the case of any such Financial Indebtedness of a Borrower, the subject of Subordinated Debt Security (including, without limitation, any intra-Borrower Financial Indebtedness incurred by a Borrower from the transfer of balances between the Earnings Accounts pursuant to Clause 25.2(c) (Payment of Earnings, starting working capital amount)); and

(c)

in respect of a Ship, any Financial Indebtedness in the form of a trade credit incurred by a relevant Borrower in the ordinary course of business up to, in aggregate $500,000 (or such higher amount as may be agreed by the Facility Agent from time to time) and which is paid promptly and in accordance with trade creditor's terms.

(a)

Security created by the Finance Documents;

(b)

any netting or set-off arrangement entered into by any Obligor in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances which are approved by the Facility Agent;

(c)

liens for unpaid master's and crew's wages in accordance with first class ship ownership and management practice;

(d)

liens for salvage;

(e)

liens for master's disbursements incurred in the ordinary course of trading; and

(f)

any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of any Ship and not as a result of any default or omission by a Transaction Obligor, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested in good faith by appropriate steps) and subject, in the case of liens for repair or maintenance, to Clause 23.15 (Restrictions on chartering, appointment of managers etc.).

(a)

it shall be registered in the name of an Additional Borrower on an Approved Flag and classed with the highest applicable class notation with an Approved Classification Society and retains full class certificates free of overdue conditions and/or recommendations affecting class; and

(b)

is otherwise acceptable to the Facility Agent (acting on the instructions of the Lenders, each acting in its absolute discretion).

(a)

any MOA;

(b)

any Charter; or

(c)

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

(a)

its Original Jurisdiction;

(b)

any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security created, or intended to be created, by it is situated;

(c)

any jurisdiction where it conducts its business; and

(d)

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

(a)

any expropriation, confiscation, requisition (excluding a requisition for hire or use which does not involve a requisition for title) or acquisition of that Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected (whether de jure or de facto) by any government or official authority or by any person or persons claiming to be or to represent a government or official authority; and

(b)

any capture or seizure of that Ship (including any hijacking or theft) by any person whatsoever.

(a)

a Saturday or Sunday; and

(b)

a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities.

(a)

imposed by law or regulation of the United Kingdom, the Council of the European Union, the European Commission, the United Nations or its Security Council or the United States of America (including the Office of Foreign Assets Control of the US Department of Treasury) or Australia regardless of whether the same is or is not binding on any Transaction Obligor, any Approved Manager or any member of the Group; or

(b)

otherwise imposed by any law or regulation binding on any Transaction Obligor, any Approved Manager or any member of the Group or to which any Transaction Obligor, any Approved Manager or any member of the Group is subject (which shall include without limitation, any extra-territorial sanctions imposed by law or regulation of the United States of America),

(a)

any Shares Security;

(b)

any Mortgage;

(c)

any Deed of Covenant;

(d)

any General Assignment;

(e)

any Charterparty Assignment;

(f)

any Manager’s Undertaking;

(g)

any Account Security;

(h)

any Subordinated Debt Security;

(i)

any other document (whether or not it creates Security) which is executed as security for the Secured Liabilities; or

(j)

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

(a)

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

(b)

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

(c)

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

(d)

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

(i)

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

(ii)

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

(a)

in respect of Initial Ship B, Marinako Shipping Company Ltd of Cyprus whose registered address is at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇/▇▇▇▇▇▇ ▇▇▇/▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇; and

(b)

in respect of any Additional Ship, any seller who enters into a MOA with the relevant Additional Borrower for the sale and purchase of that Additional Ship.

(a)

an incident or accident related to a Ship, any Transaction Obligor or any member of the Group:

(i)

resulting in death or serious injury; or

(ii)

which may, following completion of proper investigation by any relevant body or authority, be found to have occurred, wholly or partly, due to material breach or material non-compliance with any Social Law; or

(b)

a significant community or worker related grievance or protest related to a Ship, any Transaction Obligor or any member of the Group.

(a)

a Transaction Obligor; or

(b)

any other person who becomes a Subordinated Creditor in accordance with this Agreement.

(a)

a Subordinated Loan Agreement; and

(b)

any other document relating to or evidencing Subordinated Liabilities.

(a)

in the case of the Initial Advances, 31 December 2028; and

(b)

in the case of any Upsize Advance, the date specified as such in the relevant Upsize Confirmation.

(a)

actual, constructive, compromised, agreed or arranged total loss of that Ship; or

(b)

any Requisition of that Ship unless that Ship is returned to the full control of the relevant Borrower within 30 days of such Requisition.

(a)

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

(b)

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

(i)

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

(ii)

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

(c)

in the case of Requisition, 30 days after such Requisition provided that a Ship has not returned to the full control of the relevant Borrower within those 30 days.

(a)

a Finance Document;

(b)

a Subordinated Finance Document;

(c)

any Charter; or

(d)

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

(a)

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

(b)

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

(a)

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

(b)

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

(a)

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

(b)

in relation to any other applicable Bail-In Legislation:

(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, a reference in this Agreement to:

(i)

the "Account Bank", the "Arranger", the "Borrower", the "Facility Agent", any "Finance Party", any "Lender", any "Obligor", any "Party", any "Secured Party", the "Security Agent", any "Transaction Obligor" or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

(ii)

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

(iii)

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

(iv)

"control" means, in relation to a Transaction Obligor, the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to cast, or control the casting of, more than 50 per cent. of the maximum number of votes that might be cast at a general meeting of that Transaction Obligor; or appoint or remove all, or the majority, of the directors or other equivalent officers of that Transaction Obligor; or give directions with respect to the operating and financial policies of that Transaction Obligor with which the directors or other equivalent officers of that Transaction Obligor are obliged to comply;

(v)

"document" includes a deed and also a letter;

(vi)

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

(vii)

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

(viii)

a "Finance Document", a "Security Document" or "Transaction Document" or any other agreement, document or instrument is a reference to that Finance Document, Security Document or Transaction Document or other agreement, document or instrument as amended, novated, supplemented, extended or restated;

(ix)

a "group of Lenders" includes all the Lenders;

(x)

"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;

(xi)

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

(xii)

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

(xiii)

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

(xiv)

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 organisation;

(xv)

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

(xvi)

a time of day is a reference to London time;

(xvii)

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

(xviii)

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

(xix)

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

(b)	The determination of the extent to which a rate is "for a period equal in length" to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(c)	Section, Clause and Schedule headings are for ease of reference only and are not to be used for the purposes of construction or interpretation of the Finance Documents.

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

(e)	A Potential Event of Default is "continuing" if it has not been remedied or waived in writing and an Event of Default is "continuing" if it has not been waived in writing.

1.3	Construction of insurance terms

1.4	Agreed forms of Finance Documents

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

(b)	in any other form agreed in writing between the Borrowers and the Facility Agent acting with the authorisation of the Majority Lenders or, where Clause 42.2 (All Lender matters) applies, all the Lenders.

1.5	Third party rights

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

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

(c)

Any Receiver, Delegate, Affiliate or any other person described in paragraph (d) of Clause 14.2 (Other indemnities), paragraph (b) of Clause 29.11 (Exclusion of liability), or paragraph (b) of Clause 30.11 (Exclusion of liability) may, subject to this Clause 1.5 (Third party rights) and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

2	THE FACILITY

2.1	The Facility

(a)	two separate Initial Advances (one Initial Advance for each Initial Ship); and

(b)	if agreed pursuant to Clause 2.2 (Upsize Option) further Upsize Advances (one Upsize Advance for each Additional Ship),

2.2	Upsize Option

(a)	Subject to the terms of this Agreement, after the Initial Advances have been utilised, the Borrowers may request an upsize of the Facility for the purpose of part financing the acquisition of or refinancing of any Qualifying Ship provided that:

(i)

no Default has occurred and is continuing;

(ii)

the Borrowers issue an Upsize Notice to the Facility Agent:

(A)

informing the Facility Agent that the Obligors wish to increase the Commitment by an amount specified in that Upsize Notice (and such amount shall be the "Upsize");

(B)

stating the proposed date of the Upsize (which shall not be less than 20 Business Days' after the date of such notice);

(C)

inviting the then existing Lenders to increase their Commitments under this Agreement in an aggregate amount up to the Upsize pro rata to their existing Commitments; and

(iii)

at the time of delivery of such Upsize Notice, the Borrowers shall deliver a schedule setting out such details in relation to the relevant Qualifying Ship as set out in Schedule 7 (Details of the Initial Ships) in relation to the Ships;

(b)	An Upsize shall not exceed, when aggregated with all prior Advances, $91,000,000 (or such higher amount as agreed between the Facility Agent and the Borrowers).

(c)

No Lender shall have any obligation to increase its Commitment or incur any other obligations under this Agreement and the Finance Documents in relation to an Upsize and any decision of and the terms upon which any Upsize Advance shall be available under such increased Commitment (including, without limitation, in relation to pricing, the repayment profile, any adjustments to Permitted Distributions, restricted cash requirements and drydock reserves relating to such Upsize Advance) shall be determined by the Lenders in their absolute discretion.  Save for such terms as shall be specified in the relevant Upsize Confirmation, the terms upon which any Upsize Advance is made available shall be the same as the terms upon which the Initial Advances have been made available.

(d)

If a Lender in its absolute discretion decides to increase its Commitment in response to an Upsize Notice, it shall notify the Facility Agent accordingly, together with the Lender's commercial terms for the Upsize by completion of an Upsize Confirmation, which the Facility Agent shall promptly upon receipt forward to the Borrowers.

(e)	The Borrowers must notify the Facility Agent within 5 Business Days of the date of the Upsize Confirmation if they decide to not proceed with the increase to the Commitment on the terms of the Upsize Confirmation.

(f)

Unless the Borrowers give notice under paragraph (e), a ▇▇▇▇▇▇'s Commitment shall be increased by the amount specified in the Upsize Confirmation executed by it on the date falling 5 Business Days after the Upsize Confirmation and from such date its increased Commitment shall become available for utilisation by the Borrowers upon the same terms and conditions as the Advances (other than as set out in the Upsize Confirmation) provided that:

(i)

the relevant Additional Borrower accedes to this Agreement as a Borrower pursuant to an Accession Deed;

(ii)

the existing Obligors confirm that no Default is continuing or would occur as a result of that Additional Borrower becoming a Borrower;

(iii)

any amendment to the Finance Documents required in connection with that Upsize including without limitation any amendments to any Security Document which is expressed to secure a maximum liability is completed;

(iv)

the relevant conditions referred to in Clause 4 (Conditions of Utilisation) and Clause 5 (Utilisation) are satisfied; and

(v)

the Borrowers have provided any additional documents or information requested by the Facility Agent in connection with that Upsize.

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

(c)	A Finance Party may not, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

3

PURPOSE

3.1

Purpose

(a)	in the case of the Initial Advances:

(i)

in respect of Initial Advance A, re-financing Initial Ship A and paying the Initial Permitted Distribution;

(ii)

in respect of Initial Advance B, financing part of the acquisition cost of Initial Ship B;

(iii)

funding the Restricted Cash Accounts and, if required, the Earnings Accounts and the Dry Dock Reserve Accounts of the Borrowers;  and

(iv)

paying fees under the Finance Documents;

(b)	in the case of any Upsize Advance to part finance or refinance the acquisition cost of any Additional Ship and such other purposes as shall be set out in the relevant Upsize Confirmation.

3.2	Monitoring

4	CONDITIONS OF UTILISATION

4.1	Initial conditions precedent

4.2	Further conditions precedent

(a)	on the date of the relevant Utilisation Request and on the relevant proposed Utilisation Date and before the relevant Advance is made available:

(i)

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

(ii)

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

(b)

in the case of an Advance (other than an Advance in respect of an Additional Ship), the Facility Agent has received on or before the relevant Utilisation Date, or is satisfied it will receive when the Advance is made available, all of the documents and other evidence listed in Part B of Schedule 2 (Conditions Precedent and Subsequent) in form and substance satisfactory to the Facility Agent; and

(c)

in the case of an Advance in respect of any Additional Ship, the Facility Agent has received on or before the relevant Utilisation Date, or is satisfied it will received when the Advance is made available, all of the documents and other evidence listed in Part C of Schedule 2 (Conditions precedent and subsequent) in form and substance satisfactory to the Facility Agent.

4.3	Conditions Subsequent

4.4	Waiver of conditions precedent

---

(b)	any Lender or the Security Agent entering into any rescheduling, refinancing or other arrangement of any kind with any other Borrower;

(c)	any Lender or the Security Agent releasing any other Borrower or any Security created by a Finance Document;

(d)	any time, waiver or consent granted to, or composition with any other Borrower or other person;

(e)	the release of any other Borrower or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(f)

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 other Borrower or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(g)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Borrower or any other person;

(h)

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

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

(j)	any insolvency or similar proceedings.

18.3	Principal Debtor

18.4	Borrower restrictions

(a)	Subject to paragraph (b) below, during the Security Period no Borrower shall:

(i)

claim any amount which may be due to it from any other Borrower whether in respect of a payment made under, or matter arising out of, this Agreement or any Finance Document, or any matter unconnected with this Agreement or any Finance Document;

(ii)

take or enforce any form of security from any other Borrower for such an amount, or in any way seek to have recourse in respect of such an amount against any asset of any other Borrower;

(iii)

set off such an amount against any sum due from it to any other Borrower;

(iv)

prove or claim for such an amount in any liquidation, administration, arrangement or similar procedure involving any other Borrower; or

(v)

exercise or assert any combination of the foregoing.

(b)	If during the Security Period, the Facility Agent, by notice to a Borrower, requires it to take any action referred to in paragraph (a) above in relation to any other Borrower, that Borrower shall take that action as soon as practicable after receiving the Facility Agent's notice.

18.5	Deferral of Borrowers' rights

(a)	to be indemnified by any other Borrower; or

(b)	to claim any contribution from any other Borrower in relation to any payment made by it under the Finance Documents.

19	REPRESENTATIONS

19.1

General

19.2

Status

(a)	It is a corporation, duly incorporated or established and validly existing in good standing under the law of its Original Jurisdiction.

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

19.3	Share capital and ownership

(a)	Initial Borrower A is authorised to issue 500 registered shares without par value, all of which shares have been issued in registered form and are fully paid and non-assessable.

(b)	Initial Borrower B is authorised to issue 500 registered shares without par value, of which shares have been issued in registered form and are fully paid and non-assessable.

(c)	The Guarantor is authorised to issue 1000 registered shares with a par value of $1 per share, all of which shares have been issued in registered form and are fully paid and non-assessable.

(d)	The legal title to and beneficial interest in the shares in each Borrower is held by the Guarantor free of any Security or any other claim (other than Permitted Security).

(e)	The legal title to and beneficial interest in the shares of the Guarantor is held by Icon Energy free of any Security or other claim.

(f)	None of the shares in any Borrower is subject to any option to purchase, pre-emption rights or similar rights.

19.4	Binding obligations

19.5	Validity, effectiveness and ranking of Security

(a)	Each Finance Document does now or, as the case may be, will upon execution and delivery create the Security it purports to create over any assets to which such Security, by its terms, relates, and such Security will, when created or intended to be created, be valid and effective.

(b)	No third party has or will have any Security over any assets that are the subject of any Transaction Security granted by it.

(c)

The Transaction Security granted by it to the Security Agent or any other Secured Party has or will when created or intended to be created have first ranking priority or such other priority it is expressed to have in the Finance Documents and is not subject to any prior ranking or pari passu ranking security.

(d)	No concurrence, consent or authorisation of any person is required for the creation of or otherwise in connection with any Transaction Security.

19.6	Non-conflict with other obligations

(a)	any law or regulation applicable to it;

(b)	its constitutional documents; or

(c)	any agreement or instrument binding upon it or constitute a default or termination event (however described) under any such agreement or instrument.

19.7	Power and authority

(a)	It has the power to enter into, perform and deliver, and has taken all necessary action to authorise:

(i)

its entry into, performance and delivery of, each Transaction Document to which it is or will be a party and the transactions contemplated by those Transaction Documents; and

(ii)

in the case of each Borrower, its registration of the Ship owned by it under the Approved Flag.

(b)	No limit on its powers will be exceeded as a result of the borrowing, granting of security or giving of guarantees or indemnities contemplated by the Transaction Documents.

19.8	Validity and admissibility in evidence

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

(b)	to make the Transaction Documents enforceable and admissible in evidence in its Relevant Jurisdictions,

19.9	Governing law and enforcement

(a)	The choice of governing law of each Transaction Document will be recognised and enforced in its Relevant Jurisdictions.

(b)	Any judgment obtained in relation to a Transaction Document in the jurisdiction of the governing law of that Transaction Document will be recognised and enforced in its Relevant Jurisdictions.

19.10

Insolvency

(a)	corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 26.8 (Insolvency proceedings); or

(b)	creditors' process described in Clause 26.9 (Creditors' process),

19.11

No filing or stamp taxes

(a)	registration of each Ship under the Approved Flag, which registration and related fees shall be made and paid promptly and in accordance with the terms of the relevant Finance Documents; and

(b)	such filings or registrations as the legal counsels to the Lenders may consider appropriate or desirable, which shall be arranged by the relevant legal counsel to the Lenders and any fees in relation thereto shall be paid promptly by the Obligors on demand.

19.12

Deduction of Tax

19.13

No default

(a)

No Event of Default and, on the date of this Agreement and on each Utilisation Date, no Default has occurred and is continuing or might reasonably be expected to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

(b)	No other event or circumstance is outstanding which constitutes a default or a termination event (however described) under any other agreement or instrument which is binding on it or to which its assets are subject.

19.14

No misleading information

(a)	Any factual information provided by any Obligor for the purposes of this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(b)	The financial projections contained in any such information have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.

(c)	Nothing has occurred or been omitted from any such information and no information has been given or withheld that results in any such information being untrue or misleading in any material respect.

19.15

Financial Statements

(a)	In respect of Initial Borrower A, its Original Financial Statements were prepared on the basis of reasonable assumptions and in accordance with GAAP consistently applied unless expressly disclosed to the Facility Agent in writing to the contrary before the date of this Agreement.

(b)	In respect of Initial Borrower A, its Original Financial Statements give a true and fair view (if audited) or fairly represent (if unaudited) of its financial condition as at the date of its Original Financial Statements and results of operations during the relevant financial year-to-date period.

(c)	In respect of Initial Borrower A, there has been no material adverse change in its assets, business or financial condition since the date of its Original Financial Statements.

(d)	Its most recent financial statements and/or its managements accounts, delivered pursuant to Clause 20.2 (Financial information):

(i)

have been prepared in accordance with Clause 20.3 (Requirements as to financial statements); and

(ii)

give a true and fair view of (if audited) or fairly represent (if unaudited) its financial condition as at the end of the relevant financial year and operations during the relevant financial year.

(e)	Since the date of the most recent financial statements delivered pursuant to Clause 20.2 (Financial information) there has been no material adverse change in its business, assets or financial condition.

19.16

Pari passu ranking

19.17

No proceedings pending or threatened

(a)

To its knowledge, having made due and careful enquiries, no litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) of or before any court, arbitral body or agency have been started or threatened against it.

(b)	No judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body has been made against it.

19.18

No rebates etc.

19.19

Valuations

(a)	All information supplied by it or on its behalf to an Approved Valuer for the purposes of a valuation delivered to the Facility Agent in accordance with this Agreement was true and accurate as at the date it was supplied or (if appropriate) as at the date (if any) at which it is stated to be given.

(b)	It has not omitted to supply any information to an Approved Valuer which, if disclosed, would adversely affect any valuation prepared by such Approved Valuer in any material respect.

(c)	There has been no change to the factual information provided pursuant to paragraph (a) above in relation to any valuation between the date such information was provided and the date of that valuation which, in either case, renders that information untrue or misleading in any material respect.

19.20

No breach of laws

19.21

Compliance with Environmental Laws

19.22

No Environmental Claim

19.23

No Environmental Incident

19.24

ISM and ISPS Code compliance

19.25

No Charter

19.26

Taxes paid

(a)	It is not materially overdue in the filing of any Tax returns and it is not overdue in the payment of any amount in respect of Tax.

(b)	No claims or investigations are being, or are reasonably likely to be, made or conducted against it with respect to Taxes.

19.27

Financial Indebtedness

19.28

Overseas companies

19.29

Good title to assets

19.30

Ownership

(a)	Each Borrower is the sole legal and beneficial owner of the Ship owned by it, its Earnings and its Insurances.

(b)	With effect on and from the date of its creation or intended creation, each Obligor will be the sole legal and beneficial owner of any asset that is the subject of any Transaction Security created or intended to be created by such Obligor.

(c)	The constitutional documents of each Obligor do not and could not restrict or inhibit any transfer of the shares in a Borrower on creation or enforcement of the security conferred by the Security Documents.

19.31

Centre of main interests and establishments

19.32

Place of business and tax residency

(a)	It does not have a place of business in the United States of America or the United Kingdom.

(b)	It is subject to the provisions of Greek Law 27 of 1975 (as amended from time to time) and is not a tax resident in any other jurisdiction.

19.33

No employee or pension arrangements

19.34

Anti-corruption

19.35

Sanctions

(a)	No Transaction Obligor nor any other member of the Group:

(i)

is a Prohibited Person;

(ii)

is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person;

(iii)

owns or controls a Prohibited Person; or

(iv)

has a Prohibited Person serving as a director, officer or employee.

(b)	No proceeds of any Advance or the Loan shall be made available, directly or indirectly, to or for the benefit of a Prohibited Person nor shall they be otherwise directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions.

(c)	No Group Ship is being used by or for the benefit of a Prohibited Person.

(d)	No Group Ship is being used in trading in any manner contrary to Sanctions (or which could be contrary to Sanctions if Sanctions were binding on a Transaction Obligor, Approved Manager or another member of the Group) or has called at any port in a Sanctioned Country.

(e)	No Group Ship is being traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances.

(f)	No Group Ship is chartered or subject to any agreement pursuant to which it is required or may be required to call at any port in a Sanctioned Country.

(g)

All charterparties for a Ship existing contain, for the benefit of the relevant Borrower, language which gives effect to the provisions of paragraph (c) of Clause 23.9 (Compliance with laws etc.) as regards Sanctions and Clause 23.11 (Sanctions and Ship trading) and shall permit refusal of employment or voyage orders if compliance would result in a breach of Sanctions (regardless of whether the same is or is not binding on the charterer) (or which would result in a breach of Sanctions if Sanctions were binding on each Transaction Obligor) or would require a Ship to call at a port in a Sanctioned Country.

19.36

Repetition

20	INFORMATION UNDERTAKINGS

20.1

General

20.2	Financial information

(a)	The Obligors shall supply to the Facility Agent in sufficient copies for all the Lenders:

(i)

as soon as they become available, but in any event within 90 days after the end of Icon Energy's financial years its audited consolidated financial statements for that financial year provided that if Icon Energy establishes a new direct subsidiary other than the Guarantor, separate audited consolidated financial statements for the Guarantor shall instead be required;

(ii)

as soon as possible, but in no event later than 45 days after each Quarter End Date, the unaudited quarterly management accounts of the Guarantor and each Borrower for that Quarter End Date which shall also include the results of the operation of each Ship during the year-to-date period then ended;

(iii)

as soon as possible, but in no event later than the first Utilisation Date and then no later than 45 days before the end of each calendar year, a budget in a format approved by the Facility Agent which shows all anticipated operating costs and expenses of each Ship during the next 12-month period including management fees. If the content of such budget is acceptable to the Facility Agent, acting on the instructions of the Majority Lenders, acting reasonably and without undue delay, the Facility Agent shall approve such budget in writing (an "Approved Opex Budget"); and

(iv)

as soon as possible and no later than 10 months before any dry docking, special survey or ballast water event in respect of a Ship, a budget in a format approved by the Facility Agent which shows all anticipated capital expenditure in respect of such Ship (including all anticipated dry docking, special survey and ballast water expenses) for the next 10-month period. If the content of such budget is acceptable to the Facility Agent, acting on the instructions of the Majority Lenders, acting reasonably and without undue delay, the Facility Agent shall approve such budget in writing (an "Approved Capex Budget").

(b)	Each Obligor shall promptly provide such further financial information as may be reasonably requested by the Facility Agent.

20.3	Requirements as to financial statements

(a)

Each set of financial statements and/or management accounts delivered by an Obligor pursuant to Clause 20.2 (Financial information) shall be certified by a director of the company as giving a true and fair view (if audited) or fairly representing (if unaudited) its financial condition and operations as at the date as at which those financial statements and/or management accounts were drawn up.

(b)	Each Obligor shall procure that each set of financial statements and/or management accounts delivered pursuant to Clause 20.2 (Financial information) is prepared using GAAP.

20.4	Compliance Certificate

(a)	Each Borrower shall supply a Compliance Certificate to the Facility Agent with each set of financial statements and/or management accounts provided pursuant to sub-paragraphs(i) and (ii) of paragraph (a) Clause 20.2 (Financial information).

(b)	Each Compliance Certificate shall be signed by an officer of that Obligor.

20.5

DAC6

(a)	In this Clause 20.5 (DAC6), "DAC6" means the Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU or any replacement legislation for DAC 6 applicable in the UK.

(b)	The Borrowers shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):

(i)

promptly upon the making of such analysis or the obtaining of such advice, any analysis made or advice obtained on whether any transaction contemplated by the Transaction Documents or any transaction carried out (or to be carried out) in connection with any transaction contemplated by the Transaction Documents contains a hallmark as set out in Annex IV of DAC6; and

(ii)

promptly upon the making of such reporting and to the extent permitted by applicable law and regulation, any reporting made to any governmental or taxation authority by or on behalf of a Transaction Obligor or by any adviser to such Transaction Obligor in relation to DAC6 or any law or regulation which implements DAC6 and any unique identification number issued by any governmental or taxation authority to which any such report has been made (if available).

20.6	Information: miscellaneous

(a)	Subject to being reasonably relevant to the Finance Documents, all documents dispatched by it to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;

(b)

promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) which are current, threatened or pending against any Transaction Obligor;

(c)	promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body which is made against any Transaction Obligor;

(d)	promptly, its constitutional documents where these have been amended, varied, restated or replaced;

(e)	promptly, such further information and/or documents regarding:

(i)

each Ship, goods transported on each Ship, its Earnings or its Insurances;

(ii)

the Security Assets;

(iii)

compliance of the Transaction Obligors with the terms of the Finance Documents;

(iv)

the financial condition of any Transaction Obligor (other than any Approved Manager) or the business and operations of any Transaction Obligor,

(f)	promptly, such further information and/or documents as any Finance Party (through the Facility Agent) may request so as to enable such Finance Party to comply with any laws applicable to it or as may be required by any regulatory authority.

20.7	Notification of Default

(a)	Each Obligor shall notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

(b)	Promptly upon a request by the Facility Agent, each Borrower shall supply to the Facility Agent a certificate signed by a senior officer 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).

20.8	Use of websites

(a)

Each Transaction Obligor may satisfy its obligation under the Finance Documents to which it is a party to deliver any information in relation to those Lenders (the "Website Lenders") which accept this method of communication by posting this information onto an electronic website designated by the Obligors and the Facility Agent (the "Designated Website") if:

(i)

the Facility Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(ii)

both the relevant Obligor and the Facility Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(iii)

the information is in a format previously agreed between the relevant Obligor and the Facility Agent.

(b)	The Facility Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by an Obligor or any of them and the Facility Agent.

(c)	A Transaction Obligor shall promptly upon becoming aware of its occurrence notify the Facility Agent if:

(i)

the Designated Website cannot be accessed due to technical failure;

(ii)

the password specifications for the Designated Website change;

(iii)

any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv)

any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(v)

if that Obligor becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

(d)	Any Website Lender may request, through the Facility Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website.  Each Obligor shall comply with any such request within 10 Business Days.

20.9	"Know your customer" checks

(a)

If:

(i)

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

(ii)

any change in the status of an Obligor (or of a Holding Company of that Obligor) (including, without limitation, a change of ultimate beneficial ownership of an Obligor or of a Holding Company of that Obligor) (other than any changes in the shareholders of the publicly listed Icon Energy for so long as it remains publicly listed) after the date of this Agreement; or

(iii)

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

(b)

Each Lender shall promptly upon the request of a Servicing Party supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Servicing Party (for itself) in order for that Servicing Party 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.

21	GENERAL UNDERTAKINGS

21.1

General

21.2	Authorisations

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

(b)	supply certified copies to the Facility Agent of,

(i)

perform its obligations under the Transaction Documents to which it is a party;

(ii)

ensure the legality, validity, enforceability (including priority ranking) or admissibility in evidence in any Relevant Jurisdiction or the Approved Flag of any Transaction Document to which it is a party; and

(iii)

own and operate each Ship (in the case of each Borrower).

21.3	Compliance with laws

21.4	Anti-corruption Law

(a)	No Obligor shall directly or indirectly use the proceeds of the Loan for any purpose which would breach the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.

(b)	Each Obligor shall and shall procure that each other Transaction Obligor shall:

(i)

conduct its business in compliance with applicable anti-corruption laws; and

(ii)

maintain policies and procedures designed to promote and achieve compliance with such laws.

21.5	Environmental compliance

(a)	comply with all Environmental Laws;

(b)	obtain, maintain and ensure compliance with all requisite Environmental Approvals;

(c)	implement procedures to monitor compliance with and to prevent liability under any Environmental Law.

21.6	Environmental claims and social claims

(a)	any Environmental Claim or any Social Claim against any Transaction Obligor or in relation to any Group Ship which is current, pending or threatened; and

(b)	any facts or circumstances which are reasonably likely to result in any Environmental Claim or Social Claim being commenced or threatened against any Transaction Obligor or in relation to any Group Ship.

21.7	Evidence of Good Standing

21.8

Taxation

(a)	Each Obligor shall pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

(i)

such payment is being contested in good faith;

(ii)

adequate reserves are maintained for those Taxes and the costs required to contest them and both have been disclosed in its latest financial statements delivered to the Facility Agent under Clause 20.2 (Financial information);

(iii)

such payment can be lawfully withheld; and

(iv)

relevant details are provided to the Facility Agent.

(b)	No Obligor shall change its residence for Tax purposes.

21.9	Overseas companies

21.10

No change to centre of main interests

21.11

Pari passu ranking

21.12

Title

(a)	Each Borrower shall hold the legal title to, and own the entire beneficial interest in the Ship owned by it, its Earnings and its Insurances.

(b)	Each Obligor shall, with effect on and from its creation or intended creation, hold the legal title to, and own the entire beneficial interest in, any other assets the subject of any Transaction Security created or intended to be created by it.

21.13

Negative pledge

(a)	No Borrower shall create or permit to subsist any Security over any of its assets.

(b)	No Borrower shall:

(i)

sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by a Transaction Obligor;

(ii)

sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii)

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

(iv)

enter into any arrangement for any acquisitions; or

(v)

enter into any other preferential arrangement having a similar effect,

(c)	Paragraphs (a) and (b) above do not apply to any Permitted Security.

21.14

Disposals

(a)

No Borrower shall enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease (other than in respect of a Charter), transfer or otherwise dispose of any asset (including without limitation each Ship, its Earnings or, its Insurances).

(b)

The preceding paragraph does not apply to a voluntary sale of a Ship on normal arm’s length commercial terms with prior written notice to the Facility Agent provided that no Event of Default has occurred and is continuing at the time of such sale, the Borrowers comply with Clause 7.4 (Mandatory prepayment on sale, arrest, detention or Total Loss) and Clause 7.5 (Restrictions), the proposed buyer is acceptable for the purposes of the Finance Parties’ know your customer requirements and the closing and payment mechanics (including any escrow agent) are acceptable to the Facility Agent.

21.15

Merger

21.16

Change of business

(a)	Each Borrower shall procure that no substantial change is made to the general nature of the business of any Borrower from that carried on at the date of this Agreement or as at the relevant date in which it becomes a Borrower pursuant to the terms of this Agreement.

(b)	No Borrower shall engage in any business other than the ownership and operation of its Ship.

21.17

Financial Indebtedness

21.18

Expenditure

21.19

Share Capital

(a)	purchase, cancel or redeem any of its issued shares;

(b)	increase or reduce the number of shares that it is authorised to issue;

(c)

issue any further shares, except to the Guarantor and provided such new shares are made subject to the terms of the Shares Security applicable to that Borrower immediately upon the issue of such new shares in a manner satisfactory to the Facility Agent and the terms of that Shares Security are complied with; and

21.20

Dividends

21.21

Other transactions

(a)	be the creditor in respect of any loan or any form of credit to any person other than another Transaction Obligor and where such loan or form of credit is Permitted Financial Indebtedness;

(b)

give or allow to be outstanding any guarantee or indemnity to or for the benefit of any person in respect of any obligation of any other person or enter into any document under which that Borrower assumes any liability of any other person other than any guarantee or indemnity given under the Finance Documents.

(c)	enter into any material agreement other than:

(i)

the Transaction Documents;

(ii)

any other agreement expressly allowed under any other term of this Agreement; and

(d)	enter into any transaction on terms which are, in any respect, less favourable to that Borrower than those which it could obtain at arms' length; or

(e)	acquire any shares or other securities.

21.22

Unlawfulness, invalidity and ranking; Security imperilled

(a)	make it unlawful for a Transaction Obligor to perform any of its obligations under the Transaction Documents;

(b)	cause any obligation of a Transaction Obligor under the Transaction Documents to cease to be legal, valid, binding or enforceable;

(c)	cause any Transaction Document to cease to be in full force and effect;

(d)	cause any Transaction Security to rank after, or lose its priority to, any other Security; and

(e)	imperil or jeopardise the Transaction Security.

21.23

Inspection of Documents

21.24

No change in Relevant Documents

21.25

No immunity

21.26

Further assurance

(a)

Each Obligor shall promptly, and in any event within the time period specified by the Security Agent do all such acts (including procuring or arranging any registration, notarisation or authentication or the giving of any notice) or execute or procure execution of all such documents (including assignments, transfers, mortgages, charges, notices, instructions, acknowledgments, proxies and powers of attorney), as the Security Agent may specify (and in such form as the Security Agent may require in favour of the Security Agent or its nominee(s)):

(i)

to create, perfect, vest in favour of the Security Agent or protect the priority of the Security or any right of any kind created or intended to be created under or evidenced by the Finance 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 Transaction Security) or for the exercise of any rights, powers and remedies of any of the Secured Parties provided by or pursuant to the Finance Documents or by law;

(ii)

to confer on the Security Agent or confer on the Secured Parties Security over any property and assets of that Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Finance Documents;

(iii)

to facilitate or expedite the realisation and/or sale of, the transfer of title to or the grant of, any interest in or right relating to the assets which are, or are intended to be, the subject of the Transaction Security or to exercise any power specified in any Finance Document in respect of which the Security has become enforceable; and/or

(iv)

to enable or assist the Security Agent to enter into any transaction to commence, defend or conduct any proceedings and/or to take any other action relating to any item of the Security Property.

(b)

Each Obligor shall 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 conferred or intended to be conferred on the Security Agent or the Secured Parties by or pursuant to the Finance Documents.

(c)	At the same time as an Obligor delivers to the Security Agent any document executed by itself pursuant to this Clause 21.26 (Further assurance), that Obligor shall deliver to the Security Agent a certificate signed by one of that ▇▇▇▇▇▇▇’s officers which shall:

(i)

set out the text of a resolution of that ▇▇▇▇▇▇▇’s directors specifically authorising the execution of the document specified by the Security Agent; and

(ii)

state that either the resolution was duly passed at a meeting of the directors validly convened and held, throughout which a quorum of directors entitled to vote on the resolution was present, or that the resolution has been signed by all the directors or officers and is valid under that ▇▇▇▇▇▇▇’s articles of incorporation or other constitutional documents.

21.27

Icon Energy listing

21.28

MOA Undertakings

(a)	No Borrower shall, whether by a document, by conduct, by acquiescence or in any other way:

(i)

vary the MOA relevant to it; or

(ii)

release, waive, suspend, subordinate or permit to be lost or impaired any interest or right of any kind which that Borrower has at any time to, in or in connection with, the MOA or in relation to any matter arising out of or in connection with the MOA relevant to it.

(b)	The relevant Borrower shall:

(i)

immediately inform the Facility Agent if any breach of the MOA relevant to it occurs or a serious risk of such breach arises and of any other event or matter affecting the MOA which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, a Total Loss of the relevant Ship); and

(ii)

upon the reasonable request of the Facility Agent, keep the Facility Agent informed as to any notice of readiness of delivery of the relevant Ship.

(c)	Initial Borrower B shall not assign, novate, transfer or dispose of any of its rights or obligations under the MOA.

22	INSURANCE UNDERTAKINGS

22.1

General

22.2	Maintenance of obligatory insurances

(a)	hull interest and/or freight interest;

(b)	fire and usual marine risks (including hull and machinery and excess risks);

(c)	war risks (including acts of terrorism and piracy and the amended version of AHIS (April 1 1984) and London Blocking & Trapping Addendum or similar);

(d)	protection and indemnity risks (including liability for oil pollution and excess war risk protection and indemnity cover);

(e)	freight, demurrage and defence risks; and

(f)	any other risks against which the Facility Agent considers, having regard to practices and other circumstances prevailing at the relevant time, it would be reasonable for that Borrower to insure and which are specified by the Facility Agent by notice to that Borrower.

22.3	Terms of obligatory insurances

(a)	in dollars;

(b)	in the case of fire and usual marine risks and war risks in respect of a Ship, in an amount on an agreed value basis at least the greater of:

(i)

120 per cent. of the Advance applicable to it then outstanding; and

(ii)

100 per cent. of the Market Value of that Ship;

(c)	in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance market and in any event not to be less than $1,000,000,000;

(d)	in the case of protection and indemnity risks, in respect of the full tonnage of that Ship;

(e)	on approved terms; and

(f)	through Approved Brokers and with Approved Insurers.

22.4	Further protections for the Finance Parties

(a)	subject always to paragraph (b), name that ▇▇▇▇▇▇▇▇ as the sole named insured unless the interest of every other named insured is limited:

(i)

in respect of any obligatory insurances for hull and machinery and war risks;

(A)

to any provable out-of-pocket expenses that it has incurred and which form part of any recoverable claim on underwriters; and

(B)

to any third party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against it); and

(ii)

in respect of any obligatory insurances for protection and indemnity risks, to any recoveries it is entitled to make by way of reimbursement following discharge of any third party liability claims made specifically against it;

(b)

whenever the Facility Agent requires, name (or be amended to name) the Security Agent as additional named insured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against the Security Agent, but without the Security Agent being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;

(c)	name the Security Agent as loss payee with such directions for payment as the Facility Agent may specify;

(d)	provide that all payments by or on behalf of the insurers under the obligatory insurances to the Security Agent shall be made without set off, counterclaim or deductions or condition whatsoever;

(e)	provide that the obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Security Agent or any other Finance Party; and

(f)	provide that the Security Agent may make proof of loss if that ▇▇▇▇▇▇▇▇ fails to do so.

22.5	Renewal of obligatory insurances

(a)	at least 21 days before the expiry of any obligatory insurance effected by it:

(i)

notify the Facility Agent of the Approved Brokers (or other insurers) and any protection and indemnity or war risks association through or with which it proposes to renew that obligatory insurance and of the proposed terms of renewal; and

(ii)

obtain the Facility Agents' approval to the matters referred to in sub-paragraph (i) above, unless the renewal referred to in sub-paragraph (i) above is made on terms substantially same with those on each Utilisation Date and/or with those previously approved by the Facility Agent;

(b)	at least 14 days before the expiry of any obligatory insurance, renew that obligatory insurance in accordance with the Facility Agent's approval pursuant to paragraph (a) above; and

(c)	procure that the Approved Brokers and/or the approved war risks and protection and indemnity associations with which such a renewal is effected shall promptly after the renewal notify the Facility Agent in writing of the terms and conditions of the renewal.

22.6	Copies of policies; letters of undertaking

(a)	pro forma copies of all policies relating to the obligatory insurances which they are to effect or renew; and

(b)	a letter or letters or undertaking in a form required by the Facility Agent and including undertakings by the Approved Brokers that:

(i)

they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying with the provisions of Clause 22.4 (Further protections for the Finance Parties);

(ii)

they will hold such policies, and the benefit of such insurances, to the order of the Security Agent in accordance with such loss payable clause;

(iii)

they will advise the Security Agent immediately of any material change to the terms of the obligatory insurances;

(iv)

they will, if they have not received notice of renewal instructions from the relevant Borrower or its agents, notify the Security Agent not less than 14 days before the expiry of the obligatory insurances;

(v)

if they receive instructions to renew the obligatory insurances, they will promptly notify the Facility Agent of the terms of the instructions;

(vi)

they will not set off against any sum recoverable in respect of a claim relating to the Ship owned by that Borrower under such obligatory insurances any premiums or other amounts due to them or any other person whether in respect of that Ship or otherwise, they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums or other amounts and they will not cancel such obligatory insurances by reason of non-payment of such premiums or other amounts; and

(vii)

they will arrange for a separate policy to be issued in respect of the Ship owned by that ▇▇▇▇▇▇▇▇ forthwith upon being so requested by the Facility Agent.

22.7	Copies of certificates of entry

(a)	a certified copy of the certificate of entry for that Ship;

(b)	a letter or letters of undertaking in such form as may be required by the Facility Agent acting on the instructions of Majority Lenders; and

(c)	a certified copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to that Ship.

22.8	Deposit of original policies

22.9	Payment of premiums

22.10

Guarantees

22.11

Compliance with terms of insurances

(a)	No Borrower shall do nor omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part.

(b)	Without limiting paragraph (a) above, each Borrower shall:

(i)

take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and (without limiting the obligation contained in sub-paragraph (iii) of paragraph (b) of Clause 22.6 (Copies of policies; letters of undertaking)) ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Facility Agent has not given its prior approval;

(ii)

not make any changes relating to the classification or classification society or manager or operator of the Ship owned by it approved by the underwriters of the obligatory insurances;

(iii)

make (and promptly supply copies to the Facility Agent of) all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which any Ship is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation and, if requested by the Facility Agent, provide copies of such declarations to the Facility Agent on an annual basis); and

(iv)

not employ the Ship owned by it, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances, without first obtaining the consent of the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify.

22.12

Alteration to terms of insurances

22.13

Settlement of claims

(a)	not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty; and

(b)	do all things necessary and provide all documents, evidence and information to enable the Security Agent to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.

22.14

Provision of copies of communications

(a)	the Approved Brokers;

(b)	the approved protection and indemnity and/or war risks associations; and

(c)	the approved insurance companies and/or underwriters,

(i)

that Borrower's obligations relating to the obligatory insurances including, without limitation, all requisite declarations and payments of additional premiums or calls; and

(ii)

any credit arrangements made between that Borrower and any of the persons referred to in paragraphs (a) or (b) above relating wholly or partly to the effecting or maintenance of the obligatory insurances.

22.15

Provision of information

(a)	obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the obligatory insurances effected or proposed to be effected; and/or

(b)	effecting, maintaining or renewing any such insurances as are referred to in Clause 22.16 (Mortgagee's interest and, additional perils insurances) or dealing with or considering any matters relating to any such insurances,

22.16

Mortgagee's interest and, additional perils insurances

(a)

The Security Agent shall be entitled from time to time to effect, maintain and renew a mortgagee's interest marine insurance and a mortgagee's interest additional perils insurance in such amounts, on such terms, for such value, through such insurers and generally in such manner as the Security Agent acting on the instructions of the Majority Lenders may from time to time consider appropriate.

(b)

The Borrowers shall upon demand fully indemnify the Security Agent in respect of premiums and other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any insurance referred to in paragraph (a) above with cover of up to the total amount insured under the Borrowers' Insurances or dealing with, or considering, any matter arising out of any such insurance.

23	SHIP UNDERTAKINGS

23.1

General

23.2	Ship's names and registration

(a)	keep that Ship registered in its name under the Approved Flag from time to time at its port of registration;

(b)	not do or allow to be done anything as a result of which such registration might be suspended, cancelled or imperilled;

(c)	not enter into any dual flagging arrangement in respect of that Ship; and

(d)	not change the name of that Ship.

23.3	Repair and classification

(a)	Each Borrower shall keep the Ship owned by it in a good and safe condition and state of repair:

(i)

consistent with first class ship ownership and management practice; and

(ii)

so as to maintain the Approved Classification free of overdue recommendations and conditions.

(b)	The Obligors shall provide the Facility Agent with a class status report in respect of each Ship subject to a Mortgage dated as at a date no more than 10 Business Days previously every six months commencing on the second Quarter End Date following the first Utilisation Date.

23.4	Modifications

23.5	Removal and installation of parts

(a)	Subject to paragraph (b) below, no Borrower shall remove any material part of a Ship, or any item of equipment installed on any Ship unless:

(i)

the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed;

(ii)

the replacement part or item is free from any Security in favour of any person other than the Security Agent; and

(iii)

the replacement part or item becomes, on installation on that Ship, the property of that Borrower and subject to the security constituted by the Mortgage and, if applicable, the related Deed of Covenant.

(b)	A Borrower may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship owned by that Borrower and such removal would not materially alter the structure, type or performance characteristics if that Ship or materially reduce its value.

23.6

Surveys

23.7	Inspection

(a)

Each Borrower shall permit (and shall procure that any Approved Manager and, on reasonable efforts basis, any charterer or operator of any Ship shall permit) the Security Agent (acting through surveyors or other persons appointed by it for that purpose) to board the Ship owned by it at all reasonable times to inspect its condition or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections provided that the Security Agent shall give reasonable notice to that Borrower prior to such inspection and such inspection does not materially interfere with the trading of a Ship.

(b)	The Borrowers shall pay the costs of:

(i)

the inspection required to satisfy Clause 4.1 (Initial conditions precedent);

(ii)

up to one inspection and one survey of each Ship per year during the Security Period; and

(iii)

any inspection or ant survey which occurs after an Event of Default has occurred and is continuing or which evidences an Event of Default.

23.8	Prevention of and release from arrest

(a)	Each Borrower shall promptly discharge:

(i)

all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Ship owned by it, its Earnings or its Insurances;

(ii)

all Taxes, dues and other amounts charged in respect of the Ship owned by it, its Earnings or its Insurances; and

(iii)

all other outgoings whatsoever in respect of the Ship owned by it, its Earnings or its Insurances.

(b)	Each Borrower shall immediately upon receiving notice of the arrest of the Ship owned by it or of its detention in exercise or purported exercise of any lien or claim, take all steps necessary to procure its release by providing bail or otherwise as the circumstances may require.

23.9	Compliance with laws etc.

(a)	comply, or procure compliance with all laws or regulations:

(i)

relating to its business generally; and

(ii)

relating to the Ship owned by it, its ownership, employment, operation, management and registration,

(b)	obtain, comply with and do all that is necessary to maintain in full force and effect any Environmental Approvals; and

(c)

without limiting paragraph (a) above, not employ the Ship owned by it nor allow its employment, operation or management in any manner contrary to any law or regulation including but not limited to the ISM Code, the ISPS Code, all Environmental Laws, all labour laws and Sanctions (or which would be contrary to Sanctions if Sanctions were binding on the Transaction Obligors or any Approved Manager).

23.10

ISPS Code

(a)	procure that the Ship owned by it and the company responsible for that Ship's compliance with the ISPS Code comply with the ISPS Code; and

(b)	maintain an ISSC for that Ship; and

(c)	notify the Facility Agent immediately in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC.

23.11

Sanctions and Ship trading

(a)	no Group Ship shall be used by or for the benefit of a Prohibited Person;

(b)	no Group Ship shall be used in trading in any manner contrary to Sanctions (or which could be contrary to Sanctions if Sanctions were binding on the Transaction Obligors or any Approved Manager);

(c)	no Group Ship shall call in a port in a Sanctioned Country;

(d)	each Group Ship shall not be traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances; and

(e)

any charterparty in respect of each Ship shall contain, for the benefit of the Borrower that it is the owner of that Ship, language which gives effect to the provisions of paragraph (c) of Clause 23.9 (Compliance with laws etc.) as regards Sanctions and of this Clause 23.11 (Sanctions and Ship trading) and which permits refusal of employment or voyage orders if compliance would result in a breach of Sanctions (or which would result in a breach of Sanctions if Sanctions were binding on each Transaction Obligor or any Approved Manager) or would require a Ship to call at a port in a Sanctioned Country.

23.12

Entering war zones and "listed" or "excluded" areas

(a)	No Borrower shall cause or permit the Ship owned by it to enter to any zone which is declared a war zone by any government.

(b)

Without prejudice to its obligations under sub-paragraph (iv) of paragraph (b) of Clause 22.11 (Compliance with terms of insurances), no Borrower shall cause or permit its Ship to enter any zone which is declared a "listed" or "excluded" area by the relevant insurer (or any other area in respect of which additional war risk premium is payable) without first effecting (at its expense) any special, additional or modified insurance cover that the Borrowers' war risks insurers may require in respect of such entry and provided that such Borrower complies with BMP5 (or its successor) at all times when its Ship is in such areas.

23.13

Provision of information

(a)	the Ship owned by it, its employment, position and engagements;

(b)	the Earnings and payments and amounts due to its master and crew;

(c)	any expenditure incurred, or likely to be incurred, in connection with the operation, maintenance or repair of that Ship and any payments made by it in respect of that Ship;

(d)	any towages and salvages; and

(e)	its compliance, the Approved Manager's compliance and the compliance of that Ship with the ISM Code and the ISPS Code,

23.14

Notification of certain events

(a)	any casualty to that Ship which is or is likely to be or to become a Major Casualty;

(b)	any occurrence as a result of which that Ship has become or is, by the passing of time or otherwise, likely to become a Total Loss;

(c)	any requisition of that Ship for hire;

(d)	any requirement or recommendation made in relation to that Ship by any insurer or classification society or by any competent authority which is not immediately complied with;

(e)	any arrest or detention of that Ship or any exercise or purported exercise of any lien on that Ship or the Earnings;

(f)	any dry docking of that Ship;

(g)	any Environmental Claim made against that ▇▇▇▇▇▇▇▇, or in connection with that Ship, or any Environmental Incident;

(h)	any Social Claim made against that Borrower, or in connection with that Ship, or any Social Incident;

(i)	any claim for breach of the ISM Code or the ISPS Code being made against that Borrower, an Approved Manager or otherwise in connection with that Ship; or

(j)	any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with,

23.15

Restrictions on chartering, appointment of managers etc.

(a)	No Borrower shall, in relation to the Ship owned by it:

(i)

let that Ship on demise charter for any period;

(ii)

enter into any time, voyage or consecutive voyage charter in respect of that Ship other than a Permitted Charter;

(iii)

materially amend, supplement or terminate a Management Agreement ("material" amendments to include, without limitation, any amendments to terms in respect of the management fees, commissions, termination events, Sanctions or duration of contract);

(iv)

appoint a manager of that Ship other than the Approved Commercial Manager and the Approved Technical Manager or agree to any alteration to the terms of an Approved Manager's appointment;

(v)

de activate or lay up that Ship; or

(vi)

other than in respect of a Scheduled Event, put that Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $750,000 (or the equivalent in any other currency) unless that person has first given to the Security Agent and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or its Earnings or its Insurances for the cost of such work or for any other reason.

(b)	In the event of any Approved Manager that is not a Transaction Obligor:

(i)

becoming a Prohibited Person;

(ii)

becoming owned and/or controlled (directly or indirectly) by, or acting on behalf of or for the benefit of, a Prohibited Person;

(iii)

owning or controlling a Prohibited Person;

(iv)

having a Prohibited Person serving as a director, officer or employee;

(v)

acting contrary to Sanctions;

(vi)

doing anything which would cause a Finance Party to be in breach of Sanctions;

(vii)

becoming subject to any circumstances described in Clause 26.7 (Insolvency) and 26.8 (Insolvency Proceedings),

(A)

terminate the relevant Management Agreement(s);

(B)

replace the relevant Approved Manager with another entity (approved in writing by the Security Agent as directed by the Majority Lenders (acting reasonably)) to manage and/or operate (as applicable) the relevant Ship(s); and

(C)

procure that such new entity executes and delivers to the Security Agent a Manager’s Undertaking for each relevant Ship.

23.16

Notice of Mortgage

23.17

Sharing of Earnings

23.18

Inventory of Hazardous Materials

23.19

Ballast water management

23.20

Responsible Ship Recycling

23.21

AIS

(a)	No Ship shall disable or manipulate its AIS other than for legitimate reasons of security and safety.

(b)

No Ship shall engage in any ship to ship transfers with vessels that have been disabling or manipulating their automatic identification systems for illegitimate reasons and the Borrowers shall procure that reasonable due diligence is conducted on any vessel with which any Ship will conduct any Ship to Ship transfer.

23.22

Notification of compliance

24	LOAN VALUE RATIO

24.1	Maximum loan to value ratio

24.2	Provision of additional security; prepayment

(a)

If the Facility Agent serves a written notice on the Borrowers under Clause 24.1 (Maximum loan to value ratio), the Borrowers shall, on or before the date falling 30 days after the date on which the Facility Agent's notice is served (the "Prepayment Date"), prepay such part of the Loan to reduce the Loan Value Ratio to 65 per cent.

(b)

A Borrower may, instead of making a prepayment as described in paragraph (a) above, provide, or ensure that a third party has provided, additional security in the form of a cash payment to its Restricted Cash Account or any other additional security acceptable to the Facility Agent which, in the opinion of the Facility Agent acting on the instructions of the Majority Lenders:

(i)

will reduce the Loan Value Ratio to below 65 per cent.; and

(ii)

is documented in such terms as the Facility Agent may approve or require,

(c)

Any additional security provided by the Borrowers pursuant to this Clause 24 (Loan Value Ratio) may be released upon request by and at the cost of the Borrowers provided that the Loan Value Ratio is less than 65 per cent. for at least two consecutive Quarter End Dates and remains in compliance with such requirement following the release of such additional security and no Default has occurred and is continuing or would occur as a result of releasing such security.

24.3	Value of additional vessel security

24.4	Valuations binding

24.5	Provision of information

(a)	Each Borrower shall promptly provide the Facility Agent and any shipbroker acting under this Clause 24 (Loan Value Ratio) with any information which the Facility Agent or the shipbroker may request for the purposes of the valuation.

(b)	If a Borrower fails to provide the information referred to in paragraph (a) above by the date specified in the request, the valuation may be made on any basis and assumptions which the shipbroker or the Facility Agent considers prudent.

24.6	Prepayment mechanism

24.7	Provision of valuations

(a)

The Lenders shall be entitled to instruct the Facility Agent to arrange valuations of a Ship and any other vessel over which additional Security has been created in accordance with Clause 24.2 (Provision of additional security; prepayment) to be carried out at any time to determine the Market Value of that Ship or vessel.

(b)	The Borrowers shall pay the costs of:

(i)

two valuations per Ship obtained to determine the Initial Market Value of each Ship;

(ii)

up to two sets of valuations in respect of each Ship or vessel over which additional Security has been created in accordance with Clause 24.3 (Value of additional vessel security) per calendar year; and

(iii)

any further valuations which evidence a breach of the threshold required under Clause 24.1 (Maximum loan to value ratio) or which are obtained whilst an Event of Default has occurred and is continuing,

25	ACCOUNTS, APPLICATION OF EARNINGS

25.1

Accounts

25.2	Payment of Earnings, starting working capital amount

(a)	The Borrowers shall ensure that subject only to the provisions of the General Assignments, all the Earnings are paid to their respective Earnings Account.

(b)	Each Borrower shall on each Utilisation Date ensure that a minimum starting working capital amount is standing to the credit of its Earnings Account in an amount equal to $250,000 (which cannot be satisfied by transfer from the other Earnings Account in accordance with paragraph (b) below).

(c)	The Borrowers shall be entitled to transfer balances among the Earnings Accounts provided that no Event of Default has occurred and is continuing.

25.3	Application from Earnings Accounts

(a)

firstly, in payment of all amounts which are due and payable at such time, in accordance with the Approved Opex Budget or any other expenses which are incurred in the ordinary course of business of owning and operating a Ship including amounts paid to the Approved Commercial Manager and the Approved Technical Manager in accordance with the relevant Management Agreement (but excluding any other related party payments unless approved by the Facility Agent);

(b)	secondly, in payment of all relevant payments to the Dry Dock Reserve Accounts in accordance with Clause 25.5 (Dry Dock Reserve Accounts);

(c)	thirdly, in payment of all interest payable pursuant to the Finance Documents;

(d)	fourthly, in payment of all principal payable pursuant to the Finance Documents;

(e)

fifthly, any remaining amounts standing to the credit of the Earnings Accounts after application pursuant to the foregoing paragraphs shall be available to fund (i) a Permitted Distribution provided the Permitted Distribution Criteria have been met and (ii) the Initial Permitted Distribution provided the Initial Permitted Distribution Criteria have been met; and

(f)	sixthly, any remaining amounts standing to the credit of the Earnings Accounts after application pursuant to the foregoing paragraphs shall be retained in the Earnings Accounts.

25.4	Restricted Cash Deposit and Restricted Cash Accounts

(a)	Each Borrower shall ensure that at least, the Restricted Cash Deposit is credited to its Restricted Cash Account from each respective Utilisation Date at all times thereafter throughout the Security Period.

(b)	Funds may only be withdrawn from a Restricted Cash Account:

(i)

to repay the balloon instalment or part thereof once the remaining amount of the relevant Advance has been paid in full;

(ii)

to be used towards prepayment of the Facility in full;

(iii)

following repayment of the Facility in full;

(iv)

in accordance with paragraph (c) of Clause 24.2 (Provision of additional security; prepayment); or

(v)

if in excess of the applicable Restricted Cash Deposit.

25.5	Dry Dock Reserve Accounts

(a)

Each Borrower shall ensure that, during the Security Period relating to the Ship owned by it, its Dry Dock Reserve Account is credited with sufficient funding to cover the amount included in the Approved Capex Budget for that Ship to cover the forecasted dry-docking, special survey and ballast water expenses for that Ship at least 10 Business Days prior to the date such expenses are to be incurred (the "Cut Off").

(b)

Each Borrower shall on or before each Quarter End Date during, or in the Borrowers’ discretion earlier than, the 9 calendar months preceding the Cut Off in relation to a Ship and if relevant the Cut Off, deposit into the relevant Dry Dock Reserve Account an amount determined by the Facility Agent towards the forecasted dry-docking, special survey and ballast water expenses for that Ship as provided in the then current Approved Capex Budget.

(c)

The funds on the relevant Dry Dock Reserve Account shall only be withdrawn from that Dry Dock Reserve Account to meet the dry-docking, special survey and ballast water expenses for the relevant Ship subject to that Borrower providing evidence of the dry-docking, special survey and ballast water expenses (including payments on account), in each case, satisfactory to the Facility Agent. If no Scheduled Event is due before the Termination Date of the relevant Advance, any balance in the relevant Dry Dock Reserve Account may be paid to the relevant Earnings Account for application in accordance with Clause 25.3 (Application from the Earnings Accounts).

25.6	Location of Accounts

(a)	comply with any requirement of the Facility Agent as to the location or relocation of the Earnings Accounts, the Dry Dock Reserve Accounts and the Restricted Cash Accounts (or any of them); and

(b)

execute any documents which the Facility Agent specifies to create or maintain in favour of the Security Agent, Security over (and/or rights of set-off, consolidation or other rights in relation to) the relevant Earnings Account, the relevant Dry Dock Reserve Account and the relevant Restricted Cash Account.

25.7	Borrowers' obligations unaffected

(a)	the liability of a Borrower to make payments of principal and interest on the due dates; or

26	EVENTS OF DEFAULT

26.1

General

26.2	Non-payment

(a)	its failure to pay is caused by:

(i)

administrative or technical error; or

(ii)

a Disruption Event; and

(b)	payment is made within three Business Days of its due date.

26.3	Specific obligations

26.4	Other obligations

(a)	A Transaction Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 26.2 (Non-payment) and Clause 26.3 (Specific obligations)).

(b)	No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within five Business Days of the Facility Agent giving notice to the Borrowers or (if earlier) any other Transaction Obligor becoming aware of the failure to comply.

26.5	Misrepresentation

26.6	Cross default

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

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

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

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

26.7	Insolvency

(a)	A Transaction Obligor:

(i)

is unable or admits inability to pay its debts as they fall due;

(ii)

is deemed to, or is declared to, be unable to pay its debts under applicable law;

(iii)

suspends or threatens to suspend making payments on any of its debts; or

(iv)

by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.

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

(c)	A moratorium is declared in respect of any indebtedness of any Transaction Obligor.  If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

26.8	Insolvency proceedings

(a)	Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i)

the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement order or otherwise) of any Transaction Obligor;

(ii)

a composition, compromise, assignment or arrangement with any creditor of any Transaction Obligor;

(iii)

the appointment of a trustee in bankruptcy, liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Transaction Obligor or any of its assets; or

(iv)

enforcement of any Security over any assets of any Transaction Obligor,

(b)	Paragraph (a) above shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement.

26.9	Creditors' process

26.10

Ownership of the Obligors

(a)	a Borrower ceases to be a wholly owned subsidiary of the Guarantor; or

(b)	Icon Energy (i) ceases to be (directly or indirectly) the legal and beneficial owner of 100 per cent. of the issued and outstanding share capital and voting rights of a Borrower.

26.11

Unlawfulness, invalidity and ranking

(a)	It is or becomes unlawful for a Transaction Obligor to perform any of its obligations under the Finance Documents.

(b)	Any obligation of a Transaction Obligor under the Finance Documents is not or ceases to be legal, valid, binding or enforceable.

(c)	Any Finance Document ceases to be in full force and effect or to be continuing or is or purports to be determined or any Transaction Security is alleged by a party to it (other than a Finance Party) to be ineffective.

(d)	Any Transaction Security proves to have ranked after, or loses its priority to, any other Security.

26.12

Security imperilled

26.13

Cessation of business

26.14

Expropriation

(a)	an arrest or detention of a Ship referred to in Clause 7.4 (Mandatory prepayment on sale, arrest, detention or Total Loss); or

(b)	any Requisition.

26.15

Repudiation and rescission of agreements

26.16

Litigation

26.17

Material adverse change

26.18

Conditions Precedent and Subsequent

26.19

Reduction of capital

(a)	purchases, cancels or redeems any of its share capital; or

(b)	reduces its authorised share capital,

26.20

Acceleration

(a)	cancel the Total Commitments, whereupon they shall immediately be cancelled;

(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, whereupon it shall become immediately due and payable; and/or

(c)	declare that all or part of the Loan be payable on demand, whereupon it shall immediately become payable on demand by the Facility Agent acting on the instructions of the Majority Lenders,

26.21

Enforcement of security

27	CHANGES TO THE LENDERS

27.1	Assignments and transfers by the Lenders

(a)	assign any of its rights; or

(b)	transfer by novation any of its rights and obligations,

27.2	Conditions of assignment or transfer

(a)

An Existing Lender may, in its sole discretion, assign or transfer any of its rights or transfer by novation any of its rights and obligations under the Finance Documents to a New Lender without the approval of the Obligors (but, the Existing Lender shall inform the Obligors of the identity of the proposed Lender before any assignment or transfer provided that if no Event of Default has occurred and is continuing that Existing Lender shall not assign or transfer any of its rights or obligations under the Finance Documents to a New Lender known as a loan-to-own investor, distressed debt buyer or activist or to a trust of fund without the prior written consent of the Borrowers.

(b)	An assignment will only be effective on:

(i)

receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Secured Parties as it would have been under if it were an Original Lender; and

(ii)

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

(c)

The Obligors agree that all rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Finance Documents are assigned to the New Lender absolutely, free of any defects in the Existing ▇▇▇▇▇▇'s title and of any rights or equities which the Borrowers or any other Obligor had against the Existing Lender.

(d)	A transfer will only be effective if the procedure set out in Clause 27.5 (Procedure for transfer) is complied with.

(e)

If:

(i)

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

(ii)

as a result of circumstances existing at the date the assignment, transfer or change occurs, a Transaction Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax Gross Up and Indemnities) or under that clause as incorporated by reference or in full in any other Finance Document or Clause 13 (Increased Costs),

(f)

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

27.3	Assignment or transfer fee

27.4	Limitation of responsibility of Existing Lenders

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

(i)

the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents, the Transaction Security or any other documents;

(ii)

the financial condition of any Transaction Obligor;

(iii)

the performance and observance by any Transaction Obligor of its obligations under the Transaction Documents or any other documents; or

(iv)

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

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

(i)

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

(ii)

will continue to make its own independent appraisal of the creditworthiness of each Transaction Obligor and its related entities throughout the Security Period.

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

(i)

accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 27 (Changes to the Lenders); or

(ii)

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

27.5	Procedure for transfer

(a)

Subject to the conditions set out in Clause 27.2 (Conditions of assignment or transfer), a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender.  The Facility Agent shall, subject to paragraph (b) below as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with this Agreement and delivered in accordance with this Agreement, execute that Transfer Certificate.

(b)

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

(c)	Subject to Clause 27.9 (Pro rata interest settlement), on the Transfer Date:

(i)

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

(ii)

each of the Transaction Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Transaction Obligor and the Existing Lender;

(iii)

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

(iv)

the New Lender shall become a Party as a "Lender".

27.6	Procedure for assignment

(a)

Subject to the conditions set out in Clause 27.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender.  The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

(b)

The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

(c)	Subject to Clause 27.9 (Pro rata interest settlement), on the Transfer Date:

(i)

the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;

(ii)

the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and

(iii)

the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.

(d)

▇▇▇▇▇▇▇ may utilise procedures other than those set out in this Clause 27.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 27.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 27.2 (Conditions of assignment or transfer).

27.7	Copy of Transfer Certificate or Assignment Agreement to Borrowers

27.8	Security over Lenders' rights

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

(b)	any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

(i)

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

(ii)

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

27.9	Pro rata interest settlement

(a)

If the Facility Agent has notified the Lenders that it is able to distribute interest payments on a "pro rata basis" to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 27.5 (Procedure for transfer) or any assignment pursuant to Clause 27.6 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

(i)

any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date ("Accrued Amounts") and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period; and

(ii)

the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:

(A)

when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and

(B)

the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 27.9 (Pro rata interest settlement), have been payable to it on that date, but after deduction of the Accrued Amounts.

(b)	In this Clause 27.9 (Pro rata interest settlement) references to "Interest Period" shall be construed to include a reference to any other period for accrual of fees.

(c)

An Existing Lender which retains the right to the Accrued Amounts pursuant to this Clause 27.9 (Pro rata interest settlement) but which does not have a Commitment shall be deemed not to be a Lender for the purposes of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents.

28	CHANGES TO THE TRANSACTION OBLIGORS

28.1	Assignment or transfer by Transaction Obligors

28.2	Release of security

(a)	If a disposal of any asset subject to security created by a Security Document is made in the following circumstances:

(i)

the disposal is permitted by the terms of any Finance Document;

(ii)

all the Lenders agree to the disposal;

(iii)

the disposal is being made at the request of the Security Agent in circumstances where any security created by the Security Documents has become enforceable; or

(iv)

the disposal is being effected by enforcement of a Security Document,

(b)

If the Security Agent is satisfied that a release is allowed under this Clause 28.2 (Release of security) (at the request and expense of the Borrowers) each Finance Party must enter into any document and do all such other things which are reasonably required to achieve that release.  Each other Finance Party irrevocably authorises the Security Agent to enter into any such document.  Any release will not affect the obligations of any other Transaction Obligor under the Finance Documents.

28.3	Additional Borrowers

(a)	it delivers to the Facility Agent a duly completed and executed Accession Deed;

(b)	the Borrowers confirm that no Default is continuing or would occur as a result of that company becoming a Borrower; and

(c)	the Facility Agent has received all of the documents and other evidence listed in Part C of Schedule 2 (Conditions Precedent and Subsequent) in relation to that Additional Borrower, each in form and substance satisfactory to the Facility Agent.

28.4	Repetition of Representations

29	THE FACILITY AGENT AND THE ARRANGER

29.1	Appointment of the Facility Agent

(a)	Each of the Arranger and the Lenders appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.

(b)

Each of the Arranger and the Lenders authorises the Facility Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Facility Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.

29.2	Instructions

(a)	The Facility 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 Facility 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 Majority Lenders; and

(ii)

not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or, if this Agreement stipulates the matter is a decision for any other Finance Party or group of Finance Parties, in accordance with instructions given to it by that Finance Party or group of Finance Parties).

(b)

The Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Facility Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c)

Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

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

(i)

where a contrary indication appears in a Finance Document;

(ii)

where a Finance Document requires the Facility Agent to act in a specified manner or to take a specified action; and

(iii)

in respect of any provision which protects the Facility Agent's own position in its personal capacity as opposed to its role of Facility Agent for the relevant Finance Parties.

(e)

If giving effect to instructions given by the Majority Lenders would in the Facility Agent's opinion have an effect equivalent to an amendment or waiver referred to in Clause 42 (Amendments and Waivers), the Facility Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Facility Agent) whose consent would have been required in respect of that amendment or waiver.

(f)	In exercising any discretion to exercise a right, power or authority under the Finance Documents where it has not received any instructions as to the exercise of that discretion the Facility Agent shall do so having regard to the interests of all the Finance Parties.

(g)

The Facility Agent may refrain from acting in accordance with any instructions of any Finance Party or group of Finance Parties 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, expense, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.

(h)

Without prejudice to the remainder of this Clause 29.2 (Instructions), in the absence of instructions, the Facility Agent shall not be obliged to take any action  (or refrain from taking action) even if it considers acting or not acting to be in the best interests of the Finance Parties.  The Facility Agent may act (or refrain from acting) as it considers to be in the best interest of the Finance Parties.

(i)

The Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document.  This paragraph (i) 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 Transaction Security or Security Documents.

29.3	Duties of the Facility Agent

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

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

(c)	Without prejudice to Clause 27.7 (Copy of Transfer Certificate or Assignment Agreement to Borrowers), paragraph (b) above shall not apply to any Transfer Certificate or any Assignment Agreement.

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

(e)	If the Facility Agent receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

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

(g)	The Facility 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).

29.4	Role of the Arranger

29.5	No fiduciary duties

(a)	Nothing in any Finance Document constitutes the Facility Agent or the Arranger as a trustee or fiduciary of any other person.

(b)	Neither the Facility Agent nor the Arranger shall be bound to account to other Finance Party for any sum or the profit element of any sum received by it for its own account.

29.6	Application of receipts

29.7	Business with the Obligors

29.8	Rights and discretions

(a)	The Facility Agent may:

(i)

rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(ii)

assume that:

(A)

any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; and

(B)

unless it has received notice of revocation, that those instructions have not been revoked; and

(iii)

rely on a certificate from any person:

(A)

as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B)

to the effect that such person approves of any particular dealing, transaction, step, action or thing,

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

(i)

no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.2 (Non-payment));

(ii)

any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and

(iii)

any notice or request made by any Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Transaction Obligors.

(c)	The Facility Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(d)

Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Facility Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be desirable.

(e)

The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(f)	The Facility Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:

(i)

be liable for any error of judgment made by any such person; or

(ii)

be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,

(g)	Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under the Finance Documents.

(h)

Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Arranger is obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(i)

Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

29.9	Responsibility for documentation

(a)

the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Facility Agent, the Security Agent, the Arranger, a Transaction Obligor or any other person in, or in connection with, any Transaction Document or the transactions contemplated in the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document;

(b)

the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or

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

29.10

No duty to monitor

(a)	whether or not any Default has occurred;

(b)	as to the performance, default or any breach by any Transaction Obligor of its obligations under any Transaction Document; or

(c)	whether any other event specified in any Transaction Document has occurred.

29.11

Exclusion of liability

(a)	Without limiting paragraph (b) below (and without prejudice to paragraph (e) of Clause 33.11 (Disruption to Payment Systems etc.) or any other provision of any Finance Document excluding or limiting the liability of the Facility Agent), the Facility Agent will not be liable for:

(i)

any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Transaction Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct; or

(ii)

exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Transaction Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or

(iii)

any shortfall which arises on the enforcement or realisation of the Security Property; or

(iv)

without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

(A)

any act, event or circumstance not reasonably within its control; or

(B)

the general risks of investment in, or the holding of assets in, any jurisdiction,

(b)

No Party other than the Facility Agent may take any proceedings against any officer, employee or agent of the Facility Agent in respect of any claim it might have against the Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property and any officer, employee or agent of the Facility Agent may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.

(c)

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

(d)	Nothing in this Agreement shall oblige the Facility Agent or the Arranger to carry out:

(i)

any "know your customer" or other checks in relation to any person; or

(ii)

any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,

(e)

Without prejudice to any provision of any Finance Document excluding or limiting the Facility Agent's liability, any liability of the Facility Agent arising under or in connection with any Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Facility Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Facility Agent at any time which increase the amount of that loss. In no event shall the Facility Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Facility Agent has been advised of the possibility of such loss or damages.

29.12

▇▇▇▇▇▇▇' indemnity to the Facility Agent

(a)

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Facility Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Facility Agent (otherwise than by reason of the Facility Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 33.11 (Disruption to Payment Systems etc.) notwithstanding the Facility Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) in acting as Facility Agent under the Finance Documents (unless the Facility Agent has been reimbursed by a Transaction Obligor pursuant to a Finance Document).

(b)	Subject to paragraph (c) below, the Borrowers shall immediately on demand reimburse any Lender for any payment that ▇▇▇▇▇▇ makes to the Facility Agent pursuant to paragraph (a) above.

(c)	Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Facility Agent to an Obligor.

29.13

Resignation of the Facility Agent

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

(b)	Alternatively, the Facility Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrowers, in which case the Majority ▇▇▇▇▇▇▇ may appoint a successor Facility Agent.

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

(d)

If the Facility Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Facility Agent is entitled to appoint a successor Facility Agent under paragraph (c) above, the Facility Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Facility Agent to become a party to this Agreement as Facility Agent) agree with the proposed successor Facility Agent amendments to this Clause 29 (The Facility Agent and the Arranger) and any other term of this Agreement dealing with the rights or obligations of the Facility Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Facility Agent's normal fee rates and those amendments will bind the Parties.

(e)

The retiring Facility Agent shall make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. The Borrowers shall, within three Business Days of demand, reimburse the retiring Facility Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.

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

(g)

Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 14.4 (Indemnity to the Facility Agent) and this Clause 29 (The Facility Agent and the Arranger) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Facility Agent.  Any fees for the account of the retiring Facility Agent shall cease to accrue from (and shall be payable on) that date.  Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(h)	The Majority Lenders may, by notice to the Facility Agent, require it to resign in accordance with paragraph (b) above.  In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

(i)	The consent of any Borrower (or any other Transaction Obligor) is not required for an assignment or transfer of rights and/or obligations by the Facility Agent.

(j)

The Facility Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Facility Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Facility Agent under the Finance Documents, either:

(i)

the Facility Agent fails to respond to a request under Clause 12.7 (FATCA Information) and a Lender reasonably believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii)

the information supplied by the Facility Agent pursuant to Clause 12.7 (FATCA Information) indicates that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii)

the Facility Agent notifies the Borrowers and the Lenders that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

29.14

Confidentiality

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

(b)

If information is received by a division or department of the Facility Agent other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Facility Agent shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party.

(c)

Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Arranger is obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.

29.15

Relationship with the other Finance Parties

(a)

Subject to Clause 27.9 (Pro rata interest settlement), the, Facility Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Facility Agent's principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

(i)

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

(ii)

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

(b)

Each Finance Party shall supply the Facility Agent with any information that the Security Agent may reasonably specify (through the Facility Agent) as being necessary or desirable to enable the Security Agent to perform its functions as Security Agent. Each Finance Party shall deal with the Security Agent exclusively through the Facility Agent and shall not deal directly with the Security Agent and any reference to any instructions being given by or sought from any Finance Party or group of Finance Parties to or by the Security Agent in this Agreement must be given or sought through the Facility Agent.

(c)

Any Lender may by notice to the Facility Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents.  Such notice shall contain the address and (where communication by electronic mail or other electronic means is permitted under Clause 36.5 (Electronic communication)) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, electronic mail address (or such other information), department and officer by that ▇▇▇▇▇▇ for the purposes of Clause 36.2 (Addresses) and sub-paragraph (ii) of paragraph (a) of Clause 36.5 (Electronic communication) and the Facility Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that ▇▇▇▇▇▇.

29.16

Credit appraisal by the Finance Parties

(a)	the financial condition, status and nature of a Transaction Obligor;

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

(c)

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

(d)

the adequacy, accuracy or completeness of any information provided by the Facility Agent, any Party or by any other person under, or in connection with, any Transaction Document, the transactions contemplated by any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; and

(e)	the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets.

29.17

Facility Agent's management time

29.18

Deduction from amounts payable by the Facility Agent

29.19

Reliance and engagement letters

29.20

Full freedom to enter into transactions

(a)

to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting any Transaction Obligor or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security agent for, and/or participating in, other facilities to such Transaction Obligor or any person who is party to, or referred to in, a Finance Document);

(b)	to deal in and enter into and arrange transactions relating to:

(i)

any securities issued or to be issued by any Transaction Obligor or any other person; or

(ii)

any options or other derivatives in connection with such securities; and

(c)	to provide advice or other services to any Borrower or any person who is a party to, or referred to in, a Finance Document,

30	THE SECURITY AGENT

30.1

Trust

(a)	The Security Agent declares that it holds the Security Property on trust for the Secured Parties on the terms contained in this Agreement and shall deal with the Security Property in accordance with this Clause 30 (The Security Agent) and the other provisions of the Finance Documents.

(b)

Each other Finance Party authorises the Security Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Security Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.

30.2	Parallel Debt (Covenant to pay the Security Agent)

(a)	Each Obligor irrevocably and unconditionally undertakes to pay to the Security Agent its Parallel Debt which shall be amounts equal to, and in the currency or currencies of, its Corresponding Debt.

(b)	The Parallel Debt of an Obligor:

(i)

shall become due and payable at the same time as its Corresponding Debt;

(ii)

is independent and separate from, and without prejudice to, its Corresponding Debt.

(c)	For the purposes of this Clause 30.2 (Parallel Debt (Covenant to pay the Security Agent)), the Security Agent:

(i)

is the independent and separate creditor of each Parallel Debt;

(ii)

acts in its own name and not as agent, representative or trustee of the Finance Parties and its claims in respect of each Parallel Debt shall not be held on trust; and

(iii)

shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding).

(d)	The Parallel Debt of an Obligor shall be:

(i)

decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged; and

(ii)

increased to the extent that its Corresponding Debt has increased,

(e)	All amounts received or recovered by the Security Agent in connection with this Clause 30.2 (Parallel Debt (Covenant to pay the Security Agent)) to the extent permitted by applicable law, shall be applied in accordance with Clause 33.5 (Application of receipts; partial payments).

(f)	This Clause 30.2 (Parallel Debt (Covenant to pay the Security Agent)) shall apply, with any necessary modifications, to each Finance Document.

30.3	Enforcement through Security Agent only

30.4	Instructions

(a)	The Security 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 Security Agent in accordance with any instructions given to it by:

(A)

all Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and

(B)

in all other cases, the Majority Lenders (or the Facility Agent on their behalf); and

(ii)

not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Finance Party or group of Finance Parties, in accordance with instructions given to it by that Finance Party or group of Finance Parties).

(b)

The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c)

Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

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

(i)

where a contrary indication appears in a Finance Document;

(ii)

where a Finance Document requires the Security Agent to act in a specified manner or to take a specified action;

(iii)

in respect of any provision which protects the Security Agent's own position in its personal capacity as opposed to its role of Security Agent for the relevant Secured Parties.

(iv)

in respect of the exercise of the Security Agent's discretion to exercise a right, power or authority under any of:

(A)

Clause 30.27 (Application of receipts);

(B)

Clause 30.28 (Permitted Deductions); and

(C)

Clause 30.29 (Prospective liabilities).

(e)

If giving effect to instructions given by the Majority Lenders would in the Security Agent's opinion have an effect equivalent to an amendment or waiver referred to in Clause 42 (Amendments and Waivers), the Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Security Agent) whose consent would have been required in respect of that amendment or waiver.

(f)	In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:

(i)

it has not received any instructions as to the exercise of that discretion; or

(ii)

the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above,

(g)

The Security Agent may refrain from acting in accordance with any instructions of any Finance Party or group of Finance Parties 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 (together with any applicable VAT) which it may incur in complying with those instructions.

(h)	Without prejudice to the remainder of this Clause 30.4 (Instructions), in the absence of instructions, the Security Agent may (but shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.

(i)

The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document.  This paragraph (i) 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 Transaction Security or Security Documents.

30.5	Duties of the Security Agent

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

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

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

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

(e)	The Security 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).

30.6	No fiduciary duties

(a)	Nothing in any Finance Document constitutes the Security Agent as an agent, trustee or fiduciary of any Transaction Obligor.

(b)	The Security Agent shall not be bound to account to any other Secured Party for any sum or the profit element of any sum received by it for its own account.

30.7	Business with the Obligors

30.8	Rights and discretions

(a)	The Security Agent may:

(i)

rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(ii)

assume that:

(A)

any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents;

(B)

unless it has received notice of revocation, that those instructions have not been revoked;

(C)

if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and

(iii)

rely on a certificate from any person:

(A)

as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B)

to the effect that such person approves of any particular dealing, transaction, step, action or thing,

(b)	The Security Agent shall be entitled to carry out all dealings with the other Finance Parties through the Facility Agent and may give to the Facility Agent any notice or other communication required to be given by the Security Agent to any Finance Party.

(c)	The Security Agent may assume (unless it has received notice to the contrary in its capacity as security agent for the Secured Parties) that:

(i)

no Default has occurred;

(ii)

any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and

(iii)

any notice or request made by any Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Transaction Obligors.

(d)	The Security Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(e)

Without prejudice to the generality of paragraph (c) above or paragraph (f) below, the Security Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by the Facility Agent or the Lenders) if the Security Agent in its reasonable opinion deems this to be desirable.

(f)

The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(g)	The Security Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:

(i)

be liable for any error of judgment made by any such person; or

(ii)

be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,

(h)	Unless a Finance Document expressly provides otherwise the Security Agent may disclose to any other Party any information it reasonably believes it has received as security agent under the Finance Documents.

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

(j)

Notwithstanding any provision of any Finance Document to the contrary, the Security Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

30.9	Responsibility for documentation

(a)

the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Facility Agent, the Security Agent, the Arranger, a Transaction Obligor or any other person in, or in connection with, any Transaction Document or the transactions contemplated in the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document;

(b)

the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or

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

30.10

No duty to monitor

(a)	whether or not any Default has occurred;

(b)	as to the performance, default or any breach by any Transaction Obligor of its obligations under any Transaction Document; or

(c)	whether any other event specified in any Transaction Document has occurred.

30.11

Exclusion of liability

(a)	Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent or any Receiver or Delegate), none of the Security Agent nor any Receiver or Delegate will be liable for:

(i)

any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Transaction Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct;

(ii)

exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Transaction Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or

(iii)

any shortfall which arises on the enforcement or realisation of the Security Property; or

(iv)

without prejudice to the generality of sub-paragraphs (i)  to  (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

(A)

any act, event or circumstance not reasonably within its control; or

(B)

the general risks of investment in, or the holding of assets in, any jurisdiction,

(b)

No Party other than the Security Agent, that Receiver or that Delegate (as applicable) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.

(c)

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

(d)	Nothing in this Agreement shall oblige the Security Agent to carry out:

(i)

any "know your customer" or other checks in relation to any person; or

(ii)

any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,

(e)

Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent or any Receiver or Delegate, any liability of the Security Agent or any Receiver or Delegate arising under or in connection with any Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Security Agent, Receiver or Delegate or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Security Agent, any Receiver or Delegate at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Security Agent, the Receiver or Delegate has been advised of the possibility of such loss or damages.

30.12

Lenders' indemnity to the Security Agent

(a)

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Security Agent and every Receiver and every Delegate, within three Business Days of demand, against any cost, expense, loss or liability incurred by any of them (otherwise than by reason of the Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct) in acting as Security Agent, Receiver or Delegate under the Finance Documents (unless the Security Agent, Receiver or Delegate has been reimbursed by a Transaction Obligor pursuant to a Finance Document).

(b)	Subject to paragraph (c) below, the Borrowers shall immediately on demand reimburse any Lender for any payment that ▇▇▇▇▇▇ makes to the Security Agent pursuant to paragraph (a) above.

(c)	Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Security Agent to an Obligor.

30.13

Resignation of the Security Agent

(a)	The Security Agent may resign and appoint one of its Affiliates acting through an office as successor by giving notice to the other Finance Parties and the Borrowers.

(b)	Alternatively, the Security Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrowers, in which case the Majority ▇▇▇▇▇▇▇ may appoint a successor Security Agent.

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

(d)

The retiring Security Agent shall make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Finance Documents. The Borrowers shall, within three Business Days of demand, reimburse the retiring Security Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.