(1)

THE ENTITIES listed in Schedule 1 (The original parties) as borrowers and hedging guarantors (the Borrowers);

(2)

CADELER A/S (the Parent) details of which are specified in Schedule 1 (The original parties);

(3)

DNB BANK ASA, BANCO SANTANDER, S.A., COÖPERATIEVE RABOBANK U.A., CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, CRÉDIT INDUSTRIEL ET COMMERCIAL SINGAPORE BRANCH, THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, SINGAPORE BRANCH, KFW IPEX-BANK GMBH, OVERSEA-CHINESE BANKING CORPORATION LIMITED, SOCIETE GENERALE, SPAREBANK 1 SR-BANK ASA, STANDARD CHARTERED BANK (SINGAPORE) LIMITED as mandated lead arrangers (whether acting individually or together the Arrangers);

(4)

DNB BANK ASA as bookrunner and co-ordinator (the Bookrunner);

(5)

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

(6)

THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The original parties) as hedging providers (the Original Hedging Providers);

(7)

DNB BANK ASA as agent of the other Finance Parties (other than the Security Agent) (the Agent);

(8)

DNB BANK ASA as Sinosure agent of the Lenders (the Sinosure Agent); and

(9)

DNB BANK ASA as security agent and trustee for the other Finance Parties (the Security Agent).

1

Definitions and interpretation

1.1

Definitions

(a)

a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of “A-” or higher by Standard & Poor's Rating Services or Fitch Ratings Ltd or “Baa1” or higher by Moody's Investor Services Limited or a comparable rating from another internationally recognised credit rating agency; or

(b)

any other bank or financial institution approved by the Majority Lenders and Sinosure,

(a)

in relation to Ship A, it means Advance A; and

(b)

in relation to Ship B, it means Advance B,

(a)

is a wholly-owned direct or indirect Subsidiary of the Parent; and

(b)

is incorporated, registered or formed under the laws of a jurisdiction in all respects acceptable to all the Lenders and Sinosure.

(a)

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

(b)

in relation to the United Kingdom, the UK Bail-In Legislation; and

(c)

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

(a)

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

(b)

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

(a)

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

(b)

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

(c)

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

(a)

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

(b)

the amount which that Lender would be able to obtain by placing an amount equal to the relevant 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 that Interest Period.

(a)

any Borrower ceases to be a wholly-owned direct Subsidiary of the Parent, unless (subject to the proviso at the end of this definition) that Borrower has become a wholly-owned direct Subsidiary of an Approved Shareholder; or

(b)

any Borrower that (subject to the proviso at the end of this definition) has become a wholly-owned direct Subsidiary of an Approved Shareholder ceases to be a wholly-owned direct Subsidiary of that Approved Shareholder unless (subject to the proviso at the end of this definition) that Borrower has become a wholly-owned direct Subsidiary of the Parent or another Approved Shareholder; or

(c)

any Approved Shareholder that (subject to the proviso at the end of this definition) owns shares in a Borrower ceases to be a wholly-owned direct or indirect Subsidiary of the Parent; or

(d)

the Parent ceases to have the right or ability to control the affairs, or the composition of the majority of the board of directors, of any Borrower and/or any Bareboat Charterer, and/or any Approved Shareholder that (subject to the proviso at the end of this definition) owns shares in a Borrower; or

(e)

any Bareboat Charterer ceases to be the Parent or a direct or indirect (and wholly-owned, unless it is a Bareboat Charterer under a JV Bareboat Charter) Subsidiary of the Parent; or

(f)

any person or group of persons acting in concert (other than Swire Pacific or the BW Group) hold legally and beneficially more than 25% of each of (i) the issued and outstanding share capital and/or (ii) the issued and outstanding voting share capital, of the Parent,

(i)

such Approved Shareholder has delivered to all Finance Parties and Sinosure any “know your customer” and other similar documents as required by any of them and the relevant Finance Parties and Sinosure are satisfied with the same and their relevant internal checks; and

(ii)

such Approved Shareholder becomes an Additional Guarantor pursuant to the terms of clause 36.5 (Additional Guarantors) and grants a Security Interest over the shares of the relevant Borrower on terms materially similar to the relevant Share Security and in agreed form (which shall constitute Finance Documents), together with any documents and evidence of the type referred to in Schedule 3 (Conditions precedent) in respect of such Security Interest and the Approved Shareholder; and

(iii)

the Parties have entered into such other amendments and documents (including any amendment to this Agreement) as the Agent (acting reasonably) may require in respect of the above matters (at the cost and expense of the Borrowers); and

(iv)

the entry by such Approved Shareholder into any of the above documents does not otherwise constitute a Default nor would otherwise cause or result in an Event of Default (and the Parent has confirmed the same in writing to the Agent).

(a)

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

(b)

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

(a)

any Group Member or any of its advisers; or

(b)

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any Group Member 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 52 (Confidential Information); or

(B)

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

(C)

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

(ii)

any Funding Rate or Reference Bank Quotation.

(a)

purchases by way of assignment or transfer;

(b)

enters into any sub-participation in respect of; or

(c)

enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

(a)

if the Agent receives a Declassification Request from the Borrowers;

(b)

the Borrowers cease to be in compliance with the Green Asset Criteria; or

(c)

failure by the Borrowers to comply with the requirements of clause 21.16 (Green Loan Compliance Certificate and Green Loan Report), unless the failure to comply is capable of remedy and it is remedied within 10 Business Days of the earlier of (i) the Agent giving notice to the Borrowers and (ii) the Borrowers becoming aware of the failure to comply.

(a)

be signed by a director of each Borrower;

(b)

state the proposed Declassification Date; and

(c)

set out in reasonable detail the green loan related information demonstrating why the Loan should no longer be a “green loan”.

(a)

which has failed to make its participation in an Advance available (or has notified the Agent or the Borrowers (which has notified the Agent) that it will not make its participation in an Advance available) by the Utilisation Date of that Advance in accordance with clause 5.4 (Lenders' participation);

(b)

which has otherwise rescinded or repudiated a Finance Document; or

(c)

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

(i)

its failure to pay is caused by:

(A)

administrative or technical error; or

(B)

a Disruption Event; and,

(ii)

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

(a)

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

(b)

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

(a)

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

(b)

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

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

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

(a)

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

(b)

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

(a)

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

(b)

any Fleet Vessel may be arrested or attached in connection with any such Environmental Claim.

(a)

the applicable Screen Rate as of 11:00 a.m. (Brussels time) on the relevant Quotation Day for a period equal in length to the Interest Period of that Advance or relevant part of it or Unpaid Sum; or

(b)

as otherwise determined pursuant to clause 12.1 (Unavailability of Screen Rate),

(a)

an independent professional services firm, environmental consultancy firm or ratings agency which is regularly engaged in the application and monitoring of ESG standards and ESG calculation methodologies; and

(b)

not an Affiliate of an Obligor.

(a)

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

(b)

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

(a)

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

(b)

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

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

(b)

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

(c)

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

(d)

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

(e)

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis and meet any requirement for de-recognition under GAAP);

(f)

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

(g)

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

(h)

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

(i)

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

(j)

any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing or otherwise classified as borrowings under GAAP; and

(k)

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

(a)

the proceeds of the Loan are used for the purpose of financing Green Assets;

(b)

not more than 5% of the aggregate combined annual turnover of the Borrowers attributable to the Green Assets (as shown in the then most recent audited annual financial statements of the Borrowers delivered pursuant to clause 21.3 (Financial statements)) is derived from non-offshore renewable energy activities; and

(c)

the aggregate market value of the Green Assets (as most recently determined by valuations obtained in accordance with clause 28 (Minimum Security Value)) is equal to or exceeds the outstanding amount of the Green Loan,

(a)

provided by or on behalf of a Group Member to a Finance Party; or

(b)

approved by any Group Member,

(a)

in relation to all Hedging Contracts with that Hedging Provider that have been closed out on or prior to the relevant date, that is due and owing by the Borrowers or any of them to that Hedging Provider in respect of such Hedging Contracts on the relevant date; and

(b)

in relation to all Hedging Contracts with that Hedging Provider that are continuing on the relevant date, that would be payable by the Borrowers or any of them to that Hedging Provider under (and calculated in accordance with) the early termination provisions of such Hedging Contracts as if an Early Termination Date (under and as defined in the relevant Hedging Master Agreement) had occurred on the relevant date in relation to all such continuing Hedging Contracts.

(a)

any Original Hedging Provider; and

(b)

any entity which has become a Party as a Hedging Provider in accordance with clause 35.13 (Accession of Hedging Providers)

(a)

it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b)

the Agent otherwise rescinds or repudiates a Finance Document;

(c)

(if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of Defaulting Lender; or

(d)

an Insolvency Event has occurred and is continuing with respect to the Agent;

(i)

its failure to pay is caused by:

(A)

administrative or technical error; or

(B)

a Disruption Event; and

(ii)

the Agent is disputing in good faith whether it is contractually obliged to make the payment in question

(a)

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

(b)

each Affiliate of those persons; and

(c)

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

(a)

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

(b)

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

(c)

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

(d)

institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy

(e)

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

(i)

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

(ii)

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

(f)

has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;

(g)

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

(h)

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

(i)

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

(j)

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

(k)

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

(a)

all policies and contracts of insurance; and

(b)

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

(a)

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the relevant Interest Period; and

(b)

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the relevant Interest Period,

(a)

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

(b)

the time barring of claims under the Limitation Act 1980 and the Foreign Limitation Periods Act 1984;

(c)

the possibility that an undertaking to assume liability for, or indemnify a person against, non-payment of UK stamp duty may be void and defences of set-off or counterclaim;

(d)

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

(e)

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

(a)

any of the Original Lenders; and

(b)

any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with any provisions of this Agreement,

(a)

(subject to paragraph (b) below) 1.60 per cent per annum; or

(b)

such other rate per annum as may be determined to be the Margin from time to time in accordance with the adjustment provisions of clause 10.2 (Green Loan Margin Adjustment).

(a)

the operations, property or condition (financial or otherwise) of the Obligors taken as a whole; or

(b)

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

(c)

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

(a)

to allow the Borrowers to pay when they fall due under the Finance Documents all amounts of principal in respect of the Advance relevant to such Ship, interest thereon, all amounts payable under all Hedging Contracts relating to such Advance, any other amounts relating to such Advance and to pay and/or prepay, or otherwise meet all their obligations when they fall due under, the Ancillary Outstandings (multiplied by the Relevant Proportion for such Ship); and

(b)

to allow the Owner of such Ship to pay when they fall due any and all costs and expenses (including operating costs and expenses) of the Ship which are for the account of that Owner under the terms of the Bareboat Charter, including any and all maintenance, management, drydocking, insurance, general and administrative costs, expenses, indemnities and any and all other costs, expenses and Taxes of the Owner in connection with its own and the Ship’s administration, operation, corporate existence, ownership of assets and taxation (as applicable); and

(c)

to allow for an additional amount of 10% of all the above sums under paragraphs (a) and (b) at any given time as contingency for additional payments which the Borrowers may have to make,

(a)

the Loan;

(b)

any amount then credited to any Debt Service Reserve Account;

(c)

the value of any additional security then held by the Security Agent or any other Finance Party provided pursuant to clause 28.13 (Security shortfall) in the form of cash deposit in euros (but always subject to clause 28.14 (Creation of additional security));

(d)

in relation to any Mortgaged Ship which has become a Total Loss but whose Disposal Repayment Date has not then occurred, such part of the Loan as will be required to be prepaid upon such Disposal Repayment Date under clause 8.8 (Sale or Total Loss).

(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 the calendar month in which that period is to end (if there is one) or on the immediately preceding Business Day (if there is not);

(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)

the Mortgages over each of the Ships;

(b)

the Deeds of Covenant in relation to each of the Ships in respect of which the Mortgage is in account current form and where it is customary to grant a deed of covenant;

(c)

the General Assignments in relation to each of the Ships, one by each Owner and each Bareboat Charterer of each Ship;

(d)

the Share Security in relation to each Borrower;

(e)

the Account Security in relation to each Account;

(f)

the Hedging Contract Security;

(g)

any Subordination Deed; and

(h)

any Manager’s Undertaking.

(a)

the dividend or other distribution constitutes no more than 50% of the Parent’s consolidated net profit for such prior Financial Year, as the same is shown in the then latest Annual Financial Statements (as defined in clause 21 (Information undertakings)) for the Measurement Period corresponding to such Financial Year; and

(b)

the financial covenants under clause 22 (Financial Covenants) forecasted and calculated on a pro forma basis for the 12 month period starting on the date of the certificate will be complied with.

(a)

unless a Default is continuing, any ship repairer's or outfitter's possessory lien in respect of the Ship for an amount not exceeding the Major Casualty Amount for such Ship;

(b)

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

(c)

any lien for master’s disbursements incurred in the ordinary course of trading;

(d)

any lien on the Ship for salvage; and

(e)

any liens arising on the Ship by operation of law in the ordinary course of trading provided they secure obligations not more than 30 days overdue.

(a)

granted by the Finance Documents; or

(b)

a Permitted Maritime Lien; or

(c)

approved by the Majority Lenders.

(a)

(other than where paragraph (b) below applies) as the rate at which the relevant Reference Bank believes one prime bank is quoting to another prime bank for interbank term deposits in euro within the Participating Member States for the relevant period; or

(b)

if different, as the rate (if any and applied to the relevant Reference Bank and the relevant period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator.

(a)

its Original Jurisdiction;

(b)

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

(c)

any jurisdiction where it conducts its business; and

(d)

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

(a)

the First Repayment Date for such Advance;

(b)

each of the dates falling at intervals of three Months thereafter up to but not including the Final Repayment Date for such Advance; and

(c)

the Final Repayment Date for such Advance.

(a)

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

(b)

located in or incorporated under the laws of any Sanctioned Country;

(c)

directly or indirectly owned or controlled by, or acting on behalf, at the direction, or for the benefit, of a person referred to in paragraphs (a) and/or (to the extent relevant under Sanctions) (b) above; or

(d)

otherwise, or will become with the expiry of any period of time, subject to Sanctions.

(a)

the lists of Sanctions designations and/or targets maintained by any Sanctions Authority;

(b)

any other Sanctions designation or target listed and/or adopted by a Sanctions Authority, in all cases, as amended, supplemented or replaced from time to time; and/or

(c)

any similar list maintained by, or any public announcement of Sanctions designation made by, any Sanctions Authority.

(a)

the Original Security Documents;

(b)

any other document (other than each Sinosure Insurance Policy) as may be executed to guarantee and/or secure any amounts owing to the Finance Parties under this Agreement or any other Finance Document.

(a)

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

(b)

all obligations expressed to be undertaken by any Obligor to pay amounts in respect of the Secured Obligations to the Security Agent as trustee for the Finance Parties and secured by the Transaction Security together with all representations and warranties expressed to be given by an Obligor in favour of the Security Agent as trustee for the Finance Parties; and

(c)

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 Finance Parties.

(a)

the aggregate of the values (or, if less in relation to an individual Ship, the maximum amount capable of being secured by the Mortgage of the relevant Ship) of all of the Mortgaged Ships which have not then become a Total Loss; and

(b)

the value of any additional security then held by the Security Agent or any other Finance Party provided under clause 28 (Minimum security value),

(a)

such Financial Indebtedness is in all respects subject and subordinate to all amounts owing to the Finance Parties under the Finance Documents; and

(b)

if and for as long as an Event of Default is continuing, the lender of such Financial Indebtedness will not be entitled to demand payment or make any claim in respect of the same, whether for principal, interest or any other amounts in connection with the same;

(c)

such Financial Indebtedness, all contracts and agreements in which it is documented and all rights of the lenders of such Financial Indebtedness arising from such contracts or agreements or in connection with such Financial Indebtedness are assigned and/or pledged in favour of the Security Agent; and

(d)

the lender of such Financial Indebtedness owing by a Borrower will procure and agree to the full release, discharge and forgiveness of such Financial Indebtedness if any Finance Party has exercised any remedies or rights (or attempted to do so) under any Share Security over the shares in that Borrower.

(a)

directly or indirectly controlled by such person; or

(b)

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

(a)

actual, constructive, compromised, agreed or arranged total loss; or

(b)

requisition for title, confiscation or other compulsory acquisition by a government entity; or

(c)

hijacking, piracy, theft, condemnation, capture, seizure, arrest or detention for more than 90 days.

(a)

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

(b)

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

(i)

the date notice of abandonment of the vessel is given to its insurers; or

(ii)

if the insurers do not admit such a claim, the date later determined by a competent court of law to have been the date on which the total loss happened; or

(iii)

the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the vessel's insurers;

(c)

in the case of a requisition for title, confiscation or compulsory acquisition, the date it happened; and

(d)

in the case of hijacking, piracy, theft, condemnation, capture, seizure, arrest or detention, the date 90 days after the date upon which it happened.

(a)

the date 180 days after its Total Loss Date; and

(b)

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

(a)

each Building Contract Document for a Ship;

(b)

each Bareboat Charter for a Ship;

(c)

each Charter Document for a Ship; and

(d)

each of the Finance Documents.

(a)

the proposed Transfer Date specified in the Transfer Certificate; and

(b)

the date on which the Agent executes the Transfer Certificate.

(a)

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

(b)

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

(c)

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

(a)

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

(b)

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

(c)

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

(i)

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

(ii)

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

1.2

Construction

(a)

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

(i)

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

(ii)

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

(iii)

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

(iv)

a time of day are to Central European time (CET);

(v)

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

(vi)

shall be construed so as to mean the knowledge, awareness and beliefs of the director and officers of such Obligor, having made due and careful enquiry;

(vii)

two or more persons are acting in concert if pursuant to an agreement or understanding (whether formal or informal) they actively co-operate, through the acquisition (directly or indirectly) of shares, partnership interest or units or limited liability company interest in an entity by any of them, either directly or indirectly, to obtain or consolidate control of that entity;

(viii)

a document in agreed form means:

(A)

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

(B)

prior to the execution of a Finance Document, the form of such Finance Document separately agreed in writing between the Agent and the Borrowers as the form in which that Finance Document is to be executed or another form approved at the request of the Borrowers or, if not so agreed or approved, is in the form specified by the Agent;

(ix)

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

(x)

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

(xi)

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

(xii)

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

(xiii)

control of an entity means:

(A)

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

(1)

cast, or control the casting of, more than 50 per cent of the maximum number of votes that might be cast at a general meeting of that entity; or

(2)

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

(3)

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

(B)

the holding beneficially of more than 50 per cent of the issued share capital of that entity (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital) (and, for this purpose, any Security Interest over share capital shall be disregarded in determining the beneficial ownership of such share capital),

(xiv)

a Lender's cost of funds in relation to its participation in an Advance 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 that Advance for a period equal in length to the relevant Interest Period;

(xv)

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

(xvi)

the equivalent of an amount specified in a particular currency (the specified currency amount) shall be construed as a reference to the amount of the other relevant currency which can be purchased with the specified currency amount in the London foreign exchange market at or about 11.00 a.m. on the date the calculation falls to be made for spot delivery, as conclusively determined by the Agent (with the relevant exchange rate of any such purchase being the Agent's spot rate of exchange);

(xvii)

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

(xviii)

a group of Lenders or a group of Finance Parties includes all the Lenders or (as the case may be) all the Finance Parties;

(xix)

a guarantee means (other than in clause 19 (Guarantee and indemnity) and in clause 32.6 (Guarantee and indemnity – Hedging Guarantors)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(xx)

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;

(xxi)

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

(xxii)

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

(xxiii)

pay, prepay or repay in clause 31 (Business restrictions) includes by way of set-off, combination of accounts or otherwise;

(xxiv)

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

(xxv)

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 and, in relation to any Lender, includes (without limitation) any Basel Regulation which is applicable to that Lender;

(xxvi)

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

(xxvii)

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

(xxviii)

(i) the liquidation, winding up, dissolution, or administration of person or (ii) a receiver or administrative receiver or administrator in the context of insolvency proceedings or security enforcement actions in respect of a person shall be

(xxix)

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

(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)

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

(d)

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

(e)

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.

(f)

The Borrower providing cash cover for an Ancillary Facility means the Borrowers or any of them paying an amount in the currency of the Ancillary Facility to an account and the following conditions being met:

(i)

either:

(A)

the account is in the name of the Borrowers or any of them and is with the Ancillary Lender for which that cash cover is to be provided and, until no amount is or may be outstanding under that Ancillary Facility, withdrawals from the account may only be made to pay the relevant Finance Party amounts due and payable to it under this Agreement in respect of that Ancillary Facility; or

(B)

the account is in the name of the Ancillary Lender for which that cash cover is to be provided; and

(ii)

the Borrowers have executed documentation in form and substance satisfactory to the Finance Party for which that cash cover is to be provided, creating a first ranking security interest or other collateral arrangement, in respect of the amount of that cash cover.

(g)

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

(h)

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

(i)

The Borrowers repaying or prepaying Ancillary Outstandings means:

(i)

the Borrowers or any of them providing cash cover in respect of the Ancillary Outstandings;

(ii)

the maximum amount payable under the Ancillary Facility being reduced or cancelled in accordance with its terms; or

(iii)

the Ancillary Lender being satisfied that it has no further liability under that Ancillary Facility,

(j)

An amount borrowed includes any amount utilised under an Ancillary Facility.

1.3

Currency symbols and definitions

(a)

€, EUR and euro denote the lawful currency of the Participating Member States.

(b)

dollar, $ and USD mean the lawful currency of the United States of America;

1.4

Third party rights

(a)

Except for a provision expressed to be in favour of Sinosure, rights expressed to be for the benefit of or exercisable by Sinosure under a Finance Document or, unless expressly provided to the contrary in a Finance Document, a provision expressed to be for the benefit of a Finance Party or another Indemnified Person, a person who is not a party to a Finance Document has no right under the Contracts (Rights of Third Parties) Act 1999 (the Third Parties Act) to enforce or to enjoy the benefit of any term of the relevant Finance Document.

(b)

Any Finance Document may be rescinded or varied by the parties to it without the consent of any person who is not a party to it (unless otherwise provided by this Agreement, including in respect of Sinosure and without prejudice to the provisions of any Sinosure Insurance Policy).

(c)

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

(d)

Each party agrees that (i) Sinosure shall not have any obligations or liabilities under this Agreement unless and until it becomes a Lender in accordance with the terms of this Agreement and (ii) this Agreement may not be amended to limit, modify or eliminate any rights of Sinosure without its prior written consent.

1.5

Finance Documents

1.6

Conflict of documents

(a)

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

(b)

In case of any conflict between any provision of a Finance Document and a Sinosure Insurance Policy, the provisions of the Sinosure Insurance Policy shall, as between the Finance Parties and Sinosure, prevail, and to the extent of such conflict or inconsistency, none of the Finance Parties shall assert to Sinosure the terms of the relevant Finance Documents.

1.7

Independence of the Finance Documents

(a)

are independent and separate from each Building Contract and any other document or agreement (other than any Finance Document);

(b)

are not subject to, or dependent upon, the execution or performance by any Builder or any other person of its obligations under any Building Contract or any other document, contract or arrangement related to it; and

(c)

will not be affected or discharged by:

(i)

any matter affecting any Builder or any other person or any Building Contract or any other document, contract or arrangement related to them;

(ii)

non-performance, breach, frustration or invalidity of, or the destruction, non-completion or non-functioning of any of the goods and services to be supplied, or rendered, under, any Building Contract or any other document, contract or arrangement related to it;

(iii)

any dispute under any Building Contract or any other document, contract or arrangement related to it, or any claim which any Borrower, any Builder or any other person may have against, or consider that it has against or any other person under or in relation to any Building Contract or any other document, contract or arrangement related to it;

(iv)

any administration, bankruptcy, insolvency, liquidation or similar proceedings commenced against the Builder or any other person party to any Export Contract, or being applicable to any transactions contemplated thereunder, or any Exporter or any other person party to any Building Contract or any transactions contemplated thereunder being insolvent; or

(v)

any unenforceability, illegality or invalidity of any obligation of any Builder or any other person under any Building Contract or any other document, contract or arrangement related thereto.

1.8

Instructions of Sinosure

(a)

The Parties acknowledge and agree that, in accordance with the terms of any Sinosure Insurance Policy, Sinosure may, at any time, instruct a Lender (whether directly or by notice to the Sinosure Agent) to suspend or to cease to perform any or all of its obligations under this Agreement or any other Finance Document.  That Lender will be required to comply with any such instruction.  Each Party agrees that it will not hold any Lender responsible for complying with any such instruction.

(b)

Each Obligor acknowledges and agrees that:

(i)

a Lender may be required to exercise, or to refrain from exercising, its rights, powers, authorities and discretions under, and performing its obligations under, or in connection with, the Finance Documents, in accordance with any instructions given to it by Sinosure (through the Sinosure Agent or otherwise) in accordance with the provisions of the relevant Sinosure Insurance Policy; and

(ii)

a Lender will not be acting or making any determination unreasonably if such action or such determination is made in accordance with the relevant Sinosure Insurance Policy or any instructions given to it by Sinosure (through the Sinosure Agent or otherwise) in accordance with the provisions of the relevant Sinosure Insurance Policy.

1.9

Sanctions – Restricted Lender

(a)

In relation to:

(i)

KfW IPEX-Bank GmbH; and

(ii)

each other Lender that notifies the Agent to this effect,

(A)

Council Regulation (EC) 2271/1996; or

(B)

section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung) (in connection with section 4 paragraph 1 no.3 of the German Foreign Trade Act (Außenwirtschaftsgesetz)); or

(C)

any similar applicable anti-boycott law or regulation imposed by the European Union or any of its member states,

(b)

A Restricted Lender must notify the Agent (each such notice, an Exclusion Notice) if the Commitments, Ancillary Commitments and/or consent and/or approval, as applicable, of that Restricted Lender shall be excluded in connection with any actual or potential amendment, waiver, determination or direction relating to any part of a Sanction Provision of which such Restricted Lender does not have the benefit pursuant to paragraph (a) above for the purpose of determining whether the consent and/or approval of the Majority Lenders (or, as the case may be, all the Lenders or a specific group of Lenders or such other relevant Lender) has been obtained or whether the determination or direction by the Majority Lenders (or, as the case may be, all the Lenders or a specific group of Lenders or such other relevant Lender) has been made. Absent an Exclusion Notice by a Restricted Lender the Agent is not permitted to exclude that Restricted Lender for the purpose of determining whether the consent and/or approval of the Majority Lenders (or, as the case may be, all the Lenders or a specific group of Lenders or such other relevant Lender) has been obtained or whether the determination or direction by the Majority Lenders (or, as the case may be, all the Lenders or such other relevant Lender) has been made.

2

The Facility

2.1

The Facility

2.2

Finance Parties' rights and obligations

(a)

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

(b)

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor 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 Advance (or any relevant part of it) or any other amount owed by an Obligor which relates to a Finance Party's participation in the Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

(c)

A Finance Party may, except as specifically provided in the Finance Documents (including clause 43 (Finance Parties acting together)), separately enforce its rights under or in connection with the Finance Documents.

2.3

Borrowers' rights and obligations

(a)

The obligations of each Borrower under this Agreement are joint and several. Failure by a Borrower to perform its obligations under this Agreement shall constitute a failure by all of the Borrowers.

(b)

Each Borrower irrevocably and unconditionally jointly and severally with each other Borrower:

(i)

agrees that it is responsible for the performance of the obligations of each other Borrower under this Agreement;

(ii)

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

(iii)

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

(c)

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

(d)

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

(e)

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

(i)

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

(ii)

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

(iii)

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

(iv)

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

(v)

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

(vi)

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

(vii)

any insolvency or similar proceedings.

(f)

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

(g)

After cancellation of the Total Commitments in accordance with clauses 8.1 (Illegality) and 8.9 (Automatic cancellation) or the giving of notice under paragraph (a) of clause 33.21 (Acceleration), then, until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably and unconditionally paid or discharged in full, each Finance Party (or any trustee or agent on its behalf) may:

(i)

refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Borrower will be entitled to the benefit of the same; and

(ii)

hold in an interest-bearing suspense account any money received from any Borrower or on account of any Borrower's liability under any Finance Document.

(h)

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent

(i)

to be indemnified by another Obligor; and/or

(ii)

to claim any contribution from any other Obligor or any guarantor of any Obligor's obligations under the Finance Documents; and/or

(iii)

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

(iv)

to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which that Borrower is liable under this Agreement or any of the other Finance Documents; and/or

(v)

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

(vi)

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

(i)

If a Borrower receives any benefit, payment or distribution in relation to such rights it will promptly pay an equal amount to the Agent for application in accordance with clause 45 (Payment mechanics). This only applies until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full.

2.4

Obligors’ Agent

(a)

Each Obligor (other than the Parent) by its execution of this Agreement or an Accession Deed irrevocably appoints the Parent (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

(i)

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

(ii)

each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Parent,

(b)

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' Agent or given to the Obligors' Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' Agent and any other Obligor, those of the Obligors' Agent shall prevail.

3

Purpose

3.1

Purpose

3.2

Use on Delivery

3.3

Monitoring

4

Conditions of Utilisation

4.1

Initial conditions precedent

4.2

Conditions precedent on Delivery

4.3

Further conditions precedent

(a)

on the date of each Utilisation Request and on the proposed Utilisation Date, no Default is continuing or would result from the proposed Utilisation;

(b)

on the date of each Utilisation Request and on the proposed Utilisation Date, no Sinosure Mandatory Prepayment Event has occurred or would result from the proposed Utilisation;

(c)

in relation to each Utilisation, on the date of the Utilisation Request and on the proposed Utilisation Date, all of the representations set out in clause 20 (Representations) (except the Ship Representations and the representations set out in clauses 20.14 (No filing or stamp taxes) to 20.17 (Other Tax matters) and clause 20.28 (No adverse consequences)) are true in all material respects;

(d)

no events, facts, conditions or circumstances shall exist or have arisen or occurred (and neither the Agent nor any Lender shall have become aware of other events, facts, conditions or circumstances not previously known to it), which the Agent (acting on the instructions of the Majority Lenders) shall determine, have had or could reasonably be expected to have, a Material Adverse Effect;

(e)

where the proposed Utilisation Date is to be the first day of the Mortgage Period for a Ship, the Ship Representations for such Ship are true on the proposed Utilisation Date; and

(f)

neither the Agent nor the Sinosure Agent have received any notice from Sinosure requesting the Lenders or any other Finance Party to suspend the Utilisation of the Facility, and the Sinosure Agent is satisfied that the relevant Sinosure Insurance Policy:

(i)

is in full force and effect; and

(ii)

provides cover, in accordance with its terms, in respect of the proposed Advance and related interest, for the percentage of political and commercial risks expected by the Lenders.

4.4

Waiver of conditions precedent

4.5

Notification regarding Advances

(a)

promptly and in any event not less than 5 Business Days before a proposed Utilisation Date:

(i)

notice of receipt of a Utilisation Request;

(ii)

details of each Lender’s participation in the relevant Advance; and

(iii)

the proposed Utilisation Date.

(b)

a written notice substantially in the form set out in Schedule 5 (Form of Disbursement and Repayment Report to Sinosure) within 10 Business Days:

(i)

after each Utilisation Date; and

(ii)

after each Interest Period for the relevant Advance and each Repayment Date;

(c)

as soon as reasonably practicable after being notified of the same and instructed by the Majority Lenders (through the Agent), written notice of any circumstances that will lead to a claim under, or enforcement of, a Sinosure Insurance Policy and any event that may prejudice the rights of a Lender under this Agreement or the relevant Sinosure Insurance Policy;

(d)

as soon as reasonably practicable after being notified of the same and instructed by the Majority Lenders (through the Agent), written notice of the occurrence of any Default; and

(e)

no later than 30 days from (and including) the Utilisation Date in respect of each Advance, a copy of the Schedule of Repayment Amounts for such Advance provided pursuant to clause 7.2(d) (Scheduled repayment of Facility).

5

Utilisation

5.1

Delivery of a Utilisation Request

5.2

Completion of a Utilisation Request

(a)

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

(i)

the proposed Utilisation Date in respect of an Advance is a Business Day falling not later than the Last Availability Date for that Advance;

(ii)

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

(iii)

the proposed Interest Period complies with clause 11 (Interest Periods); and

(iv)

it identifies the purpose for the Utilisation and that purpose complies with clause 3 (Purpose) and it identifies the relevant Ship Commitment and the Advance to which it relates.

(b)

Only one Advance may be requested in each Utilisation Request.

(c)

The Ship Commitment for a Ship may only be borrowed in one Advance and in a single amount.

5.3

Currency and amount

(a)

The currency specified in a Utilisation Request must be euro but the Borrowers (or the Parent on their behalf) may request that, forthwith upon the relevant Utilisation and before disbursement by the Agent at a currency exchange rate and in such manner as is agreed between the Agent and the Borrowers and at the cost and expense of the Borrowers, an Advance or part thereof be converted from euro to USD by the Agent.

(b)

The total amount available and advanced under the Facility shall not exceed the Total Commitments.

(c)

A proposed Advance specified in a Utilisation Request in relation to a Ship and the Advance in relation to that Ship shall not exceed the lower of:

(i)

the Ship Commitment for that Ship;

(ii)

the amount in euro which is equal to 65% of the Contract Price for that Ship (in euro where so denominated and for such part of the Contract Price denominated in other currencies, the equivalent in euro of such part denominated in such other currencies, which conversion shall take place in accordance with the relevant Sinosure Insurance Policy); and

(iii)

the amount in euro which is 65% of the market value of that Ship in euro as shown by the valuation made pursuant to Part 2 of Schedule 3 (Conditions precedent),

(d)

An Advance shall be used for the purpose specified in clause 3 (Purpose) and solely in relation to the Ship to which that Advance relates, namely:

(i)

Advance A shall be made available under the Ship Commitment for Ship A and shall be used solely in relation to Ship A; and

(ii)

Advance B shall be made available under the Ship Commitment for Ship B and shall be used solely in relation to Ship B.

5.4

Lenders' participation

(a)

If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Advance available by 11:00 am (CET time) on the relevant Utilisation Date through its Facility Office.

(b)

The amount of each Lender's participation in an Advance will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the relevant Advance.

(c)

The Agent shall promptly notify each Lender of the amount of each Advance and the amount of its participation in the relevant Advance, in each case by 11:00 a.m. (CET time) on the date falling two Business Days before the relevant Quotation Day.

(d)

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

5.5

Pre-placement of Advances

(a)

Notwithstanding that the Borrowers may have not yet satisfied all of the conditions precedent set out in Schedule 3 (Conditions precedent), in order to facilitate compliance by any Owner with a Building Contract for a Ship, and provided that:

(i)

the Borrowers (or the Parent on their behalf) have submitted a Utilisation Request in respect of an Advance for that Ship in accordance with this clause 5;

(ii)

the Borrowers have satisfied the conditions precedent set out in Part 1 of Schedule 3 and (in relation to that Advance) in paragraphs 1, 2(d), 8, 9(a) to (c), 10, 12, 13, 14, 15, 16 and 17 of Part 2 of Schedule 3 (Conditions precedent on each Delivery); and

(iii)

in the reasonable opinion of the Agent the Borrowers are reasonably likely to satisfy all remaining and outstanding conditions precedent set out in Part 2 of Schedule 3 (Conditions precedent) in relation to the Ship to which such Advance relates within five Business Days from the Utilisation Date for such Advance and in any event on or before the Release for such Advance (as defined below in clause 5.5(b)),

(b)

An Advance utilised pursuant to this clause 5.5 (or such part of such Advance as shall be required to ensure that all payments due under the relevant Building Contract on Delivery of such Ship are made) (a Pre-placed Advance) shall (subject to the other provisions of this

(c)

Any such Irrevocable Instructions in relation to a Pre-placed Advance shall in any event provide (inter alia) that the relevant Pre-placed Advance shall be returned to the Agent (in euro, at the Borrowers’ cost and expense) within seven Business Days if not released to the Builder or its order. The Finance Parties and the Obligors hereby agree that the relevant Pre-placed Advance shall not be released to the Builder or to its order, and the Agent (and the authorised representatives of the Agent specified in the Irrevocable Instructions) shall not release or agree to release (whether by countersigning the “Protocol of Delivery and Acceptance” in respect of the relevant Ship or otherwise) the relevant Pre-placed Advance to the relevant Builder or its order, unless and until:

(i)

the “Protocol of Delivery and Acceptance” in respect of that Ship has been signed, dated and timed by the relevant Builder and the relevant Owner; and

(ii)

the Agent is satisfied that all the conditions precedent set out in Part 1 of Schedule 3 (Initial conditions precedent) and Part 2 of Schedule 3 (Conditions precedent on each Delivery) in relation to such Ship and such Advance and in clause 4.3 (Further conditions precedent), have been (or will be concurrently with such release) satisfied in full or otherwise waived in accordance with the provisions of this Agreement.

(d)

Each Borrower hereby irrevocably and unconditionally undertakes that it shall not give any instructions to a relevant Builder’s Bank in respect of a Pre-placed Advance that are inconsistent with any Irrevocable Instructions in respect of that Pre-placed Advance.

(e)

The Borrowers shall immediately prepay a Pre-placed Advance in euro, together with interest thereon (calculated in accordance with clause 10.1 (Calculation of interest)), on the date on which the relevant Builder’s Bank is required to return the moneys funded by that Pre-placed Advance to the Agent in accordance with the relevant Irrevocable Instructions (and regardless of whether the relevant Builder’s Bank has then carried out such instructions), provided that any moneys (including interest, if any) actually returned to the Agent from the relevant Builder’s Bank shall, following (if required) conversion by the Agent of any part of it previously converted into USD pursuant to clause 5.3(a) (Currency and amount) from USD to euro at the Agent’s spot rate of exchange and otherwise at the Borrowers’ cost and expense, be applied by the Agent in satisfaction of such prepayment obligation of the Borrowers and in payment of any amounts payable by the Borrowers under clause 9 (Restrictions) as a result of such prepayment.

(f)

In case of application of this clause 5.5 in respect of any Pre-placed Advance, each Pre-placed Advance shall accrue interest in accordance with the terms of clause 10.1 (Calculation of interest) from the Utilisation Date for that Advance.

(g)

Any amount prepaid under clause 5.5(e) in respect of an Advance shall be, subject to the other terms of this Agreement, available to be redrawn by the Borrowers where Delivery of the relevant Ship has been delayed, in again assisting the relevant Owner to satisfy its obligations under the relevant Building Contract, provided that no more than one prepayment under clause 5.5(e) in respect of that Advance shall have occurred previously.

6

Ancillary Facilities

6.1

Type of Facility

(a)

An Ancillary Facility may be by way of a guarantee, bonding, documentary or stand-by letter of credit facility, in connection with the business of the Group and which is agreed by the Parent with an Ancillary Lender.

(b)

The Lenders shall have the right of first refusal to enter into any a guarantee, bonding, documentary or stand-by letter of credit facility (through Ancillary Facilities) for which any Group Member is considering to enter into such facility for the purpose of procuring the issuance of guarantees, bonds, letters of credit in relation to the trading of the Ships and/or otherwise in connection with this Facility.

6.2

Availability

(a)

An Ancillary Facility shall not be made available unless, not later than five Business Days prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Borrowers (or the Parent on their behalf):

(i)

a notice in writing of the establishment of an Ancillary Facility and specifying:

(A)

that the Borrowers will be the obligors (on a joint and several basis) that may use the Ancillary Facility on a joint and several basis;

(B)

the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;

(C)

the proposed Ancillary Lender (being a Lender);

(D)

the proposed Ancillary Commitment and the maximum amount of the Ancillary Facility; and

(E)

the proposed currency of the Ancillary Facility (if not denominated in euro); and

(ii)

any other information which the Agent may reasonably request in connection with the Ancillary Facility.

(b)

The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility.

(c)

Subject to compliance with paragraph (a) above:

(i)

the Lender concerned will be the Ancillary Lender in respect of the relevant Ancillary Facility; and

(ii)

the Ancillary Facility will be available,

6.3

Terms of Ancillary Facilities

(a)

Except as provided below, the terms of any Ancillary Facility will be those agreed by the Ancillary Lender and the Borrowers.

(b)

Those terms:

(i)

must be based upon normal commercial terms at that time (except as varied by this Agreement);

(ii)

may allow only the Borrowers to use the Ancillary Facility on a joint and several basis;

(iii)

may not allow the Ancillary Outstandings for that Ancillary Facility to exceed the Ancillary Commitment for that Ancillary Facility;

(iv)

must require that the Ancillary Commitment for that Ancillary Facility is reduced to zero, and that all Ancillary Outstandings for the same are repaid not later than the latest Final Repayment Date applicable to the Facility (or such earlier date as the Commitment of the relevant Ancillary Lender (or its Affiliate) is reduced to zero).

(c)

If there is any inconsistency between any term of an Ancillary Facility and any term of this Agreement, this Agreement shall prevail except for:

(i)

clause 48.3 (Day count convention) which shall not prevail for the purposes of calculating fees, interest or commission relating to an Ancillary Facility;

(ii)

an Ancillary Facility comprising more than one account where the terms of the Ancillary Documents shall prevail; and

(iii)

where the relevant term of this Agreement would be contrary to, or inconsistent with, the law governing the relevant Ancillary Document, in which case that term of this Agreement shall not prevail.

(d)

Interest, commission and fees on Ancillary Facilities are dealt with in clause 13.5 (Interest, commission and fees on Ancillary Facilities).

6.4

Repayment of Ancillary Facility

(a)

An Ancillary Facility shall cease to be available on the latest Final Repayment Date applicable to the Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement.

(b)

If an Ancillary Facility expires in accordance with its terms, the Ancillary Commitment of the Ancillary Lender shall be reduced to zero and all Ancillary Outstandings shall be repaid in full.

(c)

No Ancillary Lender may demand repayment or prepayment of the Ancillary Outstandings of the relevant Ancillary Facility prior to the expiry date of the relevant Ancillary Facility unless:

(i)

the Total Commitments have been cancelled in full or all outstanding Advances under the Facility have become due and payable in accordance with the terms of this Agreement; or

(ii)

it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility.

6.5

Limitation on Ancillary Outstandings

6.6

Information

6.7

Amendments and Waivers – Ancillary Facilities

7

Repayment

7.1

Repayment

(a)

The Borrowers shall on each Repayment Date for an Advance repay such part of such Advance as is required to be repaid on that Repayment Date by clause 7.2 (Scheduled repayment of Facility).

(b)

Subject to clause 5.5(g) (Pre-placement of Advances), the Borrowers may not reborrow any part of the Facility which has been repaid.

7.2

Scheduled repayment of Facility

(a)

To the extent not previously reduced, each Advance shall be repaid by instalments on each Repayment Date in respect of the relevant Advance by the amount specified in Schedule 7 (Original Schedule of Repayment Amounts) (as revised by clause 7.3 (Adjustment of scheduled repayments)).

(b)

On the Final Repayment Date for an Advance (without prejudice to any other provision of this Agreement) that Ship Commitment shall be reduced to zero and that Advance shall be repaid in full.

(c)

If, on its Utilisation Date, an Advance is less than the respective Ship Commitment, the Agent shall prepare a Replacement Schedule of Repayment Amounts as soon as possible, however no later than ten (10) Business Days following that Utilisation Date reflecting the actual amount of the relevant Advance and such Replacement Schedule of Repayment Amounts shall (in the absence of manifest error) replace the Original Schedule of Repayment Amounts and shall be the Schedule of Repayment Amounts for that Advance for all purposes of this Agreement. The Agent shall notify all other Parties of such recalculation and provide to them a copy of the Replacement Schedule of Repayment Amounts.

(d)

The Borrowers shall sign one copy of the relevant Schedule of Repayment Amounts referred to in paragraph (a) or, as the case may be, (c), above and deliver it to the Agent on or prior to the date falling 15 Business Days following the Utilisation Date of such Advance. The Agent will sign such Schedule of Repayment Amounts on behalf of the relevant Lenders.

7.3

Adjustment of scheduled repayments

7.4

Consolidation of Repayment Dates

8

Illegality, prepayment and cancellation

8.1

Illegality

(a)

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

(b)

upon the Agent notifying the Borrowers, the Available Commitment of that Lender will be immediately cancelled and the Total Commitments shall be reduced correspondingly and the remaining undrawn Ship Commitments shall each be reduced rateably; and

(c)

to the extent that the Lender's participation has not been assigned pursuant to clause 8.7 (Replacement of Lender), the Borrowers shall repay that Lender's participation in the Advances on the last day of the Interest Period for each of the Advances occurring after the Agent has notified the Borrowers or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender's corresponding Commitment shall be immediately cancelled in the amount of the participation repaid.

8.2

Change of control

(a)

The Borrowers (or the Parent on their behalf) shall promptly notify the Agent upon any Obligor becoming aware of a Change of Control occurring.

(b)

If a Change of Control occurs:

(i)

a Lender shall not be obliged to fund an Advance; and

(ii)

if a Lender so requires and notifies the Agent within 14 days of the Borrowers notifying the Agent of the Change of Control, the Agent shall, by not less than 60 days' notice to the Borrowers, cancel the Available Commitment of that Lender and declare the participation of that Lender in the Loan, together with accrued interest on it, and all other amounts accrued or outstanding in favour of or to such Lender under the Finance Documents, immediately due and payable on such date, whereupon with effect from such date such Available Commitment will be immediately cancelled, the Total Commitments shall be reduced correspondingly and the Commitment of that Lender shall immediately cease to be available for further utilisation and the participation of that Lender in the Loan, and all such accrued or outstanding interest and other amounts shall become immediately due and payable to such Lender on such date.

8.3

Voluntary cancellation

(a)

The Borrowers may, if they give the Agent not less than five Business Days' (or such shorter period as the Majority Lenders may agree) prior written notice, cancel the whole or any part (being a minimum amount of €1,000,000 and a multiple of €100,000) of any part of any Advance which is undrawn at the proposed date of cancellation, such cancellation being applied, at the Borrowers’ option, to reduce one or more Ship Commitments.

(b)

Any cancellation under this clause 8.3 shall reduce the Total Commitments by the same amount and the Commitments of the Lenders rateably.

8.4

Voluntary prepayment

8.5

Right of cancellation and prepayment in relation to a single Lender

(a)

If:

(i)

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

(ii)

any Lender claims indemnification from the Borrowers under clause 14.3 (Tax indemnity) or clause 15.1 (Increased costs),

(b)

On receipt of a notice referred to in paragraph (a) above, the Available Commitment of that Lender shall immediately be reduced to zero and the Total Commitments shall be reduced correspondingly and the remaining undrawn Ship Commitments shall each be reduced rateably. The Agent shall as soon as practicable after receipt of a notice referred to in clause 8.5(a) above, notify all the Lenders.

(c)

On the last day of each Interest Period which ends after the Borrowers have given notice under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrowers in that notice), the Borrowers shall repay that Lender's participation in the Loan together with all interest and other amounts accrued under the Finance Documents which is then owing to it and that Lender’s corresponding Commitment shall be immediately cancelled in the amount of the participations repaid.

8.6

Right of cancellation in relation to a Defaulting Lender

(a)

If any Lender becomes a Defaulting Lender, the Borrowers may, at any time whilst the Lender continues to be a Defaulting Lender give the Agent 10 Business Days' notice of cancellation of the Available Commitment of that Lender.

(b)

On such notice becoming effective, the Available Commitment of the Defaulting Lender shall immediately be reduced to zero and the remaining undrawn Ship Commitments shall each be reduced rateably and the Agent shall as soon as practicable after receipt of such notice, notify all the Lenders.

8.7

Replacement of Lender

(a)

If:

(i)

any Lender becomes a Non-Consenting Lender (as defined in paragraph (d) below); or

(ii)

the Borrowers become obliged to repay any amount in accordance with clause 8.1 (Illegality) to any Lender; or

(iii)

any of the circumstances set out in paragraph (a) of clause 8.5 (Right of cancellation and prepayment in relation to a single Lender) apply to a Lender,

(A)

the outstanding principal amount of such Lender's participation in each Advance;

(B)

all accrued interest owing to such Lender;

(C)

the Break Costs which would have been payable to such Lender pursuant to clause 12.6 (Break Costs) had the Borrowers prepaid in full that Lender's participation in each Advance on the date of the assignment; and

(D)

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

(b)

The replacement of a Lender pursuant to this clause 8.7 shall be subject to the following conditions:

(i)

the Borrowers shall have no right to replace the Agent or the Security Agent;

(ii)

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

(iii)

in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 Business Days after the date on which that Lender is deemed a Non-Consenting Lender;

(iv)

in no event shall the Lender replaced under this clause 8.7 be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents;

(v)

the new Lender shall be approved by Sinosure and be substituted in each Sinosure Insurance Policy by way of endorsement to each Sinosure Insurance Policy;

(vi)

the Lender shall only be obliged to assign its rights pursuant to paragraph (a) above once each of such Lender and the Agent are satisfied that each has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that assignment; and

(vii)

the Borrowers shall procure that if the Lender replaced is also a Hedging Provider, no such replacement will take place unless the replaced Lender uses reasonable endeavours to procure that the Replacement Lender at the same time enters into an agreement with that Hedging Provider (who is also the replaced Lender) pursuant to which that Hedging Provider, at the same time as the replacement of the relevant Lender becomes effective, assigns and transfers to such Replacement Lender (in its capacity as Hedging Provider) all of its rights and obligations under all Hedging Contracts and the Hedging Master Agreement to which it is a party, pursuant to the provisions of paragraph (c) of clause 35.2 (Borrower consultation; Sinosure approval; Hedging Providers).

(c)

Each of the Lender and the Agent shall perform the checks described in paragraph (b)(vi) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and the relevant Lender shall notify the Agent when it is satisfied (and the Agent shall notify the Borrowers when each of that Lender and the Agent is satisfied) that it has complied with those checks.

(d)

In the event that:

(i)

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

(ii)

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

(iii)

all information requested by the Lenders has been provided by the Borrowers to the Lenders to enable them to assess the consent, waiver or amendment in question; and

(iv)

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

8.8

Sale or Total Loss

(a)

the Borrowers shall prepay in full the Advance for that Ship plus (if required) such additional amount of the other Advance as shall ensure that after such prepayment the Security Value is not less than the Minimum Value; and

(b)