Navigator Gas L.L.C.

Navigator Holdings Ltd.

The financial institution listed in Schedule 1

BNP Paribas

BNP Paribas

BNP Paribas

BNP Paribas

The financial institutions listed in Schedule 1

Section 12

45

46

Schedule 1

Schedule 2

Schedule 3

Schedule 4

Schedule 5

Schedule 6

Schedule 7

Schedule 8

Navigator Gas L.L.C., a company domesticated under the law of Marshall Islands, with registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands (the “Borrower”); and

The companies specified as guarantors in Part III of Schedule 1 (The Parties) (together the “Original Guarantors” and each an “Original Guarantor”); and

The financial institutions listed in Part I (The Original Lenders) of Schedule 1 (The Parties), each acting through its Facility Office (together the “Original Lenders” and each an “Original Lender”); and

BNP Paribas, acting as global coordinator through its office at 16 Boulevard des Italiens 75009 Paris, France (in that that capacity, the “Global Coordinator”); and

BNP Paribas, acting as mandated lead arranger and bookrunner through its office at 16 Boulevard des Italiens 75009 Paris, France (in that capacity, the “Arranger”); and

BNP Paribas, acting as agent through its office at Immeuble Océanie, 9 Rue du Débarcadère, 93500 Pantin, France (in that capacity, the “Agent”); and

BNP Paribas, acting as security agent through its office at Immeuble Océanie, 9 Rue du Débarcadère, 93500 Pantin, France (in that capacity, the “Security Agent”); and

The financial institutions listed in Part II (The other Finance Parties) of Schedule 1 (The Parties) as hedging providers (together, the “Original Hedging Providers” and each an “Original Hedging Provider”).

Definitions and Interpretation

Definitions In this Agreement:

in respect of Tranche A, the earlier of:

the Delivery Date for Vessel A; and

the Cut-off Date for Vessel A;

in respect of Tranche B, the earlier of:

the Delivery Date for Vessel B; and

the Cut-off Date for Vessel B,

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 a Tranche or an Unpaid Sum to the last day of the current Interest Period in respect of that Tranche or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

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

the Borrower ceases to own 100% of the membership interests of any Collateral Owner;

the Parent ceases to own, directly or indirectly, 100% of the membership interests in any Collateral Owner and the Borrower;

without the prior approval of the Agent (acting on the instructions of the Majority Lenders), two or more persons acting in concert or any individual person (other than any of the Permitted Holders acting in its own capacity or acting jointly) acquires legally and/or beneficially, and either directly or indirectly, in excess of 50% of the issued share capital or membership interests of the Parent; or

without the prior approval of the Agent (acting on the instructions of the Majority Lenders), two or more persons acting in concert or any individual person (other than any of the Permitted Holders acting in its own capacity or acting jointly) has the right or the ability to control, either directly or indirectly, the affairs of composition of the majority of the board or director (or equivalent) of the Parent.

all rights and interests relating to hire or any other amount of any kind payable under the terms of any relevant Charter Contract;

all rights to oblige any Charterer to take delivery of the relevant Vessel pursuant to any relevant Charter Contract or to withdraw the relevant Vessel from any Charterer;

all rights to terminate the relevant Charter Contract;

all rights to commence, conduct, defend, compromise or abandon any legal or arbitration proceedings relating to any relevant Charter Contract or to any matter arising out of or in connection with any relevant Charter Contract; and

all rights to damages, interest, costs or other sums payable under any judgment or order of any court, or any arbitration award, relating to any relevant Charter Contract or to any matter arising out of or in connection with any relevant Charter Contract.

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

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

any member of the Group or any of its advisers; or

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

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 41 (Confidentiality); or

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

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) 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.

26 December 2027 in the case of Vessel A; and

27 April 2028 in the case of Vessel B.

which has failed to make its participation in a Tranche available (or has notified the Agent or the Borrower (which has notified the Agent) that it will not make its participation in a Tranche available) by the Utilisation Date of that Tranche in accordance with Clause 5.4 (Lenders’ participation);

which has otherwise rescinded or repudiated a Finance Document; or

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

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

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

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 Loan (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

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:

from performing its payment obligations under the Finance Documents; or

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

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

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

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

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

in respect of a Lender, the office or offices (save that such Lender shall not nominate more than two Facility Offices simultaneously) 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

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

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

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); or

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

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

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

this Agreement;

the Security Documents;

any Hedging Contract;

any Hedging Master Agreement;

any Compliance Certificate;

any Utilisation Request;

any Fee Letter; and

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

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

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

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

the amount of any liability in respect of any lease or hire purchase contract, a liability under which would, in accordance with GAAP, be treated as a balance sheet liability (other than any liability in respect of a lease or hire purchase contract which would, in accordance with GAAP in force prior to 1 January 2019, have been treated as an operating lease);

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

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);

any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of an entity which is not an Obligor which liability would fall within one of the other sections of this definition;

any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the end of the Facility Period or are otherwise classified as borrowings under GAAP;

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;

any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under GAAP; and

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (j), without double counting.

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 all such Hedging Contracts on the relevant date; and

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 (as defined in the relevant Hedging Master Agreement) had occurred on the relevant date in relation to all such continuing Hedging Contracts.

the Original Hedging Providers; and

any entity which has become a Party as a Hedging Provider in accordance with Clause 27.10 (Accession of Hedging Providers to this Agreement).

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;

the Agent otherwise rescinds or repudiates a Finance Document;

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

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

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

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

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

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;

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

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;

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) and:

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

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

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

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));

has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced 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;

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 (h); or

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

either:

the most recent applicable Term SOFR (as of a day which is not more than five US Government Securities Business Days before the Quotation Day) for the longest period (for which Term SOFR is available) which is less than the Interest Period of that Tranche; or

if no such Term SOFR is available for a period which is less than the Interest Period of that Tranche the most recent SOFR for a day which is no more than five US Government Securities Business Days (and no less than two US Government Securities Business Days) before the Quotation Day; and

the most recent applicable Term SOFR (as of a day which is not more than five US Government Securities Business Days before the Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of that Tranche.

either:

the applicable Term SOFR (as of the Quotation Day) for the longest period (for which Term SOFR is available) which is less than the Interest Period of that Tranche; or

if no such Term SOFR is available for a period which is less than the Interest Period of that Tranche, SOFR for the day which is two US Government Securities Business Days before the Quotation Day; and

the applicable Term SOFR (as of the Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of that Tranche.

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;

the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of United Kingdom stamp duty may be void and defences of set-off or counterclaim;

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

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

any Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 27 (Changes to the Lenders),

any agreements for the commercial management of the Vessels entered or to be entered into between the Collateral Owners respectively and the relevant Manager; and

any agreements for the technical management of the Vessels entered or to be entered into between the Collateral Owners respectively and the relevant Manager.

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

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

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

in respect of Tranche A, $82,320,000 (representing 80% of the contract price of Vessel A), and

in respect of Tranche B, $82,320,000 (representing 80% of the contract price of Vessel B).

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

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

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.

to the extent permitted by this Agreement, disposals of assets made in (and on terms reflecting) the ordinary course of trading of the disposing entity;

to the extent permitted by this Agreement, disposals of assets made by one member of the Group to another member of the Group;

disposals of obsolete assets, or assets which are no longer required for the purpose of the business of a Collateral Owner, in each case for cash on normal commercial terms and on an arm’s length basis;

any disposal of receivables on a non-recourse basis on arm’s length terms (including at fair market value) for non-deferred cash consideration in the ordinary course of its business;

disposals permitted by Clause 23.7 (Negative pledge) or Clause 23.14 (Financial Indebtedness);

dealings with trade creditors with respect to book debts in the ordinary course of trading;

the application of cash or cash equivalents in the acquisition of assets or services in the ordinary course of its business;

the sale of a Vessel subject to compliance by the relevant Collateral Owner with the provisions of Clause 7.6 (Post-Delivery: mandatory prepayment on sale or Total Loss); or

the sale is in connection with a Permitted Re-domiciliation.

of a Vessel in accordance with this Agreement.

Distribution” means:

the payment of a dividend by an Obligor; and/or

the repurchase and/or redemption of any of the Parent’s share capital or issued shares by an Obligor; and/or

the issuance of new shares by an Obligor or a resolution by an Obligor to issue new shares,

any Transaction Encumbrance;

any Encumbrance which has the prior written approval of the Agent;

any Encumbrance arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by an Obligor;

any netting or set-off arrangement entered into by any Obligor in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of members of the Group and which does not involve the creation of any Encumbrance over any of the Security Assets;

any Quasi-Security arising as a result of a disposal which is a Permitted Disposal; or

any Permitted Lien.

unless an Event of Default is continuing, any ship repairer’s or outfitter’s possessory lien in respect of such Vessel for an amount not exceeding $2,000,000 (or its equivalent in any other currency or currencies);

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

any lien on such Vessel for salvage;

any lien arising by operation of law for not more than two months’ prepaid hire under any charter in relation to a Vessel not prohibited by this Agreement;

liens for master’s disbursements incurred in the ordinary course of trading and any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of a Vessel, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the relevant Collateral Owner in good faith by appropriate steps) and subject, in the case of liens for repair or maintenance, to Clause 25.5.2;

any Encumbrance created in favour of a plaintiff or defendant in any proceedings or arbitration as security for costs and expenses while the relevant Collateral Owner is actively prosecuting or defending such proceedings or arbitration in good faith so long as any such proceedings or the continued existence of such Encumbrance shall not and may reasonably be considered unlikely to lead to the arrest, sale, forfeiture or loss of, the Vessel or any interest in the Vessel; and

any Encumbrance arising by operation of law in respect of taxes which are not overdue for payment or in respect of taxes being contested in good faith by appropriate steps and in respect of which appropriate reserves have been made so long as any such proceedings or the continued existence of such Encumbrance shall not and may reasonably be considered unlikely to lead to the arrest, sale, forfeiture or loss of, the Vessel or any interest in the Vessel.

first priority deeds of assignment of the Insurances, Earnings, Charter Contracts, Charter Rights, Charter Guarantees, Charter Guarantee Rights and Requisition Compensation of the Vessels from the Collateral Owners;

first priority deeds of assignment of the Insurances, Earnings, sub-charters, sub-charter rights, sub-charter guarantees, sub-charter guarantee rights and Requisition Compensation of the Vessels from the Bareboat Charterers, including agreements whereby the Bareboat Charterers’ interests under the relevant Charter Contracts are subordinated to the interests of the Finance Parties under the Mortgages; and

first priority assignments of the Insurances from the Managers (if such Managers are part of the Group) contained in any Managers’ Undertaking.

in respect of Vessel A, the period beginning on the Delivery Date for Vessel A; or

in respect of Vessel B, the period beginning on the Delivery Date for Vessel A, and, in each case, ending on the final day of the Facility Period.

the applicable Term SOFR as of the Quotation Day and for a period equal in length to the relevant Interest Period of that Tranche; or

as otherwise determined pursuant to Clause 10.1 (Unavailability of Term SOFR),

in respect of Vessel A, the refund guarantee numbered GC0601124001551 issued by the Refund Guarantor in favour of the relevant Collateral Owner pursuant to the relevant Building Contract;

in respect of Vessel B, the refund guarantee numbered GC0601124001629 issued by the Refund Guarantor in favour of the relevant Collateral Owner pursuant to the relevant Building Contract;

prior to any Permitted Re-domiciliation, its Original Jurisdiction;

on and from the completion of any Permitted Re-domiciliation of that Obligor, England and Wales;

any jurisdiction where any asset (other than a Vessel) subject to or intended to be subject to a Security Document to be executed by it is situated;

any jurisdiction where it conducts its business; and

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

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

located in, organised under the laws of or owned or controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory which is a subject of country-wide or territory-wide Sanctions; or

that is or is owned or controlled by a person that is otherwise a subject of Sanctions Laws.

the United Kingdom;

the Security Council of the United Nations;

the European Union;

where the Facility Office of any Lender or Hedging Provider is in the European Union, each member state of the European Union where each such Facility Office is located; and

the United States of America,

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

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

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

in relation to Tranche A, the earlier of:

the JOLCO Refinancing Date in respect of Vessel A; and

the Cut-off Date for Vessel A; or

in relation to Tranche B, the earlier of:

the JOLCO Refinancing Date in respect of Vessel B; and

the Cut-off Date for Vessel B; and

an actual, constructive, arranged, agreed or compromised total loss of a Vessel; or

the requisition for title or compulsory acquisition of a Vessel by any government or other competent authority (other than by way of requisition for hire); or

the capture, seizure, arrest, detention, hijacking, theft, condemnation as prize, confiscation or forfeiture of a Vessel (not falling within paragraph (b)), unless that Vessel is released and returned to the possession of the relevant Collateral Owner within 60 days after the capture, seizure, arrest, detention, hijacking, theft, condemnation as prize, confiscation or forfeiture in question or, where there has been a hijacking, theft, capture, seizure or detention of the Vessel as a result of an act of piracy, 365 days or, if earlier, the date on which the insurance proceeds are paid by the insurers in respect of such hijack, theft, capture, seizure or detention as a result of privacy.

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

in the case of a constructive, arranged, agreed or compromised Total Loss of that Vessel, the earlier of:

the date on which a notice of abandonment is given (or deemed or agreed to be given) to the insurers; and

the date of any compromise, arrangement or agreement made by or on behalf of the relevant Collateral Owner with that Vessel’s insurers in which the insurers agree to treat that Vessel as a Total Loss; and

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

in the case of capture, seizure, arrest, detention, hijacking, theft, condemnation as prize, confiscation or forfeiture of a Vessel, the date 60 days or, in respect of any hijacking, theft, capture, seizure or detention of the Vessel as a result of an act of piracy, 365 days after the date upon which it happened or, if earlier, the date on which the insurance proceeds are paid by the insurers in respect of such hijack, theft, capture, seizure or detention as a result of privacy; and

in the case of any other type of Total Loss, the date (or the most likely date) on which it appears to the Agent (acting reasonably) that the event constituting the Total Loss occurred.

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

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

a Saturday or Sunday; and

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

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

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

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 paragraph (b), or imposed elsewhere.

Construction Unless a contrary indication appears, any reference in this Agreement to:

any “Lender”, the “Borrower”, any “Obligor”, any “Guarantor”, any “Collateral Owner”, the “Arranger”, the “Agent”, any “Secured Party”, the “Security Agent”, any “Finance Party” or any “Party” shall be construed so as to include its successors in title, permitted assignees and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

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

a Lender’s “cost of funds” in relation to its participation in a Tranche 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 Tranche for a period equal in length to the relevant Interest Period of that Tranche;

a “Finance Document”, a “Security Document”, a “Relevant Document” or any other agreement or instrument is a reference to that Finance Document, Security Document, Relevant Document or other agreement or instrument as amended, novated, supplemented, extended or restated from time to time;

a “group of Lenders” includes all the Lenders;

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

“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;

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

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 of any regulatory, self-regulatory or other authority or organisation;

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

a time of day (unless otherwise specified) is a reference to London time.

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

Defined terms 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.

Default A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived or, if in the opinion of the Agent such Event of Default is capable of being remedied, remedied to the satisfaction of the Agent.

Reference to a page or screen A reference in this Agreement to a page or screen of an information service displaying a rate shall include:

any replacement page of that information service which displays that rate; and

the appropriate page of such other information service which displays that rate from time to time in place of that information service,

Currency symbols and definitions “$”, “USD” and “dollars” denote the lawful currency of the United States of America.

Third party rights

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

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

Any Receiver, Delegate or any person described in Clause 29.11.2 (Exclusion of liability) may, subject to this Clause 1.8 and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

Offer letter This Agreement supersedes the terms and conditions contained in any correspondence relating to the subject matter of this Agreement exchanged between any Finance Party and the Borrower or their representatives before the date of this Agreement.

Contractual recognition of bail-in

In this Clause 1.10:

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;

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

in relation to any 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.

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;

in relation to the 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

in relation to any other applicable Bail-In Legislation:

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

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

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

any Bail-In Action in relation to any such liability, including (without limitation):

a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

a cancellation of any such liability; and

a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

The Loan

Amount Subject to the terms of this Agreement, the Lenders agree to make available to the Borrower a term loan comprising all the Tranches and not exceeding in aggregate the Maximum Loan Amount.

Finance Parties’ rights and obligations

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.

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 Clause 2.2.3. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of the Loan or any other amount owed by an Obligor which relates to a Finance Party’s participation in the Loan 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.

A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

Purpose

Purpose The Borrower shall on-lend the Loan to the Collateral Owners who will apply the same towards payment of the pre-delivery instalments and the delivery instalment of the purchase price of each Vessel under the relevant Building Contract.

Monitoring No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

Conditions of Utilisation

Initial conditions precedent

The Borrower may not deliver the first Utilisation Request unless the Agent has received all of the documents and other evidence listed in Part I (Initial conditions precedent) of Schedule 2 (Conditions Precedent and Subsequent) in form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in Clauses 4.1.1, 4.2 or 4.3.3, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

Utilisation conditions precedent The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to a Tranche (except as regards a Utilisation pre-positioning a Delivery Instalment, to which Clause 4.3 (Pre-positioning conditions precedent) applies) if, on or before the proposed Utilisation Date, the Agent has received all of the documents and other evidence listed in Part III (Utilisation conditions precedent) and (if the Utilisation is relating to a Delivery Instalment) Part V (Conditions precedent to delivery) of Schedule 2 (Conditions Precedent and Subsequent) in form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

Pre-positioning conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to a Utilisation for the purpose of pre-positioning a Delivery Instalment if:

on or before the relevant Pre-Positioning Date, the Agent has received the additional documents and other evidence listed in Part IV (Pre-positioning conditions precedent) of Schedule 2 (Conditions Precedent and Subsequent); and

the MT199 transmission (or such other form of transmission which the relevant Collateral Owner, the Agent (acting on the instructions of all the Lenders), the Seller and the Seller’s Bank may agree) in respect of the proposed pre-positioning of the proceeds of such Utilisation will:

provide that the proceeds of such Utilisation will:

be held by the Seller’s Bank to the order of the Agent;

only be released to the Seller upon presentation to the Seller’s Bank of a copy (transmitted by fax, email or otherwise) of the dated and timed protocol of delivery and acceptance in respect of the relevant Vessel (evidencing the unconditional physical delivery of the relevant Vessel by the Seller to the relevant Collateral Owner pursuant to the relevant Building Contract) which is executed by the Seller and that Collateral Owner and:

countersigned by a duly authorised officer, signatory, attorney-in-fact or other representative of the Agent, whose details shall be communicated by the Agent to the Seller’s Bank in the MT199 transmission; or

accompanied by a release letter signed by a duly authorised officer, signatory, attorney-in-fact or other representative of the Agent or such other form of release as may be agreed by the Agent; and

be refunded by the Seller’s Bank directly to the Agent on the date to be stipulated in the relevant transmission referred to in the first paragraph of this Clause 4.3.1(b); and

the Agent has received an acknowledgement from the Seller’s Bank that the Seller’s Bank has approved the form of the relevant transmission referred to in paragraph (b) of this Clause 4.3.1.

Each Obligor and each Finance Party confirms and acknowledges that the participation by each Lender and a transfer of funds by the Agent in accordance with and for the purpose of Clause 4.3.1 shall, in each case, constitute a Utilisation for the purposes of this Agreement and shall, as from the relevant Utilisation Date, constitute a valid and binding obligation upon the Borrower in respect of:

the repayment of the amount of the Loan attributable to such Utilisation; and

the payment of interest and any other amount payable in relation thereto,

The Agent shall notify the Borrower and the Lenders promptly upon being satisfied in relation to the requirements under Clause 4.3.1.

Delivery conditions precedent Whether or not a Utilisation is advanced on a Delivery Date, the Borrower undertakes to deliver or to cause to be delivered to the Agent on the relevant Delivery Date, the additional documents and other evidence listed in Part V (Conditions precedent to delivery) of Schedule 2 (Conditions Precedent and Subsequent) to the extent any such document or other evidence has not already been previously delivered to the Agent provide that this Clause shall not apply if:

no Extension Option has been exercised in respect of the relevant Tranche; and

the relevant Delivery Instalment is not financed or refinanced by a Utilisation.

Further conditions precedent The Lenders will only be obliged to advance a Tranche or part thereof if on the date of the relevant Utilisation Request and on the proposed Utilisation Date:

no Event of Default is continuing or would result from the advance of that Utilisation; and

the representations made by the Borrower and each Guarantor under Clause 20 (Representations) are true.

Initial conditions subsequent The Borrower undertakes to deliver or to cause to be delivered to the Agent the documents and other evidence listed in Part II (Initial conditions subsequent) of Schedule 2 (Conditions Precedent and Subsequent) within the time limits set out in Part II (Initial conditions subsequent) of Schedule 2 (Conditions Precedent and Subsequent).

Utilisation conditions subsequent Whether or not a Utilisation is advanced on a Delivery Date in accordance with Clause 4.3 (Pre-positioning conditions precedent) the Borrower undertakes to deliver or cause to be delivered to the Agent within the earlier of:

the time limits set out in Part VI (Utilisation conditions subsequent) of Schedule 2 (Conditions Precedent and Subsequent); and

14 days after the Delivery Date of the relevant Vessel specified in the relevant Utilisation Request,

No waiver If the Lenders agree to allow the Borrower to deliver a Utilisation Request, to pre-position a Delivery Instalment or to advance a Tranche to the Borrower before all of the documents and evidence required by Clause 4.1 (Initial conditions precedent) and/or Clause 4.2 (Utilisation conditions precedent) and/or Clause 4.3 (Pre-positioning conditions precedent) have been delivered to or to the order of the Agent, the Borrower undertakes to deliver all outstanding documents and evidence to or to the order of the Agent no later than 30 days after the relevant Utilisation Date and/or Pre-Positioning Date or such other date specified by the Agent (acting on the instructions of all the Lenders).

Form and content All documents and evidence delivered to the Agent under this Clause shall:

be in form and substance acceptable to the Agent; and

if required by law, be certified, notarised, legalised or attested in a manner acceptable to the Agent.

Vessel specified References in Schedule 2 (Conditions Precedent and Subsequent) to “the Vessel” or to any person, document or date relating to a Vessel shall be deemed to relate solely to the Vessel specified in the relevant Utilisation Request or to any person, document or date relating to that Vessel respectively.

Advance

Delivery of a Utilisation Request The Borrower may request a Tranche to be advanced by delivery to the Agent of a duly completed Utilisation Request not later than 11.00 am (Paris time) three Business Days before the proposed Utilisation Date.

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

it is signed by an authorised signatory of the Borrower;

the proposed Utilisation Date is a Business Day within the Availability Period; and

the proposed Interest Period complies with Clause 8.4.1 (Interest Periods).

Currency and amount The currency specified in a Utilisation Request must be dollars.

Lenders’ participation

Subject to Clauses 2 (The Loan), 3 (Purpose) and 4 (Conditions of Utilisation), each Lender shall make its participation in any Tranche available by the relevant Utilisation Date through its Facility Office.

The amount of each Lender’s participation in any Tranche will be equal to the proportion borne by its Commitment to the Total Commitments.

Cancellation of Commitment The Total Commitments shall be cancelled at the end of the Availability Period to the extent that they are unutilised at that time.

Utilisation limit The Lenders will only be obliged to advance a Utilisation if:

that Utilisation will not increase the number of Utilisations for that Tranche to a sum in excess of four;

(in respect of the first Utilisation of a Tranche) that Utilisation will be applied in or towards refinancing the first, second and third instalments of the purchase price of the relevant Vessel under the relevant Building Contract and that Utilisation shall not exceed 80% of the aggregate of those instalments;

(other than in respect of the first Utilisation of a Tranche) the proposed Utilisation Date of that Utilisation coincides with the due date for payment by the relevant Collateral Owner of a pre-delivery instalment or the final instalment of the purchase price of the relevant Vessel under the relevant Building Contract;

(other than in respect of the first Utilisation of a Tranche) that Utilisation will be applied in or towards payment of one of the following instalments of the purchase price of the relevant Vessel under the relevant Building Contract and shall amount to a maximum of the sum set out below opposite the relevant instalment:

Building Contract Instalment

Fourth instalment

Fifth instalment

Delivery Instalment

that Utilisation will not cause the Maximum Tranche Amount of the relevant Tranche to be exceeded; and

that Utilisation will not increase the Loan to a sum in excess of the Maximum Loan Amount.

Repayment

Repayment of each Tranche Subject to Clause 6.3 (Extension Option), the Borrower shall fully repay each Tranche by way of single payment on the relevant Termination Date for that Tranche.

Reborrowing The Borrower may not reborrow any part of a Tranche which is repaid.

Extension Option

The Borrower and the Guarantors may request a Termination Date in respect of a Tranche to be extended by six Months (or such longer period as may be agreed by all the Lenders) by submitting a request to the Agent in the form substantially set out at Schedule 8 (Form of Termination Date Extension Request) on a date falling no later than six Months prior to such Termination Date (the “Termination Date Extension Request”).

Any Termination Date Extension Request shall be irrevocable and any change to the Termination Date pursuant to the Termination Date Extension Request shall require express consent of all the Lenders.

Upon receipt by the Agent of a Termination Date Extension Request:

the Agent shall promptly forward a copy of such Termination Date Extension Request to each Lender;

each Lender shall make a determination in its individual and sole discretion and notify its unconditional decision in writing to the Agent on a date no later than 10 days after the date of the Termination Date Extension Request and the Agent shall notify the Borrower of the Lenders’ decision in respect of the Termination Date Extension Request as soon as reasonably practicable upon being so notified;

nothing shall oblige a Lender to agree to a Termination Date Extension Request and if any Lender fails to respond in accordance with Clause 6.3.3(b), such Lender shall be deemed to have declined the Termination Date Extension Request;

if not all the Lenders provide their consent in accordance with Clause 6.3.3(b), any Lender which has previously consented in accordance with Clause 6.3.3(b) may withdraw its consent by giving notice within five Business Days after having received notification from the Agent in respect of any Lenders that have not consented; and

if all the Lenders consent to the Termination Date Extension Request, confirmation thereof by the Agent (acting on the instructions of all the Lenders) shall be final and binding upon the Parties.

Illegality, Prepayment and Cancellation

Illegality If in any applicable jurisdiction it becomes unlawful (other than by reason of Sanctions) for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in the relevant Tranche or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:

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

upon the Agent notifying the Borrower (which notice shall be given as soon as reasonably practicable following receipt by the Agent of the notice referred to in Clause 7.1.1 above), the Commitment of that Lender will be immediately cancelled; and

to the extent that the Lender’s participation has not been transferred pursuant to Clause 40.6 (Replacement of Lender), the Borrower shall repay that Lender’s participation in each Tranche on the last day of its current Interest Period or, if earlier, the date specified by that Lender in the notice delivered to the Agent and notified by the Agent to the Borrower (being no earlier than the last day of any applicable grace period permitted by law).

Voluntary cancellation The Borrower may, if it gives the Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of $1,000,000) of the undrawn amount of a Tranche. Any cancellation under this Clause 7.2 shall reduce the Commitments of the Lenders rateably under that Tranche.

Voluntary prepayment of a Tranche The Borrower may prepay the whole or any part of a Tranche (but, if in part, being an amount that reduces that Tranche by a minimum amount of $1,000,000) provided that the Borrower gives the Agent not less than three Business Days’ (or such shorter period as the Majority Lenders and the Agent may agree) prior notice.

Right of cancellation and prepayment in relation to a single Lender

If any Lender claims indemnification from the Borrower or a Guarantor under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs) the Borrower may, while the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment(s) of that Lender and its intention to procure the repayment of that Lender’s participation in the relevant Tranche.

On receipt of a notice referred to in Clause 7.4.1 in relation to a Lender, the Commitment(s) of that Lender shall be immediately reduced to zero.

On the last day of the Interest Period in respect of that Tranche which ends after the Borrower has given notice under Clause 7.4.1 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 that Tranche together with all interest and other amounts accrued under the Finance Documents.

Change of control

The Borrower shall promptly notify the Agent upon any Obligor becoming aware of a Change of Control.

If a Change of Control occurs and unless the Agent has previously approved the Change of Control (acting on the instructions of the Majority Lenders, whose consent shall not be unreasonably withheld or delayed) the Total Commitments shall be cancelled with effect from the date such Change of Control occurs and the Loan shall be prepaid in full on or before the date falling 60 days after the date on which such Change of Control occurs (together with all other outstanding amounts under this Agreement and any of the Security Documents then due and payable at such time).

A Permitted Re-domiciliation shall not constitute a Change of Control in respect of the Obligor that is the subject of that Permitted Re-domiciliation.

Post-Delivery: mandatory prepayment on sale or Total Loss

In this Agreement, “Prepayment Date” means:

in the case of the sale of a Vessel, the time at and date on which the sale is completed; and

in the case of a Total Loss of a Vessel, the date falling 180 days after the Total Loss Date.

During a Post-delivery Period, if a Vessel is sold by a Collateral Owner or becomes a Total Loss, the Borrower shall prepay on the relevant Prepayment Date:

the whole of the Tranche in respect of that Vessel; and

any additional amount that is required to ensure that the Borrower remains in compliance with the LTV Coverage as calculated on the relevant Prepayment Date and excluding, for the purpose of this calculation, the Vessel sold or that has become a Total Loss.

For the purpose of Clause 7.6.2, the determination of the LTV Coverage will be based on:

the last valuations of the remaining Vessels obtained by the Agent pursuant to Clause 18.3 (Provision of valuations); or

if such last valuations predate the relevant Prepayment Date by more than one month, new valuations to be obtained by the Agent pursuant to Clause 18.3 (Provision of valuations) on or before the relevant Prepayment Date.

Any prepayment made in accordance with Clause 7.6.2(b) shall be applied in prepayment of the remaining Tranche.

Mandatory prepayment or cancellation relating to the Building Contracts and Refund Guarantees

a Building Contract or a Refund Guarantee is terminated, rescinded, cancelled, repudiated, suspended or otherwise ceases to remain in full force and effect, or is transferred, assigned, novated or otherwise disposed of to any person (other than (i) pursuant to the relevant Security Documents or (ii) in respect of a novation of a Building Contract or a Refund Guarantee pursuant to a Permitted Re-domiciliation); or

any obligation of the Seller under a Building Contract, or of the Refund Guarantor under a Refund Guarantee becomes unlawful or unenforceable; or

any of the events or circumstances specified in Clauses 26.1.7 (Insolvency), 26.1.8 (Insolvency proceedings) and 26.1.9 (Creditors’ process) occurs in relation to:

the Seller; or

the Refund Guarantor (a “Replacement Event”),

replaces each relevant Refund Guarantee with a Refund Guarantee issued by another Refund Guarantor in a form and manner approved in advance by the Agent (acting on the instructions of all Lenders);

assigns any replacement Refund Guarantee in favour of the Security Agent pursuant to a duly executed and perfected deed of assignment in such form (consistent with the terms of the relevant Building Contract Assignment) and in such manner as the Agent (acting on the instructions of all Lenders) may approve; and

delivers to the Agent such further documents and evidence as the Agent may reasonably require in connection with (A) and (B) above (including, without limitation, corporate authorisations and legal opinions).

Right of cancellation in relation to a Defaulting Lender If any Lender becomes a Defaulting Lender, the Borrower may, at any time while the Lender continues to be a Defaulting Lender, give the Agent five Business Days’ notice of cancellation of the Commitment of that Lender. On that notice becoming effective, the Commitment of the Defaulting Lender shall be immediately reduced to zero. The Agent shall as soon as practicable after receipt of that notice notify all the Lenders.

Release of Transaction Encumbrances

Once the Agent has confirmed that it has received or will receive to its satisfaction all amounts payable under the Finance Documents in respect of a Vessel, the Security Agent (acting on the instructions of the Agent) shall release, discharge and/or, as appropriate, reassign the Security Documents (and the Transaction Encumbrances assigned or charged thereunder) executed in respect of such Vessel and the Collateral Owner in respect of such Vessel.

The Borrower shall be entitled to make a request for a release of security in respect of a Vessel and the Collateral Owner in respect of such Vessel where it has made a prepayment under Clause 7.3 (Voluntary prepayment of a Tranche) (for the purpose of removing that Vessel and the relevant Collateral Owner from the financing arrangements contemplated by this Agreement provided that the Borrower shall be in compliance with its obligations under Clause 18.2 (LTV Coverage) following such release or discharge. When any consent to the release of security is so given, any release arrangements of the type referred to in this clause shall be at the cost and expense of the Borrower. It is agreed that the consent to release the Security Documents under this Clause 7.9 shall not be unreasonably withheld or delayed in circumstances where all amounts required to be paid under Clause 7.3 (Voluntary prepayment of a Tranche), Clause 7.6 (Post-Delivery: mandatory prepayment on sale or Total Loss) and/or Clause 18.2 (LTV Coverage) have been received by the Agent.

The Security Agent shall release, discharge and/or, as appropriate, reassign the Security Documents (and the Transaction Encumbrances assigned or charged thereunder) executed in respect of the relevant Vessel and the Collateral Owner in connection with a Permitted Re-domiciliation of that Collateral Owner (subject to the replacement of those Security Documents, and compliance with, the provisions of Clause 28.2 (Permitted Re-domiciliation)).

General

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

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

Any prepayment under this Agreement, shall be made, where applicable, together with payment to each Hedging Provider of any amount falling due to the relevant Hedging Provider under a Hedging Contract (whether pursuant to this Agreement, any Hedging Master Agreement or otherwise), as a result of the termination or close out of that Hedging Contract or any Hedging Transaction under it in relation to that prepayment.

The Borrower shall not repay, prepay or cancel all or any part of a Tranche except at the times and in the manner expressly provided for in this Agreement.

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

The Borrower may not reborrow any part of a Tranche which is prepaid.

If the Agent receives a notice under this Clause 7, it shall promptly forward a copy of that notice to the Borrower or the affected Lender, as appropriate.

Interest

Calculation of interest The Borrower shall pay interest on each Tranche, which shall be the percentage rate per annum which is the aggregate of:

the Margin and

the applicable Reference Rate.

Payment of interest The Borrower shall pay accrued interest on each Tranche on the last day of each Interest Period.

Default interest

If the Borrower or a Guarantor fails to pay any amount payable by it under a Finance Document (other than a Hedging Contract) on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which is 2% per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Tranche in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 8.3 shall be immediately payable by the Borrower or the Guarantors on demand by the Agent.

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

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 Loan; and

the rate of interest applying to the overdue amount during that first Interest Period shall be 2.0% per annum higher than the rate which would have applied if the overdue amount had not become due.

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

Notifications

The Agent shall promptly notify the Borrower of each Funding Rate relating to a Tranche.

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

This Clause 8.4 shall not require the Agent to make any notification to any Party on a day which is not a Business Day.

Hedging

Hedging Contracts

During the Facility Period, the Borrower may (but is not obliged to) enter into a Hedging Master Agreement with each of the then available Hedging Providers.

If, at any time during the Facility Period, the Borrower wishes to enter into any Hedging Transaction so as to hedge all or any part of the Borrower’s exposure under this Agreement (taking into consideration any exposure or projected exposure under the JOLCO Facilities) to interest rate fluctuations, the Borrower shall advise the Agent in writing.

Any such Hedging Transaction shall be concluded with a Hedging Provider on the terms of the Hedging Master Agreements entered into pursuant to paragraph (a) above but (except with the approval of the Majority Lenders) no such Hedging Transaction shall be concluded if its notional principal amount, when aggregated with the notional principal amount of any other continuing Hedging Contracts, exceeds the relevant Tranche (or, where applicable, the relevant JOLCO Facility).

If and when any such Hedging Transaction has been concluded, it shall constitute a Hedging Contract for the purposes of the Finance Documents.

Simultaneously with the execution of any Hedging Master Agreement by the Borrower with a Hedging Provider, the Borrower shall forthwith send to the Agent a duly executed copy of that Hedging Master Agreement and the applicable Hedging Security Deed (together with documents and matters as the Agent may reasonably require (including without limitation relevant corporate authorisations and legal opinions relating to the relevant jurisdiction), in form and substance satisfactory to the Agent), each at the cost and expense of the Borrower.

Unwinding of Hedging Contracts At the time of any prepayment in whole of the Loan or any cancellation in whole of any Commitment or otherwise, the Borrower shall promptly close out and terminate (or, as applicable, novate) all Hedging Transactions.

Variations Except as required by Clause 8.5.2 (Unwinding of Hedging Contracts) or any termination or partial termination of a Hedging Contract in relation to Clause 7.10.3, none of the Hedging Master Agreements and the Hedging Contracts shall be varied, save for any amendment or supplement that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement.

Releases and waivers There shall be no release by the Borrower of any obligation of any other person under the Hedging Contracts (including by way of novation), no waiver of any breach of any such obligation and no consent to anything which would otherwise be such a breach, save for any waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement.

Assignment of Hedging Contracts by Borrower Except pursuant to a Hedging Security Deed the Borrower shall not assign or otherwise dispose of their rights under any Hedging Contract.

Information concerning Hedging Contracts Each Hedging Provider shall provide the Agent with any information it may request concerning any Hedging Contract, including all reasonable information, accounts and records that may be necessary or of assistance to enable the Agent to verify the amounts of all payments and any other amounts payable under the Hedging Contracts.

Interest Periods

Duration of Interest Periods Subject to the remainder of this Clause 9, the duration of an Interest Period for each Tranche shall be three Months or any other period as agreed between the Borrower and the Lenders. No Interest Period shall be longer than three Months.

Termination Date No Interest Period of a Tranche shall extend beyond the applicable Termination Date.

Start date

the first Interest Period in respect of a Utilisation shall start on the relevant Utilisation Date and end on the Quarter Date which immediately follows the Utilisation Date of that Utilisation, unless the period commencing on such Utilisation Date and ending on such Quarter Date is less than 45 days, whereupon the first Interest Period for such Utilisation shall end on the second Quarter Date after that Utilisation Date; and

each subsequent Interest Period for that Utilisation shall start on the last Quarter Date and end on the next Quarter Date.

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

Second and subsequent Utilisations If the second or any subsequent Utilisation is made otherwise than on the first day of an Interest Period for the balance of the applicable Tranche, there shall be a separate initial Interest Period for that Utilisation commencing on its Utilisation Date and expiring on the final date of the then current Interest Period for the balance of that Tranche.

Changes to the Calculation of Interest

Unavailability of Term SOFR

Interpolated Term SOFR: If no Term SOFR is available for an Interest Period of a Tranche, the applicable Reference Rate shall be the Interpolated Term SOFR for a period equal in length to that Interest Period.

Historic Term SOFR: If Clause 10.1.1 applies but no Term SOFR is available for the Interest Period of a Tranche and it is not possible to calculate the Interpolated Term SOFR, the applicable Reference Rate shall be the Historic Term SOFR for a period equal in length to that Interest Period.

Interpolated Historic Term SOFR: If Clause 10.1.2 applies but no Historic Term SOFR is available for an Interest Period of a Tranche, the applicable Reference Rate shall be the Interpolated Historic Term SOFR for a period equal in length to that Interest Period.

Interest calculation if no Interpolated Historic Term SOFR If Clause 10.1.3 (Interpolated Historic Term SOFR) applies but no Interpolated Historic Term SOFR is available for an Interest Period of a Tranche, then Clauses 10.3 (Market disruption) and 10.4 (Alternative basis of interest or funding) shall apply to the relevant Interest Period.

Market disruption

If a Market Disruption Event occurs for any Interest Period or this Clause applies pursuant to Clause 10.2, Clause 8.1 shall not apply to the relevant Tranche for that Interest Period and the rate of interest on each Lender’s share of that Tranche for that Interest Period shall be the percentage rate per annum which is the sum of:

the Margin; and

the rate notified to the Agent by that Lender as soon as practicable, and in any event by close of business on the date falling two Business Days after the Quotation Day (or, if earlier, on the date falling two Business Days prior to the date on which interest is due to be paid in respect of that Interest Period).

In this Agreement “Market Disruption Event” means before close of business in London on the Quotation Day for a Tranche, the Agent receives notifications from a Lender or Lenders (whose participations in the Tranche in aggregate exceeds 50% of the Loan) that its cost of funds relating to participation in the Tranche would be in excess of the relevant Market Disruption Rate.

Alternative basis of interest or funding

If Clause 10.3 applies and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

Subject to Clause 40.4 (Changes to reference rates), any alternative basis agreed pursuant to Clause 10.4.1 shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

If an alternative basis is not agreed pursuant to Clause 10.4.1, the rate of interest shall continue to be determined in accordance with Clause 10.3.1.

Break Costs

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

Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in respect of which they become, or may become, payable.

Fees

Commitment Fee The Borrower shall pay to the Agent (for the account of each Lender in proportion to its Commitments) a fee computed at the rate of 35% of the Margin per annum on the undrawn amount of each Tranche for the Availability Period.

Upfront fee The Borrower shall pay to the Arranger an upfront fee in the amount and at the times agreed in the relevant Fee Letter.

Agency fee The Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in the relevant Fee Letter.

Tax Gross Up and Indemnities

Definitions In this Agreement:

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 Part I (The Original Lenders) of Schedule 1 (The Parties) and is filed with HM Revenue & Customs within 30 days of the date of this Agreement; or

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 the relevant Transfer Date.

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

a Lender 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 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 corporation tax as respects any payments of interest made in respect of that advance; or

a Lender which is:

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

a partnership each member of which is:

a company so resident in the United Kingdom; or

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

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

a Treaty Lender; or

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

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

a partnership each member of which is:

a company so resident in the United Kingdom; or

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

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.

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

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; and

fulfils any other conditions which must be fulfilled under the relevant Treaty in order to benefit from full exemption from tax imposed by the United Kingdom on interest payments, except for this purpose it shall be assumed that any necessary procedural formalities are satisfied.

Tax gross-up

The Borrower and each Guarantor shall (and shall procure that each other Obligor will) make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

The Borrower shall promptly upon 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.

If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor 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.

A payment shall not be increased under Clause 12.2.3 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:

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

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

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 a certified copy of that Direction; and

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

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

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

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

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 that Lender without the Tax Deduction had that Lender complied with its obligations under Clause 12.2.8 or Clause 12.2.9 (as applicable).

If an Obligor is required to make a Tax Deduction, the Borrower or Guarantor shall (and, in the case of any other Obligor, the Borrower and each Guarantor shall procure that such other Obligor will) 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.

Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower or Guarantor making that Tax Deduction shall (and, in the case of any other Obligor, the Borrower and each Guarantor shall procure that such other Obligor will) deliver to the Agent for the Finance Party entitled to the payment a statement under Section 975 of the ITA or other 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.

Clauses 12.2.1 to 12.2.6 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.

Subject to paragraph (b), a Treaty Lender and the Borrower or Guarantor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for the Borrower or Guarantor to obtain authorisation to make that payment without a Tax Deduction.

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 Part I (The Original Lenders) of Schedule 1 (The Parties); and

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,

If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with Clause 12.2.8(b) and:

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

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

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

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 the Borrower DTTP Filing; or

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,

If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with Clause 12.2.8(b), neither the Borrower nor the Guarantors shall not 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(s) or its participation in any Tranche unless the Lender otherwise agrees.

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.

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.

Tax indemnity

The Borrower shall (within ten 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.

Clause 12.3.1 shall not apply:

with respect to any Tax assessed on a Finance Party:

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

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,

to the extent a loss, liability or cost:

is compensated for by an increased payment under Clause 12.2 (Tax gross-up);

would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in Clause 12.2.4 (Tax gross-up) applied; or

relates to a FATCA Deduction required to be made by a Party.

A Protected Party making, or intending to make a claim under Clause 12.3.1 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.

A Protected Party shall, on receiving a payment from the Borrower or a Guarantor under this Clause 12.3, notify the Agent.

This Clause 12.3 shall not apply in respect of any payments under any Hedging Contract, where the tax provisions of the relevant Hedging Master Agreement itself shall apply.

Tax Credit If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

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

that Finance Party has obtained and utilised that Tax Credit,

Lender status confirmation Each Lender which is not an Original Lender shall indicate, in the documentation which it executes on becoming a Party as a Lender, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in:

not a Qualifying Lender;

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

a Treaty Lender.

Stamp taxes The Borrower shall pay and, within three Business Days of demand, indemnify each Secured Party against any cost, loss or liability that Secured Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document provided that this Clause 12.6 shall not apply in respect of any Tax which is payable in respect of an assignment, transfer or other alienation of any kind by a Lender of any of its rights and/or obligations under any Finance Document.

VAT

All amounts expressed to be payable under a Finance Document by any Party or any Obligor to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to Clause 12.7.2, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party or any Obligor under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party shall (or, where the relevant Obligor is not a Party, the Borrower and each Guarantor shall procure that such Obligor will) pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to the recipient of such supply).

If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 12.7.2(a) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

Where a Finance Document requires any Party or Obligor to reimburse or indemnify a Finance Party for any cost or expense, that Party shall (or, where the relevant Obligor is not a Party, the Borrower and each Guarantor shall procure that such Obligor will) reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

Any reference in this Clause 12.7 to any Party or Obligor shall, at any time when such person is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994) or any equivalent person in any jurisdiction other than the United Kingdom.

In relation to any supply made by a Finance Party to any Party or Obligor under a Finance Document, if reasonably requested by such Finance Party, that Party shall (or, where the relevant Obligor is not a Party, the Borrower and each Guarantor shall procure that such Obligor will) promptly provide such Finance Party with details of that person’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

FATCA information

Subject to Clause 12.8.3, each Party shall, within ten Business Days of a reasonable request by another Party:

confirm to that other Party whether it is:

a FATCA Exempt Party; or

not a FATCA Exempt Party;

supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and

supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other similar law, regulation, or exchange of information regime.

If a Party confirms to another Party pursuant to Clause 12.8.1(a)(i) that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

Clause 12.8.1 shall not oblige any Finance Party to do anything, and Clause 12.8.1(c) shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

any law or regulation;

any fiduciary duty; or

any duty of confidentiality.

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with Clause 12.8.1(a) or 12.8.1(b) (including, for the avoidance of doubt, where Clause 12.8.3 applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Deduction

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction) notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Agent and the Agent shall notify the other Finance Parties.

Increased Costs

Increased Costs Subject to Clause 13.3 (Exceptions), the Borrower shall, within three Business Days of a demand by the Agent, pay to the Agent for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement or (iii) the implementation or application of or compliance with Basel III or CRD IV or any other law or regulation which implements Basel III or CRD IV (whether such implementation, application or compliance is by a government, regulator, that Finance Party or any of that Finance Party’s Affiliates).

“Basel III” means:

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;

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

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

“CRD IV” means EU CRD IV and UK CRD IV.

“EU CRD IV” means:

Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012; and

Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.

“UK CRD IV” means:

Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 as it forms part of domestic law of the United Kingdom by virtue of the 2018 Withdrawal Act;

the law of the United Kingdom or any part of it, which immediately before IP Completion Day (as defined in the 2020 Withdrawal Act) implemented Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and its implementing measures; and

direct EU legislation (as defined in the 2018 Withdrawal Act), which immediately before IP Completion Day (as defined in the 2020 Withdrawal Act) implemented EU CRD IV as it forms part of domestic law of the United Kingdom by virtue of the 2018 Withdrawal Act.

“Increased Costs” means:

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

an additional or increased cost; or

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

Increased cost claims

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

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

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

attributable to a Tax Deduction required by law to be made by the Borrower or a Guarantor;

attributable to a FATCA Deduction required to be made by a Party;

compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 but was not so compensated solely because any of the exclusions in Clause 12.3 applied);

attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or

attributable to any Hedging Contract.

Other Indemnities

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

making or filing a claim or proof against the Borrower or that Guarantor (as the case may be); or

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

Other indemnities

The Borrower shall, within five Business Days of demand, indemnify each Secured Party against any cost, loss or liability incurred by that Secured Party as a result of:

the occurrence of any Event of Default;

a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 33 (Sharing among the Finance Parties);

funding, or making arrangements to fund, its participation in a Tranche requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by a Finance Party alone); or

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

The Borrower shall, within five Business Days of demand, indemnify each Secured Party against any cost, loss or liability incurred by that Secured Party:

arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions Laws (including, without limitation, any Losses incurred by that Finance Party in investigating any possible breach of such laws but excluding any Losses incurred by that Finance Party solely by reason of that Finance Party’s own breach of such laws); or

incurred by it as a result of any claim, action, civil penalty or fine against, any settlement, and any other kind of loss or liability, and all reasonable costs and expenses (including reasonable counsel fees and disbursements) incurred by the Agent, the Security Agent or any Lender as a result of conduct of any Obligor or any of their partners, directors, officers, employees, agents or advisors, that violates any Sanctions Laws.

Indemnity to the Agent The Borrower shall within three Business Days of demand indemnify the Agent against:

any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

investigating any event which it reasonably believes is a Default; or

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

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; and

any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 34.11 (Disruption to payment systems etc.) notwithstanding the Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents.

Indemnity to the Security Agent The Borrower shall within three Business Days of demand indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them as a result of:

any failure by the Borrower to comply with its obligations under Clause 16 (Costs and Expenses);

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

the taking, holding, protection or enforcement of the Transaction Encumbrances;

the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;

any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; or

acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).

Indemnity survival The indemnities contained in this Agreement shall survive repayment of the Loan.

Mitigation by the Finance Parties

Mitigation Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in all or any part of a Tranche ceasing to be available or any amount becoming payable under or pursuant to any of Clause 7.1 (Illegality), Clause 12 (Tax Gross Up and Indemnities) or Clause 13 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office. The above does not in any way limit the obligations of any Obligor under the Finance Documents.

Limitation of liability The Borrower shall within five Business Days of demand indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation). A Finance Party is not obliged to take any steps under Clause 15.1 if, in its opinion (acting reasonably), to do so might be prejudicial to it. A demand by a Finance Party pursuant to this Clause 15.2 should be accompanied by a certificate setting out reasonable calculations or details of the amount demanded (provided that a Finance Party shall not be required to disclose any information that is sensitive, proprietary or confidential (as determined by that Finance Party in its sole discretion) or if such disclosure would breach any law or regulation to which such Finance Party is subject or any internal compliance rule to the same effect), and confirming the amount of its costs and expenses incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).

Costs and Expenses

Transaction expenses The Borrower shall within five Business Days of demand pay the Arranger, the Agent, the Hedging Providers and the Security Agent the amount of all documented costs and expenses (including pre-agreed legal fees) reasonably incurred by any of them (and, in the case of the Security Agent, by any Receiver or Delegate) in connection with:

the negotiation, preparation, printing, execution, syndication and perfection of this Agreement, the Hedging Master Agreements and any other documents referred to in this Agreement;

the negotiation, preparation, printing, execution and perfection of any other Finance Documents executed after the date of this Agreement;

any other document which may at any time be required by a Finance Party to give effect to any Finance Document or which a Finance Party is entitled to call for or obtain under any Finance Document; and

any discharge, release or reassignment of any of the Security Documents.

Amendment costs If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 34.10 (Change of currency), the Borrower shall, within five Business Days of demand, reimburse each of the Agent and the Security Agent for the amount of all documented costs and expenses (including legal fees) reasonably incurred by the Agent and the Security Agent (and, in the case of the Security Agent, by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.

Agent and Security Agent’s management time and additional remuneration At any time whilst an Event of Default is continuing, any amount payable to the Agent under Clause 14.3 (Indemnity to the Agent) or to the Security Agent under Clause 14.4 (Indemnity to the Security Agent) or to either of them under this Clause 16 or Clause 29.12 (Lenders’ indemnity to the Agent and the Security Agent) shall include the cost of utilising the management time or other resources of the Agent or the Security Agent (as the case may be) and will be calculated on the basis of such reasonable daily or hourly rates as the Agent or the Security Agent may notify to the Borrower and the Lenders, and is in addition to any other fee paid or payable to the Agent or the Security Agent.

Enforcement and preservation costs The Borrower shall, within five Business Days of demand, pay to each Secured Party the amount of all costs and expenses (including legal fees) incurred by that Secured Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document or the Transaction Encumbrances and any proceedings instituted by or against the Secured Party as a consequence of entering into a Finance Document, taking or holding the Transaction Encumbrances or enforcing those rights including (without limitation) any losses, costs and expenses which that Secured Party may from time to time sustain, incur or become liable for by reason of that Secured Party being mortgagee of a Vessel and/or a lender to the Borrower, or by reason of that Secured Party being deemed by any court or authority to be an operator or controller, or in any way concerned in the operation or control, of a Vessel.

Other costs The Borrower shall, within five Business Days of demand, pay to each Secured Party the amount of all sums which that Secured Party may pay or become actually or contingently liable for on account of a Collateral Owner in connection with a Vessel (whether alone or jointly or jointly and severally with any other person) including (without limitation) all sums which that Secured Party may pay or guarantees which it may

Accounts

Application This Clause 17 shall apply only during a Post-delivery Period.

Maintenance of Accounts

The Borrower shall procure that the relevant Collateral Owner maintains its Accounts with the Agent free of Encumbrances and rights of set off other than those created by or under the Finance Documents.

The Borrower shall procure that no Collateral Owner shall open any bank account except for an Account.

Earnings The Borrower and the relevant Collateral Owner shall procure that all Earnings in respect of that Collateral Owner’s Vessel and any Requisition Compensation in respect of that Collateral Owner’s Vessel are credited to that Collateral Owner’s Earnings Account.

Withdrawals

No sum may be withdrawn from an Earnings Account if an Event of Default is continuing.

No Account shall be overdrawn as a result of a withdrawal made in accordance with this Clause 17.4.

Relocation of Accounts On and at any time after the occurrence of an Event of Default which is continuing, the Security Agent may, without the consent of the Borrower or the Collateral Owners, instruct the Agent to relocate any Account to any other branch of the Agent, without prejudice to the continued application of this Clause 17 and the rights of the Finance Parties under the Finance Documents.

Access to information The Security Agent (and its nominees) may from time to time review the records held by the Agent (whether in written or electronic form) in relation to the Accounts, and the Borrower and the Collateral Owners irrevocably waive any right of confidentiality which may exist in relation to those records.

Additional Security

Application This Clause 18 shall apply only during a Post-delivery Period.

LTV Coverage

If at any time the amount of the Loan then outstanding is greater than 80% of the aggregate of (a) the Market Value of the Vessels and (b) the value of any additional security (such value to be (i) the face amount of the deposit (in the case of cash), (ii) determined conclusively by appropriate advisers appointed by the Agent acting on the instructions of the Majority Lenders (in the case of other charged assets other than a vessel), (iii) the Market Value of a vessel (in the case of a vessel), and (iv) determined by the Agent acting on the instructions of the Majority Lenders (in all other cases)) for the time being provided to the Security Agent under this Clause 18 (the “LTV Coverage”), the Borrower shall, within 30 days of the Agent’s request, at the Borrower’s option:

pay to the Security Agent or to its nominee a cash deposit in the amount of the shortfall to be secured in favour of the Security Agent as additional security for the payment of the Secured Liabilities; or

give to the Security Agent other additional security in amount and form acceptable to the Security Agent (acting on the instructions of the Majority Lenders) for a value determined in accordance with the first part of this Clause 18.2.1; or

prepay the Loan in the amount of the shortfall, such prepayment to be applied pro rata across the Tranches.

Clauses 6.2 (Reborrowing) and 7.10 (General) shall apply, mutatis mutandis, to any prepayment made under this Clause 18.2.

Provision of valuations

The Agent shall be entitled to obtain a valuation in evidence of a Market Value for the purpose of testing compliance with Clause 18.2 (LTV Coverage):

semi-annually, such valuations to be provided to the Agent at the same time that a Compliance Certificate is provided to the Agent at the end of the Group’s second and fourth financial quarter of the Group’s financial year pursuant to Clause 21.2;

on or before the Prepayment Date or the Delivery Date, if the valuation is required and if the last valuation obtained by the Agent before the Prepayment Date or Delivery Date (as the case may be) pursuant to this Clause 18.3.1 predates the Prepayment Date or the Delivery Date (as the case may be) by more than one month.

Additionally, the Agent shall, at the request of the Lenders, be entitled to obtain a valuation in evidence of a Market Value for the purpose of Clause 18.2 (LTV Coverage) at any time and each such valuation obtained shall be at the expense of the Lenders except where such valuation shows that the Borrower is not in compliance with the LTV Coverage.

If requested by the Borrower, a second Approved Shipbroker shall be selected by the Borrower and appointed by the Agent, and the relevant Market Value shall be the arithmetic average of the two valuations by the two Approved Shipbrokers. If the value contained in the higher valuation is greater than 115% of the value contained in the lower valuation, then a third valuation shall be obtained from an Approved Shipbroker selected and appointed by the Agent and the relevant Market Value shall be the arithmetic average of all three such valuations by the three Approved Shipbrokers.

The Agent may at any time after an Event of Default has occurred and is continuing obtain a valuation in evidence of a Market Value.

All valuations referred to in this Clause 18.3, except where specified in Clause 18.3.2, and all valuations to be obtained pursuant to Clause 4 (Conditions of Utilisation) shall be obtained at the cost and expense of the Borrower and the Borrower shall within five Business Days of demand by the Agent pay to the Agent the amount of all such costs and expenses.

Each valuation will be addressed to the Agent in its capacity as such and made:

without physical inspection (unless required by the Agent);

on the basis of a sale for prompt delivery for a price payable in full in cash on delivery at arm’s length on normal commercial terms between a willing buyer and a willing seller; and

without taking into account the benefit (but taking into account the burden) of any charter commitment.

Guarantee and Indemnity

Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally:

guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents;

undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

Continuing Guarantee This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

Reinstatement If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 19 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

Waiver of defences The obligations of a Guarantor under this Clause 19 will not be affected by an act, omission, matter or thing which, but for this Clause 19.4, would reduce, release or prejudice any of its obligations under this Clause 19 (without limitation and whether or not known to it or any Finance Party) including:

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

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

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

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

any amendment, novation, supplement, extension (including without limitation any extension of the repayment period of a Tranche pursuant to Clause 6.3 (Extension Option)), restatement (however fundamental and whether or not more onerous) or replacement of a Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document or other document or security;

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

any insolvency or similar proceedings.

Guarantor intent Without prejudice to the generality of Clause 19.4 (Waiver of defences), a Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension (including without limitation any extension of the repayment period of a Tranche pursuant to Clause 6.3 (Extension Option)) or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

Immediate recourse Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 19. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

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

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

hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this Clause 19.

Deferral of Guarantors’ rights Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor shall exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 19:

to be indemnified by an Obligor;

to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents;

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

to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 19.1 (Guarantee and indemnity);

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

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

Additional security This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

Subordination Each Guarantor agrees and undertakes with the Finance Parties that all claims of whatsoever nature which it has or may have at any time against any other Obligor or any of its property or assets shall rank after and be in all respects subordinate to any and all claims, whether actual or contingent, which the Finance Parties have or may have at any time against such other Obligor or any of its property or assets and that it will not without the prior written consent of the Agent (acting on the instructions of the Majority Lenders):

demand or accept payment in whole or in part of any moneys owing to it by any other Obligor;

take any steps to enforce its rights to recover any moneys owing to it by any other Obligor and more particularly (but without limitation) take or issue any judicial or other legal proceedings against any other Obligor or any of its property or assets; or

prove in the liquidation or other dissolution of any other Obligor in competition with a Finance Party.

Representations

Representations The Borrower and each Guarantor makes the representations and warranties set out in this Clause 20 to each Finance Party on the date of this Agreement, unless otherwise specified.

Status

Prior to a Permitted Re-domiciliation, the Parent is domesticated and validly existing in good standing under the laws of its Original Jurisdiction as a corporation, and the Borrower and each Collateral Owner is duly formed or, as applicable, domesticated and validly existing in good standing under the laws of its Original Jurisdiction of its incorporation or formation as a limited liability company.

On and from completion of any applicable Permitted Re-domiciliation of an Obligor, that Obligor shall be a private limited company (in the case of the Borrower and any Collateral Owner) or a public limited company (in the case of the Parent) duly incorporated and validly existing under the laws of England and Wales.

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

Binding obligations Subject to the Legal Reservations, the obligations expressed to be assumed by each Obligor in each Relevant Document to which it is, or is to be, a party are or, when entered into by it, will be legal, valid, binding and enforceable obligations and each Security Document to which an Obligor is, or will be, a party, creates or will create the Transaction Encumbrances which that Security Document purports to create and those Transaction Encumbrances are or will be valid and effective.

Non-conflict with other obligations The entry into and performance by each of the Obligors of, and the transactions contemplated by, the Relevant Documents and the granting of the Transaction Encumbrances do not and will not conflict with:

any law or regulation applicable to such Obligor;

the constitutional documents of such Obligor; or

any agreement or instrument binding upon such Obligor or any of such Obligor’s assets,

Power and authority

Each Obligor has power to enter into, perform and deliver and comply with its obligations under, and has taken all necessary action to authorise its entry into, each Relevant Document to which it is or is to be a party.

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

Validity and admissibility in evidence

All Authorisations required:

to enable each of the Obligors lawfully to enter into, exercise its rights and comply with its obligations in the Relevant Documents to which it is a party; and

to make the Relevant Documents to which any Obligor is a party admissible in evidence in its Relevant Jurisdictions; and

to ensure that each of the Transaction Encumbrances created under the Security Documents has the priority and ranking contemplated by them,

All authorisations necessary for the conduct of the business, trade and ordinary activities of each Obligor have been obtained or effected (subject to the Legal Reservations) and are in full force and effect if failure to obtain or effect those authorisations might have a Material Adverse Effect.

Governing law and enforcement Save as otherwise identified in any legal opinion identified to the Agent under Clause 4.1 (Initial conditions precedent) and subject to any Legal Reservations:

the choice of governing law of any Finance Document will be recognised and enforced in the Relevant Jurisdictions of each relevant Obligor; and

any judgment obtained in relation to any Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in the Relevant Jurisdictions of each relevant Obligor.

Insolvency No corporate action, legal proceeding or other procedure or step described in Clause 26.1.8 (Insolvency proceedings) or creditors’ process described in Clause 26.1.9 (Creditors’ process) has been taken or, to the knowledge of the Borrower or any Guarantor, threatened in relation to an Obligor; and none of the circumstances described in Clause 26.1.7 (Insolvency) applies to an Obligor.

No filing or stamp taxes Under the laws of each Obligor’s Relevant Jurisdictions it is not necessary that any Finance Document to which it is, or is to be, party be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to any such Finance Document or the transactions contemplated by the Finance Documents except any filing, recording or enrolling or any tax or fee payable in relation to any Finance Document which is referred to in any legal opinion delivered to the Agent under Clause 4 (Conditions of Utilisation) and which will be made or paid promptly after the date of the relevant Finance Document.

Deduction of Tax

None of the Obligors is required to make a Tax Deduction from any payment it may make under any Finance Document to a Lender which is:

a Qualifying Lender:

falling within paragraph (a)(i) of the definition of “Qualifying Lender”; or,

except where a Direction has been given under section 931 of the ITA in relation to the payment concerned, falling within paragraph (a)(ii) of the definition of “Qualifying Lender”; or

falling within paragraph (b) of the definition of “Qualifying Lender”; or

a Treaty Lender and the payment is one specified in a direction given by the Commissioners of Revenue & Customs under Regulation 2 of the Double Taxation Relief (Taxes on Income) (General) Regulations 1970 (SI 1970/488).

The execution or delivery or performance by any Party of the Finance Documents will not result in any Finance Party:

having any liability in respect of Tax in the relevant Approved Flag State of a Vessel during a Post-delivery Period;

having or being deemed to have a place of business in any Relevant Jurisdiction of any Obligor or (during a Post-delivery Period) a Vessel’s relevant Approved Flag State.

No default

No Default is continuing or is reasonably likely to result from the advance of any Tranche or the entry into, the performance of, or any transaction contemplated by, any of the Relevant Documents.

No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on any of the Obligors or to which its assets are subject which might have a Material Adverse Effect.

No misleading information

Any Information is true and accurate in all material respects at the time it was given or made.

There are no facts or circumstances or any other information which could make the Information incomplete, untrue, inaccurate or misleading in any material respect.

The Information does not omit anything which could make the Information incomplete, untrue, inaccurate or misleading in any material respect.

All opinions, projections, forecasts or expressions of intention contained in the Information and the assumptions on which they are based have been arrived at after due and careful enquiry and consideration and were believed to be reasonable by the person who provided that Information as at the date it was given or made.

For the purposes of this clause 20.1.11, “Information” means: any information provided by any Obligor to any of the Finance Parties in connection with the Relevant Documents or the transactions referred to in them.

Financial statements

The Original Financial Statements were prepared in accordance with GAAP or, as the case may be, IFRS consistently applied.

The audited Original Financial Statements give a true and fair view of the consolidated financial condition and results of operations of the Group during the relevant financial year.

There has been no material adverse change in its assets, business or financial conditions (or the assets, business or consolidated financial condition of the Group) since the date of the Original Financial Statements.

No proceedings No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, might be expected to have a Material Adverse Effect, have (to the best of any Obligor’s knowledge and belief) been started or threatened against any Obligor or any other member of the Group.

No breach of laws

None of the Obligors has breached any law or regulation which breach has or would reasonably be expected to have a Material Adverse Effect.

No labour dispute is current or, to the best of any Obligor’s knowledge and belief (having made due and careful enquiry), threatened against any Obligor which may have a Material Adverse Effect.

Environmental laws

No Environmental Law applicable to any Vessel and/or any Obligor has been violated in a manner or circumstances which might have, a Material Adverse Effect.

All consents, licences and approvals required under such Environmental Laws have been obtained and are currently in force.

No Environmental Claim has been made or threatened or is pending against any Obligor or any Vessel where that claim might have a Material Adverse Effect and there has been no Environmental Incident which has given, or might give, rise to such a claim.

Taxation