(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, KEXIM and the ECAs,

(a)

the United States Foreign Corrupt Practices Act of 1977 (15 U.S.C. § 78dd-1, et seq.);

(b)

the U.K. Bribery Act 2010;

(c)

sections 387 - 389 (combined with Section 15) of the Norwegian Penal Code of 2005; and

(d)

the Improper Solicitation and Graft Act of the Republic of Korea, the Criminal Act of the Republic of Korea and any other relevant applicable legislation in the Republic of Korea.

(a)

is a wholly-owned direct or indirect Subsidiary of Guarantor A; and

(b)

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

(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 re­enacts 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)

the Borrower or the Collateral Guarantor ceases to be a wholly-owned direct Subsidiary of Guarantor B (with the exception of any changes in ownership in the Collateral Guarantor provided for under a Potential Investment or an Onwards Investment), unless (subject to the proviso at the end of this definition) the Borrower or the Collateral Guarantor has become a wholly-owned direct Subsidiary of an Approved Shareholder or Guarantor A; or

(b)

the Borrower, the Collateral Guarantor or Guarantor B ceases to be a wholly-owned direct or indirect Subsidiary of Guarantor A (with the exception of any changes in ownership in the Collateral Guarantor provided for under a Potential Investment or an Onwards Investment); or

(c)

subject to any changes in ownership of the Collateral Guarantor provided for under a Potential Investment or an Onwards Investment, the Borrower or the Collateral Guarantor that (subject to the proviso at the end of this definition) has become a wholly-owned direct Subsidiary of an Approved Shareholder or Guarantor A pursuant to paragraph (a) above ceases to be a wholly-owned direct Subsidiary of that Approved Shareholder or Guarantor A, unless (subject to the proviso at the end of this definition) the Borrower or the Collateral Guarantor has become a wholly-owned direct Subsidiary of Guarantor A or another Approved Shareholder; or

(d)

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

(e)

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

(f)

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

(g)

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 either (i) the issued and outstanding share capital and/or (ii) the issued and outstanding voting share capital, of Guarantor A,

(i)

such Approved Shareholder has delivered to all Finance Parties and the ECAs any “know your customer” and other similar documents as required by any of them and the relevant Finance Parties and the ECAs 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 Borrower or the Collateral Guarantor which it acquires or is to acquire 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 Borrower); 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 Guarantor A has confirmed the same in writing to the Agent).

(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 the Collateral Owner 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 Collateral Share Security over the shares in the Collateral Owner.

(a)

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

(b)

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

(a)

any of the Original Commercial Lenders; and

(b)

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

(a)

in relation to an Original Lender, the aggregate of any of its Eksfin Guaranteed Commitment, EIFO Guaranteed Commitment, KEXIM Direct Commitment and Commercial Commitment and the amount of any other such commitment assigned to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any Eksfin Guaranteed Commitment, EIFO Guaranteed Commitment, KEXIM Direct Commitment and/or Commercial 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,

(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

(a)

in relation to Ship A and the Ship A Collateral Security, the coordination agreement made or (as the context may require) to be made between, amongst others, the Security Agent as senior mortgagee and the Collateral Security Agent as junior mortgagee; and

(b)

in relation to the Collateral Ship and the Collateral Security, the coordination agreement made or (as the context may require) to be made between, amongst others, the Collateral Security Agent as senior mortgagee and the Security Agent as junior mortgagee,

(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)

the Agent receives a Declassification Request from the Borrower;

(b)

the Borrower ceases to be in compliance with the Green Asset Criteria; or

(c)

the Borrower fails 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 Borrower and (ii) the Borrower becoming aware of the failure to comply.

(a)

be signed by a director of the 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 Borrower (which has notified the Agent) that it will not make its participation in an Advance available) by the Utilisation Date 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,

(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 Mortgaged Ship A, the applicable Total Loss Repayment Date; or

(b)

a sale of Mortgaged Ship A 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)

in relation to the Eksfin Guarantee and/or the Eksfin Guaranteed Advance, means Eksfin; or

(b)

in relation to the EIFO Guarantee Policy and/or the EIFO Guaranteed Advance, means EIFO,

(a)

in relation to Eksfin and/or the Eksfin Guarantee, means the Eksfin Guaranteed Advance; or

(b)

in relation to EIFO and/or the EIFO Guarantee Policy, means the EIFO Guaranteed Advance,

(a)

in relation to Eksfin and/or the Eksfin Guarantee, means the Eksfin Guaranteed Lenders; or

(b)

in relation to EIFO and/or the EIFO Guarantee Policy, means the EIFO Guaranteed Lenders,

(a)

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

(b)

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

(a)

any of the Original EIFO Guaranteed Lenders; and

(b)

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

(a)

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

(b)

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

(a)

any of the Original Eksfin Guaranteed Lenders; and

(b)

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

(a)

a Fleet Vessel is involved; and/or

(b)

any Obligor is reasonably expected to be liable for Environmental Claims arising from such spill, release or discharge (other than Environmental Claims arising and fully satisfied before the date of this Agreement).

(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), and if, in either case, that rate is less than zero, EURIBOR shall be deemed to be zero.

(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 Borrower attributable to the Green Assets (as shown in the then most recent audited annual financial statements of the Borrower 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 Borrower 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 Borrower 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 35.14 (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

(ii)

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

(a)

each Finance Party, each of the ECAs, 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 or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(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)

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

(b)

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

(a)

any of the Original KEXIM Direct Lenders; and

(b)

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

(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)

in relation to the Eksfin Guaranteed Advance, the Eksfin Guaranteed Margin;

(b)

in relation to the EIFO Guaranteed Advance, the EIFO Guaranteed Margin;

(c)

in relation to the KEXIM Direct Advance, the KEXIM Direct Margin; or

(d)

in relation to the Commercial Advance, the Commercial Margin.

(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 Borrower to pay when they fall due under the Finance Documents all amounts of principal in respect of the Loan, interest thereon, all amounts payable under all Hedging Contracts relating to the Loan, any other amounts relating to the Loan and to pay and/or prepay, or otherwise meet all their obligations when they fall due under, the Ancillary Outstandings; and

(b)

to allow the relevant 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 that 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 relevant Owner 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)).

(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)

such purchase not constituting or resulting in a Change of Control;

(b)

no Event of Default existing at the time of, or would result from, the completion of such purchase;

(c)

satisfactory “know your customers” checks by the Lenders and the ECAs in respect of the Approved Investor;

(d)

where the Onwards Investment results in the Approved Investor acquiring up to thirty two point nine nine per cent. (32.99%) of the shares and/or voting shares in the Collateral Guarantor, the provision of the Collateral Approved Investor Share Security at the cost and expense of the Borrower;

(e)

receipt by the Agent of all the documents and other evidence listed in paragraph 1 of Part 1 (Initial conditions precedent) of Schedule 3 (Conditions precedent) in relation to the Approved Investor and the Collateral Approved Investor Share Security, each in form and substance satisfactory to the Agent and at the cost and expense of the Borrower;

(f)

receipt by the Agent of a legal opinion of Norton Rose Fulbright LLP on matters of English law and a legal opinion of its advisors in the jurisdiction of the Approved Investor, in each case in relation to the Collateral Approved Investor Share Security and in a form satisfactory to the Agent, at the cost and expense of the Borrower;

(g)

satisfactory due diligence and any other documents to be agreed between the parties as relevant;

(h)

approval of the Approved Investor by EIFO; and

(i)

any other conditions required pursuant to the Collateral Facility Agreement.

(a)

the Mortgage;

(b)

the Deed of Covenant if the Mortgage is in account current form and where it is customary to grant a deed of covenant;

(c)

the General Assignments, one by the relevant Owner and each Bareboat Charterer of Ship A;

(d)

the Share Security;

(e)

the Account Security in relation to each Account (other than a Collateral Account);

(f)

the Hedging Contract Security;

(g)

any Subordination Deed;

(h)

any Manager’s Undertaking; and

(i)

the Collateral Security (excluding any Collateral Investment Share Security and any Collateral Approved Investor Share Security).

(a)

the dividend or other distribution constitutes no more than 50% of Guarantor A’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)

granted by the Collateral Finance Documents; or

(c)

a Permitted Maritime Lien; or

(d)

approved by the Majority Lenders (whether under a Coordination Agreement or otherwise).

(a)

such purchase not constituting or resulting in a Change of Control;

(b)

no Event of Default existing at the time of, or would result from, the completion of such purchase;

(c)

satisfactory “know your customers” checks by the Lenders and the ECAs in respect of the Investment Entity;

(d)

where the Potential Investment results in the Investment Entity acquiring up to thirty two point nine nine per cent. (32.99%) of the shares and/or voting shares in the Collateral Guarantor, the provision of the Collateral Investment Share Security at the cost and expense of the Borrower;

(e)

receipt by the Agent of all the documents and other evidence listed in paragraph 1 of Part 1 (Initial conditions precedent) of Schedule 3 (Conditions precedent) in relation to the Investment Entity and the Collateral Investment Share Security, each in form and substance satisfactory to the Agent and at the cost and expense of the Borrower;

(f)

receipt by the Agent of a legal opinion of Norton Rose Fulbright LLP on matters of English law and a legal opinion of its advisors in the jurisdiction of the Investment Entity, in each case in relation to the Collateral Investment Share Security and in a form satisfactory to the Agent, at the cost and expense of the Borrower;

(g)

satisfactory due diligence and any other documents to be agreed between the parties as relevant;

(h)

approval of the Investment Entity by EIFO; and

(i)

any other conditions required pursuant to the Collateral Facility Agreement.

(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;

(b)

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

(c)

the Final Repayment Date.

(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 Collateral Investment Share Security;

(c)

any Collateral Approved Investor Share Security; and

(d)

any other document (other than the ECA Policies) 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

(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 value of Mortgaged Ship A (or, if less, the maximum amount capable of being secured by the Mortgage) provided that such Ship has 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)

an incident or accident related to a Ship or any Obligor:

(i)

resulting in death or serious or multiple injury; or

(ii)

which may, following completion of proper investigation by any relevant labour authority, result into fines or sanctions from labour authorities; or

(b)

a significant community or worker related grievance or protest related to a Ship or any Obligor.

(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 the 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 the 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 fifty per cent. (50%),

(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;

(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

(ii)

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

(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)

the knowledge, awareness and/or beliefs (and similar expressions) of any Obligor shall be construed so as to mean the knowledge, awareness and beliefs of the director and officers of such 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 Borrower as the form in which that Finance Document is to be executed or another form approved at the request of the Borrower 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 fifty per cent. (50%) 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 fifty per cent. (50%) 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)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any

(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;

(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 Borrower 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 Borrower 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 Borrower has 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 Borrower repaying or prepaying Ancillary Outstandings means:

(i)

the Borrower 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.

(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;

(a)

Except for a provision expressed to be in favour of any ECA, rights expressed to be for the benefit of or exercisable by any ECA 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 an ECA and without prejudice to the provisions of the ECA Policies).

(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) neither ECA shall 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 any ECA without its prior written consent.

(a)

The terms of the Finance Documents (other than any Coordination Agreement and 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 any Coordination Agreement and other than in relation to the creation and/or perfection of security) the provisions of this Agreement shall prevail.

(b)

The terms of the Finance Documents are subject to the terms of the Coordination Agreements and, in the event of any conflict between any provision of any Finance Documents and any provision of a Coordination Agreement, the relevant provision of the Coordination Agreement shall prevail.

(c)

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

(a)

are independent and separate from the Building Contract for Ship A and any other document or agreement (other than any Finance Document);

(b)

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

(c)

will not be affected or discharged by:

(i)

any matter affecting the relevant Builder or any other person or the Building Contract for Ship A 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, the Building Contract for Ship A or any other document, contract or arrangement related to it;

(iii)

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

(iv)

any administration, bankruptcy, insolvency, liquidation or similar proceedings commenced against the relevant 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 the Building Contract for Ship A or any transactions contemplated thereunder being insolvent; or

(v)

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

(a)

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

(b)

Each Obligor acknowledges and agrees that:

(i)

an ECA Guaranteed 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 the relevant ECA (through the ECA Agent or otherwise) in accordance with the provisions of the relevant ECA Policy; and

(ii)

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

(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 (Aul3enwirtschaftsverordnung) (in connection with section 4 paragraph 1 no.3 of the German Foreign Trade Act (Aul3enwirtschaftsgesetz)); 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.

(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.

(a)

Each Obligor (other than Guarantor A) by its execution of this Agreement or an Accession Deed irrevocably appoints Guarantor A (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)

Guarantor A 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 the 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 Guarantor A,

(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

(a)

assisting the relevant Owner to finance the part of the Contract Price of Ship A falling due on its Delivery by paying the same to the relevant Builder; and

(b)

the refinancing of amounts already paid by the relevant Owner under the Building Contract for Ship A.

(a)

if delivery of the Collateral Ship by the relevant Builder to the Collateral Guarantor under the relevant Building Contract has not occurred at the time, the Agent, or its duly authorised representative, has received all of the documents and evidence listed in Part 2 (Conditions precedent on Delivery (Ship A)) of Schedule 3 (Conditions precedent) in form and substance satisfactory to the Agent; and

(b)

if delivery of the Collateral Ship by the relevant Builder to the Collateral Guarantor under the relevant Building Contract has occurred at the time, the Agent, or its duly authorised representative, has received all of the documents and evidence listed in Part 2 (Conditions precedent on Delivery (Ship A)) and Part 3 (Conditions precedent on Delivery (Collateral Ship)) of Schedule 3 (Conditions precedent) in form and substance satisfactory to the Agent.

(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 ECA 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 ECA Agent have received any notice from any ECA requesting the Lenders or any other Finance Party to suspend the Utilisation of the Facility, and the ECA Agent is satisfied that each ECA Policy:

(i)

is in full force and effect; and

(ii)

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

(a)

Where paragraph 4.2(a) above applies, the Borrower shall, immediately upon the delivery of the Collateral Ship by the relevant Builder to the Collateral Guarantor under the relevant Building Contract, deliver to the Agent all of the documents and evidence listed in Part 3 (Conditions precedent on Delivery (Collateral Ship)) of Schedule 3 (Conditions precedent), in form and substance satisfactory to the Agent.

(b)

The Borrower shall, as soon as practicable after the date of this Agreement and in any event within the time period stated in Part 5 (Conditions subsequent) of Schedule 3 (Conditions precedent), deliver to the Agent all of the documents and evidence listed in Part 5 (Conditions subsequent) of Schedule 3 (Conditions precedent), in form and substance satisfactory to the Agent.

(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 ECA Advance; and

(iii)

the proposed Utilisation Date.

(b)

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, any ECA Policy and any event that may prejudice the rights of a Lender under this Agreement or any ECA Policy;

(c)

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

(d)

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

(a)

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

(i)

the proposed Utilisation Date is a Business Day falling not later than the Last Availability Date;

(ii)

the currency and amounts 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).

(b)

Only one Utilisation Request covering all Advances may be made in respect of the Facility and the Facility may only be borrowed in a single amount.

(a)

The currency specified in the Utilisation Request must be euro but the Borrower (or Guarantor A on its behalf) may request that, forthwith upon the Utilisation and before disbursement by the Agent, the Advances or part thereof be converted from euro to USD by the Agent at the Agent’s spot rate of exchange and the Agent agrees to do so in respect of any such request for up to fifty per cent. (50%) of the Loan to be utilised.

(b)

The total amount available and advanced under the Facility shall not exceed the lower of:

(i)

the Total Commitments;

(ii)

the amount in euro which is equal to 69.80% of the Contract Price (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 on such basis acceptable to the Majority Lenders, KEXIM and the ECAs); and

(iii)

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

(c)

Subject to the limitations of paragraph (b) above, the amount advanced under each Eksfin Guaranteed Advance, the EIFO Guaranteed Advance, the KEXIM Direct Advance and the Commercial Advance on Utilisation shall be equal to the proportion of the amount of the Loan to be advanced borne by the Total Eksfin Guaranteed Commitments, the Total EIFO Guaranteed Commitments, the Total KEXIM Direct Commitments or the Total Commercial Commitments (as applicable) to the Total Commitments immediately prior to the Utilisation.

(d)

The amount of an ECA Advance shall however not exceed the level of cover provided for principal pursuant to the ECA Policy for such Advance.

(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 Utilisation Date through its Facility Office.

(b)

The amount of each Lender’s participation in each of the Eksfin Guaranteed Advance, the EIFO Guaranteed Advance, the KEXIM Direct Advance and the Commercial Advance will be equal to the proportion of the relevant Advance borne by its Eksfin Guaranteed Commitment, EIFO Guaranteed Commitment, KEXIM Direct Commitment or Commercial Commitment (as applicable) to the Total Eksfin Guaranteed Commitments, Total EIFO Guaranteed Commitments, Total KEXIM Direct Commitments or Total Commercial Commitments, respectively, 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 Borrower or its account or the Builder, in each case in accordance with the instructions contained in the Utilisation Request.

(a)

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

(i)

the Borrower (or Guarantor A on its behalf) has submitted the Utilisation Request in accordance with this clause 5;

(ii)

the Borrower has satisfied the conditions precedent set out in Part 1 (Initial conditions precedent) of Schedule 3 (Conditions precedent) and in paragraphs 1, 2(d), 8, 9(a) to (f), 10, 12 to 18 and 19 of Part 2 (Conditions precedent on delivery (Ship A)) of Schedule 3 (Conditions precedent); and

(iii)

in the reasonable opinion of the Agent the Borrower is reasonably likely to satisfy all remaining and outstanding conditions precedent set out in Part 2 (Conditions precedent on delivery (Ship A)) and, if applicable, Part 3 (Conditions precedent on delivery (Collateral Ship)) of Schedule 3 (Conditions precedent) by the Utilisation Date and in any event on or before the Release (as defined in paragraph (c) below),

(b)

In recognition of the fact that the Utilisation shall be made for multiple purposes, any amount of the Utilisation in excess of the amount of the Pre-placed Advances (as defined in paragraph (c) below) (the Retained Portion) shall be retained by the Agent (but shall still be treated as having been drawn down by the Borrower on the Utilisation Date) and shall only be released to the Borrower at the same time as the Release (as defined in paragraph (c) below) in accordance with the terms of this Agreement.

(c)

Such part of the Advances to be applied towards payment of the final instalment (or the relevant part thereof) of the Contract Price due under the relevant Building Contract on Delivery (the Pre-placed Advances) shall (subject to the other provisions of this Agreement) be remitted by the Agent to the Builder’s Bank in USD as a cash deposit (the Remitted Amount) in the Agent’s name, provided that the Agent has received the same USD amount pursuant to (i) the relevant Pre-placement Hedging Transaction and/or (ii) any conversion of any part of the euro amount received by the Agent pursuant to clause 5.4(a) (Lenders’ participation) to USD pursuant to clause 5.3(a) (Currency and amount), on condition that it will be held by the Builder’s Bank to the order of the Agent for release by the Agent to the relevant Builder (a Release) and only subject to such irrevocable instructions addressed from the Agent to the Builder’s Bank as are acceptable to the Agent (Irrevocable Instructions).

(d)

Any such Irrevocable Instructions in relation to the Remitted Amount shall in any event provide (inter alia) that the Remitted Amount shall be returned to the Agent within seven Business Days if not released to the Builder or its order. The Finance Parties and the Obligors hereby agree that the Remitted Amount shall not be released to the relevant 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 Ship A or otherwise) the Remitted Amount to the relevant Builder or its order, unless and until:

(i)

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

(ii)

the Agent is satisfied that all the conditions precedent set out in Part 1 (Initial conditions precedent) of Schedule 3 (Conditions precedent), Part 2 (Conditions precedent on Delivery (Ship A)) of Schedule 3 (Conditions precedent) 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.

(e)

The Borrower hereby irrevocably and unconditionally undertakes that it shall not give any instructions to the Builder’s Bank in respect of the Remitted Amount that are inconsistent with any Irrevocable Instructions in respect of the Remitted Amount.

(f)

The Borrower shall immediately rewire the Remitted Amount to the Agent, on the date on which the Builder’s Bank is required to return the moneys funded by the Remitted Amount to the Agent in accordance with the Irrevocable Instructions (and regardless of whether the Builder’s Bank has then carried out such instructions), provided that any moneys (including interest, if any) actually returned to the Agent from the Builder’s Bank shall be applied by the Agent in satisfaction of such obligation of the Borrower.

(g)

In case of application of this clause 5.5 in respect of the Pre-placed Advances and the Retained Portion, the euro amount of the Pre-placed Advances and the Retained Portion made available by the Agent shall accrue interest in accordance with the terms of clause 10.1 (Calculation of interest) from the Utilisation Date and such interest shall, unless paid together with a repayment pursuant to paragraph 5.5(h) below, be payable at the end of the first Interest Period for the Advances (together with any other interest payable on such date).

(h)

The Retained Portion and any Remitted Amount rewired under clause 5.5(f) shall, subject to the other terms of this Agreement, be held by the Agent for a maximum period of 30 days from the date of the first rewiring of funds under clause 5.5(f) (the Holding Period) and, during such period, be available to be advanced or readvanced, as applicable, to the Borrower where Delivery has been delayed, in (again) assisting the Borrower to satisfy its obligations under the relevant Building Contract, provided that no more than one rewiring of funds under clause 5.5(f) in respect of the Remitted Amount shall have occurred previously. In the event that a second rewiring of funds under clause 5.5(f) is made or required or if the Remitted Amount is not readvanced in accordance with the terms of this paragraph (h) by the end of the Holding Period, the Remitted Amount shall no longer be available to be

(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 Guarantor A 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 Ship A and/or otherwise in connection with this Facility.

(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 Borrower (or Guarantor A on its behalf):

(i)

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

(A)

that the Borrower will be the obligor that may use the Ancillary Facility;

(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,

(a)

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

(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 Borrower to use the Ancillary Facility;

(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 Final Repayment Date (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).

(a)

An Ancillary Facility shall cease to be available on the Final Repayment Date 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.

(a)

The Borrower 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(h) (Pre-placement of Advances), the Borrower may not reborrow any part of the Facility which has been repaid.

(a)

To the extent not previously reduced, each Advance shall be repaid by instalments on each Repayment Date by the amount specified in Schedule 6 (Original Schedule of Repayment Amounts) (as revised by clause 7.3 (Adjustment of scheduled repayments)).

(b)

On the Final Repayment Date (without prejudice to any other provision of this Agreement) the Total Commitments shall be reduced to zero and the Advances shall be repaid in full.

(c)

If, on the Utilisation Date, the Loan is less than the Total Commitments, 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 Loan and Advances 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 the Loan and Advances 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 Borrower 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. The Agent will sign such Schedule of Repayment Amounts on behalf of the relevant Lenders.

(a)

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

(b)

upon the Agent notifying the Borrower, the Available Commitment of that Lender will be immediately cancelled and the Total Commitments shall be reduced correspondingly; and

(c)

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

(a)

The Borrower (or Guarantor A on its behalf) shall promptly notify the Agent upon any Obligor becoming aware of a Change of Control occurring.

(b)

If a Change of Control occurs (without the consent of all the Lenders and each ECA):

(i)

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

(ii)

unless all the Lenders and each ECA provide their consent to such Change of Control within 90 Business Days of the Borrower (or Guarantor A on its behalf) notifying the Agent of the Change of Control, the Agent shall, at any time after the end of such 90 Business Day period and by not less than 45 prior days’ notice to the Borrower, cancel all the Commitments and declare the Loan together with accrued interest, fees and all other sums payable under this Agreement and any other Finance Document under or in connection with the Loan immediately due and payable and the Loan together with accrued interest, fees and all other sums payable under this Agreement and any other Finance Document under or in connection with the Loan shall be immediately due and payable at the end of such 45 day notice period.

(a)

The Borrower 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 the Loan which is undrawn at the proposed date of cancellation, such cancellation being applied to all the Commitments relating to all Advances pro rata.

(b)

Any cancellation under this clause 8.3 shall reduce the Total Commitments by the same amount and the Commitments relating to all Advances rateably and the Commitments of the Lenders relating to the same Advance rateably.

(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 Borrower 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. 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 Borrower has given notice under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender’s participation in the Loan 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.

(a)

If any Lender becomes a Defaulting Lender, the Borrower 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 Total Commitments shall be reduced correspondingly and the Agent shall as soon as practicable after receipt of such notice, notify all the Lenders.

(a)

If:

(i)

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

(ii)

the Borrower becomes 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 Borrower 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 Borrower 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 the ECAs and be substituted in each ECA Policy by way of endorsement to each ECA 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 Borrower 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; ECA 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 Borrower when each of that Lender and the Agent is satisfied) that it has complied with those checks.

(d)

In the event that:

(i)

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

(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 Borrower 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,

(a)

any of the obligations of an ECA under all or part of the relevant ECA Policy is terminated, cancelled, becomes invalid, unenforceable or otherwise ceases to be in full force and effect; or

(b)

it becomes unlawful or impossible for an ECA to fulfil any of the obligations expressed to be assumed by it in the relevant ECA Policy or for the Agent or the ECA Agent or an ECA Guaranteed Lender to exercise the rights or any of them vested in it under an ECA Policy; or

(c)

an ECA has stated its intention to, repudiate, terminate, cancel or suspend the application of all or part of the relevant ECA Policy,

(i)

no Lender shall be obliged to fund any Advance;

(ii)

the Commitments shall be automatically cancelled; and

(iii)

the Loan together with accrued interest, fees and all other sums payable under this Agreement and any other Finance Document under or in connection with the Loan shall be immediately due and payable.

(a)

Following a full prepayment of the Loan:

(i)

under clause 8.4 (Voluntary Prepayment); or

(ii)

under clause 8.8 (Sale or Total Loss),

(A)

the concurrent prepayment by the Obligors of all the Ancillary Outstandings as required by any Ancillary Lender pursuant to the terms of any Ancillary Document (as evidenced to the Agent in a manner satisfactory to it by written confirmation of the relevant Ancillary Lenders);

(B)

the concurrent prepayment and/or settlement by the Obligors of all amounts under any Hedging Contract and the closing out of such Hedging Transactions by the Obligors as required by any Hedging Provider pursuant to the terms of any Hedging Contract and clause 32.3 (Unwinding of Hedging Contracts) (as evidenced to the Agent in a manner satisfactory to it by written confirmation of the relevant Hedging Providers); and

(C)

the concurrent prepayment by the Obligors of all other amounts owing pursuant to the Finance Documents,

(b)

Following the occurrence of:

(i)

a Potential Investment which results in the Investment Entity acquiring between thirty-three per cent. (33%) and forty-nine point nine nine per cent. (49.99%) of the shares and/or voting shares in the Collateral Guarantor (but always subject to clause 8.2 (Change of control)); or

(ii)

the issuance of shares and/or voting shares of the Collateral Guarantor to the Investment Entity or the Approved Investor in accordance with clause 31.10 (Increase in capital) which results in the Investment Entity or the Approved Investor, as the case may be, acquiring between thirty-three per cent. (33%) and forty-nine point nine nine per cent. (49.99%) of the shares and/or voting shares in the Collateral Guarantor (but always subject to clause 8.2 (Change of control)); or

(iii)

the sale of the Collateral Ship pursuant to clause 25.3(c) (Sale or other disposal of Ship),

(A)

no Event of Default exists at the time of or would result from such releases; and

(B)

in the case of paragraphs (b)(i) and (b)(ii) above, EIFO has confirmed in writing to the Agent its approval of such releases,

(1)

release the Collateral Mortgage and all other Collateral Security pursuant to a deed of release in such form acceptable to the Majority Lenders;

(2)

release the Collateral Guarantor from all its obligations under the Finance Documents at which point the Collateral Guarantor shall cease to be Party to this Agreement (in all capacities); and

(3)

the Collateral Guarantor being deemed to be excluded from the definition of “Change of Control”,

(a)

such Corrective Action Plan is not provided to the satisfaction of the Agent, the Lenders, the ECA Agent and the ECAs within sixty (60) days after (i) the occurrence of the relevant Environmental Incident, Environmental Claim, Social Incident, Social Claim or IMO Code Claim, or (ii) the Borrower’s discovery of such Environmental Incident, Environmental Claim, Social Incident, Social Claim or IMO Code Claim, or (iii) such later date as may be agreed between the Parties; or

(b)

the requirements and deadlines as set out in the Corrective Action Plan are not diligently and timely pursued in the reasonable opinion of the Agent, the Lenders, the ECA Agent and the ECAs,

(a)

Any prepayment required as a result of a cancellation in full of an individual Lender’s Commitment under clause 8.1 (Illegality) or clause 8.5 (Right of cancellation and prepayment in relation to a single Lender) shall be applied in prepaying the relevant Lender’s participation in each of the Advances.

(b)

Any other partial prepayment of one or more Advances shall be applied pro rata to the participation of all the Lenders in the relevant Advance or Advances.

(a)

that Lender and the other Parties must promptly take (and the Borrower shall ensure that any other relevant Obligor promptly takes) whatever action the Agent may, in its reasonable opinion, deem necessary or desirable for the purpose of removing that Lender as a party to and beneficiary of any Security Documents granted in favour of (among others) the Lenders or as an insured, assured or beneficiary of or under any ECA Policy; and

(b)

if that Lender is also a Hedging Provider, following the corresponding prepayment and/or settlement in full of the amounts outstanding under any Hedging Contract entered into with that Hedging Provider and the termination and close out of all Hedging Transactions with that Hedging Provider by the Borrower (if applicable) pursuant to clause 34.4(b) (Close out of Hedging Contracts), that Hedging Provider and the other Parties must promptly take (and the Borrower shall ensure that any other relevant Obligor promptly takes) whatever action the Agent may, in its reasonable opinion, deem necessary or desirable for the purpose of removing that Hedging Provider as a party to and beneficiary of any Security Documents granted in favour of (among others) the Hedging Providers.

(a)

the applicable Margin; and

(b)

EURIBOR for the relevant Interest Period.

(a)

If an Obligor fails to pay any amount payable by it under a Finance Document (other than a Hedging Contract) to a Finance Party on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (c) below, is two per cent. (2%) per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted an Advance for successive Interest Periods, each of a duration selected by the Agent (acting reasonably).

(b)

Any interest accruing under this clause 10.3 shall be immediately payable by the Obligor on demand by the Agent.

(c)

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

(i)

the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to the Advance or the relevant part of it; and

(ii)

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

(d)

Default interest payable under this clause 10.3 (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

(a)

The Agent shall promptly notify the Lenders and the Borrower (or Guarantor A on its behalf) of the determination of a rate of interest under this Agreement.

(b)

The Agent shall promptly notify the Borrower (or Guarantor A on its behalf) of each Funding Rate relating to each Advance (or any relevant part of it).

(a)

The Borrower (or Guarantor A on its behalf) may select an Interest Period for the Advances in the Utilisation Request and (after the Advances have been borrowed) may select an Interest Period for the Advances in a Selection Notice.

(b)

Each Selection Notice is irrevocable and must be delivered to the Agent by the Borrower (or Guarantor A on its behalf) not later than 11:00 a.m. four Business Days before the last day of the then current Interest Period for the Advances.

(c)

If the Borrower (or Guarantor A on its behalf) fails to deliver a Selection Notice to the Agent in accordance with the above paragraph, the relevant Interest Period will, subject to clause 11.2 (Interest Periods overrunning Repayment Dates), be 3 Month(s).

(d)

Subject to this clause 11.1, the Borrower (or Guarantor A on its behalf) may select an Interest Period of three Months or any other period agreed between the Borrower (or Guarantor A on its behalf), the Agent and all the Lenders.

(e)

No Interest Period for the Advances shall extend beyond the Final Repayment Date.

(f)

The first Interest Period for the Advances shall start on the Utilisation Date and end on the First Repayment Date, and each subsequent Interest Period for each of the Advances shall start on the last day of its preceding Interest Period.

(g)

Notwithstanding any other provision of this Agreement, each Advance shall have the same Interest Period and the Borrower shall not be entitled to select an Interest Period for any Advance which differs from the Interest Period of the other Advances.

(a)

Interpolated Screen Rate: If no Screen Rate is available for EURIBOR for an Interest Period, EURIBOR shall be the Interpolated Screen Rate for a period equal in length to that Interest Period.

(b)

Reference Bank Rate: If no Screen Rate is available for EURIBOR for:

(i)

euro; or

(ii)

the relevant Interest Period and it is not possible to calculate the Interpolated Screen Rate,

(c)

Cost of funds: If paragraph (b) above applies but no Reference Bank Rate is available for euro or the relevant Interest Period, there shall be no EURIBOR for that Interest Period and clause 12.4 (Cost of funds) shall apply for that Interest Period.

(a)

Subject to paragraph (b) below, if EURIBOR for an Interest Period is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 11.30 a.m. (Brussels time) on the relevant Quotation Day, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks.

(b)

If at or about 11.30 a.m. (Brussels time) on the relevant Quotation Day none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for that Interest Period.

(a)

If this clause 12.4 applies, the rate of interest on each Lender’s share of the relevant Advance or relevant part of it for the Interest Period shall be the percentage rate per annum which is the sum of:

(i)

the applicable Margin;

(ii)

the rate notified to the Agent by that Lender as soon as practicable and in any event within ten Business Days of the first day of that Interest Period (or, if earlier, on the date falling ten Business Days before the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in the relevant Advance.

(b)

If this clause 12.4 applies and the Agent or the Borrower so require, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

(c)

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

(d)

If this clause 12.4 applies pursuant to clause 12.3 (Market disruption) and:

(i)

a Lender’s Funding Rate is less than EURIBOR; or

(ii)

a Lender does not supply a quotation by the time specified in paragraph (a)(ii) above,

(e)

If this clause 12.4 applies pursuant to clause 12.1 (Unavailability of Screen Rate) but any Lender does not supply a quotation by the time specified in paragraph (a)(ii) above the rate of interest shall be calculated on the basis of the quotations of the remaining Lenders.

(a)

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

(b)

Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate to the Borrower and the Agent confirming the amount of its Break Costs for any Interest Period in which they accrue.

(a)

The Borrower shall pay to the Agent (for the account of each Lender) a fee in euro computed at the rate per annum equal to 35% of the Margin applicable to each Advance, on that Lender’s Available Commitment in respect of each Advance, calculated on a daily basis from the date of this Agreement.

(b)

The Borrower shall pay the accrued commitment fee on the last day of the period of three Months commencing on the date of this Agreement, on the last day of each successive period of three Months thereafter until the earlier of the Last Availability Date and the Utilisation Date, on the earlier of such dates and, if cancelled in full, on the cancelled amount of the relevant Lender’s Available Commitment at the time the cancellation is effective.

(c)

No commitment fee is payable to the Agent (for the account of a Lender) on any undrawn Commitments of that Lender for any day on which that Lender is a Defaulting Lender.

(a)

At least five (5) Business Days prior to each Repayment Date, the Borrower shall pay to the ECA Agent (for the account of EIFO) the EIFO Premium accrued for the relevant Interest Period ending on such Repayment Date in relation to the outstanding EIFO Guaranteed Advance, as set out in more detail in the EIFO Guarantee Policy.

(b)

On each Repayment Date the Borrower shall pay directly to Eksfin the Eksfin Premium accrued for the relevant Interest Period ending on such Repayment Date in relation to the outstanding Eksfin Guaranteed Advance, as set out in more detail in the Eksfin Guarantee.

(c)

In addition to any ECA Premium payable pursuant to paragraphs (a) and (b) above, the Borrower shall pay to the ECA Agent (for the account of the relevant ECA), or directly to the relevant ECA, as relevant, any additional ECA Premium in relation to the relevant ECA Policy (the amount of which is notified to the Borrower by the ECA Agent), that the relevant ECA charges from time to time and pursuant to payment instructions provided by any of them.

(d)

The Borrower (or Guarantor A on its behalf) shall immediately notify the ECA Agent and the Agent of each payment to an ECA of an ECA Premium and shall provide all relevant evidence to this effect to the satisfaction of the ECA Agent and the Agent.

(e)

If the ECA Agent has paid any amount of an ECA Premium to an ECA, the Borrower shall reimburse the ECA Agent for such amount within three (3) Business Days of demand.

(f)

The Borrower acknowledges that none of the Finance Parties is responsible for the calculation or final determination of any ECA Premium and the Borrower will not raise against any Finance Party, any claim or defence of any kind whatsoever in relation to the calculation or payment of any ECA Premium (it being understood that the amounts of any ECA Premium will be solely determined by the relevant ECA).

(g)

The Borrower acknowledges and agrees that no ECA Premium (whether in whole or in part) is refundable for any reason whatsoever.

(a)

The Borrower agrees to pay to Eksfin and to EIFO a flat upfront fee in the amounts and at the times agreed in the relevant Fee Letter.

(b)

The Borrower shall pay:

(i)

to Eksfin a non-refundable commitment fee computed at the rate of thirty five per cent. (35%) of the Eksfin Premium, calculated on the undrawn Eksfin Guaranteed Advance from time to time; and

(ii)

to EIFO a non-refundable commitment fee computed at the rate of [thirty five per cent. (35%)] of the EIFO Premium, calculated on the undrawn EIFO Guaranteed Advance from time to time,

(c)

The Borrower shall pay each accrued commitment fee under paragraph (b) above on the last day of the period of three Months commencing on the date of this Agreement, on the last day of each successive period of three Months thereafter until the earlier of the Last Availability Date and the Utilisation Date, on the earlier of such dates and, if the relevant ECA Advance is cancelled, at the time the cancellation is effective.

(d)

On each payment date of each commitment fee pursuant to paragraph (c) above, the Borrower shall provide the ECA Agent with a copy of a payment confirmation evidencing and, if available, tracking (including UETR code to the beneficiary bank) payment to the relevant ECA of the commitment fee then due.

(a)

where it relates to a Treaty Lender that is an Original Lender, contains the scheme reference number and jurisdiction of tax residence stated opposite that Lender’s name in Schedule 1 (The original parties), and is filed with HM Revenue & Customs within 30 days of the date of this Agreement; or

(b)

where it relates to a Treaty Lender that is not an Original Lender, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the documentation which it executes on becoming a Party as a Lender and is filed with HM Revenue & Customs within 30 days of that date.

(a)

a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

(A)

which is a bank (as defined for the purpose of section 879 of the ITA) making an advance under a Finance Document and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A of the CTA; or

(B)

in respect of an advance made under a Finance Document by a person that was a bank (as defined for the purpose of section 879 of the ITA) at the time that that advance was made and within the charge to United Kingdom

(ii)

a Lender which is:

(A)

a company resident in the United Kingdom for United Kingdom tax purposes;

(B)

a partnership each member of which is:

(1)

a company so resident in the United Kingdom; or

(2)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA;

(C)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; or

(iii)

a Treaty Lender; or

(iv)

a QPP Lender; or

(b)

a Lender which is a building society (as defined for the purposes of section 880 of the ITA) making an advance under a Finance Document.

(a)

a company resident in the United Kingdom for United Kingdom tax purposes;

(b)

a partnership each member of which is:

(i)

a company so resident in the United Kingdom; or

(ii)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(c)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.

(a)

is treated as a resident of a Treaty State for the purposes of the Treaty; and

(b)

does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in the Loan is effectively connected.

(a)

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

(b)

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

(c)

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

(d)

A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due:

(i)

the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or

(ii)

the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of Qualifying Lender and:

(A)

an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a Direction) under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from the Parent a certified copy of that Direction; and

(B)

the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or

(iii)

the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of “Qualifying Lender” and:

(A)

the relevant Lender has not given a Tax Confirmation to the Borrower; and

(B)

the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Borrower, on the basis that the Tax Confirmation would have enabled the Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or

(iv)

the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) or (h) (as applicable) below.

(e)

If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(f)

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

(i)

Subject to paragraph (ii) below, a Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

(A)

A Treaty Lender which is an Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Schedule 1 (The original parties); and

(B)

a Treaty Lender which is not an Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the documentation which it executes on becoming a Party as a Lender,

(h)

If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (g)(ii) above and:

(i)

the Borrower making a payment to that Lender has not made a Borrower DTTP Filing in respect of that Lender; or

(ii)

the Borrower making a payment to that Lender has made a Borrower DTTP Filing in respect of that Lender but:

(A)

the Borrower DTTP Filing has been rejected by HM Revenue & Customs;

(B)

HM Revenue & Customs has not given the Borrower authority to make payments to that Lender without a Tax Deduction within 60 days of the date of a Borrower DTTP Filing; or

(C)

HM Revenue & Customs has given the Borrower authority to make payments to that Lender without a Tax Deduction but such authority has subsequently been revoked or expired,

(i)

If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (g)(ii) above, no Obligor shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment or its participation in any Advance unless the Lender otherwise agrees.

(j)

The Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Agent for delivery to the relevant Lender.

(k)

A UK Non-Bank Lender which is an Original Lender gives a Tax Confirmation to the Borrower by entering into this Agreement.

(l)

A UK Non-Bank Lender shall promptly notify the Borrower and the Agent if there is any change in the position from that set out in the Tax Confirmation.

(m)

If the Borrower receives a notification from HM Revenue & Customs that a QPP Certificate given by a Lender has no effect, the Borrower shall promptly deliver a copy of that notification to that Lender.

(n)

Paragraphs (a) to (m) above shall not apply in respect of any payments under any Hedging Contract, where the gross-up provisions of the relevant Hedging Master Agreement itself shall apply.

(a)

Each Obligor who is a Party shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document or an ECA Policy.

(b)

Paragraph (a) above shall not apply:

(i)

with respect to any Tax assessed on a Finance Party:

(A)

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

(B)

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

(ii)

to the extent a loss, liability or cost:

(A)

is compensated for by an increased payment under clause 14.2 (Tax gross-up); or

(B)

would have been compensated for by an increased payment under clause 14.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in clause 14.2(d) (Tax gross-up) applied; or

(C)

relates to a FATCA Deduction required to be made by a Party or any Obligor which is not a Party.

(c)

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

(d)

A Protected Party shall, on receiving a payment from an Obligor under this clause 14.3, notify the Agent.

(a)

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

(b)

that Finance Party has obtained, utilised and retained that Tax Credit,

(a)

If an Event of Default is continuing or where the Agent and/or Security Agent have taken any steps pursuant to clause 33.20 (Acceleration), to the extent that any sum payable to any Protected Party by any Obligor under any Finance Document by way of indemnity or reimbursement proves to be insufficient, by reason of any Tax suffered thereon, for that Protected Party to discharge the corresponding liability to a third party, or to reimburse that Protected Party for the cost incurred by it in discharging the corresponding liability to a third party, the Borrower shall pay that Protected Party such additional sum as (after taking into account any Tax suffered by that Protected Party on such additional sum) shall be required to make up the relevant deficit.

(b)

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

(c)

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

(a)

not a Qualifying Lender;

(b)

a Qualifying Lender (other than a Treaty Lender); or

(c)

a Treaty Lender.