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Exhibit 4.15

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION HAS BEEN MARKED AS “[REDACTED]”.
Confidential
	Dated 21 July 2025
WIND KEEPER LIMITED as Borrower DNB BANK ASA KFW IPEX-BANK GMBH SPAREBANK 1 SØR-NORGE ASA as Mandated Lead Arrangers with DNB BANK ASA as Agent DNB BANK ASA as Security Agent THE BANKS AND FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1 as Original Lenders guaranteed by CADELER A/S and others
FACILITY AGREEMENT FOR A GREEN TERM LOAN FACILITY of up to €125,000,000

1

THIS AGREEMENT is dated 21 July 2025 and made between:

(1)WIND KEEPER LIMITED details of which are specified in Schedule 1 (The original parties) as

borrower (the Borrower);

(2)CADELER A/S details of which are specified in Schedule 1 (The original parties) as guarantor

(Guarantor A);

(3)CADELER INTERNATIONAL LIMITED details of which are specified in Schedule 1 (The

original parties) as guarantor (Guarantor B);

(4)CADELER HOLDINGS LIMITED details of which are specified in Schedule 1 (The original

parties) as guarantor (Guarantor C);

(5)CADELER UK LIMITED details of which are specified in Schedule 1 (The original parties) as

guarantor (Guarantor D, and together with Guarantor A, Guarantor B and Guarantor C, the

Original Guarantors);

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

(7)DNB BANK ASA as green loan advisor (the Green Loan Advisor);

(8)DNB BANK ASA, KFW IPEX-BANK GMBH and SPAREBANK 1 SØR-NORGE ASA as

mandated lead arrangers (whether acting individually or together, the Arrangers);

(9)THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 (The original parties) as

hedging providers (the Original Hedging Providers);

(10)THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 (The original parties) as

lenders (the Original Lenders);

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

Agent); and

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

Agent).

IT IS AGREED as follows:

Section 1 -  Interpretation

1Definitions and interpretation

1.1Definitions

In this Agreement and (unless otherwise defined in the relevant Finance Document) the other

Finance Documents:

Acceptable Bank means:

(a)a bank or financial institution which has a rating for its long-term unsecured and non

credit-enhanced debt obligations of “A-” or higher by Standard & Poor's Rating Services

or Fitch Ratings Ltd or “Baa1” or higher by Moody's Investor Services Limited or a

comparable rating from another internationally recognised credit rating agency; or

(b)any other bank or financial institution approved by the Majority Lenders,

and which is approved by the Borrower.

Accession Deed means a document substantially in the form set out in Schedule 7 (Form of

Accession Deed).

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Account means any bank account, deposit or certificate of deposit opened, made or

established in accordance with clause 29 (Bank accounts).

Account Bank means, in relation to any Account, the bank or financial institution specified as

such in Schedule 1 (The original parties), any Lender, or another bank or financial institution

approved by the Majority Lenders at the request of the Borrower.

Account Holder(s) means, in relation to any Account, each Obligor in whose name that

Account is held.

Account Security means, in relation to an Account, a deed or other instrument executed by the

relevant Account Holder(s) in favour of the Security Agent or any other Finance Party in an

agreed form conferring a Security Interest over that Account.

Accounting Reference Date means 31 December or such other date as may be approved by

the Majority Lenders.

Additional Guarantor means a legal entity which becomes or is to become a guarantor under

this Agreement (on a joint and several basis with the Original Guarantors and any other

Guarantor) in accordance with, and defined as such in, clause 35.5 (Additional Guarantors) and

Additional Guarantors means any or all of them.

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of

that person or any other Subsidiary of that Holding Company.

Agent includes any person who may be appointed as such under the Finance Documents and

includes any separate trustee or co-trustee appointed under clause 37.8 (Additional trustees).

Ancillary Commencement Date means, in relation to an Ancillary Facility, the date on which

that Ancillary Facility is first made available, which date shall be a Business Day within the

Ancillary Facility Availability Period.

Ancillary Commitment means, in relation to an Ancillary Lender and an Ancillary Facility, the

maximum amounts in euro (or the equivalent in euro of any other currency) which that Ancillary

Lender has agreed (whether or not subject to satisfaction of conditions precedent) to make

available from time to time under an Ancillary Facility in accordance with the terms of clause 6

(Ancillary Facilities), to the extent that amount is not cancelled or reduced under this Agreement

or the Ancillary Documents relating to that Ancillary Facility.

Ancillary Document means each document relating to or evidencing the terms of an Ancillary

Facility.

Ancillary Facility means any ancillary facility made available by an Ancillary Lender in

accordance with clause 6 (Ancillary Facilities) and Ancillary Facilities means any or all of

them.

Ancillary Facility Availability Period means, in relation to an Ancillary Facility, the period

starting on the Utilisation Date and ending on the earlier of (a) the Final Repayment Date under

this Agreement and (b) the date specified as such in the relevant Ancillary Facility.

Ancillary Lender means each Lender which makes available an Ancillary Facility in accordance

with clause 6 (Ancillary Facilities) and Ancillary Lenders means any or all of them.

Ancillary Outstandings means, at any time, in relation to an Ancillary Lender and an Ancillary

Facility then in force, the aggregate of the equivalents (as calculated by that Ancillary Lender) in

euro of the face amount of each guarantee, bond and letter of credit under that Ancillary Facility,

as determined by such Ancillary Lender, acting reasonably in accordance with its normal

banking practice and in accordance with the relevant Ancillary Document.

Annex VI means Annex VI of the Protocol of 1997 (as subsequently amended from time to time)

to amend the International Convention for the Prevention of Pollution from Ships 1973

(MARPOL), as modified by the Protocol of 1978 relating thereto.

Anti-Corruption Laws means any laws, rules and regulations of any jurisdiction, concerning

bribery or corruption, including (without limitation):

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

(b)the U.K. Bribery Act 2010; and

(c)sections 387 – 389 (combined with Section 15) of the Norwegian Penal Code of 2005.

Anti-Money Laundering Laws means any laws, rules and regulations relating to money

laundering or terrorist financing, including (without limitation), the anti-money laundering

provisions and anti-terrorism financing included in sections 337 – 341 (combined with Section

15) and sections 135 and 136 (combined with Section 15) of the Norwegian Penal Code of

2005.

Approved Flag State means Denmark, Norway, the Republic of Cyprus, the Republic of

Panama, the United Kingdom, the Marshall Islands, Liberia or any other flag state approved by

the Majority Lenders.

Approved Shareholder means any legal entity (other than the Borrower or the Original

Guarantors) which:

(a)is a wholly-owned direct or indirect Subsidiary of Guarantor C; and

(b)is incorporated, registered or formed under the laws of a jurisdiction in all respects

acceptable to all the Lenders.

Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the

recovery and resolution of credit institutions and investment firms.

Auditors means EY Godkendt Revisionspartnerselskab or any other “Big Four” accounting firm

appointed by Guarantor A or, as applicable, on and from the Share Exchange Completion, UK

ListCo to act as its or their statutory auditors.

Authorisation means any authorisation, consent, concession, approval, resolution, licence,

exemption, filing, notarisation or registration.

Available Commitment means a Lender's Commitment minus the amount of its participation in

the Loan.

Balloon Instalment shall have, in respect of the Loan, the meaning given to it in clause 7.2

(Scheduled repayment of Facility).

Bail-In Action means the exercise of any Write-down and Conversion Powers.

Bail-In Legislation means:

(a)in relation to an EEA Member Country which has implemented, or which at any time

implements, Article 55 BRRD, the relevant implementing law or regulation as described in

the EU Bail-In Legislation Schedule from time to time;

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

(c)in relation to any other state other than such an EEA Member Country and the United

Kingdom, any analogous law or regulation from time to time which requires contractual

recognition of any Write-down and Conversion Powers contained in that law or regulation.

Bareboat Charter means a bareboat charter for the Ship between the Borrower as owner and a

Bareboat Charterer as charterer in the agreed form (and includes the Initial Bareboat Charter

and a JV Bareboat Charter) and Bareboat Charters means any or all of them.

Bareboat Charterer means Guarantor A, Guarantor D or any other Group Member which

becomes a bareboat charterer under a Bareboat Charter of the Ship pursuant to the terms of

clause 24.8 (Chartering).

Basel Accords means the Basel II Accord, the Basel III Accord and Reformed Basel III.

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Basel Regulation means either a Basel II Regulation or a Basel III Regulation.

Basel II Accord means the "International Convergence of Capital Measurement and Capital

Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in

June 2004 as updated prior to, and in the form existing on, the date of this Agreement, excluding

any amendment thereto arising out of the Basel III Accord or Reformed Basel III.

Basel II Approach means, in relation to any Finance Party, either the Standardised Approach or

the relevant Internal Ratings Based Approach (each as defined in the Basel II Regulations

applicable to such Finance Party) adopted by that Finance Party (or any of its Affiliates) for the

purposes of implementing or complying with the Basel Accords.

Basel II Regulation means:

(a)any law or regulation in force as at the date hereof implementing the Basel II Accord

(including the relevant provisions of CRR) to the extent only that such law or regulation

re-enacts and/or implements the requirements of the Basel II Accord but excluding any

provision of such law or regulation implementing the Basel III Accord or Reformed Basel

III; and

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

Basel III Accord means, together:

(a)the agreements on capital requirements, a leverage ratio and liquidity standards

contained in “Basel III: A global regulatory framework for more resilient banks and banking

systems”, “Basel III: International framework for liquidity risk measurement, standards and

monitoring” and “Guidance for national authorities operating the countercyclical capital

buffer” published by the Basel Committee on Banking Supervision in December 2010,

each as amended, supplemented or restated;

(b)the rules for global systemically important banks contained in “Global systemically

important banks: assessment methodology and the additional loss absorbency

requirement - Rules text” published by the Basel Committee on Banking Supervision in

November 2011, as amended, supplemented or restated; and

(c)any further guidance or standards published by the Basel Committee on Banking

Supervision relating to “Basel III”, including Reformed Basel III.

Basel III Increased Cost means an Increased Cost which is attributable to the implementation

or application of or compliance with any Basel III Regulation (whether such implementation,

application or compliance is by a government, regulator, Finance Party or any of its Affiliates)

and includes a CRR Increased Cost.

Basel III Regulation means any law or regulation implementing the Basel III Accord (including

the relevant provisions of CRR) save to the extent that such law or regulation re-enacts a Basel

II Regulation.

Break Costs means the amount (if any) by which:

(a)the interest (excluding the Margin) which a Lender should have received for the period

from the date of receipt of all or any part of its participation in the Loan or any relevant

part of it or Unpaid Sum to the last day of the current Interest Period in respect of the

Loan or any relevant part of it or Unpaid Sum, had the principal amount or Unpaid Sum

received been paid on the last day of that Interest Period;

exceeds:

(b)the amount which that Lender would be able to obtain by placing an amount equal to the

relevant principal amount or Unpaid Sum received by it on deposit with a leading bank for

a period starting on the Business Day following receipt or recovery and ending on the last

day of that Interest Period.

Business Day means a day (other than a Saturday or Sunday) on which banks are open for

general business in Copenhagen, London, Frankfurt am Main, New York and Oslo, and (in

relation to any date for payment or purchase of euro) any TARGET Day.

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BW Group means BW Altor Pte. Ltd. of the Republic of Singapore and its Subsidiaries from

time to time.

Change of Control occurs if, at any time and without the prior written approval of all the

Lenders:

(a)the Borrower ceases to be a wholly-owned direct Subsidiary of Guarantor B, unless

(subject to the proviso at the end of this definition) the Borrower has become a wholly-

owned direct Subsidiary of an Approved Shareholder or Guarantor C; or

(b)the Borrower or Guarantor B ceases to be a wholly-owned direct or indirect Subsidiary of

Guarantor C; or

(c)the Borrower that (subject to the proviso at the end of this definition) has become a

wholly-owned direct Subsidiary of an Approved Shareholder or Guarantor C pursuant to

paragraph (a) above ceases to be a wholly-owned direct Subsidiary of that Approved

Shareholder or Guarantor C, unless (subject to the proviso at the end of this definition)

the Borrower has become a wholly-owned direct Subsidiary of another Approved

Shareholder or, as the case may be, Guarantor C; or

(d)any Approved Shareholder that (subject to the proviso at the end of this definition) owns

shares in the Borrower ceases to be a wholly-owned direct or indirect Subsidiary of

Guarantor C; or

(e)on and following the Share Exchange Completion and prior to the completion of the

Squeeze Out, UK ListCo ceases to be the direct shareholder of at least 90 per cent. of the

issued and outstanding voting share capital (excluding shares held in treasury by

Guarantor A) in Guarantor A; or

(f)Guarantor B ceases to be a direct wholly-owned Subsidiary of Guarantor C unless

(subject to the proviso at the end of this definition) Guarantor B has become a wholly-

owned direct Subsidiary of an Approved Shareholder; or

(g)on and following the Transfer of Guarantor A, Guarantor A ceases to be a wholly-owned

direct Subsidiary of Guarantor C unless (subject to the proviso at the end of this

definition) Guarantor A has become a wholly-owned direct Subsidiary of an Approved

Shareholder; or

(h)prior to the Guarantor C Acquisition, Guarantor C ceases to be a direct wholly-owned

Subsidiary of Guarantor A; or

(i)on and following the Guarantor C Acquisition, Guarantor C ceases to be a wholly-owned

direct Subsidiary of UK ListCo; or

(j)Guarantor D ceases to be a direct wholly-owned Subsidiary of Guarantor B unless

(subject to the proviso at the end of this definition) Guarantor D has become a wholly-

owned direct Subsidiary of an Approved Shareholder; or

(k)Guarantor A (at any time prior to the Guarantor C Acquisition) or UK ListCo (on and

following the Guarantor C Acquisition) ceases to have the right or ability to control the

affairs, or the composition of the majority of the board of directors, of the Borrower and/or

Guarantor C and/or any Bareboat Charterer, and/or any Approved Shareholder that

(subject to the proviso at the end of this definition) owns shares in the Borrower and/or

any Bareboat Charterer; or

(l)any Bareboat Charterer ceases to be Guarantor A, Guarantor D or a direct or indirect

(and wholly-owned, unless it is a Bareboat Charterer under a JV Bareboat Charter)

Subsidiary of, prior to the Guarantor C Acquisition, Guarantor A or, on and from the

Guarantor C Acquisition, Guarantor C; or

(m)any person or group of persons acting in concert (other than Swire Pacific, Scorpio Group

or the BW Group) hold legally and beneficially more than 25% of either (i) the issued and

outstanding share capital and/or (ii) the issued and outstanding voting share capital, of,

prior to the Share Exchange Completion, Guarantor A or, on and following the Share

Exchange Completion, UK ListCo,

Provided however that it shall not constitute a Change of Control under:

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(i)paragraphs (a) or (c) above, if, in the case of a transfer of all (but not part of) the

shares and/or voting shares in the Borrower from Guarantor B to an Approved

Shareholder under paragraph (a) above, or between Approved Shareholders under

paragraph (c) above; or

(ii)paragraph (f) above, if, in the case of a transfer of all (but not part of) the shares

and/or voting shares in Guarantor B from Guarantor C to an Approved Shareholder

under paragraph (f) above; or

(iii)paragraph (g) above, if, on and following the Transfer of Guarantor A, in the case of

a transfer of all (but not part of) the shares and/or voting shares in Guarantor A

from Guarantor C to an Approved Shareholder under paragraph (g) above; or

(iv)paragraph (j) above, if, in the case of a transfer of all (but not part of) the shares

and/or voting shares in Guarantor D from Guarantor B to an Approved Shareholder

under paragraph (j) above; or,

(v)at the time of such transfer:

(i)such Approved Shareholder has delivered to all Finance Parties any “know your

customer” and other similar documents as required by any of them and the relevant

Finance Parties are satisfied with the same and their relevant internal checks; and

(ii)such Approved Shareholder becomes an Additional Guarantor pursuant to the

terms of clause 35.5 (Additional Guarantors) and grants a Security Interest over the

shares of the Borrower which it acquires or is to acquire on terms materially similar

to the relevant Share Security and in agreed form (which shall constitute Finance

Documents), together with any documents and evidence of the type referred to in

Schedule 3 (Conditions precedent) in respect of such Security Interest and the

Approved Shareholder; and

(iii)the Parties have entered into such other amendments and documents (including

any amendment to this Agreement) as the Agent (acting reasonably) may require in

respect of the above matters (at the cost and expense of the Borrower); and

(iv)the entry by such Approved Shareholder into any of the above documents does not

otherwise constitute a Default nor would otherwise cause or result in an Event of

Default (and the Obligors’ Agent has confirmed the same in writing to the Agent).

Charged Property means all of the assets of the Obligors which from time to time are, or are

expressed or intended to be, the subject of the Transaction Security.

Charter means, in relation to the Ship, any charter commitment (other than a Bareboat Charter),

which is entered into during the Facility Period between (a) either the Borrower or the Bareboat

Charterer as disponent owner; and (b) any person (other than a Bareboat Charterer or any

Group Member or any Affiliate of any of them) as charterer or counterparty of the Borrower or

(as applicable) such Bareboat Charterer thereunder, and which is capable of lasting in excess of

12 months (without taking into account any options to extend or renew contained therein), and it

includes the Initial Charter, and Charters means any or all of them.

Charter Documents means, in relation to the Ship and a Charter, any documents

supplementing it and any Charter Guarantee.

Charter Guarantee means, in relation to the Ship and a Charter, any guarantee or security

given by any person for the relevant Charterer’s obligations under it.

Charter Guarantor means, in relation to the Ship and a Charter, the guarantor or counterparty

of the Borrower or Bareboat Charterer under the Charter Guarantee for that Charter.

Charterer means, in relation to a Charter, the charterer or counterparty of the Borrower or

Bareboat Charterer under that Charter (and it includes the Initial Charterer).

Classification means an appropriate classification available to vessels of this type (being on

the date of this Agreement the classification specified in respect of the Ship in Schedule 2 (Ship

information)) with the relevant Classification Society selected by the Borrower.

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Classification Society means the classification society specified in Schedule 2 (Ship

information), Lloyd’s Register, American Bureau of Shipping or Bureau Veritas or another

classification society (being a member of the International Association of Classification Societies

(IACS) or, if such association no longer exists, any similar association nominated by the Agent)

approved by the Majority Lenders as its Classification Society, at the request of the Borrower.

Code means the US Internal Revenue Code of 1986, as amended.

Commitment means:

(a)in relation to an Original Lender, the amount set opposite its name under the heading

"Commitment" in Schedule 1 (The original parties) and the amount of any other

Commitment assigned to it under this Agreement; and

(b)in relation to any other Lender, the amount of any Commitment assigned to it under this

Agreement,

to the extent not cancelled, reduced or assigned by it under this Agreement.

Compliance Certificate means a certificate substantially in the form set out in Schedule 9

(Form of Compliance Certificate) or otherwise approved.

Confirmation shall have, in relation to any Hedging Transaction, the meaning given to that term

in the relevant Hedging Master Agreement.

Confidential Information means all information relating to an Obligor, the Group, the

Transaction Documents or the Facility of which a Finance Party becomes aware in its capacity

as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in

relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the

Facility from either:

(a)any Group Member or any of its advisers; or

(b)another Finance Party, if the information was obtained by that Finance Party directly or

indirectly from any Group Member or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any

other way of representing or recording information which contains or is derived or copied from

such information but excludes:

(i)information that:

(A)is or becomes public information other than as a direct or indirect result of

any breach by that Finance Party of clause 51 (Confidential Information); or

(B)is identified in writing at the time of delivery as non-confidential by any Group

Member or any of its advisers; or

(C)is known by that Finance Party before the date the information is disclosed to

it in accordance with paragraphs (a) or (b) above or is lawfully obtained by

that Finance Party after that date, from a source which is, as far as that

Finance Party is aware, unconnected with the Group and which, in either

case, as far as that Finance Party is aware, has not been obtained in breach

of, and is not otherwise subject to, any obligation of confidentiality; and

(ii)any Funding Rate or Reference Bank Quotation.

Confidentiality Undertaking means a confidentiality undertaking substantially in the form

recommended by the Loan Market Association.

Constitutional Documents means, in respect of an Obligor, such Obligor's memorandum and

articles of association, by-laws or other constitutional documents including as referred to in any

certificate relating to an Obligor delivered pursuant to Schedule 3 (Conditions precedent).

Corrective Action Plan or CAP means a plan produced by the Borrower specifying the

corrective actions (including the timing(s) and responsibility for such action(s)) being taken or

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proposed to be taken in order to remedy or mitigate all adverse consequences caused by an

Environmental Incident, Social Incident, Environmental Claim, Social Claim, or IMO Code Claim,

as may be amended or updated from time to time.

CRR means either CRR-EU or, as the context may require, CRR-UK.

CRR-EU means regulation 575/2013 of the European Union on prudential requirements for

credit institutions and investment firms and regulation 2019/876 of the European Union

amending Regulation (EU) No 575/2013 and all delegated and implementing regulations

supplementing that Regulation.

CRR Increased Cost means an Increased Cost which is attributable to the implementation or

application of or compliance with the CRR (whether such implementation, application or

compliance is by a government, regulator, Finance Party or any of its Affiliates).

CRR-UK means CRR-EU as amended and transposed into the laws of the United Kingdom by

the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement)

Act 2020 and as amended by the Capital Requirements (Amendment) (EU Exit) Regulations

2019.

CTA means the Corporation Tax Act 2009.

Debt Purchase Transaction means, in relation to a person, a transaction where such person:

(a)purchases by way of assignment or transfer;

(b)enters into any sub-participation in respect of; or

(c)enters into any other agreement or arrangement having an economic effect substantially

similar to a sub-participation in respect of,

any Commitment or amount outstanding under the Loan under this Agreement.

Declassification Date means the date on which the Agent (acting on the instructions of the

Majority Lenders) exercises its right to declassify the Loan as a "green loan" in accordance with

paragraph (a) of clause 23.14 (Declassification Event).

Declassification Event means:

(a)the Agent receives a Declassification Request from the Borrower;

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

(c)the Borrower fails to comply with the requirements of clause 21.14 (Green Loan

Compliance Certificate and Green Loan Report), unless the failure to comply is capable of

remedy and it is remedied within 10 Business Days of the earlier of (i) the Agent giving

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

Declassification Request means a notice signed by the Borrower requesting that the Loan is

no longer to be classified as a “green loan” for the purposes of the “Green Loan Provisions”.

Such notice shall:

(a)be signed by a director of the Borrower;

(b)state the proposed Declassification Date; and

(c)set out in reasonable detail the green loan related information demonstrating why the

Loan should no longer be a “green loan”.

Deed of Covenant means, if the Mortgage is in account current form and where it is customary

to grant a deed of covenant, a first priority deed of covenant in respect of the Ship by the

Borrower in favour of the Security Agent in the agreed form.

Default means an Event of Default or any event or circumstance specified in clause 32 (Events

of Default) which would (with the expiry of a grace period, the giving of notice, the making of any

9

determination under the Finance Documents or any combination of any of the foregoing) be an

Event of Default.

Defaulting Lender means any Lender:

(a)which has failed to make its participation in the Loan available (or has notified the Agent

or the Borrower (which has notified the Agent) that it will not make its participation in the

Loan available) by the Utilisation Date in accordance with clause 5.4 (Lenders'

participation);

(b)which has otherwise rescinded or repudiated a Finance Document; or

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

unless, in the case of paragraph (a) above:

(i)its failure to pay is caused by:

(A)administrative or technical error; or

(B)a Disruption Event; and,

payment is made within three Business Days of its due date; or

(ii)the Lender is disputing in good faith whether it is contractually obliged to make the

payment in question.

Delegate means any delegate, agent, attorney, additional trustee or co-trustee appointed by the

Security Agent.

Deloitte Report means the Project Albion Draft Extract Strawman Report dated 8 May 2025.

Disposal Repayment Date means in relation to:

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

(b)a sale of the Ship by the Borrower, the date upon which such sale is completed by the

transfer of title to the purchaser in exchange for payment of all or part of the relevant

purchase price (and upon or immediately prior to such completion).

Disruption Event means either or both of:

(a)a material disruption to those payment or communications systems or to those financial

markets which are, in each case, required to operate in order for payments to be made in

connection with the Facility (or otherwise in order for the transactions contemplated by the

Finance Documents to be carried out) which disruption is not caused by, and is beyond

the control of, any of the Parties; or

(b)the occurrence of any other event which results in a disruption (of a technical or systems-

related nature) to the treasury or payments operations of a Party preventing that, or any

other Party:

(i)from performing its payment obligations under the Finance Documents; or

(ii)from communicating with other Parties in accordance with the terms of the Finance

Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose

operations are disrupted.

Earnings means, in relation to the Ship and a person, all money at any time payable to that

person for or in relation to the use or operation of the Ship including freight, hire and passage

moneys, money payable to that person for the provision of services by or from the Ship or under

any charter commitment, requisition for hire compensation, remuneration for salvage and

towage services, demurrage and detention moneys and damages for breach and payments for

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termination or variation of any charter commitment and contributions of any nature whatsoever

in respect of general average (including all moneys payable to the Borrower and/or a Bareboat

Charterer of the Ship under any Charter, Charter Guarantee or Bareboat Charter in respect of

the Ship, respectively).

Earnings Account means any account with an Account Bank which is defined as such in any

Account Security or which is designated as an "Earnings Account" under clause 29 (Bank

accounts).

EBITDA has the meaning given to that term in clause 22.2 (Financial definitions).

EEA Member Country means any member state of the European Union, Iceland, Liechtenstein

and Norway.

Eligible Institution means any Lender or other bank, financial institution, trust, fund or other

entity selected by the Borrower and which, in each case, is not a Group Member.

Environmental Approval means any permit, license, consent, approval and other

authorisations required under any Environmental Law.

Environmental Claim means any claim or proceeding by any person or company or any formal

notice, whether in respect to any investigation by relevant public authorities or otherwise which

has been commenced against any Obligor or the Ship in respect of (i) any material breach of or

material non-conformity with Environmental Law or (ii) any material breach of or material non-

conformity with or a revocation or suspension of an Environmental Approval.

Environmental Incident means any spill, release or discharge of Environmentally Sensitive

Material which is capable of materially polluting the environment in circumstances where:

(a)a Fleet Vessel or its owner, operator or manager is involved; and/or

(b)any Obligor is reasonably expected to be liable for Environmental Claims arising from

such spill, release or discharge (other than Environmental Claims arising and fully

satisfied before the date of this Agreement).

Environmental Law means any applicable law, regulation, convention or treaty, judgment, order

or any other executive or legislative measure or act having the force of law in any jurisdiction in

which any Obligor conducts business and which relates to the pollution or protection of, or the

prevention of harm or damage to, the environment, including, without limitation, the

manufacturing, generation, processing, distribution, use, treatment, storage, disposal, transport

or handling of Environmentally Sensitive Material.

Environmentally Sensitive Material means and includes all contaminants, oil, oil products,

toxic substances and any other substance (including any chemical, gas or other hazardous or

noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous.

EU Bail-In Legislation Schedule means the document described as such and published by the

Loan Market Association (or any successor person) from time to time.

EU Ship Recycling Regulation means Regulation (EU) No 1257/2013 of the European

Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation

(EC) No 1013/2006 and Directive 2009/16/EC (Text with EEA relevance).

EURIBOR means, in relation to the Loan or any part of it and any Unpaid Sum:

(a)the applicable Screen Rate as of 11:00 a.m. (Brussels time) on the relevant Quotation

Day for a period equal in length to the Interest Period of the Loan or relevant part of it or

Unpaid Sum; or

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

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

Event of Default means any event or circumstance specified as such in clause 32 (Events of

Default).

11

Existing Facilities Agreement means the facilities agreement dated 22 May 2025 made

between, amongst others, the Borrower as borrower and DNB Bank ASA as agent, in relation to

loan facilities of up to €150,000,000 for the purpose of financing the acquisition cost of the Ship.

Existing Indebtedness means, together, at any relevant time, the aggregate amount of

principal, interest and all other amounts outstanding and owing by the Borrower or any other

Obligor under the Existing Facilities Agreement or related Finance Documents (as such term is

defined in the Existing Facilities Agreement).

External Reviewer means S&P Global or any replacement external reviewer being a member

firm of Deloitte, Ernst & Young Global Limited, KPMG International Limited,

PricewaterhouseCoopers International Limited or DNV or any other person approved by the

Majority Lenders as may be appointed from time to time by Guarantor A (up to the Share

Exchange Completion) or UK ListCo (on and from the Share Exchange Completion), provided

that any such replacement is:

(a)an independent professional services firm, environmental consultancy firm or ratings

agency which is regularly engaged in the application and monitoring of ESG standards

and ESG calculation methodologies; and

(b)not an Affiliate of an Obligor.

Facility means the term loan facility made available under this Agreement as described in

clause 2 (The Facility).

Facility Office means:

(a)in respect of a Lender, the office or offices notified by that Lender to the Agent in writing

on or before the date it becomes a Lender (or, following that date, by not less than

five Business Days' written notice) as the office or offices through which it will perform its

obligations under this Agreement; or

(b)in respect of any other Finance Party, the office in the jurisdiction in which it is resident for

Tax purposes.

Facility Period means the period from and including the date of this Agreement to and including

the date on which the Total Commitments have reduced to zero and all indebtedness of the

Obligors under the Finance Documents has been irrevocably and unconditionally and

discharged in full.

FATCA means:

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

(b)any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental

agreement between the US and any other jurisdiction, which (in either case) facilitates the

implementation of any law or regulation referred to in paragraph (a) above; or

(c)any agreement pursuant to the implementation of any treaty, law or regulation referred to

in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government

or any governmental or taxation authority in any other jurisdiction.

FATCA Application Date means:

(a)in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code

(which relates to payments of interest and certain other payments from sources within the

US), 1 July 2014; or

(b)in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling

within paragraph (a) above, the first date from which such payment may become subject

to a deduction or withholding required by FATCA.

FATCA Deduction means a deduction or withholding from a payment under a Finance

Document required by FATCA.

12

FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA

Deduction.

FATCA FFI means a foreign financial institution as defined in section 1471(d)(4) of the Code

which could be required to make a FATCA Deduction.

Fee Letters means any letters entered into between (a) any Finance Parties and (b) any

Obligors by reference to this Agreement in relation to any fees payable to any Finance Parties

and Fee Letter means any one of them.

Final Repayment Date means, subject to clause 44.7 (Business Days), the date falling 60

Months after the Utilisation Date.

Finance Documents means this Agreement, any Accession Deed, any Ancillary Document, any

Compliance Certificate, any Green Loan Compliance Certificate, any Fee Letter, the Utilisation

Request, any Quiet Enjoyment Agreement in relation to the Ship, the Security Documents, any

Transfer Certificate, any Hedging Contracts, any Hedging Master Agreement and any other

document designated as such by the Agent and the Borrower.

Finance Party means the Agent, the Security Agent, any Arranger, the Bookrunner, the Green

Loan Advisor, any Hedging Provider, a Lender or any Ancillary Lender.

Financial Indebtedness means any indebtedness for or in respect of:

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

(b)any acceptance under any acceptance credit or bill discounting facility (or dematerialised

equivalent);

(c)any note purchase facility or the issue of bonds, notes, debentures, loan stock or any

similar instrument;

(d)the amount of any liability in respect of any lease or hire purchase contract which would,

in accordance with IFRS, be treated as a finance or capital lease;

(e)receivables sold or discounted (other than any receivables to the extent they are sold on

a non-recourse basis and meet any requirement for de-recognition under IFRS);

(f)any Treasury Transaction (and, when calculating the value of that Treasury Transaction,

only the marked to market value (or, if any actual amount is due as a result of the

termination or close-out of that Treasury Transaction, that amount) shall be taken into

account);

(g)any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or

documentary letter of credit or any other instrument issued by a bank or financial

institution;

(h)any amount raised by the issue of shares which are redeemable (other than at the option

of the issuer) before the Final Repayment Date or are otherwise classified as borrowings

under IFRS;

(i)any amount of any liability under an advance or deferred purchase agreement if (i) one of

the primary reasons behind entering into the agreement is to raise finance or to finance

the acquisition or construction of the asset or service in question or (ii) the agreement is in

respect of the supply of assets or services and payment is due more than 180 days after

the date of supply;

(j)any amount raised under any other transaction (including any forward sale or purchase,

sale and sale back or sale and leaseback agreement) of a type not referred to in any

other paragraph of this definition having the commercial effect of a borrowing or otherwise

classified as borrowings under IFRS; and

(k)the amount of any liability in respect of any guarantee or indemnity for any of the items

referred to in paragraphs (a) to (j) above.

13

Financial Year means the annual accounting period of the Group ending on or about the

Accounting Reference Date in each year.

First Repayment Date means, subject to clause 44.7 (Business Days), the date falling three

Months after the Utilisation Date.

Flag State means, in relation to the Ship, (i) the country specified in Schedule 2 (Ship

information), (ii) any other Approved Flag State in which the Ship is, or is to be, registered at the

request of the Borrower, subject to the provisions of paragraph (b) of clause 24.2 (Ship’s name

and registration) or (iii) such other state or territory as may be approved by the Majority Lenders

at the request of the Borrower (such approval or, where such state or territory is not approved by

the Majority Lenders, such rejection, not to be unreasonably delayed), subject to the provisions

of paragraph (b) of clause 24.2 (Ship’s name and registration) as being the “Flag State” of the

Ship for the purposes of the Finance Documents.

Fleet Vessel means the Ship and any other vessel owned, operated, managed or crewed by

any Group Member.

Funding Rate means any individual rate notified by a Lender to the Agent pursuant to

paragraph (a)(ii) of clause 12.4 (Cost of funds).

General Assignment means in relation to the Ship and each Bareboat Charterer, a first

assignment of its interest in the Ship's Insurances, Earnings (including Earnings under any

Charter and any Charter Guarantee for the Ship, if and to the extent it would not constitute a

breach of the relevant Charter or Charter Guarantee (as applicable) for the Ship (unless clause

24.8(e)(ii) applies)), Requisition Compensation and, subject to the terms of clause 24.8(e)(ii) in

relation to a Charter, the Charter Documents for such Charter, and, in the case of the Borrower

only, any Bareboat Charter for the Ship, one such assignment executed by the Borrower and

each Bareboat Charterer of the Ship in favour of the Security Agent or any other Finance Party

in the agreed form.

GHG Protocol means the Greenhouse Gas Protocol: A Corporate Accounting and Reporting

Standard, Revised Edition 2015, published by the World Business Council for Sustainable

Development and the World Resources Institute, as updated from time to time.

GLP means the Green Loan Principles together with the "Guidance on Green Loan Principles",

published on 23 February 2023 by the Loan Market Association (LMA), the Loan Syndications

and Trading Association (LSTA) and the Asia Pacific Loan Market Association (APLMA) and the

accompanying guidance in force as at the date of this Agreement.

Green Asset Criteria means, at any relevant time:

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

(b)not more than 5% of the aggregate combined annual turnover of the Borrower attributable

to the Green Assets (as shown in the then most recent audited annual financial

statements of the Borrower delivered pursuant to clause 21.3 (Financial statements)) is

derived from non-offshore renewable energy activities; and

(c)the aggregate market value of the Green Assets (as most recently determined by

valuations obtained in accordance with clause 27 (Minimum Security Value)) is equal to

or exceeds the outstanding amount of the Green Loan,

save that paragraphs (b) and (c) shall not apply for the purposes of a Pre-Utilisation Green Loan

Compliance Certificate provided pursuant to clause 10.2(b) (Green Loan Margin Adjustment).

Green Assets means the Ship for as long as it falls within "green project categories" as defined

in the Green Finance Framework.

Green Finance Framework means the green finance framework dated December 2023 and

prepared by Guarantor A on sustainability reporting.

Green Finance Second Party Opinion means the green finance second party opinion dated 1

December 2023 and issued by the External Reviewer as the same may be updated or amended

from time to time to confirm, inter alia, the alignment of the Green Finance Framework with the

GLP.

14

Green Loan means the outstanding amount of the Loan until a Declassification Event occurs

and is continuing.

Green Loan Compliance Certificate means a certificate substantially in the form set out in

Schedule 10 (Form of Green Loan Compliance Certificate) delivered pursuant to clause 21.14

(Green Loan Compliance Certificate and Green Loan Report) (and it also includes a Pre-

Utilisation Green Loan Compliance Certificate).

Green Loan Compliance Certificate Inaccuracy has the meaning given to it in clause 21.15

(Green Loan Compliance Certificate Inaccuracy).

Green Loan Information means all information which has been:

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

(b)approved by any Group Member,

solely in connection with, and to the extent it relates to, any Green Loan Compliance Certificate

or any Green Loan Report,

Green Loan Provisions means each of paragraph (g) of clause 20.8 (No misleading

information), clause 21.14 (Green Loan Compliance Certificate and Green Loan Report) to

clause 21.16 (Green Loan Information) (inclusive), clause 23.14 (Declassification Event) and

clause 23.15 (Green Loan publicity).

Green Loan Report has the meaning given to that term in clause 21.14 (Green Loan

Compliance Certificate and Green Loan Report).

Group means:

(a)on and from the date of this Agreement and up until the Share Exchange Completion,

Guarantor A; and

(b)on and from the date of the Share Exchange Completion and until the end of the Facility

Period, UK ListCo,

(c)and, in each case, its Subsidiaries for the time being and, for the purposes of clause 21.3

(Financial statements) and clause 22 (Financial covenants), any other entity required to

be treated as a subsidiary in its consolidated accounts in accordance with IFRS and/or

any applicable law.

Group Member means any Obligor and any other entity which is part of the Group.

Guarantee means the obligations of the Guarantors under clause 19 (Guarantee and

indemnity).

Guarantor means an Original Guarantor or an Additional Guarantor which has become a

guarantor under this Agreement pursuant to clause 35.5 (Additional Guarantors) and

Guarantors means any or all of them.

Guarantor Affiliate means any Guarantor and each of its Affiliates, any trust of which such

Guarantor or any of its Affiliates is a trustee, any partnership of which such Guarantor or any of

its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the

control of, such Guarantor or any of its Affiliates.

Guarantor C Acquisition means the acquisition by UK ListCo of 100% of the share capital of

Guarantor C from Guarantor A, which will follow the Share Exchange Completion and the

completion of the Squeeze Out.

Hedging Contract means any Hedging Transaction between the Borrower and any Hedging

Provider pursuant to any Hedging Master Agreement and includes any Hedging Master

Agreement and any Confirmations from time to time exchanged under it and governed by its

terms relating to that Hedging Transaction and any contract in relation to such a Hedging

Transaction constituted and/or evidenced by them and Hedging Contracts means any or all of

them.

15

Hedging Contract Security means a deed or other instrument by the Borrower in favour of the

Security Agent in the agreed form conferring a Security Interest over any Hedging Contracts.

Hedging Exposure means, as at any relevant date and in relation to any Hedging Provider, the

aggregate of the amount certified by that Hedging Provider to the Agent to be the net amount in

euro:

(a)in relation to all Hedging Contracts with that Hedging Provider that have been closed out

on or prior to the relevant date, that is due and owing by the Borrower to that Hedging

Provider in respect of such Hedging Contracts on the relevant date; and

(b)in relation to all Hedging Contracts with that Hedging Provider that are continuing on the

relevant date, that would be payable by the Borrower to that Hedging Provider under (and

calculated in accordance with) the early termination provisions of such Hedging Contracts

as if an Early Termination Date (under and as defined in the relevant Hedging Master

Agreement) had occurred on the relevant date in relation to all such continuing Hedging

Contracts.

Hedging Master Agreement means each agreement made or (as the context may require) to

be made between the Borrower and a Hedging Provider comprising an ISDA Master Agreement

and the Schedule thereto in the agreed form and Hedging Master Agreements means any or

all of them.

Hedging Provider means:

(a)any Original Hedging Provider; and

(b)any entity which has become a Party as a Hedging Provider in accordance with clause

34.12 (Accession of Hedging Providers to this Agreement),

and Hedging Providers means any or all of them.

Hedging Transaction has, in relation to any Hedging Master Agreement, the meaning given to

the term "Transaction" in that Hedging Master Agreement and Hedging Transactions means

any or all of them.

Holding Company means, in relation to a person, any other person in respect of which it is a

Subsidiary.

IFRS means International Financial Reporting Standards (IFRS Standards) applicable from time

to time.

IMO Code Claim means any formal notice of or claim from relevant authorities for a material

breach of the ISM Code, the ISPS Code, the Polar Code, SOLAS, MARPOL or the STCW/

STCW-F being made against any Obligor or otherwise in connection with the Ship or any actual

or threatened withdrawal, suspension, cancellation or modification of the SMC, the ISSC or the

DOC or any “major non-conformity”, as such term is defined in the ISM Code.

Impaired Agent means the Agent at any time when:

(a)it has failed to make (or has notified a Party that it will not make) a payment required to be

made by it under the Finance Documents by the due date for payment;

(b)the Agent otherwise rescinds or repudiates a Finance Document;

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

definition of Defaulting Lender; or

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

unless, in the case of paragraph (a) above:

(i)its failure to pay is caused by:

(A)administrative or technical error; or

16

(B)a Disruption Event; and

payment is made within 3 Business Days of its due date; or

(ii)the Agent is disputing in good faith whether it is contractually obliged to make the

payment in question.

Increased Costs has the meaning given to that term in clause 15.1 (Increased costs).

Indemnified Person means:

(a)each Finance Party, each Receiver, any Delegate and any attorney, agent or other person

appointed by them under the Finance Documents;

(b)each Affiliate of those persons; and

(c)any officers, directors, employees, advisers, representatives or agents of any of the above

persons.

Initial Bareboat Charter means the Bareboat Charter for the Ship the details of which are

provided in Schedule 2 (Ship information).

Initial Charter means, in relation to the Ship, the charter commitment for the Ship, details of

which are provided in Schedule 2 (Ship information).

Initial Charterer means, in relation to the Ship and the Initial Charter, the charterer under such

Initial Charter, whose details are set out in Schedule 2 (Ship information).

Insolvency Event in relation to an entity means that the entity:

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

(b)becomes insolvent or is unable to pay its debts or fails or admits in writing its inability

generally to pay its debts as they become due;

(c)makes a general assignment, arrangement or composition with or for the benefit of its

creditors;

(d)institutes or has instituted against it, by a regulator, supervisor or any similar official with

primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its

incorporation or organisation or the jurisdiction of its head or home office, a proceeding

seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy

or insolvency law or other similar law affecting creditors' rights, or a petition is presented

for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e)has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or

any other relief under any bankruptcy or insolvency law or other similar law affecting

creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case

of any such proceeding or petition instituted or presented against it, such proceeding or

petition is instituted or presented by a person or entity not described in paragraph (d)

above and:

(i)results in a judgment of insolvency or bankruptcy or the entry of an order for relief

or the making of an order for its winding up or liquidation; or

(ii)is not dismissed, discharged, stayed or restrained in each case within 30 days of

the institution or presentation thereof;

(f)has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of

the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding

pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant

to Part 3 of the Banking Act 2009;

(g)has a resolution passed for its winding-up, official management or liquidation (other than

pursuant to a consolidation, amalgamation or merger);

17

(h)seeks or becomes subject to the appointment of an administrator, provisional liquidator,

conservator, receiver, trustee, custodian or other similar official for it or for all or

substantially all its assets (other than, for so long as it is required by law or regulation not

to be publicly disclosed, any such appointment which is to be made, or is made, by a

person or entity described in paragraph (d) above);

(i)has a secured party take possession of all or substantially all its assets or has a distress,

execution, attachment, sequestration or other enforcement action or legal process levied,

enforced, taken or sued on or against all or substantially all its assets and such secured

party maintains possession, or any such process is not dismissed, discharged, stayed or

restrained, in each case within 30 days thereafter;

(j)causes or is subject to any event with respect to it which, under the applicable laws of any

jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (i)

above; or

(k)takes any action in furtherance of, or indicating its consent to, approval of, or

acquiescence in, any of the foregoing acts.

Insurance Notice means a notice of assignment of Insurances in the form scheduled to any of

the Ship's General Assignments or in another approved form.

Insurances means:

(a)all policies and contracts of insurance; and

(b)all entries in a protection and indemnity or war risks or other mutual insurance

association,

in relation to the Ship, in the name of the Borrower or the joint names of the Borrower and any

other person in respect of or in connection with the Ship and includes all benefits thereof

(including the right to receive claims and to return of premiums), but it excludes loss of hire or

Earnings insurances.

Interbank Market means the European interbank market.

Interest Period means, in relation to the Loan, each period determined in accordance with

clause 11 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in

accordance with clause 10.4 (Default interest).

Interpolated Screen Rate means, in relation to EURIBOR for an Interest Period with respect to

the Loan or any part of it or any Unpaid Sum, the rate (rounded to the same number of decimal

places as the two relevant Screen Rates) which results from interpolating on a linear basis

between:

(a)the applicable Screen Rate for the longest period (for which that Screen Rate is available)

which is less than the relevant Interest Period; and

(b)the applicable Screen Rate for the shortest period (for which that Screen Rate is

available) which exceeds the relevant Interest Period,

each as of 11:00 a.m. (Brussels time) on the relevant Quotation Day.

Inventory of Hazardous Material means a statement of compliance issued by the relevant

Classification Society and which includes a list of any and all materials known to be potentially

hazardous utilised in the construction of the Ship and which also may be referred to as a List of

Hazardous Material.

ITA means the Income Tax Act 2007.

JV Bareboat Charter means, in relation to the Ship, a bareboat charter entered into pursuant to

the terms of, and defined as such in, clause 24.8(c) (Chartering).

Last Availability Date means the earlier of (i) 31 October 2026 or (ii) the Utilisation Date, or

such other date as may be approved by the Lenders.

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Legal Opinion means any legal opinion delivered to the Agent and the Security Agent under

clause 4 (Conditions of Utilisation).

Legal Reservations means:

(a)the principle that equitable remedies may be granted or refused at the discretion of a

court and the limitation of enforcement by laws relating to insolvency, reorganisation and

other laws generally affecting the rights of creditors;

(b)the time barring of claims under the Limitation Act 1980 and the Foreign Limitation

Periods Act 1984;

(c)the possibility that an undertaking to assume liability for, or indemnify a person against,

non-payment of UK stamp duty may be void and defences of set-off or counterclaim;

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

(e)any other matters which are set out as qualifications or reservations as to matters of law

of general application in the Legal Opinions.

Lender means:

(a)any of the Original Lenders; and

(b)any bank, financial institution, trust, fund or other entity which has become a Party as a

Lender in accordance with any provisions of this Agreement,

which in each case has not ceased to be a Party as Lender in accordance with the terms of this

Agreement, and Lenders means all of them.

Loan means the loan made or to be made under the Facility or the principal amount outstanding

for the time being of that loan.

Loss Payable Clauses means the provisions concerning payment of claims under the

Insurances in the form scheduled to any of the Ship's General Assignments or in another

approved form.

Losses means any costs, expenses (including, but not limited to, legal fees), payments,

charges, losses, demands, liabilities, taxes (including VAT), claims, actions, proceedings,

penalties, fines, damages, judgments, orders or other sanctions.

Major Casualty means any casualty to a vessel for which the total insurance claim, inclusive of

any deductible, exceeds or may exceed the Major Casualty Amount.

Major Casualty Amount means the amount specified as such in Schedule 2 (Ship information)

for the Ship or the equivalent in any other currency.

Majority Lenders means a Lender or Lenders whose Commitments aggregate more than 66

2/3% of the Total Commitments (or, if the Total Commitments have been reduced to zero,

aggregated more than 66 2/3% of the Total Commitments immediately prior to the reduction).

Management Agreement means the agreement between the Borrower or Bareboat Charterer

(as applicable) of the Ship and a Manager relating to the appointment of that Manager in respect

of the Ship.

Manager means, in relation to the Ship, the Bareboat Charterer of the Ship (including where a

separate Management Agreement has been entered into between the Borrower and the relevant

Bareboat Charterer) from time to time as technical manager and commercial manager of the

Ship, or another manager appointed by the Borrower or Bareboat Charterer (as applicable) of

the Ship as the technical and/or commercial manager of the Ship in accordance with clause

24.4 (Manager).

Manager's Undertaking means a first priority undertaking by any manager of the Ship (other

than where such manager is also the Bareboat Charterer of the Ship and a Guarantor) to the

Security Agent in the agreed form, including pursuant to clause 24.4 (Manager).

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Mandatory Declassification Event means a Declassification Event under paragraphs (b) and/

or (c) of the definition of Declassification Event.

Margin means:

(a)two point ten per cent. (2.10%); or

(b)such other rate per annum as may be determined to be the Margin from time to time in

accordance with the adjustment provisions of clause 10.2 (Green Loan Margin

Adjustment).

Material Adverse Effect means a material adverse effect on:

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

whole; or

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

(c)the legality, validity or enforceability of, or the effectiveness or ranking of any Security

Interest granted or purporting to be granted pursuant to any of, the Finance Documents or

any of the rights or remedies of any Finance Party under any of the Finance Documents.

Measurement Period has the meaning given to that term in clause 22.2 (Financial definitions).

Minimum Bareboat Charter Hire means, in relation to the Ship, the Borrower, and a Bareboat

Charter relevant to it, an amount which, for the entire tenor of that Bareboat Charter is, in the

reasonable opinion of all the Lenders, sufficient:

(a)to allow the Borrower to pay when they fall due under the Finance Documents all

amounts of principal in respect of the Loan, interest thereon, all amounts payable under

all Hedging Contracts relating to the Loan, any other amounts relating to the Loan and to

pay and/or prepay, or otherwise meet all their obligations when they fall due under, the

Ancillary Outstandings; and

(b)to allow the Borrower to pay when they fall due any and all costs and expenses (including

operating costs and expenses) of the Ship which are for the account of the Borrower

under the terms of the Bareboat Charter, including any and all maintenance,

management, drydocking, insurance, general and administrative costs, expenses,

indemnities and any and all other costs, expenses and Taxes of the Borrower in

connection with its own and the Ship’s administration, operation, corporate existence,

ownership of assets and taxation (as applicable); and

(c)to allow for an additional amount of 10% of all the above sums under paragraphs (a) and

(b) at any given time as contingency for additional payments which the Borrower may

have to make,

in each case, as any such amounts may fall due during the entire tenor of that Bareboat Charter

or are otherwise connected with that Bareboat Charter and provided that the charter hire under

a Bareboat Charter shall not at any time exceed the maximum amount permitted by transfer

pricing regulations applicable to the relevant Bareboat Charterer and/or the Borrower.

Minimum Value means, at any time, the amount in euro which is at that time one hundred and

forty per cent. (140%) of the amount which is the sum of:

(a)the Loan;

(b)minus

(c)the value of any additional security then held by the Security Agent or any other Finance

Party provided pursuant to clause 27.13 (Security shortfall) in the form of cash deposit in

euros (but always subject to clause 27.14 (Creation of additional security)).

Month means a period starting on one day in a calendar month and ending on the numerically

corresponding day in the next calendar month, except that:

20

(a)(subject to paragraph (c) below) if the numerically corresponding day is not a Business

Day, that period shall end on the next Business Day in the calendar month in which that

period is to end (if there is one) or on the immediately preceding Business Day (if there is

not);

(b)if there is no numerically corresponding day in the calendar month in which that period is

to end, that period shall end on the last Business Day in that calendar month; and

(c)if an Interest Period begins on the last Business Day of a calendar month, that Interest

Period shall end on the last Business Day in the calendar month in which that Interest

Period is to end.

The above rules will only apply to the last Month of any period.

Mortgage means a first priority or (as the case may be) first preferred mortgage of the Ship in

the agreed form by the Borrower in favour of the Security Agent or any other Finance Party.

Mortgage Period means the period from the date the Mortgage is executed and registered until

the date the Mortgage is released and discharged or, if earlier, the Total Loss Repayment Date.

New Lender has the meaning given to that term in clause 34 (Changes to the Lenders).

Notifiable Debt Purchase Transaction has the meaning given to that term in clause 35.3

(Disenfranchisement of Debt Purchase Transactions entered into by Guarantor Affiliates).

Obligors means the Borrower, the Guarantors and any Manager (with the exception of any

Manager who is not a Group Member), and Obligor means any one of them.

Obligors' Agent means:

(a)from the date of this Agreement and up to the Share Exchange Completion, Guarantor A;

and

(b)from the Share Exchange Completion and up to the end of the Facility Period, UK ListCo.

Original Financial Statements means the audited consolidated financial statements of

Guarantor A for its Financial Year ended 31 December 2024.

Original Jurisdiction means, in relation to an Obligor, the jurisdiction under whose laws that

Obligor is incorporated as at the date of this Agreement or, in the case of an Additional

Guarantor, as at the date on which that Additional Guarantor becomes Party.

Original Obligors means the Borrower and the Original Guarantors and Original Obligor

means any of them.

Original Schedule of Repayment Amounts means Schedule 6 (Original Schedule of

Repayment Amounts) to this Agreement.

Original Security Documents means:

(a)the Mortgage;

(b)the Deed of Covenant if the Mortgage is in account current form and where it is

customary to grant a deed of covenant;

(c)the General Assignments, one by the Borrower and each Bareboat Charterer of the Ship;

(d)the Share Security;

(e)the Account Security in relation to each Account;

(f)the Hedging Contract Security;

(g)any Subordination Deed; and

21

(h)any Manager’s Undertaking.

Participating Member State means any member state of the European Union that has the euro

as its lawful currency in accordance with legislation of the European Union relating to Economic

and Monetary Union.

Party means a party to this Agreement.

Permitted Distribution means a dividend or other distribution (in cash or in kind) made by

Guarantor A (up to the Share Exchange Completion) or UK ListCo (on and from the Share

Exchange Completion) in respect of a prior Financial Year provided that Guarantor A (up to the

Share Exchange Completion) or UK ListCo (on and from the Share Exchange Completion)

confirms to the Finance Parties by submitting a written certificate signed by its Chief Financial

Officer or its Chief Executive Officer, that:

(a)the dividend or other distribution constitutes no more than 50% of Guarantor A’s (up to the

Share Exchange Completion) or UK ListCo’s (on and from the Share Exchange

Completion) consolidated net profit for such prior Financial Year, as the same is shown in

the then latest Annual Financial Statements (as defined in clause 21 (Information

undertakings)) for the Measurement Period corresponding to such Financial Year; and

(b)the financial covenants under clause 22 (Financial Covenants) forecasted and calculated

on a pro forma basis for the 12-month period starting on the date of the certificate will be

complied with.

Permitted Maritime Liens means:

(a)unless a Default is continuing, any ship repairer's or outfitter's possessory lien in respect

of the Ship for an amount not exceeding the Major Casualty Amount;

(b)any lien on the Ship for master's, officer's or crew's wages outstanding in the ordinary

course of its trading;

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

(d)any lien on the Ship for salvage; and

(e)any liens arising on the Ship by operation of law in the ordinary course of trading provided

they secure obligations not more than 30 days overdue.

Permitted Reorganisation means, the reorganisation of Guarantor A and its Subsidiaries as

described in more detail in the Deloitte Report, upon the completion of which each of the

following shall have occurred:

(a)the Squeeze Out;

(b)Guarantor C Acquisition;

(c)the Transfer of Guarantor A;

(d)Guarantor C shall become a direct wholly-owned Subsidiary of UK ListCo; and

(e)Guarantor A shall become a direct wholly-owned Subsidiary of Guarantor C.

Permitted Security Interests means, in relation to the Ship, any Security Interest over it which

is:

(a)up to the Utilisation Date, granted pursuant to the Existing Indebtedness;

(b)granted by the Finance Documents; or

(c)a Permitted Maritime Lien; or

(d)approved by the Majority Lenders.

22

Poseidon Principles means the financial industry framework for assessing and disclosing the

climate alignment of ship finance portfolios published on 18 June 2019 as the same may be

amended or replaced to reflect changes in applicable law or regulation or the introduction of or

changes to mandatory requirements of the International Maritime Organization from time to time.

Pre-Utilisation Green Loan Compliance Certificate means a Green Loan Compliance

Certificate to be provided pursuant to paragraph (b) of clause 10.2 (Green Loan Margin

Adjustment) in such form similar to that of Schedule 10 (Form of Green Loan Compliance

Certificate) (but adjusted to take into account only those of the Green Asset Criteria applicable

to the Pre-Utilisation Green Loan Compliance Certificate) as is acceptable to the Agent (acting

reasonably).

QPP Certificate has the meaning given to it in clause 14 (Tax gross up and indemnities).

QPP Lender has the meaning given to it in clause 14 (Tax gross up and indemnities).

Qualifying Lender has the meaning given to that term in clause 14 (Tax gross up and

indemnities).

Quasi-Security has the meaning given to that term in clause 30.2 (General negative pledge).

Quiet Enjoyment Agreement means a letter by the Security Agent addressed to, and

acknowledged by, a charterer of the Ship (other than a Bareboat Charterer) in the agreed form.

Quotation Day means, in relation to any period for which an interest rate is to be determined,

two TARGET Days before the first day of that period unless market practice in the Interbank

Market differs, in which case the Quotation Day shall be determined by the Agent in accordance

with market practice in the Interbank Market (and if quotations would normally be given on more

than one day, the Quotation Day will be the last of those days).

Receiver means a receiver or receiver and manager or administrative receiver of the whole or

any part of the Charged Property appointed under any Security Document.

Reference Bank Quotation means any quotation supplied to the Agent by a Reference Bank

under any Finance Document.

Reference Bank Rate means the arithmetic mean of the rates (rounded upwards to four

decimal places) as supplied to the Agent at its request by the Reference Banks:

(a)(other than where paragraph (b) below applies) as the rate at which the relevant

Reference Bank believes one prime bank is quoting to another prime bank for interbank

term deposits in euro within the Participating Member States for the relevant period; or

(b)if different, as the rate (if any and applied to the relevant Reference Bank and the relevant

period) which contributors to the applicable Screen Rate are asked to submit to the

relevant administrator.

Reference Banks means, in relation to EURIBOR, such entities as may be appointed by the

Agent in consultation with the Borrower.

Reformed Basel III means the agreements contained in “Basel III: Finalising post-crisis

reforms” published by the Basel Committee on Banking Supervision in December 2017, as

amended, supplemented or restated.

Registry means such registrar, commissioner or representative of the relevant Flag State who

is duly authorised and empowered to register the Ship, the Borrower’s title to the Ship and the

Mortgage, and (if applicable) the Deed of Covenant under the laws of its Flag State.

Related Fund in relation to a fund (the first fund), means a fund which is managed or advised

by the same investment manager or investment adviser as the first fund or, if it is managed by a

different investment manager or investment adviser, a fund whose investment manager or

investment adviser is an Affiliate of the investment manager or investment adviser of the first

fund.

Relevant Jurisdiction means, in relation to an Obligor:

23

(a)its Original Jurisdiction;

(b)any jurisdiction where any Charged Property owned by it is situated;

(c)any jurisdiction where it conducts its business; and

(d)any jurisdiction whose laws govern the perfection of any of the Security Documents

entered into by it.

Repayment Date means, subject to clause 44.7 (Business Days) and in respect of the Loan:

(a)the First Repayment Date;

(b)each of the dates falling at intervals of three Months thereafter up to but not including the

Final Repayment Date; and

(c)the Final Repayment Date.

Repeating Representations means each of the representations set out in clauses 20.2

(Status) to 20.7 (Governing law and enforcement), 20.8(b) and 20.8(e) (No misleading

information), 20.9(a) to 20.9(c) (Original Financial Statements), 20.10 (Pari passu ranking),

20.11 (Ranking and effectiveness of security), 20.22 (Anti-Corruption Laws and Anti-Money

Laundering Laws) and 20.23 (Security and Financial Indebtedness).

Replacement Schedule of Repayment Amounts means any replacement Schedule of

Repayment Amounts calculated by the Agent in accordance with clause 7 (Repayment).

Requisition Compensation means any compensation paid or payable by a government entity

for the requisition for title, confiscation or compulsory acquisition of the Ship.

Resolution Authority means any body which has authority to exercise any Write-down and

Conversion Powers.

Restricted Party means a person that is:

(a)listed on any Sanctions List or targeted by Sanctions (whether designated by name or by

reason of being included in a class of person);

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

(c)directly or indirectly owned or controlled by, or acting on behalf, at the direction, or for the

benefit, of a person referred to in paragraphs (a) and/or (to the extent relevant under

Sanctions) (b) above; or

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

Sanctioned Country means a country or territory whose government is the target of, or that is

subject to, comprehensive, country-wide or territory-wide Sanctions (including, as at the date of

this Agreement, Sudan, Cuba, Syria, Iran, North Korea and Crimea as well as the Donetsk,

Luhansk, Zaporizhzhia and Kherson regions of Ukraine).

Sanctions means any applicable (to any Obligor, Group Member, each of their directors,

officers and employees and/or Finance Party as the context provides) laws, regulations or

orders concerning any trade, economic or financial sanctions or embargoes or other restrictive

measures enacted or enforced by a Sanctions Authority.

Sanctions Advisory means the sanctions advisory for the Maritime Industry, Energy and

Metals Sectors, and Related Communities issued May 14, 2020 by the US Department of the

Treasury, Department of State and Coast Guard, as may be amended or supplemented, and

any similar future advisory.

Sanctions Authority means the Norwegian State, the United Nations, the European Union,

each of the present or future Member States of the European Union, the United Kingdom, the

United States of America, the Monetary Authority of Singapore and the Hong Kong Monetary

Authority and the respective governmental institutions and agencies of the foregoing, including,

but not limited to, His Majesty’s Treasury (HMT), the Office of Foreign Assets Control of the US

24

Department of Treasury (OFAC), the United States Department of State, and any of their

respective legislative, executive, enforcement and/or regulatory authorities or bodies acting in

connection with Sanctions and any governmental authority with jurisdiction over an Obligor.

Sanctions List means:

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

(b)any other Sanctions designation or target listed and/or adopted by a Sanctions Authority;

and/or

(c)any similar list maintained by, or any public announcement of Sanctions designation made

by, any Sanctions Authority,

in all cases, as amended, supplemented or replaced from time to time.

Schedule of Repayment Amounts means the Original Schedule of Repayment Amounts or, as

the case may be, a Replacement Schedule of Repayment Amounts.

Scorpio Group means Scorpio Holdings Limited of the Republic of the Marshall Islands and its

Subsidiaries from time to time.

Screen Rate means the euro interbank offered rate administered by the European Money

Markets Institute (or any other person which takes over the administration of that rate) for the

relevant period displayed (before any correction, recalculation or republication by the

administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement

Thomson Reuters page which displays that rate), or on the appropriate page of such other

information service which publishes that rate from time to time in place of Thomson Reuters. If

such page or service ceases to be available, the Agent may specify another page or service

displaying the relevant rate after consultation with the Borrower and the Lenders.

Secured Obligations means all indebtedness and obligations at any time of any Obligor to any

Finance Party (whether for its own account or as agent or trustee for itself and/or other Finance

Parties) under, or related to, the Finance Documents and the Ancillary Documents.

Security Agent includes any person as may be appointed as such under the Finance

Documents and includes any separate trustee or co-trustee appointment under clause 37.8

(Additional trustees).

Security Documents means:

(a)the Original Security Documents; and

(b)any other document as may be executed to guarantee and/or secure any amounts owing

to the Finance Parties under this Agreement or any other Finance Document.

Security Interest means a mortgage, charge, pledge, lien, assignment, trust, hypothecation or

other security interest of any kind securing any obligation of any person or any other agreement

or arrangement having a similar effect.

Security Property means:

(a)the Transaction Security expressed to be granted in favour of the Security Agent as

trustee for the Finance Parties and all proceeds of that Transaction Security;

(b)all obligations expressed to be undertaken by any Obligor to pay amounts in respect of

the Secured Obligations to the Security Agent as trustee for the Finance Parties and

secured by the Transaction Security together with all representations and warranties

expressed to be given by an Obligor in favour of the Security Agent as trustee for the

Finance Parties; and

(c)any other amounts or property, whether rights, entitlements, choses in action or

otherwise, actual or contingent, which the Security Agent is required by the terms of the

Finance Documents to hold as trustee on trust for the Finance Parties.

25

Security Value means, at any time, the amount in euro which, at that time, is the aggregate of:

(a)the value of the Ship (or, if less, the maximum amount capable of being secured by the

Mortgage) provided that the Ship has not then become a Total Loss; and

(b)the value of any additional security then held by the Security Agent or any other Finance

Party provided under clause 27 (Minimum security value),

(c)in each case as most recently determined in accordance with this Agreement (but

excluding the value of any additional security then held by the Security Agent or any other

Finance Party provided pursuant to clause 27.13 (Security shortfall) in the form of cash

deposits in euro).

Selection Notice means a notice substantially in the form set out in Schedule 5 (Selection

Notice) given in accordance with clause 11 (Interest Periods).

Share Exchange Completion means the acceptance by at least ninety per cent (90%) of the

shareholders in Guarantor A of the offer by UK ListCo to acquire the shares in Guarantor A in

exchange for the issue of the same number of new shares in UK ListCo (the Share Exchange

Offer) and the transfer of at least ninety per cent (90%) of the shares in Guarantor A in favour of

UK ListCo.

Share Security means, in relation to the Borrower, the document constituting a first Security

Interest by the person(s) described as its shareholder(s) in Schedule 1 (The original parties) in

favour of the Security Agent or any other Finance Party in the agreed form in respect of all of the

shares in the Borrower.

Ship means the ship described as such in Schedule 2 (Ship information).

Ship Representations means each of the representations and warranties set out in clauses

20.33 (Ship status) and 20.34 (Ship's employment).

Social Claim means any claim or proceeding by any person or company or any formal notice

with respect to any investigation by relevant public authorities having been commenced against

any Obligor or the Ship in respect of (i) any material breach of or material non-conformity with

any Social Law or (ii) any material breach of or material non-conformity with or revocation or

suspension of a social approval.

Social Incident means:

(a)an incident or accident related to the Ship or any Obligor:

(i)resulting in death or serious or multiple injury; or

(ii)which may, following completion of proper investigation by any relevant labour

authority, result into fines or sanctions from labour authorities; or

(b)a significant community or worker related grievance or protest related to the Ship or any

Obligor.

Social Law means any applicable law, regulation, convention or treaty or any other executive or

legislative measure or act having the force of law in any jurisdiction where any Obligor conducts

business and which relates to human health and safety, labour (and/or the conditions of the

workplace) or human rights issues.

Squeeze Out means the squeeze out procedure whereby the non-consenting shareholders to

the Share Exchange Offer (limited to 10% of shareholders) will receive cash consideration for

their shares.

Statement of Compliance means a Statement of Compliance related to fuel oil consumption

pursuant to regulations 6.6 and 6.7 of Annex VI.

Subordination Deed means, in respect of any Financial Indebtedness owing from the Borrower

to any other Group Member, a subordination deed in an agreed form between (inter alios) the

Security Agent and the lender and borrower of the relevant Financial Indebtedness providing

(inter alia) that:

26

(a)such Financial Indebtedness is in all respects subject and subordinate to all amounts

owing to the Finance Parties under the Finance Documents;

(b)if and for as long as an Event of Default is continuing, the lender of such Financial

Indebtedness will not be entitled to demand payment or make any claim in respect of the

same, whether for principal, interest or any other amounts in connection with the same;

(c)such Financial Indebtedness, all contracts and agreements in which it is documented and

all rights of the lenders of such Financial Indebtedness arising from such contracts or

agreements or in connection with such Financial Indebtedness are assigned and/or

pledged in favour of the Security Agent; and

(d)the lender of such Financial Indebtedness owing by the Borrower will procure and agree

to the full release, discharge and forgiveness of such Financial Indebtedness if any

Finance Party has exercised any remedies or rights (or attempted to do so) under any

Share Security over the shares in the Borrower.

Subsidiary of a person means any other person:

(a)directly or indirectly controlled by such person; or

(b)of whose dividends or distributions on ordinary voting share capital such person is

beneficially entitled to receive more than fifty per cent. (50%),

and a person is a "wholly-owned Subsidiary" of another person if it has no members except

that other person and that other person's wholly-owned Subsidiaries or persons acting on behalf

of that other person or its wholly-owned Subsidiaries.

Swire Pacific means Swire Pacific Limited of 33/F, One Pacific Place, 88 Queensway, the

HKSAR, the People’s Republic of China and its Subsidiaries from time to time.

T2 means the real time gross settlement system operated by the Eurosystem, or any successor

system.

TARGET Day means any day on which T2 is open for the settlement of payments in euro.

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature

(including any penalty or interest payable in connection with any failure to pay or any delay in

paying any of the same) and Taxation shall be construed accordingly.

Total Commitments means the aggregate of the Commitments, being €125,000,000 at the

date of this Agreement.

Total Loss means, in relation to a vessel, its:

(a)actual, constructive, compromised, agreed or arranged total loss; or

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

(c)hijacking, piracy, theft, condemnation, capture, seizure, arrest or detention for more than

90 days.

Total Loss Date means, in relation to the Total Loss of a vessel:

(a)in the case of an actual total loss, the date it happened or, if such date is not known, the

date on which the vessel was last reported;

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

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

(ii)if the insurers do not admit such a claim, the date later determined by a competent

court of law to have been the date on which the total loss happened; or

27

(iii)the date upon which a binding agreement as to such compromised or arranged

total loss has been entered into by the vessel's insurers;

(c)in the case of a requisition for title, confiscation or compulsory acquisition, the date it

happened; and

(d)in the case of hijacking, piracy, theft, condemnation, capture, seizure, arrest or detention,

the date 90 days after the date upon which it happened.

Total Loss Repayment Date means, where the Ship has become a Total Loss, the earlier of:

(a)the date 180 days after its Total Loss Date; and

(b)the date upon which insurance proceeds or Requisition Compensation for such Total Loss

are paid by insurers or the relevant government entity.

Transaction Document means:

(a)each Bareboat Charter for the Ship;

(b)each Charter Document for the Ship; and

(c)each of the Finance Documents.

Transaction Security means the Security Interests created or evidenced or expressed to be

created or evidenced under or pursuant to the Security Documents.

Transfer Certificate means a certificate substantially in the form set out in Schedule 8 (Form of

Transfer Certificate) or any other form agreed between the Agent and the Borrower.

Transfer Date means, in relation to an assignment pursuant to a Transfer Certificate, the later

of:

(a)the proposed Transfer Date specified in the Transfer Certificate; and

(b)the date on which the Agent executes the Transfer Certificate.

Transfer of Guarantor A means the contribution by UK ListCo of the shares in Guarantor A to

Guarantor C against the issuance of new shares in Guarantor C to UK ListCo which will follow

the Share Exchange Completion and the completion of the Squeeze Out and the Guarantor C

Acquisition.

Treasury Transaction means any derivative transaction entered into in connection with

protection against or benefit from fluctuation in any rate or price.

UK Bail-In Legislation means Part I of the United Kingdom Banking Act 2009 and any other

law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing

banks, investment firms or other financial institutions or their affiliates (otherwise than through

liquidation, administration or other insolvency proceedings).

UK ListCo means an English public limited company to be established as part of the Permitted

Reorganisation.

Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance

Documents.

US means the United States of America.

Utilisation means the making of the Loan.

Utilisation Date means the date on which the Utilisation is to be made.

Utilisation Request means a notice substantially in the form set out in Schedule 4 (Utilisation

Request).

28

VAT means:

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

(b)any tax imposed in compliance with the Council Directive of 28 November 2006 on the

common system of value added tax (EC Directive 2006/112); and

(c)any other tax of a similar nature, whether imposed in the United Kingdom or in a member

state of the European Union in substitution for, or levied in addition to, such tax referred to

in paragraphs (a) or (b) above, or imposed elsewhere.

Voluntary Declassification Event means a Declassification Event under paragraph (a) of the

definition of Declassification Event.

Write-down and Conversion Powers means:

(a)in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from

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

Bail-In Legislation Schedule;

(b)in relation to any UK Bail-In Legislation, any powers under that UK Bail-In Legislation to

cancel, transfer or dilute shares issued by a person that is a bank or investment firm or

other financial institution or affiliate of a bank, investment firm or other financial institution,

to cancel, reduce, modify or change the form of a liability of such a person or any contract

or instrument under which that liability arises, to convert all or part of that liability into

shares, securities or obligations of that person or any other person, to provide that any

such contract or instrument is to have effect as if a right had been exercised under it or to

suspend any obligation in respect of that liability or any of the powers under that UK Bail-

In Legislation that are related to or ancillary to any of those powers; and

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

(i)any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued

by a person that is a bank or investment firm or other financial institution or affiliate

of a bank, investment firm or other financial institution, to cancel, reduce, modify or

change the form of a liability of such a person or any contract or instrument under

which that liability arises, to convert all or part of that liability into shares, securities

or obligations of that person or any other person, to provide that any such contract

or instrument is to have effect as if a right had been exercised under it or to

suspend any obligation in respect of that liability or any of the powers under that

Bail-In Legislation that are related to or ancillary to any of those powers; and

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

1.2Construction

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

(i)Sections, clauses and Schedules are to be construed as references to the

Sections and clauses of, and the Schedules to, the relevant Finance Document and

references to a Finance Document include its Schedules;

(ii)a Finance Document or any other agreement or instrument is a reference to that

Finance Document or other agreement or instrument as it may from time to time be

amended, restated, novated or replaced, however fundamentally;

(iii)words importing the plural shall include the singular and vice versa;

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

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

(vi)the knowledge, awareness and/or beliefs (and similar expressions) of any Obligor

shall be construed so as to mean the knowledge, awareness and beliefs of the

director and officers of such Obligor, having made due and careful enquiry;

29

(vii)two or more persons are acting in concert if pursuant to an agreement or

understanding (whether formal or informal) they actively co-operate, through the

acquisition (directly or indirectly) of shares, partnership interest or units or limited

liability company interest in an entity by any of them, either directly or indirectly, to

obtain or consolidate control of that entity;

(viii)a document in agreed form means:

(A)where a Finance Document has already been executed by all of the relevant

parties to it, such Finance Document in its executed form;

(B)prior to the execution of a Finance Document, the form of such Finance

Document separately agreed in writing between the Agent and the Borrower

as the form in which that Finance Document is to be executed or another

form approved at the request of the Borrower or, if not so agreed or

approved, is in the form specified by the Agent;

(ix)approved by the Majority Lenders or approved by the Lenders means

approved in writing by the Agent acting on the instructions of the Majority Lenders

or, as the case may be, all of the Lenders (on such conditions as they may

respectively impose) and otherwise approved means approved in writing by the

Agent acting on the instructions of the Majority Lenders (on such conditions as the

Agent (acting on the instructions of the Majority Lenders) may impose) and

approval and approve shall be construed accordingly;

(x)assets includes present and future properties, revenues and rights of every

description;

(xi)an authorisation means any authorisation, consent, concession, approval,

resolution, licence, exemption, filing, notarisation or registration;

(xii)charter commitment means, in relation to a vessel, any charter or other contract

for the use, employment or operation of that vessel or the carriage of people and/or

cargo or the provision of services by or from it and includes any contract of

affreightment or any contract for services relating to that vessel and any agreement

for pooling or sharing income derived from any such charter or other contract;

(xiii)control of an entity means:

(A)the power (whether by way of ownership of shares, proxy, contract, agency

or otherwise) to:

(1)cast, or control the casting of, more than fifty per cent. (50%) of the

maximum number of votes that might be cast at a general meeting of

that entity; or

(2)appoint or remove all, or the majority, of the directors or other

equivalent officers of that entity; or

(3)give directions with respect to the operating and financial policies of

that entity with which the directors or other equivalent officers of that

entity are obliged to comply; and/or

(B)the holding beneficially of more than fifty per cent. (50%) of the issued share

capital of that entity (excluding any part of that issued share capital that

carries no right to participate beyond a specified amount in a distribution of

either profits or capital) (and, for this purpose, any Security Interest over

share capital shall be disregarded in determining the beneficial ownership of

such share capital),

and controlled shall be construed accordingly;

(xiv)a Lender's cost of funds in relation to its participation in the Loan (or any relevant

part of it) 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

30

participation in the Loan (or any relevant part of it) for a period equal in length to

the Interest Period for the Loan (or any relevant part of it);

(xv)the term disposal or dispose means a sale, transfer or other disposal (including

by way of lease or loan but not including by way of loan of money) by a person of

all or part of its assets, whether by one transaction or a series of transactions and

whether at the same time or over a period of time, but not the creation of a Security

Interest;

(xvi)the equivalent of an amount specified in a particular currency (the specified

currency amount) shall be construed as a reference to the amount of the other

relevant currency which can be purchased with the specified currency amount in

the London foreign exchange market at or about 11.00 a.m. on the date the

calculation falls to be made for spot delivery, as conclusively determined by the

Agent (with the relevant exchange rate of any such purchase being the Agent's

spot rate of exchange);

(xvii)a government entity means any government, state or agency of a state;

(xviii)a group of Lenders or a group of Finance Parties includes all the Lenders or (as

the case may be) all the Finance Parties;

(xix)a guarantee means (other than in clause 19 (Guarantee and indemnity)) any

guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any

obligation, direct or indirect, actual or contingent, to purchase or assume any

indebtedness of any person or to make an investment in or loan to any person or to

purchase assets of any person where, in each case, such obligation is assumed in

order to maintain or assist the ability of such person to meet its indebtedness;

(xx)indebtedness includes any obligation (whether incurred as principal or as surety)

for the payment or repayment of money, whether present or future, actual or

contingent;

(xxi)an obligation means any duty, obligation or liability of any kind;

(xxii)something being in the ordinary course of business of a person means

something that is in the ordinary course of that person's current day-to-day

operational business (and not merely anything which that person is entitled to do

under its Constitutional Documents);

(xxiii)pay, prepay or repay in clause 30 (Business restrictions) includes by way of set-

off, combination of accounts or otherwise;

(xxiv)a person includes any individual, firm, company, corporation, government entity or

any association, trust, joint venture, consortium, partnership or other entity

(whether or not having separate legal personality);

(xxv)a regulation includes any regulation, rule, official directive, request or guideline

(whether or not having the force of law) of any governmental, intergovernmental or

supranational body, agency, department or regulatory, self-regulatory or other

authority or organisation and, in relation to any Lender, includes (without limitation)

any Basel Regulation which is applicable to that Lender;

(xxvi)right means any right, privilege, power or remedy, any proprietary interest in any

asset and any other interest or remedy of any kind, whether actual or contingent,

present or future, arising under contract or law, or in equity;

(xxvii)trustee, fiduciary and fiduciary duty has in each case the meaning given to such

term under applicable law;

(xxviii)(i) the liquidation, winding up, dissolution, or administration of person or (ii) a

receiver or administrative receiver or administrator in the context of insolvency

proceedings or security enforcement actions in respect of a person shall be

construed so as to include any equivalent or analogous proceedings or any

equivalent and analogous person or appointee (respectively) under the law of the

jurisdiction in which such person is established or incorporated or any jurisdiction in

which such person carries on business including (in respect of proceedings) the

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seeking or occurrences of liquidation, winding-up, reorganisation, dissolution,

administration, arrangement, adjustment, protection or relief of debtors; and

(xxix)a provision of law is a reference to that provision as amended or re-enacted from

time to time.

(b)The determination of the extent to which a rate is "for a period equal in length" to an

Interest Period shall disregard any inconsistency arising from the last day of that Interest

Period being determined pursuant to the terms of this Agreement.

(c)Where in this Agreement a provision includes a monetary reference level in one currency,

unless a contrary indication appears, such reference level is intended to apply equally to its

equivalent in other currencies as of the relevant time for the purposes of applying such

reference level to any other currencies.

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

(e)Unless a contrary indication appears, a term used in any other Finance Document or in any

notice given under or in connection with any Finance Document has the same meaning in

that Finance Document or notice as in this Agreement.

(f)The Borrower providing cash cover for an Ancillary Facility means the Borrower paying an

amount in the currency of the Ancillary Facility to an account and the following conditions

being met:

(i)either:

(A)the account is in the name of the Borrower and is with the Ancillary Lender

for which that cash cover is to be provided and, until no amount is or may be

outstanding under that Ancillary Facility, withdrawals from the account may

only be made to pay the relevant Finance Party amounts due and payable to

it under this Agreement in respect of that Ancillary Facility; or

(B)the account is in the name of the Ancillary Lender for which that cash cover

is to be provided; and

(ii)the Borrower has executed documentation in form and substance satisfactory to

the Finance Party for which that cash cover is to be provided, creating a first

ranking security interest or other collateral arrangement, in respect of the amount of

that cash cover.

(g)A Default (other than an Event of Default) is continuing if it has not been remedied (if

capable of being remedied) or waived and an Event of Default is continuing if it has not

been waived.

(h)Unless a contrary indication appears, in the event of any inconsistency between the terms

of this Agreement and the terms of any other Finance Document when dealing with the

same or similar subject matter, the terms of this Agreement shall prevail.

(i)The Borrower repaying or prepaying Ancillary Outstandings means:

(i)the Borrower providing cash cover in respect of the Ancillary Outstandings;

(ii)the maximum amount payable under the Ancillary Facility being reduced or

cancelled in accordance with its terms; or

(iii)the Ancillary Lender being satisfied that it has no further liability under that Ancillary

Facility,

and the amount by which Ancillary Outstandings are, repaid or prepaid under

paragraphs (i) and (ii) above is the amount of the relevant cash cover, reduction or

cancellation.

(j)An amount borrowed includes any amount utilised under an Ancillary Facility.

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1.3Currency symbols and definitions

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

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

1.4Third party rights

(a)Unless expressly provided to the contrary in a Finance Document, a provision expressed

to be for the benefit of a Finance Party or another Indemnified Person, a person who is

not a party to a Finance Document has no right under the Contracts (Rights of Third

Parties) Act 1999 (the Third Parties Act) to enforce or to enjoy the benefit of any term of

the relevant Finance Document.

(b)Any Finance Document may be rescinded or varied by the parties to it without the

consent of any person who is not a party to it (unless otherwise provided by this

Agreement).

(c)An Indemnified Person who is not a party to a Finance Document may only enforce its

rights under that Finance Document through a Finance Party and if and to the extent and

in such manner as the Finance Party may determine.

1.5Finance Documents

Where any other Finance Document provides that this clause 1.5 shall apply to that Finance

Document, any other provision of this Agreement which, by its terms, purports to apply to all or

any of the Finance Documents and/or any Obligor shall apply to that Finance Document as if set

out in it but with all necessary changes.

1.6Conflict of documents

The terms of the Finance Documents (other than as relates to the creation and/or perfection of

security) are subject to the terms of this Agreement and, in the event of any conflict between any

provision of this Agreement and any provision of any Finance Document (other than in relation

to the creation and/or perfection of security) the provisions of this Agreement shall prevail.

1.7Sanctions – Restricted Lender

(a)In relation to:

(i)KfW IPEX-Bank GmbH; and

(ii)each other Lender that notifies the Agent to this effect,

each a Restricted Lender), clause 20.32 (Sanctions), clause 23.13 (Sanctions),

paragraphs (b), (c) or (d) of clause 25.16 (Lawful use), clause 32.3(b) (Financial

covenants; Sanctions) (together, the Sanctions Provisions) shall only apply for the benefit

of that Restricted Lender to the extent that the Sanction Provisions would not result in

any violation of, conflict with or liability under:

(A)Council Regulation (EC) 2271/1996; or

(B)section 7 of the German Foreign Trade Regulation

(Außenwirtschaftsverordnung) (in connection with section 4 paragraph 1

no.3 of the German Foreign Trade Act (Außenwirtschaftsgesetz)); or

(C)any similar applicable anti-boycott law or regulation imposed by the

European Union or any of its member states,

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in each case protecting against the effects of the extra-territorial application of legislation

adopted by a third country, and actions based thereon or resulting therefrom (together,

the Anti-Boycott Regulations). For the avoidance of doubt, Sanctions imposed by the

Security Council of the United Nations, the European Union and/or any of its member

states shall be deemed not to result in any violation of the Anti-Boycott Regulations.

(b)A Restricted Lender must notify the Agent (each such notice, an Exclusion Notice) if the

Commitments, Ancillary Commitments and/or consent and/or approval, as applicable, of

that Restricted Lender shall be excluded in connection with any actual or potential

amendment, waiver, determination or direction relating to any part of a Sanction Provision

of which such Restricted Lender does not have the benefit pursuant to paragraph (a)

above for the purpose of determining whether the consent and/or approval of the Majority

Lenders (or, as the case may be, all the Lenders or a specific group of Lenders or such

other relevant Lender) has been obtained or whether the determination or direction by the

Majority Lenders (or, as the case may be, all the Lenders or a specific group of Lenders

or such other relevant Lender) has been made. Absent an Exclusion Notice by a

Restricted Lender the Agent is not permitted to exclude that Restricted Lender for the

purpose of determining whether the consent and/or approval of the Majority Lenders (or,

as the case may be, all the Lenders or a specific group of Lenders or such other relevant

Lender) has been obtained or whether the determination or direction by the Majority

Lenders (or, as the case may be, all the Lenders or such other relevant Lender) has been

made.

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Section 2 -  The Facility

2The Facility

2.1The Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrower a term loan

facility in an aggregate amount equal to the Total Commitments.

2.2Finance Parties' rights and obligations

(a)The obligations of each Finance Party under the Finance Documents are several. Failure

by a Finance Party to perform its obligations under the Finance Documents does not affect

the obligations of any other Party under the Finance Documents. No Finance Party is

responsible for the obligations of any other Finance Party under the Finance Documents.

(b)The rights of each Finance Party under or in connection with the Finance Documents are

separate and independent rights and any debt arising under the Finance Documents to a

Finance Party from an Obligor is a separate and independent debt in respect of which a

Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below.

The rights of each Finance Party include any debt owing to that Finance Party under the

Finance Documents and, for the avoidance of doubt, the Loan (or any relevant part of it) or

any other amount owed by an Obligor which relates to a Finance Party's participation in the

Facility or its role under a Finance Document (including any such amount payable to the

Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

(c)A Finance Party may, except as specifically provided in the Finance Documents (including

clause 42 (Finance Parties acting together)), separately enforce its rights under or in

connection with the Finance Documents.

2.3Obligors’ Agent

(a)Each Obligor (other than an Obligor appointed (or to be appointed) as Obligors’ Agent

pursuant to the terms of this Agreement) by its execution of this Agreement or an Accession

Deed irrevocably appoints Guarantor A (on and from the date of this Agreement until the

Share Exchange Completion) and UK ListCo (on and from the Share Exchange Completion

until the end of the Facility Period) (in each case) acting through one or more authorised

signatories to act on its behalf as its agent in relation to the Finance Documents and

irrevocably authorises:

(i)such Guarantor on its behalf to supply all information concerning itself

contemplated by this Agreement to the Finance Parties and to give all notices and

instructions (including, in the case of the Borrower, the Utilisation Request), to

make such agreements and to effect the relevant amendments, supplements and

variations capable of being given, made or effected by any Obligor notwithstanding

that they may affect the Obligor, without further reference to or the consent of that

Obligor; and

(ii)each Finance Party to give any notice, demand or other communication to that

Obligor pursuant to the Finance Documents to such Guarantor,

(iii)and in each case the Obligor shall be bound as though the Obligor itself had given the

notices and instructions (including, without limitation, the Utilisation Request) or executed

or made the agreements or effected the amendments, supplements or variations, or

received the relevant notice, demand or other communication.

(b)Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement,

variation, notice or other communication given or made by the Obligors' Agent or given to

the Obligors' Agent under any Finance Document on behalf of another Obligor or in

connection with any Finance Document (whether or not known to any other Obligor and

whether occurring before or after such other Obligor became an Obligor under any Finance

Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly

made, given or concurred with it. In the event of any conflict between any notices or other

communications of the Obligors' Agent and any other Obligor, those of the Obligors' Agent

shall prevail.

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3Purpose

3.1Purpose

The Borrower shall apply all amounts borrowed under the Facility in accordance with this clause

3.

3.2Existing Indebtedness

The Total Commitments shall be made available solely for the purpose of assisting the Borrower

to refinance the Existing Indebtedness provided that if the Total Commitments exceed the

amount required to discharge the Existing Indebtedness, then the Borrower may use any such

surplus for the purpose of financing the Ship.

3.3Monitoring

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

to this Agreement.

4Conditions of Utilisation

4.1Initial conditions precedent

The Borrower (or the Obligors’ Agent on its behalf) may not deliver the Utilisation Request

unless the Agent, or its duly authorised representative, has received all of the documents and

other evidence listed in Part 1 (Initial conditions precedent) of Schedule 3 (Conditions

precedent) in form and substance satisfactory to the Agent.

4.2Conditions precedent before Utilisation

The Commitments may only be borrowed under this Agreement if the Agent, or its duly

authorised representative, has received all of the documents and evidence listed in Part 2 of

Schedule 3 (Conditions precedent) in form and substance satisfactory to the Agent (acting

reasonably).

4.3Further conditions precedent

The Lenders will only be obliged to comply with clause 5.4 (Lenders' participation) if:

(a)on the date of the Utilisation Request and on the proposed Utilisation Date, no Default is

continuing or would result from the proposed Utilisation;

(b)on the date of the Utilisation Request and on the proposed Utilisation Date, all of the

representations set out in clause 20 (Representations) (except the Ship Representations

and the representations set out in clauses 20.14 (No filing or stamp taxes) to 20.17 (Other

Tax matters) and clause 20.28 (No adverse consequences)) are true in all material

respects;

(c)on the date of the Utilisation Request and on the proposed Utilisation Date, no events,

facts, conditions or circumstances shall exist or have arisen or occurred (and neither the

Agent nor any Lender shall have become aware of other events, facts, conditions or

circumstances not previously known to it), which the Agent (acting on the instructions of the

Majority Lenders) shall determine, have had or could reasonably be expected to have, a

Material Adverse Effect; and

(d)where the proposed Utilisation Date is to be the first day of the Mortgage Period, the Ship

Representations are true on the proposed Utilisation Date.

4.4Conditions subsequent

The Borrower shall, as soon as practicable after the Utilisation Date and in any event within the

time period stated in Part 3 of Schedule 3 (Conditions precedent), deliver to the Agent all of the

36

documents and evidence listed in Part 3 of Schedule 3 (Conditions precedent), in form and

substance satisfactory to the Agent.

4.5Waiver of conditions precedent

The conditions in this clause 4 are inserted solely for the benefit of the Finance Parties and may

be waived on their behalf in whole or in part and with or without conditions by the Agent acting

on the instructions of the Majority Lenders.

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Section 3 -  Utilisation

5Utilisation

5.1Delivery of the Utilisation Request

The Borrower (or the Obligors’ Agent on its behalf) may utilise the Facility by delivery to the

Agent of a duly completed Utilisation Request not later than 10:00 a.m. (Oslo time) five

Business Days before the proposed Utilisation Date (or such later date before the proposed

Utilisation Date as may be approved by all the Lenders).

5.2Completion of the Utilisation Request

(a)The Utilisation Request is irrevocable and will not be regarded as having been duly

completed unless:

(i)the proposed Utilisation Date is a Business Day falling not later than the Last

Availability Date;

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

amount);

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

(iv)it identifies the purpose for the Utilisation and that purpose complies with clause 3

(Purpose).

(b)Only one Utilisation Request may be submitted and the Total Commitments may only be

borrowed in one Loan in a single amount.

5.3Currency and amount

(a)The currency specified in the Utilisation Request must be euro.

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

(i)the Total Commitments; and

(ii)the amount in euro which is 65% of the market value of the Ship as shown by the

valuation made pursuant to Part 2 (Conditions precedent before Utilisation) of

Schedule 3 (Conditions precedent).

5.4Lenders' participation

(a)If the conditions set out in this Agreement have been met, each Lender shall make its

participation in the Loan available by 11:00 am (CET time) on the relevant Utilisation Date

through its Facility Office.

(b)The amount of each Lender's participation in the Loan will be equal to the proportion borne

by its Commitment to the Total Commitments immediately prior to making the Loan.

(c)The Agent shall promptly notify each Lender of the amount of the Loan and the amount of

its participation in the Loan, in each case by 11:00 a.m. (CET time) on the date falling two

Business Days before the relevant Quotation Day.

(d)The Agent shall pay all amounts received by it in respect of the Loan (and its own

participation in it, if any) to the Borrower or DNB Bank ASA as lender or agent under the

Existing Facilities Agreement, in each case in accordance with the instructions contained in

the Utilisation Request.

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6Ancillary Facilities

6.1Type of Facility

(a)An Ancillary Facility may be by way of a guarantee, bonding, documentary or stand-by

letter of credit facility, in connection with the business of the Group and which is agreed by

Guarantor A or Guarantor C (as applicable) with an Ancillary Lender.

(b)The Lenders shall have the right of first refusal to enter into any a guarantee, bonding,

documentary or stand-by letter of credit facility (through Ancillary Facilities) for which any

Group Member is considering to enter into such facility for the purpose of procuring the

issuance of guarantees, bonds, letters of credit in relation to the trading of the Ship and/or

otherwise in connection with this Facility.

6.2Availability

(a)An Ancillary Facility shall not be made available unless, not later than five Business Days

prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received

from the Borrower (or the Obligors’ Agent on its behalf):

(i)a notice in writing of the establishment of an Ancillary Facility and specifying that:

(A)the Borrower will be the obligor that may use the Ancillary Facility;

(B)the proposed Ancillary Commencement Date and expiry date of the Ancillary

Facility;

(C)the proposed Ancillary Lender (being a Lender);

(D)the proposed Ancillary Commitment and the maximum amount of the

Ancillary Facility; and

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

and

(ii)any other information which the Agent may reasonably request in connection with

the Ancillary Facility.

(b)The Agent shall promptly notify the Ancillary Lender and the other Lenders of the

establishment of an Ancillary Facility.

(c)Subject to compliance with paragraph (a) above:

(i)the Lender concerned will be the Ancillary Lender in respect of the relevant

Ancillary Facility; and

(ii)the Ancillary Facility will be available,

with effect from the date agreed by the Borrower and the Ancillary Lender.

6.3Terms of Ancillary Facilities

(a)Except as provided below, the terms of any Ancillary Facility will be those agreed by the

Ancillary Lender and the Borrower.

(b)Those terms:

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

Agreement);

(ii)may allow only the Borrower to use the Ancillary Facility;

(iii)may not allow the Ancillary Outstandings for that Ancillary Facility to exceed the

Ancillary Commitment for that Ancillary Facility;

39

(iv)must require that the Ancillary Commitment for that Ancillary Facility is reduced to

zero, and that all Ancillary Outstandings for the same are repaid not later than the

Final Repayment Date (or such earlier date as the Commitment of the relevant

Ancillary Lender (or its Affiliate) is reduced to zero).

(c)If there is any inconsistency between any term of an Ancillary Facility and any term of this

Agreement, this Agreement shall prevail except for:

(i)clause 47.3 (Day count convention) which shall not prevail for the purposes of

calculating fees, interest or commission relating to an Ancillary Facility;

(ii)an Ancillary Facility comprising more than one account where the terms of the

Ancillary Documents shall prevail; and

(iii)where the relevant term of this Agreement would be contrary to, or inconsistent

with, the law governing the relevant Ancillary Document, in which case that term of

this Agreement shall not prevail.

(d)Interest, commission and fees on Ancillary Facilities are dealt with in clause 13.4 (Interest,

commission and fees on Ancillary Facilities).

6.4Repayment of Ancillary Facility

(a)An Ancillary Facility shall cease to be available on the Final Repayment Date or such

earlier date on which its expiry date occurs or on which it is cancelled in accordance with

the terms of this Agreement.

(b)If an Ancillary Facility expires in accordance with its terms, the Ancillary Commitment of the

Ancillary Lender shall be reduced to zero and all Ancillary Outstandings shall be repaid in

full.

(c)No Ancillary Lender may demand repayment or prepayment of the Ancillary Outstandings

of the relevant Ancillary Facility prior to the expiry date of the relevant Ancillary Facility

unless:

(i)the Total Commitments have been cancelled in full or the outstanding Loan under

the Facility has become due and payable in accordance with the terms of this

Agreement; or

(ii)it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform

any of its obligations as contemplated by this Agreement or to fund, issue or

maintain its participation in its Ancillary Facility.

6.5Limitation on Ancillary Outstandings

The Borrower shall procure the Ancillary Outstandings under any Ancillary Facility shall not

exceed the Ancillary Commitment applicable to that Ancillary Facility.

6.6Information

The Borrower and each Ancillary Lender shall, promptly upon request by the Agent, supply the

Agent with any information relating to the operation of an Ancillary Facility (including the relevant

Ancillary Outstandings) as the Agent may reasonably request from time to time. The Borrower

consents to all such information being released to the Agent and the other Finance Parties.

6.7Amendments and Waivers – Ancillary Facilities

No amendment or waiver of a term of any Ancillary Facility shall require the consent of any

Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself

relates to or gives rise to a matter which would require an amendment of or under this

Agreement (including, for the avoidance of doubt, under this clause 6). In such a case,

clause 50 (Amendments and waivers) will apply.

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Section 4 -  Repayment, Prepayment and Cancellation

7Repayment

7.1Repayment

(a)The Borrower shall, on each Repayment Date, repay such part of the Loan as is required to

be repaid on that Repayment Date by clause 7.2 (Scheduled repayment of Facility).

(b)The Borrower may not reborrow any part of the Facility which has been repaid.

7.2Scheduled repayment of Facility

(a)To the extent not previously reduced, the Loan shall be repaid by instalments on each

Repayment Date and each such instalment to be in the amount specified in Schedule 6

(Original Schedule of Repayment Amounts) (as revised by clause 7.3 (Adjustment of

scheduled repayments)).

(b)The final instalment of the Loan comprises two parts, a repayment instalment in the amount

of €3,289,473.40 and a balloon instalment in the amount of €59,210,526.30 (the Balloon

Instalment).

(c)On the Final Repayment Date (without prejudice to any other provision of this Agreement)

the Total Commitments shall be reduced to zero and the Loan shall be repaid in full.

(d)If, on the Utilisation Date, the Loan is less than the Total Commitments, the Agent shall

prepare a Replacement Schedule of Repayment Amounts as soon as possible, however no

later than ten (10) Business Days following the Utilisation Date reflecting the actual amount

of the Loan and such Replacement Schedule of Repayment Amounts shall (in the absence

of manifest error) replace the Original Schedule of Repayment Amounts and shall be the

Schedule of Repayment Amounts for the Loan for all purposes of this Agreement. The

Agent shall notify all other Parties of such recalculation and provide to them a copy of the

Replacement Schedule of Repayment Amounts.

(e)The Borrower shall sign one copy of the relevant Schedule of Repayment Amounts referred

to in paragraph (a) or, as the case may be, (d), above and deliver it to the Agent on or prior

to the date falling 15 Business Days following the Utilisation Date. The Agent will sign such

Schedule of Repayment Amounts on behalf of the relevant Lenders.

7.3Adjustment of scheduled repayments

If the Total Commitments have been partially reduced under this Agreement and/or any part of

the Loan is prepaid (other than under clause 7.2 (Scheduled repayment of Facility)) before any

Repayment Date, then the amount of the instalments (including the Balloon Instalment) by which

the Loan shall be repaid under clause 7.2 (Scheduled repayment of Facility) on any such

Repayment Date (as reduced by any earlier operation of this clause 7.3) shall be reduced pro

rata to such reduction in the Total Commitments and/or prepayment of the Loan.

7.4Release

Following a full repayment of the Facility under clause 7.1 (Repayment), clause 8.4 (Voluntary

prepayment) or 8.8 clause (Sale or Total Loss) and further subject to:

(a)the concurrent prepayment by the Obligors of all the Ancillary Outstandings (as evidenced

to the Agent in a manner satisfactory to it by written confirmation of the relevant Ancillary

Lenders);

(b)the concurrent prepayment and/or settlement by the Obligors of all amounts under any

Hedging Contract and the closing out of all Hedging Transactions by the Obligors (as

evidenced to the Agent in a manner satisfactory to it by written confirmation of the relevant

Hedging Providers); and

(c)the Borrower repaying all other amounts owing pursuant to the Finance Documents,

41

then the Finance Parties agree to release the Mortgage and the other security on or in respect

of the Ship pursuant to a deed of release in such form acceptable to the Majority Lenders, after

such repayment and at the cost and expense of the Borrower, provided that no Event of

Default exists at the time of or would result from such release. 

8Illegality, prepayment and cancellation

8.1Illegality

If, in any applicable jurisdiction, it becomes unlawful or contrary to Sanctions for a Lender to

perform any of its obligations as contemplated by this Agreement or any of the other Finance

Documents, or for any Lender to fund or maintain its participation in the Loan or it becomes

unlawful or contrary to Sanctions for any Affiliate of a Lender for that Lender to do so:

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

(b)upon the Agent notifying the Borrower, the Available Commitment of that Lender will be

immediately cancelled and the Total Commitments shall be reduced correspondingly; and

(c)to the extent that the Lender’s participation has not been assigned pursuant to clause 8.7

(Replacement of Lender), the Borrower shall repay that Lender’s participation in the Loan

on the last day of the Interest Period occurring after the Agent has notified the Borrower or,

if earlier, the date specified by the Lender in the notice delivered to the Agent (being no

earlier than the last day of any applicable grace period permitted by law) and that Lender’s

corresponding Commitment shall be immediately cancelled in the amount of the

participation repaid.

8.2Change of control

(a)The Borrower (or the Obligors’ Agent on its behalf) shall promptly notify the Agent upon any

Obligor becoming aware of a Change of Control occurring.

(b)If a Change of Control occurs (without the consent of all the Lenders):

(i)a Lender shall not be obliged to fund the Loan; and

(ii)unless all the Lenders provide their consent to such Change of Control within 90

Business Days of the Borrower (or the Obligors’ Agent on its behalf) notifying the

Agent of the Change of Control, the Agent shall, at any time after the end of such

90 Business Day period and by not less than 45 prior days’ notice to the Borrower,

cancel all the Commitments and declare the Loan together with accrued interest,

fees and all other sums payable under this Agreement and any other Finance

Document under or in connection with the Loan immediately due and payable and

the Loan together with accrued interest, fees and all other sums payable under this

Agreement and any other Finance Document under or in connection with the Loan

shall be immediately due and payable at the end of such 45 day notice period.

8.3Voluntary cancellation

The Borrower may, if it gives the Agent not less than five Business Days’ (or such shorter period

as the Majority Lenders may agree) prior written notice, cancel the whole or any part (being a

minimum amount of €1,000,000 and a multiple of €100,000) of the Total Commitments which is

undrawn at the proposed date of cancellation. Upon any such cancellation, the Total

Commitments shall be reduced by the same amount.

8.4Voluntary prepayment

The Borrower may, if it gives the Agent not less than five Business Days’ (or such shorter period

as the Majority Lenders may agree) prior written notice, prepay the whole or any part of the

Loan (but if in part, being an amount that reduces the amount of the Loan by a minimum amount

of €1,000,000 and a multiple of €100,000), on the last day of an Interest Period in respect of the

amount to be prepaid (or any other date subject to payment of any Break Costs).

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8.5Right of cancellation and prepayment in relation to a single Lender

(a)If:

(i)any sum payable to any Lender by an Obligor is required to be increased under

clause 14.2 (Tax gross-up); or

(ii)any Lender claims indemnification from the Borrower under clause 14.3 (Tax

indemnity) or clause 15.1 (Increased costs),

the Borrower may, whilst the circumstance giving rise to the requirement for that increase

or indemnification continues, give the Agent notice of cancellation of the Commitment of

that Lender and their intention to procure the repayment of that Lender’s participation in

the Loan.

(b)On receipt of a notice referred to in paragraph (a) above, the Available Commitment of that

Lender shall immediately be reduced to zero and the Total Commitments shall be reduced

correspondingly. The Agent shall as soon as practicable after receipt of a notice referred to

in clause 8.5(a) above, notify all the Lenders.

(c)On the last day of each Interest Period which ends after the Borrower has given notice

under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the

Borrower in that notice), the Borrower shall repay that Lender’s participation in the Loan

together with all interest and other amounts accrued under the Finance Documents which

is then owing to it and that Lender’s corresponding Commitment shall be immediately

cancelled in the amount of the participations repaid.

8.6Right of cancellation in relation to a Defaulting Lender

(a)If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the

Lender continues to be a Defaulting Lender give the Agent 10 Business Days’ notice of

cancellation of the Available Commitment of that Lender.

(b)On such notice becoming effective, the Available Commitment of the Defaulting Lender

shall immediately be reduced to zero and the Total Commitments shall be reduced

correspondingly and the Agent shall as soon as practicable after receipt of such notice,

notify all the Lenders.

8.7Replacement of Lender

(a)If:

(i)any Lender becomes a Non-Consenting Lender (as defined in paragraph (d)

below); or

(ii)the Borrower becomes obliged to repay any amount in accordance with clause 8.1

(Illegality) to any Lender; or

(iii)any of the circumstances set out in paragraph (a) of clause 8.5 (Right of

cancellation and prepayment in relation to a single Lender) apply to a Lender,

the Borrower may, on 10 Business Days’ prior notice to the Agent and that Lender,

replace such Lender by requiring such Lender to assign (and, to the extent permitted by

law, such Lender shall assign) pursuant to clause 34 (Changes to the Lenders) all (and

not part only) of its rights under this Agreement (and any Security Document to which

such Lender is a party in its capacity as a Lender) to an Eligible Institution (a

Replacement Lender) which confirms its willingness to assume and does assume all the

obligations of the assigning Lender in accordance with clause 34 (Changes to the

Lenders) for a purchase price in cash payable at the time of the assignment in an amount

equal to the aggregate of:

(A)the outstanding principal amount of such Lender’s participation in the Loan;

(B)all accrued interest owing to such Lender;

43

(C)the Break Costs which would have been payable to such Lender pursuant to

clause 12.6 (Break Costs) had the Borrower prepaid in full that Lender’s

participation in the Loan on the date of the assignment; and

(D)all other amounts payable to that Lender under the Finance Documents on

the date of the assignment.

(b)The replacement of a Lender pursuant to this clause 8.7 shall be subject to the following

conditions:

(i)the Borrower shall have no right to replace the Agent or the Security Agent;

(ii)neither the Agent nor any Lender shall have any obligation to find a Replacement

Lender;

(iii)in the event of a replacement of a Non-Consenting Lender such replacement must

take place no later than 30 Business Days after the date on which that Lender is

deemed a Non-Consenting Lender;

(iv)in no event shall the Lender replaced under this clause 8.7 be required to pay or

surrender any of the fees received by such Lender pursuant to the Finance

Documents;

(v)the Lender shall only be obliged to assign its rights pursuant to paragraph (a)

above once each of such Lender and the Agent are satisfied that each has

complied with all necessary “know your customer” or other similar checks under all

applicable laws and regulations in relation to that assignment; and

(vi)the Borrower shall procure that if the Lender replaced is also a Hedging Provider,

no such replacement will take place unless the replaced Lender uses reasonable

endeavours to procure that the Replacement Lender at the same time enters into

an agreement with that Hedging Provider (who is also the replaced Lender)

pursuant to which that Hedging Provider, at the same time as the replacement of

the relevant Lender becomes effective, assigns and transfers to such Replacement

Lender (in its capacity as Hedging Provider) all of its rights and obligations under all

Hedging Contracts and the Hedging Master Agreement to which it is a party,

pursuant to the provisions of paragraph (b) of clause 34.2 (Borrower consultation;

Hedging Providers).

(c)Each of the Lender and the Agent shall perform the checks described in paragraph (b)(v)

above as soon as reasonably practicable following delivery of a notice referred to in

paragraph (a) above and the relevant Lender shall notify the Agent when it is satisfied (and

the Agent shall notify the Borrower when each of that Lender and the Agent is satisfied)

that it has complied with those checks.

(d)In the event that:

(i)the Borrower or the Agent (at the request of the Borrower) has requested the

Lenders to give a consent in relation to, or to agree to a waiver or amendment of,

any provisions of the Finance Documents;

(ii)the consent, waiver or amendment in question requires the approval of all the

Lenders;

(iii)all information requested by the Lenders has been provided by the Borrower to the

Lenders to enable them to assess the consent, waiver or amendment in question;

and

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

then any Lender who does not and continues not to consent or agree to such waiver or

amendment shall, after being provided reasonably sufficient time to consider and process

the consent, waiver or amendment in question (and in any event, not less than 10

Business Days from the date on which paragraph (iii) above has been complied with) be

deemed a Non-Consenting Lender.

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8.8Sale or Total Loss

On the Disposal Repayment Date:

(a)the Total Commitments shall be reduced to zero; and

(b)the Borrower shall prepay the Loan in full.

8.9Automatic cancellation

The unutilised Commitment (if any) of each Lender in relation to the Loan shall be automatically

cancelled at close of business in Oslo on the Last Availability Date.

8.10Mandatory prepayment – Environmental and Social Incidents and Claims

If a Corrective Action Plan is requested pursuant to clause 23.12 (Environmental and social

matters), and:

(a)such Corrective Action Plan is not provided to the satisfaction of the Agent and the Lenders

within sixty (60) days after (i) the occurrence of the relevant Environmental Incident,

Environmental Claim, Social Incident, Social Claim or IMO Code Claim, or, if earlier, (ii) the

Borrower becoming aware of such Environmental Incident, Environmental Claim, Social

Incident, Social Claim or IMO Code Claim, or (iii) such later date as may be agreed

between the Parties; or

(b)the requirements and deadlines as set out in the Corrective Action Plan are not diligently

and timely pursued in the reasonable opinion of the Agent and the Lenders,

the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower, with

effect from a date specified in that notice which is at least thirty (30) days after the giving of the

notice, cancel the Available Commitments and declare the Loan, together with accrued interest,

and all other amounts accrued or outstanding under the Finance Documents, immediately due

and payable on such date, whereupon with effect from such date each of the Available

Commitments will be immediately cancelled, the Facility shall immediately cease to be available

for further utilisation and the Loan and all such accrued interest and other amounts shall become

immediately due and payable on such date.

9Restrictions

9.1Notices of cancellation and prepayment

Any notice of cancellation or prepayment given by any Party under clause 8 (Illegality,

prepayment and cancellation) shall be irrevocable and, unless a contrary indication appears in

this Agreement, shall specify the date or dates upon which the relevant cancellation or

prepayment is to be made and the amount of that cancellation or prepayment.

9.2Interest and other amounts

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.

9.3Reborrowing

The Borrower may not re-borrow any part of the Facility which is prepaid or repaid.

45

9.4Prepayment in accordance with Agreement

The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the

Commitments except at the times and in the manner expressly provided for in this Agreement.

9.5No reinstatement of Commitments

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

reinstated.

9.6Agent’s receipt of notices

If the Agent receives a notice under clause 8 it shall promptly forward a copy of that notice to

either the Borrower or the affected Lender, as appropriate.

9.7Effect of repayment and prepayment on Commitments

If all or part of any Lender’s participation in the Loan is repaid or prepaid, an amount of that

Lender’s Commitment equal to the amount of the participation which is repaid or prepaid will be

deemed to be cancelled on the date of repayment or prepayment.

9.8Application of cancellations

If the Total Commitments are partially reduced and/or the Loan is partially prepaid under this

Agreement (other than under clause 8.1 (Illegality), clause 8.5 (Right of cancellation and

prepayment in relation to a single Lender) and clause 8.6 (Right of cancellation in relation to a

Defaulting Lender)), the Commitments of the Lenders shall be reduced rateably.

9.9Application of prepayments

(a)Any prepayment required as a result of a cancellation in full of an individual Lender’s

Commitment under clause 8.1 (Illegality) or clause 8.5 (Right of cancellation and

prepayment in relation to a single Lender) shall be applied in prepaying the relevant

Lender’s participation in the Loan.

(b)Any other partial prepayment of the Loan shall be applied pro rata to the participation of all

the Lenders in the relevant Loan.

9.10Reduction in hedging exposure on prepayment

Any prepayment under this Agreement shall be made together with payment to any Hedging

Provider of any amount falling due to the relevant Hedging Provider under a Hedging Contract

as a result of the termination or close out of that Hedging Contract or any Hedging Transaction,

in full or in part, under it in accordance with clause 31.3 (Unwinding of Hedging Contracts) in

relation to that prepayment.

9.11Removal of Finance Parties from security

Upon cancellation and prepayment in full of an individual Lender’s Commitment under clause

8.1 (Illegality) or clause 8.5 (Right of cancellation and prepayment in relation to a single Lender):

(a)that Lender and the other Parties must promptly take (and the Borrower shall ensure that

any other relevant Obligor promptly takes) whatever action the Agent may, in its reasonable

opinion, deem necessary or desirable for the purpose of removing that Lender as a party to

and beneficiary of any Security Documents granted in favour of (among others) the

Lenders; and

(b)if that Lender is also a Hedging Provider, following the corresponding prepayment and/or

settlement in full of the amounts outstanding under any Hedging Contract entered into with

that Hedging Provider and the termination and close out of all Hedging Transactions with

that Hedging Provider by the Borrower (if applicable) pursuant to clause 33.4(b) (Close out

of Hedging Contracts), that Hedging Provider and the other Parties must promptly take

46

(and the Borrower shall ensure that any other relevant Obligor promptly takes) whatever

action the Agent may, in its reasonable opinion, deem necessary or desirable for the

purpose of removing that Hedging Provider as a party to and beneficiary of any Security

Documents granted in favour of (among others) the Hedging Providers.

47

Section 5 -  Costs of Utilisation

10Interest

10.1Calculation of interest

The rate of interest on the Loan (or any relevant part of it for which there is a separate Interest

Period) for each Interest Period for the Loan is the percentage rate per annum which is the

aggregate of:

(a)the applicable Margin; and

(b)EURIBOR for the relevant Interest Period.

10.2Green Loan Margin Adjustment

(a)Subject to clause 23.14 (Declassification Event) and the other paragraphs of this

clause 10.2, following the receipt by the Agent of a Pre-Utilisation Green Loan Compliance

Certificate under paragraph (b) below and each Green Loan Compliance Certificate in

accordance with clause 21.14 (Green Loan Compliance Certificate and Green Loan

Report), the Margin applicable to the Loan shall be re-determined as follows (the Green

Loan Margin Adjustment):

(i)if pursuant to the Green Loan Compliance Certificate the Borrower is in compliance

with the Green Asset Criteria, the applicable Margin shall be as set out in

paragraph (a) of the definition of Margin in clause 1.1 (Definitions); or

(ii)if pursuant to the Green Loan Compliance Certificate the Borrower is not in

compliance with the Green Asset Criteria, the applicable Margin shall increase by

zero point ten per cent. (0.10%) per annum.

(b)On or before the date of this Agreement, the Borrower shall deliver a Pre-Utilisation Green

Loan Compliance Certificate and any Green Loan Margin Adjustment shall take effect:

(i)for the purposes of calculating the Margin for the Loan, from the first day of the next

Interest Period for the Loan until the earlier of (A) the end of the Interest Period for

the Loan immediately following a Declassification Event and, where applicable, (B)

the date when the first Green Loan Margin Adjustment is to be made in respect of

the Loan due to the submission of a Green Loan Compliance Certificate under

clause 21.14 (Green Loan Compliance Certificate and Green Loan Report); and

(ii)for the purposes of calculating the commitment fee pursuant to clause 13.1

(Commitment fee) for the Loan, from the date of its submission until the earlier of

(A) the next due date of commitment fee for the Loan following a Declassification

Event and (B) the date when the first Green Loan Margin Adjustment is to be made

due to the submission of a Green Loan Compliance Certificate under clause 21.14

(Green Loan Compliance Certificate and Green Loan Report).

(c)Where a Green Loan Compliance Certificate (other than a Pre-Utilisation Green Loan

Compliance Certificate) is received in respect of a financial year (a Relevant Year), any

Green Loan Margin Adjustment in respect of the Margin for the Loan shall take effect on the

first day of the next Interest Period for the Loan which falls within the next financial year

after the Relevant Year and shall apply until the end of the Interest Period immediately

following the earlier of (i) a Declassification Event and (ii) another Green Loan Margin

Adjustment pursuant to this clause 10.2.

(d)Excluding any Pre-Utilisation Green Loan Compliance Certificate, only one Green Loan

Compliance Certificate may be delivered in respect of each financial year.

(e)If a revised Green Loan Compliance Certificate is received by the Agent pursuant to clause

21.15 (Green Loan Compliance Certificate Inaccuracy), any Green Loan Margin

Adjustment which was applied to the Margin for the Loan during a financial year shall:

(i)be recalculated in accordance with the revised Green Loan Compliance Certificate;

and

48

(ii)take effect on the first day of the next Interest Period for the Loan which falls within

the same financial year and shall apply until the end of the Interest Period for the

Loan immediately following the earlier of (i) a Declassification Event and (ii) another

Green Loan Margin Adjustment pursuant to this clause 10.2; save that where the

relevant Green Loan Compliance Certificate Inaccuracy relates to a Pre-Utilisation

Green Loan Compliance Certificate, such recalculation shall take effect:

(A)for the purposes of calculating the Margin for the Loan, from the first day of

the next Interest Period for the Loan, until the earlier of (A) the end of the

Interest Period immediately following a Declassification Event and (B) the

date when the first Green Loan Margin Adjustment is to be made in respect

of the Loan due to the submission of a Green Loan Compliance Certificate

under 21.14 (Green Loan Compliance Certificate and Green Loan Report);

and

(B)for the purposes of calculating the commitment fee pursuant to clause 13.1

(Commitment fee) for the Loan, from the first day falling after the next due

date of commitment fee under such clause 13.1 (Commitment fee) following

its submission, until the earlier of (A) the next due date of commitment fee for

the Loan following a Declassification Event and (B) the date when the first

Green Loan Margin Adjustment is to be made due to the submission of a

Green Loan Compliance Certificate under clause 21.14 (Green Loan

Compliance Certificate and Green Loan Report).

(f)If a revised Green Loan Compliance Certificate received by the Agent pursuant to clause

21.15 (Green Loan Compliance Certificate Inaccuracy) shows that a higher Margin or

commitment fee pursuant to clause 13.1 (Commitment fee) should have applied during a

certain period, then the Borrower shall promptly pay to the Agent any amounts necessary

to put the Agent and the Lenders in the position they would have been had the appropriate

rate of the Margin and commitment fee applied during that period.

10.3Payment of interest

The Borrower shall pay accrued interest on the Loan (or any relevant part of it) on the last day of

each Interest Period for the Loan (or the relevant part of it) (and, if an Interest Period is longer

than 3 Months, on the dates falling at 3 Monthly intervals after the first day of that Interest

Period).

10.4Default interest

(a)If an Obligor fails to pay any amount payable by it under a Finance Document (other than a

Hedging Contract) to a Finance Party on its due date, interest shall accrue on the overdue

amount from the due date up to the date of actual payment (both before and after

judgment) at a rate which, subject to paragraph (c) below, is two per cent. (2%) per annum

higher than the rate which would have been payable if the overdue amount had, during the

period of non-payment, constituted the Loan for successive Interest Periods, each of a

duration selected by the Agent (acting reasonably).

(b)Any interest accruing under this clause 10.4 shall be immediately payable by the Obligor on

demand by the Agent.

(c)If any overdue amount consists of all or part of the Loan (or any relevant part of it) which

became due on a day which was not the last day of an Interest Period relating to the Loan

or the relevant part of it:

(i)the first Interest Period for that overdue amount shall have a duration equal to the

unexpired portion of the current Interest Period relating to the Loan or the relevant

part of it; and

(ii)the rate of interest applying to the overdue amount during that first Interest Period

shall be two per cent. (2%) per annum higher than the rate which would have

applied if the overdue amount had not become due.

(d)Default interest payable under this clause 10.4 (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.

49

10.5Notification of rates of interest

(a)The Agent shall promptly notify the Lenders and the Borrower (or the Obligors’ Agent on its

behalf) of the determination of a rate of interest under this Agreement.

(b)The Agent shall promptly notify the Borrower (or the Obligors’ Agent on its behalf) of each

Funding Rate relating to the Loan (or any relevant part of it).

11Interest Periods

11.1Selection of Interest Periods

(a)The Borrower (or the Obligors’ Agent on its behalf) may select an Interest Period in the

Utilisation Request and (after the Loan has been borrowed) may select an Interest Period

for the Loan in a Selection Notice.

(b)Each Selection Notice is irrevocable and must be delivered to the Agent by the Borrower

(or the Obligors’ Agent on its behalf) not later than 11:00 a.m. four Business Days before

the last day of the then current Interest Period for the Loan.

(c)If the Borrower (or the Obligors’ Agent on its behalf) fails to deliver a Selection Notice to the

Agent in accordance with the above paragraph, the relevant Interest Period will, subject to

clause 11.2 (Interest Periods overrunning Repayment Dates), be 3 Month(s).

(d)Subject to this clause 11.1, the Borrower (or the Obligors’ Agent on its behalf) may select

an Interest Period of three Months or any other period agreed between the Borrower (or the

Obligors’ Agent on its behalf), the Agent and all the Lenders.

(e)No Interest Period shall extend beyond the Final Repayment Date.

(f)The first Interest Period for the Loan shall start on the Utilisation Date and end on the First

Repayment Date, and each subsequent Interest Period shall start on the last day of its

preceding Interest Period.

11.2Interest Periods overrunning Repayment Dates

Subject to the agreement of the Agent and all the Lenders, if the Borrower selects an Interest

Period for the Loan which would overrun any later Repayment Date, the Loan shall be divided

into parts corresponding to the amounts by which the Loan is scheduled to be repaid under

clause 7.2 (Scheduled repayment of Facility) on each of the Repayment Dates falling during

such Interest Period (each of which shall have a separate Interest Period ending on the relevant

Repayment Date) and to the balance of the Loan (which shall have the Interest Period selected

by the Borrower).

11.3Non-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).

12Changes to the calculation of interest

12.1Unavailability of Screen Rate

(a)Interpolated Screen Rate: If no Screen Rate is available for EURIBOR for an Interest

Period, EURIBOR shall be the Interpolated Screen Rate for a period equal in length to that

Interest Period.

(b)Reference Bank Rate: If no Screen Rate is available for EURIBOR for:

(i)euro; or

50

(ii)the relevant Interest Period and it is not possible to calculate the Interpolated

Screen Rate,

EURIBOR shall be the Reference Bank Rate as of 11.30 a.m. (Brussels time) on the

relevant Quotation Day and for a period equal in length to the relevant Interest Period.

(c)Cost of funds: If paragraph (b) above applies but no Reference Bank Rate is available for

euro or the relevant Interest Period, there shall be no EURIBOR for that Interest Period and

clause 12.4 (Cost of funds) shall apply for that Interest Period.

12.2Calculation of Reference Bank Rate

(a)Subject to paragraph (b) below, if EURIBOR for an Interest Period is to be determined by

reference to the Reference Banks but a Reference Bank does not supply a quotation by

11.30 a.m. (Brussels time) on the relevant Quotation Day, the Reference Bank Rate shall

be calculated on the basis of the quotations of the remaining Reference Banks.

(b)If at or about 11.30 a.m. (Brussels time) on the relevant Quotation Day none or only one of

the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for that

Interest Period.

12.3Market disruption

If before close of business in London on the Quotation Day for an Interest Period for the Loan

(or any part of it) either (i) EURIBOR is unavailable or (ii) the Agent receives notifications from a

Lender or Lenders (whose aggregate participations in the Loan exceed fifty per cent. (50%) of

the Loan) that the cost to it of funding its participation in the Loan or relevant part of it from

whatever source it may reasonably select would be in excess of EURIBOR then clause 12.4

(Cost of funds) shall apply to the Loan or relevant part of it for the relevant Interest Period.

12.4Cost of funds

(a)If this clause 12.4 applies, the rate of interest on each Lender’s share of the Loan or

relevant part of it for the Interest Period shall be the percentage rate per annum which is

the sum of:

(i)the applicable Margin;

(ii)the rate notified to the Agent by that Lender as soon as practicable and in any

event within ten Business Days of the first day of that Interest Period (or, if earlier,

on the date falling ten Business Days before the date on which interest is due to be

paid in respect of that Interest Period), to be that which expresses as a percentage

rate per annum its cost of funds relating to its participation in the Loan.

(b)If this clause 12.4 applies and the Agent or the Borrower so require, the Agent and the

Borrower shall enter into negotiations (for a period of not more than thirty days) with a view

to agreeing a substitute basis for determining the rate of interest.

(c)Any substitute or alternative basis agreed pursuant to paragraph (b) above shall, with the

prior consent of all the Lenders and the Borrower, be binding on all Parties.

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

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

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

above,

the cost to that Lender of funding its participation in the Loan or relevant part of it for that

Interest Period shall be deemed, for the purposes of paragraph (a) above, to be EURIBOR.

(e)If this clause 12.4 applies pursuant to clause 12.1 (Unavailability of Screen Rate) but any

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

of interest shall be calculated on the basis of the quotations of the remaining Lenders.

51

12.5Notification to Borrower

If clause 12.4 (Cost of funds) applies, the Agent shall, as soon as is practicable, notify the

Borrower (or the Obligors’ Agent on its behalf).

12.6Break Costs

(a)The Borrower shall, within three Business Days of demand by a Finance Party, pay to that

Finance Party its Break Costs attributable to all or any part of the Loan or Unpaid Sum

being paid by the Borrower on a day other than the last day of an Interest Period for the

Loan (or any relevant part of it) or Unpaid Sum.

(b)Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide

a certificate to the Borrower and the Agent confirming the amount of its Break Costs for any

Interest Period in which they accrue.

13Fees

13.1Commitment fee

(a)The Borrower shall pay to the Agent (for the account of each Lender other than DNB Bank

ASA as Lender) a fee in euro computed at the rate per annum equal to 35% of the Margin

applicable to the Loan (taking into account any Green Loan Margin Adjustment), on that

Lender’s Available Commitment in respect of the Loan, calculated on a daily basis from the

date of this Agreement (the Start Date).

(b)The Borrower shall pay the accrued commitment fee on the last day of the period of three

Months commencing on the Start Date, on the last day of each successive period of three

Months thereafter until the earlier of the Last Availability Date and the Utilisation Date, on

the earlier of such dates and, if cancelled in full, on the cancelled amount of the relevant

Lender’s Available Commitment at the time the cancellation is effective.

(c)No commitment fee is payable to the Agent (for the account of a Lender) on any undrawn

Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

13.2Mandated lead arranger fee

The Borrower shall pay to the Arrangers a mandated lead arranger fee in the amount and at the

times agreed in a Fee Letter.

13.3Agency fee

The Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at

the times agreed in a Fee Letter.

13.4Interest, commission and fees on Ancillary Facilities

The rate and time of payment of interest, commission, fees and any other remuneration in

respect of each Ancillary Facility shall be determined by agreement between the relevant

Ancillary Lender and the Borrower as borrower of that Ancillary Facility based upon normal

market rates and terms.

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Section 6 -  Additional Payment Obligations

14Tax gross-up and indemnities

14.1Definitions

In this Agreement:

Borrower DTTP Filing means an HM Revenue & Customs’ Form DTTP2 duly completed and

filed by the Borrower, which:

(a)where it relates to a Treaty Lender that is an Original Lender, contains the scheme

reference number and jurisdiction of tax residence stated opposite that Lender’s name in

Schedule 1 (The original parties), and is filed with HM Revenue & Customs within 30 days

of the date of this Agreement; or

(b)where it relates to a Treaty Lender that is not an Original Lender, contains the scheme

reference number and jurisdiction of tax residence stated in respect of that Lender in the

documentation which it executes on becoming a Party as a Lender and is filed with HM

Revenue & Customs within 30 days of that date.

Cancelled Certificate means any QPP Certificate in respect of which HM Revenue & Customs

has given a notification under regulation 7(4)(b) of the QPP Regulations so that such QPP

Certificate is a cancelled certificate for the purposes of the QPP Regulations.

Protected Party means a Finance Party or, in relation to clause 16.5 (Indemnity concerning

security) and clause 16.8 (Interest) insofar as it relates to interest on any amount demanded by

that Indemnified Person under clause 16.5 (Indemnity concerning security), any Indemnified

Person, which is or will be subject to any liability, or required to make any payment, for or on

account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes

of Tax to be received or receivable) under a Finance Document.

QPP Certificate means a creditor certificate for the purposes of the QPP Regulations, given, in

the case of an Original Lender, in the form set out in Schedule 12  (Form of QPP Certificate), or,

in the case of a New Lender, in the form set out in Schedule 2 of Schedule 8  (Form of Transfer

Certificate), as applicable.

QPP Lender means a Lender which has delivered a QPP Certificate to the Borrower, provided

that such QPP Certificate is not a Withdrawn Certificate or a Cancelled Certificate.

QPP Regulations means the Qualifying Private Placement Regulations 2015 (2015 No. 2002).

Qualifying Lender means:

(a)a Lender which is beneficially entitled to interest payable to that Lender in respect of an

advance under a Finance Document and is:

(i)a Lender:

(A)which is a bank (as defined for the purpose of section 879 of the ITA) making

an advance under a Finance Document and is within the charge to United

Kingdom corporation tax as respects any payments of interest made in

respect of that advance or would be within such charge as respects such

payments apart from section 18A of the CTA; or

(B)in respect of an advance made under a Finance Document by a person that

was a bank (as defined for the purpose of section 879 of the ITA) at the time

that that advance was made and within the charge to United Kingdom

corporation tax as respects any payments of interest made in respect of that

advance; or

(ii)a Lender which is:

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(A)a company resident in the United Kingdom for United Kingdom tax purposes;

(B)a partnership each member of which is:

(1)a company so resident in the United Kingdom; or

(2)a company not so resident in the United Kingdom which carries on a

trade in the United Kingdom through a permanent establishment and

which brings into account in computing its chargeable profits (within

the meaning of section 19 of the CTA) the whole of any share of

interest payable in respect of that advance that falls to it by reason of

Part 17 of the CTA;

(C)a company not so resident in the United Kingdom which carries on a trade in

the United Kingdom through a permanent establishment and which brings

into account interest payable in respect of that advance in computing the

chargeable profits (within the meaning of section 19 of the CTA) of that

company; or

(iii)a Treaty Lender; or

(iv)a QPP Lender; or

(b)a Lender which is a building society (as defined for the purposes of section 880 of the

ITA) making an advance under a Finance Document.

Tax Confirmation means a confirmation by a Lender that the person beneficially entitled to

interest payable to that Lender in respect of an advance under a Finance Document is either:

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

(b)a partnership each member of which is:

(i)a company so resident in the United Kingdom; or

(ii)a company not so resident in the United Kingdom which carries on a trade in the

United Kingdom through a permanent establishment and which brings into account

in computing its chargeable profits (within the meaning of section 19 of the CTA)

the whole of any share of interest payable in respect of that advance that falls to it

by reason of Part 17 of the CTA; or

(c)a company not so resident in the United Kingdom which carries on a trade in the United

Kingdom through a permanent establishment and which brings into account interest

payable in respect of that advance in computing the chargeable profits (within the

meaning of section 19 of the CTA) of that company.

Tax Credit means a credit against, relief or remission for, or repayment of any Tax.

Tax Deduction means a deduction or withholding for or on account of Tax from a payment

under a Finance Document (other than a Hedging Contract) other than a FATCA Deduction.

Tax Payment means either the increase in a payment made by an Obligor to a Finance Party

under clause 14.2 (Tax gross-up) or a payment under clause 14.3 (Tax indemnity).

Treaty Lender means a Lender which is not a QPP Lender and:

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

(b)does not carry on a business in the United Kingdom through a permanent establishment

with which that Lender’s participation in the Loan is effectively connected.

Treaty State means a jurisdiction having a double taxation agreement (a Treaty) with the

United Kingdom which makes provision for full exemption from tax imposed by the United

Kingdom on interest.

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UK Non-Bank Lender means a Lender which is not an Original Lender and which gives a Tax

Confirmation in the documentation which it executes on becoming a Party as a Lender.

Withdrawn Certificate means a withdrawn certificate for the purposes of the QPP Regulations.

Unless a contrary indication appears, in this clause 14, a reference to determines or

determined means a determination made in the absolute discretion of the person making the

determination.

14.2Tax gross-up

(a)Each Obligor shall make all payments to be made by it under any Finance Document

without any Tax Deduction, unless a Tax Deduction is required by law.

(b)The Borrower (or the Obligors’ Agent on its behalf) shall, promptly upon any of them

becoming aware that an Obligor must make a Tax Deduction (or that there is any change in

the rate or the basis of a Tax Deduction), notify the Agent accordingly. Similarly, a Lender

shall notify the Agent on becoming so aware in respect of a payment payable to that

Lender. If the Agent receives such notification from a Lender it shall notify the Borrower and

that Obligor.

(c)If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment

due from that Obligor under the relevant Finance Document shall be increased to an

amount which (after making any Tax Deduction) leaves an amount equal to the payment

which would have been due if no Tax Deduction had been required.

(d)A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction

on account of Tax imposed by the United Kingdom, if on the date on which the payment

falls due:

(i)the payment could have been made to the relevant Lender without a Tax Deduction

if the Lender had been a Qualifying Lender, but on that date that Lender is not or

has ceased to be a Qualifying Lender other than as a result of any change after the

date it became a Lender under this Agreement in (or in the interpretation,

administration, or application of) any law or Treaty or any published practice or

published concession of any relevant taxing authority; or

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

definition of Qualifying Lender and:

(A)an officer of H.M. Revenue & Customs has given (and not revoked) a

direction (a Direction) under section 931 of the ITA which relates to the

payment and that Lender has received from the Obligor making the payment

or from Guarantor A (up to the Share Exchange Completion) and UK ListCo

(on and from the Share Exchange Completion) a certified copy of that

Direction; and

(B)the payment could have been made to the Lender without any Tax Deduction

if that Direction had not been made; or

(iii)the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a)(ii) of the

definition of “Qualifying Lender” and:

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

(B)the payment could have been made to the Lender without any Tax Deduction

if the Lender had given a Tax Confirmation to the Borrower, on the basis that

the Tax Confirmation would have enabled the Borrower to have formed a

reasonable belief that the payment was an “excepted payment” for the

purpose of section 930 of the ITA; or

(iv)the relevant Lender is a Treaty Lender and the Obligor making the payment is able

to demonstrate that the payment could have been made to the Lender without the

Tax Deduction had that Lender complied with its obligations under paragraph (g) or

(h) (as applicable) below.

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(e)If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax

Deduction and any payment required in connection with that Tax Deduction within the time

allowed and in the minimum amount required by law.

(f)Within 30 days of making either a Tax Deduction or any payment required in connection

with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for

the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance

Party that the Tax Deduction has been made or (as applicable) any appropriate payment

paid to the relevant taxing authority.

(g)

(i)Subject to paragraph (ii) below, a Treaty Lender and each Obligor which makes a

payment to which that Treaty Lender is entitled shall co-operate in completing any

procedural formalities necessary for that Obligor to obtain authorisation to make

that payment without a Tax Deduction.

(ii)

(A)A Treaty Lender which is an Original Lender and that holds a passport under

the HMRC DT Treaty Passport scheme, and which wishes that scheme to

apply to this Agreement, shall confirm its scheme reference number and its

jurisdiction of tax residence opposite its name in Schedule 1 (The original

parties); and

(B)a Treaty Lender which is not an Original Lender and that holds a passport

under the HMRC DT Treaty Passport scheme, and which wishes that

scheme to apply to this Agreement, shall confirm its scheme reference

number and its jurisdiction of tax residence in the documentation which it

executes on becoming a Party as a Lender,

and, having done so, that Lender shall be under no obligation pursuant to

paragraph (i) above.

(h)If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence

in accordance with paragraph (g)(ii) above and:

(i)the Borrower making a payment to that Lender has not made a Borrower DTTP

Filing in respect of that Lender; or

(ii)the Borrower making a payment to that Lender has made a Borrower DTTP Filing

in respect of that Lender but:

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

(B)HM Revenue & Customs has not given the Borrower authority to make

payments to that Lender without a Tax Deduction within 60 days of the date

of a Borrower DTTP Filing; or

(C)HM Revenue & Customs has given the Borrower authority to make

payments to that Lender without a Tax Deduction but such authority has

subsequently been revoked or expired,

and in each case, the Borrower has notified that Lender in writing, that Lender and

the Borrower shall co-operate in completing any additional procedural formalities

necessary for that Borrower to obtain authorisation to make that payment without a

Tax Deduction.

(i)If a Lender has not confirmed its scheme reference number and jurisdiction of tax

residence in accordance with paragraph (g)(ii) above, no Obligor shall make a Borrower

DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in

respect of that Lender’s Commitment or its participation in the Loan unless the Lender

otherwise agrees.

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(j)The Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that

Borrower DTTP Filing to the Agent for delivery to the relevant Lender.

(k)A UK Non-Bank Lender which is an Original Lender gives a Tax Confirmation to the

Borrower by entering into this Agreement.

(l)A UK Non-Bank Lender shall promptly notify the Borrower and the Agent if there is any

change in the position from that set out in the Tax Confirmation.

(m)If the Borrower receives a notification from HM Revenue & Customs that a QPP Certificate

given by a Lender has no effect, the Borrower shall promptly deliver a copy of that

notification to that Lender.

(n)Paragraphs (a) to (m) above shall not apply in respect of any payments under any Hedging

Contract, where the gross-up provisions of the relevant Hedging Master Agreement itself

shall apply.

14.3Tax indemnity

(a)Each Obligor who is a Party shall (within three Business Days of demand by the Agent) pay

to a Protected Party an amount equal to the loss, liability or cost which that Protected Party

determines will be or has been (directly or indirectly) suffered for or on account of Tax by

that Protected Party in respect of a Finance Document.

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

(i)with respect to any Tax assessed on a Finance Party:

(A)under the law of the jurisdiction in which that Finance Party is incorporated

or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is

treated as resident for tax purposes; or

(B)under the law of the jurisdiction in which that Finance Party’s Facility Office is

located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income

received or receivable (but not any sum deemed to be received or

receivable) by that Finance Party; or

(ii)to the extent a loss, liability or cost:

(A)is compensated for by an increased payment under clause 14.2 (Tax gross-

up); or

(B)would have been compensated for by an increased payment under

clause 14.2 (Tax gross-up) but was not so compensated solely because one

of the exclusions in clause 14.2(d) (Tax gross-up) applied; or

(C)relates to a FATCA Deduction required to be made by a Party or any Obligor

which is not a Party.

(c)A Protected Party making, or intending to make a claim under paragraph (a) above shall

promptly notify the Agent of the event which will give, or has given, rise to the claim,

following which the Agent shall notify the Borrower.

(d)A Protected Party shall, on receiving a payment from an Obligor under this clause 14.3,

notify the Agent.

14.4Tax Credit

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

(a)a Tax Credit is attributable (A) to an increased payment of which that Tax Payment forms

part, (B) to that Tax Payment or (C) to a Tax Deduction in consequence of which that Tax

Payment was required; and

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(b)that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will

leave it (after that payment) in the same after-Tax position as it would have been in had the Tax

Payment not been required to be made by the Obligor.

14.5Indemnities on after Tax basis

(a)If an Event of Default is continuing or where the Agent and/or Security Agent have taken

any steps pursuant to clause 32.20 (Acceleration), to the extent that any sum payable to

any Protected Party by any Obligor under any Finance Document by way of indemnity or

reimbursement proves to be insufficient, by reason of any Tax suffered thereon, for that

Protected Party to discharge the corresponding liability to a third party, or to reimburse that

Protected Party for the cost incurred by it in discharging the corresponding liability to a third

party, the Borrower shall pay that Protected Party such additional sum as (after taking into

account any Tax suffered by that Protected Party on such additional sum) shall be required

to make up the relevant deficit.

(b)If and to the extent that any sum (the Indemnity Sum) constituting (directly or indirectly) an

indemnity to any Protected Party but paid by an Obligor to any person other than that

Protected Party, shall be treated as taxable in the hands of the Protected Party, the

Borrower shall pay to that Protected Party such sum (the Compensating Sum) as (after

taking into account any Tax suffered by that Protected Party on the Compensating Sum)

shall reimburse that Protected Party for any Tax suffered by it in respect of the Indemnity

Sum.

(c)For the purposes of paragraphs (a) and (b) above, a sum shall be deemed to be taxable in

the hands of a Protected Party if it falls to be taken into account in computing the profits or

gains of that Protected Party for the purposes of Tax and, if so, that Protected Party shall

be deemed to have suffered Tax on the relevant sum at the rate of Tax applicable to that

Protected Party’s profits or gains for the period in which the payment of the relevant sum

falls to be taken into account for the purposes of such Tax.

14.6Lender 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:

(a)not a Qualifying Lender;

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

(c)a Treaty Lender.

If such a Lender fails to indicate its status in accordance with this clause 14.6 then that Lender

shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a

Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent,

upon receipt of such notification, shall inform the Borrower). For the avoidance of doubt, the

documentation which a Lender executes on becoming a Party as a Lender shall not be

invalidated by any failure of a Lender to comply with this clause 14.6.

14.7Stamp taxes

The Borrower shall pay and, within three Business Days of demand, indemnify each Finance

Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty,

registration and other similar Taxes payable in respect of any Finance Document.

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14.8Value added tax

(a)All amounts expressed in a Finance Document to be payable by any party 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 paragraph (b) below, if VAT is or becomes chargeable on any supply

made by any Finance Party to any party under a Finance Document, and such Finance

Party is required to account to the relevant tax authority for the VAT, that party must 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 that party).

(b)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 to a

Finance Document other than the Recipient (the Subject 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):

(i)(where the Supplier is the person required to account to the relevant tax authority

for the VAT) the Subject 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 paragraph (i) applies) promptly pay to the Subject 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

(ii)(where the Recipient is the person required to account to the relevant tax authority

for the VAT) the Subject 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.

(c)Where a Finance Document requires any party to it to reimburse or indemnify a Finance

Party for any cost or expense, that party shall 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.

(d)Any reference in this clause 14.8 to any party shall, at any time when such party 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).

(e)In relation to any supply made by a Finance Party to any party under a Finance Document,

if reasonably requested by such Finance Party, that party must promptly provide such

Finance Party with details of that party’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.

14.9FATCA information

(a)Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable

request by another Party:

(i)confirm to that other Party whether it is:

(A)a FATCA Exempt Party; or

(B)not a FATCA Exempt Party;

(ii)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

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(iii)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 law, regulation, or exchange of information

regime.

(b)If a Party confirms to another Party pursuant to paragraph (a)(i) above 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.

(c)Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph

(a)(iii) above shall not oblige any other Party to do anything, which would or might in its

reasonable opinion constitute a breach of:

(i)any law or regulation;

(ii)any fiduciary duty; or

(iii)any duty of confidentiality

(d)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 paragraphs (a)(i) or (a)(ii)

above (including, for the avoidance of doubt, where paragraph (c) above 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.

14.10FATCA Deduction

(a)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.

(b)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.

15Increased Costs

15.1Increased costs

(a)Subject to clause 15.3 (Exceptions), the Borrower shall, within three Business Days of a

demand by the Agent, pay for the account of a Finance Party the amount of any Increased

Cost incurred by that Finance Party or any of its Affiliates which:

(i)arises as a result of (A) the introduction of or any change in (or in the interpretation,

administration or application of) any law or regulation or (B) compliance with any

law or regulation in either case made after the date of this Agreement; and/or

(ii)is a Basel III Increased Cost.

(b)In this Agreement Increased Costs means:

(i)a reduction in the rate of return from the Facility or on a Finance Party’s (or its

Affiliate’s) overall capital;

(ii)an additional or increased cost; or

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

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it

is attributable to that Finance Party having entered into its Commitment or an Ancillary

Commitment or funding or performing its obligations under any Finance Document.

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15.2Increased cost claims

(a)A Finance Party intending to make a claim pursuant to clause 15.1 (Increased costs) shall

notify the Agent of the event giving rise to the claim, following which the Agent shall

promptly notify the Borrower (or the Obligors’ Agent on its behalf).

(b)Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a

certificate confirming the amount of its Increased Costs.

15.3Exceptions

(a)Clause 15.1 (Increased costs) does not apply to any Increased Cost which is:

(i)attributable to a Tax Deduction required by law to be made by an Obligor;

(ii)attributable to a FATCA Deduction required to be made by a Party; or

(iii)compensated for by clause 14.3 (Tax indemnity) (or would have been

compensated for under clause 14.3 (Tax indemnity) but was not so compensated

solely because any of the exclusions in paragraph (b) of clause 14.3 (Tax

indemnity) applied); or

(iv)attributable to the wilful breach by the relevant Finance Party or its Affiliates of any

law or regulation.

(b)In paragraph (a) above, a reference to a Tax Deduction has the same meaning given to the

term in clause 14.1 (Definitions).

16Other indemnities

16.1Currency indemnity

(a)If any sum due from an Obligor 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:

(i)making or filing a claim or proof against that Obligor; and/or

(ii)obtaining or enforcing an order, judgment or award in relation to any litigation or

arbitration proceedings,

that Obligor shall, as an independent obligation, within three Business Days of demand by

a Finance Party, indemnify each Finance Party to whom that Sum is due against any

Losses arising out of or as a result of the conversion including any discrepancy between

(i) the rate of exchange used to convert that Sum from the First Currency into the Second

Currency and (ii) the rate or rates of exchange available to that person at the time of its

receipt of that Sum.

(b)Each Obligor waives any right it may have in any jurisdiction to pay any amount under the

Finance Documents in a currency or currency unit other than that in which it is expressed

to be payable.

16.2Other indemnities

The Borrower shall (or shall procure that another Obligor will), within three Business Days of

demand by a Finance Party, indemnify each Finance Party against any and all Losses incurred

by that Finance Party as a result of:

(a)the occurrence of any Event of Default;

(b)a failure by an Obligor to pay any amount due under a Finance Document on its due date,

including without limitation, any and all Losses arising as a result of clause 43 (Sharing

among the Finance Parties);

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(c)funding, or making arrangements to fund, its participation in the Loan requested by the

Borrower in the 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

that Finance Party alone); or

(d)the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment

given by the Borrower.

16.3Environmental and social indemnity

The Borrower shall (or shall procure that another Obligor will), within three (3) Business Days of

demand by an Indemnified Person, indemnify each Indemnified Person against any and all

Losses, joint or several that may be incurred by or asserted or awarded against any Indemnified

Person, in each case arising out of or in connection with or relating to any claim investigation,

litigation or proceeding (or the preparation of any defence with respect thereto) commenced or

threatened in relation to an Environmental Claim, made or asserted against such Indemnified

Person if such claim investigation, litigation or proceeding would not have been, or been

capable of being, made or asserted against such Indemnified Person if the Finance Parties had

not entered into any of the Finance Documents and/or exercised any of their rights, powers and

discretions thereby conferred and/or performed any of their obligations thereunder and/or been

involved in any of the transactions contemplated by the Finance Documents. This indemnity

shall apply whether or not such claims, investigation, litigation or proceedings is brought by any

Obligor, any other Group Member, any of their shareholders, their Affiliates, or creditors, or an

Indemnified Person or any other person, or an Indemnified Person is otherwise a party thereto,

except to the extent such Losses are found in a final non-appealable judgement by a court of

competent jurisdiction to have resulted from such Indemnified Person’s gross negligence or

wilful misconduct. Each Indemnified Person may enforce and enjoy the benefit of this clause

16.3 under the Third Parties Act.

16.4Indemnity to the Agent and the Security Agent

The Borrower shall promptly indemnify the Agent and the Security Agent against:

(a)any and all Losses (together with any applicable VAT) incurred by the Agent or the Security

Agent (acting reasonably) as a result of:

(i)without prejudice to clause 36.11 (Rights and discretions of the Agent and the

Security Agent), investigating any event which it reasonably believes is a Default;

(ii)acting or relying on any notice, request or instruction which it reasonably believes

to be genuine, correct and appropriately authorised;

(iii)instructing lawyers, accountants, tax advisers, insurance consultants, vessel

managers, valuers, surveyors or other professional advisers or experts as

permitted under the Finance Documents where, unless any of the circumstances in

paragraphs (i), (ii) or (iv) apply or an Event of Default is continuing, such Losses

are pre-approved by the Borrower or the Obligors’ Agent on its behalf (such

approval not to be unreasonably withheld or delayed); or

(iv)any action taken by the Agent or the Security Agent or any of their representatives,

agents or contractors in connection with any powers conferred by any Security

Document to enforce any Security Interest thereunder or to remedy any breach of

any Obligor’s obligations under the Finance Documents, and

(b)any and all Losses (including, without limitation, in respect of liability for negligence or any

other category of liability whatsoever) (together with any applicable VAT) incurred by the

Agent or the Security Agent (otherwise than by reason of the Agent’s or the Security

Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability

pursuant to clause 44.10 (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 or the Security Agent) in acting as Agent or the

Security Agent under the Finance Documents.

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16.5Indemnity concerning security

(a)The Borrower shall (or shall procure that another Obligor will) promptly indemnify each

Indemnified Person against any and all Losses (together with any applicable VAT) incurred

by it as a result of:

(i)any failure by the Borrower to comply with its obligations under clause 18 (Costs

and expenses) or any similar provision in any other Finance Document;

(ii)acting or relying on any notice, request or instruction which it reasonably believes

to be genuine, correct and appropriately authorised;

(iii)the taking, holding, protection or enforcement of the Transaction Security;

(iv)the exercise or purported exercise of any of the rights, powers, discretions,

authorities and remedies vested in the Security Agent and/or any other Finance

Party in whose favour any Security Document has been granted and each Receiver

and each Delegate by the Finance Documents or by law (otherwise, in each case,

than by reason of the relevant Security Agent’s and/or other Finance Party’s,

Receiver’s or Delegate’s gross negligence or wilful misconduct);

(v)any default by any Obligor in the performance of any of the obligations expressed

to be assumed by it in the Finance Documents;

(vi)any claim (whether relating to the environment or otherwise) made or asserted

against the Indemnified Person which would not have arisen but for the execution

or enforcement of one or more Finance Documents (unless and to the extent it is

caused by the gross negligence or wilful misconduct of that Indemnified Person);

(vii)instructing lawyers, accountants, tax advisers, insurance consultants, vessel

managers, valuers, surveyors or other professional advisers or experts as

permitted under the Finance Documents where, unless any of the circumstances in

paragraphs (i) to (vi) or paragraph (viii) apply or an Event of Default is continuing,

such Losses are pre-approved by the Borrower or the Obligors’ Agent on its behalf

(such approval not to be unreasonably withheld or delayed); or

(viii)(in the case of the Security Agent and/or any other Finance Party in whose favour

any Security Document has been granted, any Receiver and any Delegate) acting

as Security Agent and/or as holder of any of the Transaction Security, Receiver or

Delegate under the Finance Documents or which otherwise relates to the Charged

Property (otherwise, in each case, than by reason of the relevant Security Agent’s

and/or other Finance Party’s, Receiver’s or Delegate’s gross negligence or wilful

misconduct).

(b)The Security Agent may, in priority to any payment to the other Finance Parties, indemnify

itself out of the Charged Property in respect of, and pay and retain, all sums necessary to

give effect to the indemnity in this clause 16.5 and shall have a lien on the Transaction

Security and the proceeds of the enforcement of the Transaction Security for all moneys

payable to it.

16.6Continuation of indemnities

The indemnities by the Borrower in favour of any Indemnified Persons contained in this

Agreement shall continue in full force and effect notwithstanding any breach by any Finance

Party or the Borrower of the terms of this Agreement, the repayment or prepayment of the Loan,

the cancellation of the Total Commitments or the repudiation by any Finance Party or the

Borrower of this Agreement.

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16.7Third Parties Act

(a)Each Indemnified Person may rely on the terms of clause 16.5 (Indemnity concerning

security) and clauses 14 (Tax gross-up and indemnities) and 16.8 (Interest) insofar as it

relates to interest on, or the calculation of, any amount demanded by that Indemnified

Person under clause 16.5 (Indemnity concerning security), subject to clause 1.4 (Third

party rights) and the provisions of the Third Parties Act.

(b)Where an Indemnified Person (other than a Finance Party) (the Relevant Beneficiary)

who is:

(i)appointed by a Finance Party under the Finance Documents;

(ii)an Affiliate of any such person or that Finance Party; or

(iii)an officer, director, employee, adviser, representative or agent of any of the above

persons or that Finance Party,

is entitled to receive any amount (a Third Party Claim) under any of the provisions

referred to in paragraph (a) above:

(A)the Borrower shall at the same time as the relevant Third Party Claim is due

to the Relevant Beneficiary pay to that Finance Party a sum in the amount of

that Third Party Claim;

(B)payment of such sum to that Finance Party shall, to the extent of that

payment, satisfy the corresponding obligations of the Borrower to pay the

Third Party Claim to the Relevant Beneficiary; and

(C)if the Borrower pay the Third Party Claim direct to the Relevant Beneficiary,

such payment shall, to the extent of that payment, satisfy the corresponding

obligations of the Borrower to that Finance Party under sub-paragraph (A)

above.

16.8Interest

Moneys becoming due by the Borrower to any Indemnified Person under the indemnities

contained in this clause 16 (Other indemnities) or elsewhere in this Agreement shall be paid on

demand made by such Indemnified Person and shall be paid together with interest on the sum

demanded from the date of demand therefor to the date of reimbursement by the Borrower to

such Indemnified Person (both before and after judgment) at the rate referred to in clause 10.4

(Default interest).

16.9Exclusion of liability

Without prejudice to any other provision of the Finance Documents excluding or limiting the

liability of any Indemnified Person, no Indemnified Person will be in any way liable or

responsible to any Obligor (whether as mortgagee in possession or otherwise) who is a Party or

is a party to a Finance Document to which this clause applies for any loss or liability arising from

any act, default, omission or misconduct of that Indemnified Person, except to the extent caused

by its own gross negligence or wilful misconduct. Any Indemnified Person may rely on this

clause 16.9 subject to clause 1.4 (Third party rights) and the provisions of the Third Parties Act.

17Mitigation by the Lenders

17.1Mitigation

(a)Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to

mitigate any circumstances which arise and which would result in the Facility ceasing to be

available or any amount becoming payable under or pursuant to, or cancelled pursuant to,

any of clause 8.1 (Illegality), clause 14 (Tax gross-up and indemnities) or clause 15

(Increased costs) including (but not limited to) assigning its rights under the Finance

Documents to another Affiliate or Facility Office.

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(b)Paragraph (a) above does not in any way limit the obligations of any Obligor under the

Finance Documents.

17.2Limitation of liability

(a)The Borrower shall promptly indemnify each Finance Party for all costs and expenses

incurred by that Finance Party as a result of steps taken by it under clause 17.1

(Mitigation).

(b)A Finance Party is not obliged to take any steps under clause 17.1 (Mitigation) if, in the

opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

18Costs and expenses

18.1Transaction expenses

The Borrower shall, promptly on demand and in any event within 5 Business Days, pay the

Agent, the Security Agent, the Arrangers and the Green Loan Advisor the amount of all costs

and expenses pre-approved by the Borrower or the Obligors’ Agent on its behalf (such approval

not to be unreasonably withheld or delayed) (including fees, costs and expenses of lawyers,

accountants, tax advisers, insurance consultants, vessel managers, valuers, surveyors or other

professional advisers or experts) (together with any applicable VAT) 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, registration and perfection and any

release, discharge or reassignment of:

(a)this Agreement, the Hedging Master Agreements and any other documents referred to in

this Agreement and the Security Documents;

(b)any other Finance Documents executed or proposed to be executed after the date of this

Agreement including any executed to provide additional security under clause 27 (Minimum

security value); or

(c)any Security Interest expressed or intended to be granted by a Finance Document,

whether or not the transactions contemplated under the Finance Documents are consummated.

18.2Amendment costs

If:

(a)an Obligor requests an amendment, waiver or consent;

(b)any amendment or waiver is contemplated or agreed pursuant to clause 50.5

(Replacement of Screen Rate); or

(c)an amendment is required pursuant to clause 44.9 (Change of currency),

the Borrower shall, within three Business Days of demand by the Agent or the Security Agent

reimburse the Agent or the Security Agent, for the amount of all reasonably incurred and

documented costs and expenses (including fees, costs and expenses of lawyers, accountants,

tax advisers, insurance consultants, vessel managers, valuers, surveyors or other professional

advisers or experts) (together with any applicable VAT) incurred by the Agent or the Security

Agent (and by any Receiver or Delegate) in responding to, evaluating, negotiating or complying

with that request or requirement.

18.3Agent’s and Security Agent’s management time and additional remuneration

(a)Following the occurrence of an Event of Default that is continuing, any amount payable to

the Agent or the Security Agent under clause 16.4 (Indemnity to the Agent and the Security

Agent), clause 16.5 (Indemnity concerning security), clause 18 (Costs and expenses) or

clause 36.15 (Lenders’ indemnity to the Agent and others) shall include the cost of utilising

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the Agent’s or (as the case may be) the Security Agent’s management time or other

resources and will be calculated on the basis of such reasonable daily or hourly rates as

the Agent or (as the case may be) the Security Agent may notify to the Borrower and the

other Finance Parties, and is in addition to any other fee paid or payable to the Agent or the

Security Agent.

(b)Without prejudice to paragraph (a) above, in the event of:

(i)an Event of Default;

(ii)the Agent or the Security Agent being requested by an Obligor or the other Finance

Parties to undertake duties which the Agent or (as the case may be) the Security

Agent and the Borrower agree to be of an exceptional nature or outside the scope

of the normal duties of the Agent or (as the case may be) the Security Agent under

the Finance Documents; or

(iii)the Agent or (as the case may be) the Security Agent and the Borrower agreeing

that it is otherwise appropriate in the circumstances,

the Borrower shall pay to the Agent or (as the case may be) the Security Agent any

additional remuneration that may be agreed between them or determined pursuant to

paragraph (c) below.

(c)If the Agent or (as the case may be) the Security Agent and the Borrower fail to agree upon

the nature of the duties, or upon the additional remuneration referred to in paragraph (b)

above or whether additional remuneration is appropriate in the circumstances, any dispute

shall be determined by an investment bank (acting as an expert and not as an arbitrator)

selected by the Agent or (as the case may be) the Security Agent and approved by the

Borrower or, failing approval, nominated (on the application of the Agent or (as the case

may be) the Security Agent) by the President for the time being of the Law Society of

England and Wales (the costs of the nomination and of the investment bank being payable

by the Borrower) and the determination of any investment bank shall be final and binding

upon the Parties.

18.4Enforcement, preservation and other costs

(a)The Borrower shall, on demand by a Finance Party, pay to each Finance Party the amount

of all costs and expenses (including fees, costs and expenses of lawyers, accountants, tax

advisers, insurance consultants, vessel managers, valuers, surveyors or other professional

advisers or experts) (together with any applicable VAT) incurred by that Finance Party in

connection with the enforcement of, or the preservation of any rights under, any Finance

Document and any Transaction Security and any proceedings instituted by or against any

Indemnified Person as a consequence of taking or holding the Security Documents or

enforcing those rights.

(b)The Borrower shall, on demand by the Agent, pay to the Agent the amount of all costs and

expenses (including fees, costs and expenses of lawyers, accountants, tax advisers,

insurance consultants, vessel managers, valuers, surveyors or other professional advisers

or experts) (together with any applicable VAT) incurred by the Agent in connection with:

(i)any valuation carried out under clause 27 (Minimum security value) to the extent

that the costs of such valuation is payable by the Borrower pursuant to clause 27

(Minimum security value); or

(ii)any inspection carried out under clause 25.9 (Inspection and notice of dry-docking)

provided that if no Event of Default is continuing the Borrower shall not pay the

costs of more than one such inspection per calendar year.

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Section 7 -  Guarantee

19Guarantee and indemnity

19.1Guarantee and indemnity

Each Guarantor hereby irrevocably and unconditionally and jointly and severally with each of the

other Guarantors:

(a)guarantees to the Security Agent (as trustee for the Finance Parties) and the other Finance

Parties punctual performance by each other Obligor of all such Obligor’s obligations under

the Finance Documents;

(b)undertakes with the Security Agent (as trustee for the Finance Parties) and the other

Finance Parties that whenever another Obligor does not pay any amount when due under

or in connection with any Finance Document, it shall immediately on demand pay that

amount as if it was the principal obligor; and

(c)agrees with the Security Agent (as trustee for the Finance Parties) and the other Finance

Parties that if any obligation guaranteed by it is or becomes unenforceable, invalid or

illegal, it will, as an independent and primary obligation indemnify each Finance Party

immediately on demand against any cost, loss or liability it incurs as a result of another

Obligor not paying any amount which would, but for such unenforceability, invalidity or

illegality, have been payable by such Obligor 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 19.1 if the amount

claimed had been recoverable on the basis of a guarantee.

19.2Continuing 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.

19.3Reinstatement

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.

19.4Waiver of defences

The obligations of each Guarantor under this clause 19 will not be affected by an act, omission,

matter or thing (whether or not known to it or any Finance Party) which, but for this clause 19,

would reduce, release or prejudice any of its obligations under this clause 19 including (without

limitation):

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

(b)the release of any other Obligor or any other person under the terms of any composition or

arrangement with any creditor of any other Obligor;

(c)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;

(d)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;

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(e)any amendment, novation, supplement, extension, restatement (however fundamental and

whether or not more onerous) or replacement of any Finance Document or any other

document or security including without limitation any change in the purpose of, any

extension of or any increase in any facility or the addition of any new facility under any

Finance Document or other document or security;

(f)any unenforceability, illegality or invalidity of any obligation of any person under any

Finance Document or any other document or security;

(g)any law or regulation of any jurisdiction or any other event affecting any term of the

guaranteed obligations;

(h)any other circumstance that might constitute a defence of any Guarantor; or

(i)any insolvency or similar proceedings.

19.5Guarantor intent

Without prejudice to the generality of clause 19.4 (Waiver of defences), each Guarantor

expressly confirms that it intends that this guarantee shall extend from time to time to any

(however fundamental) variation, increase, extension or addition of or to any of the Finance

Documents and/or any facility or amount made available under any of the Finance Documents.

19.6Immediate 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.

19.7Appropriations

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:

(a)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

(b)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.

19.8Deferral of Guarantors’ rights

(a)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 will 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:

(i)to be indemnified by another Obligor;

(ii)to claim any contribution from any other guarantor of any Obligor’s obligations

under the Finance Documents;

(iii)to take the benefit (in whole or in part and whether by way of subrogation or

otherwise) of any rights of the Finance Parties under the Finance Documents or of

any other guarantee or security taken pursuant to, or in connection with, the

Finance Documents by any Finance Party;

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(iv)to bring legal or other proceedings for an order requiring any Obligor to make any

payment, or perform any obligation, in respect of which any Guarantor has given a

guarantee, undertaking or indemnity under clause 19 (Guarantee and indemnity);

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

(vi)to claim or prove as a creditor of any other Obligor in competition with any Finance

Party.

(b)If a Guarantor receives any benefit, payment or distribution in relation to such rights it will

promptly pay an equal amount to the Agent for application in accordance with clause 44

(Payment mechanics). This only applies until all amounts which may be or become payable

by the Obligors under or in connection with the Finance Documents have been irrevocably

paid in full.

19.9Additional 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.

19.10Amendments and waivers in writing

No waivers by any Finance Party or amendments to, of, or in connection with, the provisions of

the Guarantee may be made unless they are made in writing by the Parties and with the prior

written consent of all the Lenders.

19.11Guarantors’ rights and obligations

(a)The obligations of each Guarantor under the Guarantee and under this Agreement are joint

and several. Failure by a Guarantor to perform its obligations under the Guarantee and/or

this Agreement shall constitute a failure by all of the Guarantors.

(b)Each Guarantor irrevocably and unconditionally jointly and severally with each other

Guarantor:

(i)agrees that it is responsible for the performance of the obligations of each other

Guarantor under the Guarantee and this Agreement;

(ii)acknowledges and agrees that it is a principal and original debtor in respect of all

amounts due from the Guarantors under the Guarantee and under this Agreement;

and

(iii)agrees with each Finance Party that, if any obligation of any other Guarantor under

the Guarantee and this Agreement is or becomes unenforceable, invalid or illegal

for any reason it will, as an independent and primary obligation, indemnify that

Finance Party immediately on demand against any and all Losses it incurs as a

result of that Guarantor not paying any amount which would, but for such

unenforceability, invalidity or illegality, have been payable by such Guarantor under

the Guarantee and/or this Agreement. The amount payable under this indemnity

shall be equal to the amount which that Finance Party would otherwise have been

entitled to recover.

(c)The obligations of each Guarantor under the Finance Documents shall continue until all

amounts which may be or become payable by the Guarantors under or in connection with

the Finance Documents have been irrevocably and unconditionally paid or discharged in

full, regardless of any intermediate payment or discharge in whole or in part.

19.12Operational subordination

For so long as a Guarantor is also the Bareboat Charterer and/or a Manager of the Ship, the

relevant Guarantor further agrees and undertakes in relation to the Ship, the relevant Bareboat

Charter and any Management Agreement to which such Guarantor is a party, throughout the

Ship’s Mortgage Period:

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(a)that any Management Agreement or Bareboat Charter and such Guarantor’s rights under it

will be fully subordinate to the rights of the Finance Parties under the Finance Documents;

(b)not to make a claim under or in connection with any Management Agreement or Bareboat

Charter for the Ship which could result in the Ship being arrested, detained or sold;

(c)not to take any other action in relation to the Ship which could interfere with:

(i)any Finance Party’s rights or powers pursuant to any of the Transaction Security;

(ii)any claims by any Finance Party against the proceeds of any sale of the Ship;

(iii)the exercise of any right or power any Finance Party has to sell the Ship, whether

pursuant to the Mortgage or otherwise; or

(iv)any sale of the Ship by the Borrower with the Majority Lenders’ approval or at their

direction where the Mortgage has become enforceable;

(d)to waive any such right that the relevant Guarantor might otherwise have had to make any

such claims and not to make any claim against any Finance Party in respect of any

interference with the relevant Guarantor’s rights under any Management Agreement or

Bareboat Charter for the Ship resulting from the exercise of any Finance Party’s rights

under the Finance Documents;

(e)not to exercise any lien such Guarantor has on the Ship in priority to or in competition with

the Finance Parties’ rights under the Mortgage or the Security Documents relating to the

Ship;

(f)that despite the terms of any Management Agreement or Bareboat Charter for the Ship, if a

Finance Party becomes entitled to enforce the Mortgage over the Ship, the Security Agent

(acting on the instructions of the Majority Lenders) may terminate any Management

Agreement or Bareboat Charter for the Ship by way of written notice and the relevant

Guarantor will not have any claim for any resulting loss;

(g)not to compete with any Finance Party in the liquidation, winding-up or other dissolution of

any person liable to the Finance Parties under any of the Finance Documents;

(h)not to demand or accept payment of any moneys due in respect of the management of the

Ship at a time where any Transaction Security has become enforceable;

(i)not to appoint a sub-manager of the Ship without the approval of the Majority Lenders and

to procure that any sub-manager so approved will provide a Manager’s Undertaking or

equivalent;

(j)to promptly notify the Agent if any amounts are owing to the relevant Guarantor under any

Management Agreement or Bareboat Charter for the Ship for more than 10 days after the

period agreed for payment; and

(k)to give the Agent such information about the Ship and its management and any amounts

owing to the relevant Guarantor under any Management Agreement or Bareboat Charter

for the Ship as the Agent (acting on the instructions of the Majority Lenders) may from time

to time request.

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Section 8 -  Representations, Undertakings and Events of Default

20Representations

20.1Each Obligor who is a Party makes and repeats the representations and warranties set out in

this clause 20 to each Finance Party in accordance with and at the times specified in clause

20.35 (Times when representations are made).

20.2Status

(a)Each Obligor is a company or corporation, duly incorporated and validly existing under the

law of its Original Jurisdiction.

(b)Each Obligor and each other Group Member has power and authority to own its assets and

to carry on its business as it is now being conducted.

(c)No Obligor is a FATCA FFI.

20.3Binding obligations

Subject to the Legal Reservations:

(a)the obligations expressed to be assumed by each Obligor in each Finance 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

(b)(without limiting the generality of paragraph (a) above) each Security Document to which

an Obligor is, or will be, a party, creates or will create the Security Interests which that

Security Document purports to create and those Security Interests are or will be valid and

effective.

20.4Non-conflict

The entry into and performance by each Obligor of, and the transactions contemplated by the

Finance Documents and the granting of the Transaction Security do not and will not conflict with:

(a)any law or regulation applicable to any Obligor;

(b)the Constitutional Documents of any Obligor or any other Group Member; or

(c)any material agreement or other material instrument binding upon any Obligor or any other

Group Member or its or any other Group Member’s assets,

or constitute a default or termination event (however described) under any such material

agreement or material instrument or result in the creation of any Security Interest (save for a

Permitted Maritime Lien or under a Security Document) on any Obligor’s or any other Group

Member’s assets, rights or revenues.

20.5Power and authority

(a)Each Obligor has the power to enter into, perform and deliver and comply with its

obligations under, and has taken all necessary action to authorise its entry into,

performance and delivery of, and compliance with, each Finance Document to which it is,

or is to be, a party and each of the transactions contemplated by those documents.

(b)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 Finance Document

to which such Obligor is, or is to be, a party.

20.6Validity and admissibility in evidence

(a)All Authorisations required or desirable:

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(i)to enable each Obligor lawfully to enter into, exercise its rights and comply with its

obligations under each Finance Document to which it is a party;

(ii)to make each Finance Document to which it is a party admissible in evidence in its

Relevant Jurisdictions; and

(iii)to ensure that the Transaction Security has the priority and ranking contemplated

by the Security Documents,

have been obtained or effected and are in full force and effect except any Authorisation or

filing referred to in clause 20.14 (No filing or stamp taxes), which Authorisation or filing will

be promptly obtained or effected within any applicable period.

(b)All Authorisations necessary for the conduct of the business, trade and ordinary activities of

each Obligor and each other Group Member have been obtained or effected and are in full

force and effect if failure to obtain or effect those Authorisations is reasonably likely to have

a Material Adverse Effect.

20.7Governing law and enforcement

(a)Subject to the Legal Reservations, the choice of governing law of any Finance Document

will be recognised and enforced in each Obligor’s Relevant Jurisdictions.

(b)Subject to the Legal Reservations, 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 each Obligor’s Relevant Jurisdictions.

20.8No misleading information

(a)Any factual information contained in the Information Package is true and accurate in all

material respects as at the date of the relevant report or document containing the

information or (as the case may be) as at the date the information is expressed to be given.

(b)Any financial projection or forecast contained in the Information Package and any budget

provided pursuant to clause 21.6 (Budget) have been prepared on the basis of recent

historical information and on the basis of reasonable assumptions and were fair (as at the

date of the relevant report or document containing the projection or forecast or of the

relevant budget) and arrived at after careful consideration.

(c)The expressions of opinion or intention provided by or on behalf of an Obligor for the

purposes of the Information Package were made after careful consideration and (as at the

date of the relevant report or document containing the expression of opinion or intention)

were fair and based on reasonable grounds.

(d)No event or circumstance has occurred or arisen and no information has been omitted from

the Information Package and no information has been given or withheld that results in the

information, opinions, intentions, forecasts or projections contained in the Information

Package being untrue or misleading in any material respect.

(e)All other written information provided by any Group Member (including its advisers) to a

Finance Party was true, complete and accurate in all material respects as at the date it was

provided and is not misleading in any material respect.

(f)For the purposes of this clause 20.8, Information Package means any written information

(other than Green Loan Information) provided by any Obligor or any other Group Member

to any of the Finance Parties in connection with the Transaction Documents or the

transactions referred to in them (including any information memorandum).

(g)All Green Loan Information was true, complete and accurate in all material respects as at

the date it was provided and is not misleading in any respect.

20.9Original Financial Statements

(a)The Original Financial Statements were prepared in accordance with IFRS consistently

applied.

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(b)The audited Original Financial Statements give a true and fair view of the financial

condition as at the end of the relevant Financial Year and the results of operations of the

relevant Obligors (consolidated in the case of Guarantor A) during the relevant Financial

Year.

(c)The unaudited Original Financial Statements fairly present the financial condition as at the

end of the relevant financial half year and the results of operations of the relevant Obligors

and the Group (consolidated in the case of Guarantor A) during the relevant financial half

year.

(d)There has been no material adverse change in the assets, business or financial condition

or operations of any Obligor (or the assets, business or operations or consolidated financial

condition of the Group, in the case of Guarantor A) since the date of the Original Financial

Statements.

20.10Pari passu ranking

Each Obligor’s payment obligations under the Finance Documents to which it is, or is to be, a

party rank at least pari passu with all its other present and future unsecured and unsubordinated

payment obligations, except for obligations mandatorily preferred by law applying to companies

generally.

20.11Ranking and effectiveness of security

Subject to the Legal Reservations and any filing, registration or notice requirements which is

referred to in any Legal Opinion:

(a)the Transaction Security has (or will have when the relevant Security Documents have

been executed) the priority which it is expressed to have in the Security Documents;

(b)the Charged Property is not subject to any Security Interest other than Permitted Security

Interests; and

(c)the Transaction Security will constitute perfected security on the assets described in the

Security Documents.

20.12Ownership of Charged Property

Each Obligor is the sole legal and beneficial owner of the Charged Property over which it

purports to grant a Security Interest under the Security Documents.

20.13No insolvency

No corporate action, legal proceeding or other procedure or step described in clause 32.9

(Insolvency proceedings) or creditors’ process described in clause 32.10 (Creditors’ process)

has been taken or, to the knowledge of any Obligor, threatened in relation to a Group Member

and none of the circumstances described in clause 32.8 (Insolvency) applies to any Group

Member.

20.14No 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 for any filing, recording or enrolling or any tax (including stamp duty)

or fee payable in relation to any Finance Document which is referred to in any Legal Opinion

and which will be made or paid promptly after the date of the relevant Finance Document.

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20.15Deduction of Tax

No Obligor is required to make any Tax Deduction (as defined in clause 14.1 (Definitions)) from

any payment it may make under any Finance Document to which it is, or is to be, a party and no

other party is required to make any such deduction from any payment it may make under any

other Finance Document.

20.16Tax compliance

(a)No Obligor or other Group Member is materially overdue in the filing of any Tax returns or

overdue in the payment of any amount in respect of Tax.

(b)No claims or investigations are being, or are reasonably likely to be, made or conducted

against any Obligor or other Group Member with respect to Taxes such that a liability of, or

claim against, any Obligor or other Group Member is reasonably likely to arise for an

amount for which adequate reserves have not been provided in the Original Financial

Statements and which is reasonably likely to have a Material Adverse Effect.

(c)Each Obligor is resident for Tax purposes only in its Original Jurisdiction.

20.17Other Tax matters

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

in any Finance Party:

(a)having any liability in respect of Tax in any Flag State;

(b)having or being deemed to have a place of business in any Flag State or any Relevant

Jurisdiction of any Obligor.

20.18No Default

(a)No Default is continuing or might reasonably be expected to result from the making of the

Utilisation or the entry into, the performance of, or any transaction contemplated by, any

Transaction Document.

(b)No other event or circumstance is outstanding which constitutes (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 Obligor or any other

Group Member or to which any Obligor’s (or any other Group Member’s) assets are subject

which is reasonably likely to have a Material Adverse Effect.

20.19No proceedings

(a)No litigation, arbitration or administrative proceedings or investigations of, or before, any

court, arbitral body or agency which is reasonably likely to have a Material Adverse Effect

has or have (to the best of any Obligor’s knowledge and belief (having made due and

careful enquiry)) been started or threatened against any Obligor or any other Group

Member.

(b)No judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of

any governmental or other regulatory body which is reasonably likely to have a Material

Adverse Effect has (to the best of any Obligor’s knowledge and belief (having made due

and careful enquiry)) been made against any Obligor or any other Group Member.

20.20No breach of laws

(a)No Obligor or other Group Member has breached any law or regulation which breach is

reasonably likely to have a Material Adverse Effect.

(b)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 is reasonably likely to

have a Material Adverse Effect.

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20.21Environmental and social matters

(a)The Borrower and each Obligor have obtained, and, unless otherwise reported in writing to

the Agent, performed and observed all Environmental Laws, Social Laws and

Environmental Approvals.

(b)No Environmental Incident, Social Incident, Environmental Claim, Social Claim or IMO

Code Claim has occurred which has not been reported in writing to the Agent.

(c)No Environmental Law applicable to the Ship has been violated.

(d)No Environmental Law applicable to any Obligor and/or any of its ships (other than the

Ship) has been violated in a manner or to an extent which might have a Material Adverse

Effect.

(e)No material Environmental Claim has been made or is threatened or pending against the

Ship and there has been no material Environmental Incident which has given rise to such a

claim.

(f)No material Environmental Claim has been made or is threatened or pending against any

Obligor or where that claim might have a Material Adverse Effect and there has been no

Environmental Incident which has given rise to such a claim.

20.22Anti-Corruption Laws and Anti-Money Laundering Laws

(a)Each Group Member has conducted its businesses in compliance with Anti-Corruption

Laws and Anti-Money Laundering Laws and has instituted and maintained policies and

procedures designed to promote and achieve compliance with such laws.

(b)Without limiting the generality of paragraph (a) above, no Group Member has engaged in

any activity or conduct which violates Anti-Corruption Laws or Anti-Money Laundering Laws

20.23Security and Financial Indebtedness

(a)No Security Interest exists over all or any of the present or future assets of any Obligor or

other Group Member in breach of this Agreement.

(b)No Obligor or other Group Member has any Financial Indebtedness outstanding in breach

of this Agreement.

20.24Shares

(a)The shares of the Borrower are fully paid and not subject to any option to purchase or

similar rights.

(b)The Constitutional Documents of the Borrower do not and could not restrict or inhibit any

transfer of those shares on creation or enforcement of the Security Documents.

(c)There are no agreements in force which provide for the issue or allotment of, or grant any

person the right to call for the issue or allotment of, any share or loan capital of the

Borrower (including any option or right of pre-emption or conversion).

20.25Ownership of Obligors

Each Obligor (other than Guarantor A or, as applicable, UK ListCo) is a direct or indirect wholly

owned Subsidiary of, prior to the Share Exchange Completion, Guarantor A or, on and from the

Share Exchange Completion, UK ListCo.

20.26No Change of Control

There has not been a Change of Control.

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20.27Accounting Reference Date

The Financial Year-end of each Obligor and other Group Member is the Accounting Reference

Date.

20.28No adverse consequences

(a)It is not necessary under the laws of the Relevant Jurisdictions of any Obligor:

(i)in order to enable any Finance Party to enforce its rights under any Finance

Document to which it is, or is to be, a party; or

(ii)by reason of the execution of any Finance Document or the performance by any

Obligor of its obligations under any Finance Document,

that any Finance Party should be licensed, qualified or otherwise entitled to carry on

business in any of such Relevant Jurisdictions.

(b)No Finance Party is or will be deemed to be resident, domiciled or carrying on business in

any Relevant Jurisdiction of any Obligor by reason only of the execution, performance and/

or enforcement of any Finance Document.

20.29Copies of documents

The copies of those Transaction Documents which are not Finance Documents and the

Constitutional Documents of the Obligors delivered to the Agent under clause 4 (Conditions of

Utilisation) will be true, complete and accurate copies of such documents and include all

amendments and supplements to them as at the time of such delivery and no other agreements

or arrangements exist between any of the parties to those Transaction Documents which would

materially affect the transactions or arrangements contemplated by them or modify or release

the obligations of any party under them.

20.30No breach of charters

No Obligor is in breach of any Bareboat Charter to which it is a party nor has anything occurred

which entitles or which may entitle any party to rescind or terminate it or decline to perform their

obligations under it.

20.31No immunity

No Obligor or any of its assets is immune to any legal action or proceeding.

20.32Sanctions

(a)No Obligor, no other Group Member nor any of their respective directors, officers or, so far

as each Obligor is aware, none of their employees:

(i)is a Restricted Party;

(ii)is in breach of Sanctions;

(iii)owns or controls a Restricted Party;

(iv)is currently engaging in any transaction, activity or conduct which is reasonably

likely to result in a violation of Sanctions; or

(v)is, to its knowledge subject to, involved in or has received notice of any complaint,

claim, action, suit, proceedings, formal notice, investigation or other action by any

regulatory or enforcement authority or any Sanctions Authority.

(b)Each Obligor has implemented and maintains a Sanctions compliance policy or equivalent

which, in accordance with the recommendations of the Sanctions Advisory, is designed to

ensure compliance by that Obligor, each Group Member and their respective directors,

officers, employees and agents with Sanctions. Each Obligor, each Group Member and

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their respective directors, officers and, to the knowledge of that Obligor, its employees, are

in compliance with Sanctions in all material respects and are not knowingly engaged in any

activity that would reasonably be expected to result in such Obligor being designated as a

Restricted Party. Without limitation on the foregoing, such Sanctions compliance policy

shall procure that each Obligor, each Group Member and their respective directors,

officers, employees and agents shall, where applicable:

(i)conduct their activities in a manner compliant with Sanctions;

(ii)have sufficient resources in place to ensure execution of and compliance

with their own Sanctions policies by their personnel, including but not limited to

direct hires, contractors, and staff;

(iii)ensure Subsidiaries and Affiliates comply with the relevant policies, as

applicable;

(iv)have relevant controls in place to monitor automatic identification system

(AIS) transponders;

(v)have controls in place to screen and assess onboarding or offloading cargo in

areas they determine to present a high risk;

(vi)have controls to assess authenticity of bills of lading, as necessary; and

(vii)have controls in place consistent with the Sanctions Advisory.

20.33Ship status

The Ship will on the first day of the Mortgage Period be:

(a)registered in the name of the Borrower through the relevant Registry as a ship under the

laws and flag of the relevant Flag State;

(b)operationally seaworthy and fit for service in all material respects;

(c)classed with the relevant Classification as required under this Agreement free of any

overdue requirements and recommendations of the relevant Classification Society affecting

class; and

(d)insured in the manner required by the Finance Documents.

20.34Ship’s employment

The Ship shall on the first day of the Mortgage Period be free of any charter commitment under

a Charter which, if entered into after that date, would require approval under the Finance

Documents.

20.35Times when representations are made

(a)All of the representations and warranties set out in this clause 20 (other than Ship

Representations, the representation in paragraph (g) of clause 20.8 (No misleading

information), and the representations set out in clauses 20.14 (No filing or stamp taxes) to

20.17 (Other Tax matters) and clause 20.28 (No adverse consequences)) are deemed to

be made on the dates of:

(i)this Agreement;

(ii)the Utilisation Request; and

(iii)the Utilisation.

(b)The Repeating Representations are deemed to be made on the first day of each Interest

Period.

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(c)All the representations and warranties in this clause 20 except clause 20.8 (No misleading

information) are deemed to be made by each Additional Guarantor on the day on which it

becomes (and on the date it is proposed that it becomes) an Additional Guarantor.

(d)All of the Ship Representations are deemed to be made on the first day of the Mortgage

Period for the Ship.

(e)The representation in paragraph (g) of clause 20.8 (No misleading information) is deemed

to be made by each Obligor on the date of each Green Loan Compliance Certificate.

(f)The representations set out in clauses 20.14 (No filing or stamp taxes) to 20.17 (Other Tax

matters) and clause 20.28 (No adverse consequences) shall be made on the date of this

Agreement and in accordance with paragraph (c) above.

(g)Each representation or warranty deemed to be made after the date of this Agreement shall

be deemed to be made by reference to the facts and circumstances existing at the date the

representation or warranty is deemed to be made.

21Information undertakings

21.1Undertaking to comply

Each Obligor who is a Party undertakes that this clause 21 will be complied with throughout the

Facility Period.

21.2Interpretation

In this clause 21:

Annual Financial Statements means each of the audited consolidated financial statements for

a Financial Year of Guarantor A (for any Financial Year prior to the Financial Year in which the

Share Exchange Completion occurs) and UK ListCo (for the Financial Year in which the Share

Exchange Completion occurs and for any subsequent Financial Year) delivered pursuant to

paragraph (a) of clause 21.3 (Financial statements).

Semi-Annual Financial Statements means each of the consolidated financial statements for

the first half year of the Financial Year of Guarantor A (for any half year prior to the Share

Exchange Completion) and UK ListCo (for any half year ending on or after the Share Exchange

Completion and for any subsequent half year) delivered pursuant to paragraph (b) of clause

21.3 (Financial statements).

21.3Financial statements

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

so requests) and the Agent shall supply to the Lenders as soon as the same become

available, but in any event:

(i)within 120 days after the end of each Financial Year, the audited consolidated

financial statements of Guarantor A or UK ListCo (as applicable) for that Financial

Year; and

(ii)within 180 days after the end of each Financial Year:

(A)to the extent that audited financial statements are required to be prepared for

the Borrower under the Companies Act 2006, the audited financial

statements of the Borrower for that Financial Year; and

(B)to the extent that there is no requirement for audited financial statements to

be prepared for the Borrower under the Companies Act 2006, and provided

that all conditions set out in Chapter 4 of Part 15 and Chapter 1 of Part 16 of

the Companies Act 2006 have been compiled with, the audited financial

statements of the Group Member incorporated in the United Kingdom (which

consolidates the Borrower) for which consolidated audited financial

statements will be prepared for that Financial Year.

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(b)The Obligors shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent

so requests) and the Agent shall supply to the Lenders as soon as the same become

available, but in any event within 90 days after the end of the first half year of each of its

Financial Year (namely each six month period ending on 30 June of a Financial Year) the

unaudited consolidated financial statements of Guarantor A or UK ListCo (as applicable) for

that financial half year.

21.4Provision and contents of Compliance Certificate

(a)The Obligors shall supply to the Agent and the Agent shall supply to each Lender a

Compliance Certificate, with each set of Annual Financial Statements and Semi-Annual

Financial Statements.

(b)Each Compliance Certificate shall, amongst other things, set out (in reasonable detail)

computations as to compliance with clause 22 (Financial Covenants).

(c)Each Compliance Certificate shall be signed by the chief executive officer or chief financial

officer of Guarantor A (for any Annual Financial Statements and Semi-Annual Financial

Statements delivered in respect of Guarantor A) and UK ListCo (for any Annual Financial

Statements and Semi-Annual Financial Statements delivered in respect of UK ListCo).

21.5Requirements as to financial statements

(a)The Borrower shall procure that each set of financial statements delivered pursuant to

clause 21.3 (Financial statements) includes a profit and loss account, a balance sheet and

a cashflow statement and that, in addition, each set of such annual financial statements

shall be audited by the Auditors.

(b)Each set of financial statements delivered pursuant to clause 21.3 (Financial statements)

shall:

(i)be certified by a director of the relevant company as fairly presenting, its financial

condition and operations as at the date as at which those financial statements were

drawn up and, in the case of the annual financial statements, shall be accompanied

by any letter addressed to the management of the relevant company by the

Auditors and accompanying those financial statements; and

(ii)in the case of audited annual financial statements, not be the subject of any

material qualification in the Auditors’ opinion.

(c)Guarantor A (up to the Share Exchange Completion) and UK ListCo (on and from the

Share Exchange Completion) shall procure that each set of financial statements delivered

pursuant to clause 21.3 (Financial statements) shall be prepared using IFRS, accounting

practices and financial reference periods consistent with those applied in the preparation of

the Original Financial Statements, unless, in relation to any set of financial statements,

Guarantor A or UK ListCo (as applicable) notifies the Agent that there has been a change in

IFRS or the accounting practices and the Auditors deliver to the Agent:

(i)a description of any change necessary for those financial statements to reflect the

IFRS or accounting practices and reference periods upon which corresponding

Original Financial Statements were prepared; and

(ii)sufficient information, in form and substance as may be reasonably required by the

Agent, to enable the Lenders to determine whether clause 22 (Financial covenants)

has been complied with and to make an accurate comparison between the financial

position indicated in those financial statements and the Original Financial

Statements.

(d)Any reference in this Agreement to any financial statements shall be construed as a

reference to those financial statements as adjusted to reflect the basis upon which the

Original Financial Statements were prepared.

21.6Budget

(a)Subject to paragraph (d) below, Guarantor A (up to the Share Exchange Completion) and

UK ListCo (on and from the Share Exchange Completion) shall supply to the Agent, as

soon as the same become available but in any event before the start of each of its

79

Financial Years, an electronic copy of its preliminary annual budget for that Financial Year.

Such budget will be for preliminary information purposes only and will not have been

reviewed and/or approved by the board of directors of Guarantor A (up to the Share

Exchange Completion) and UK ListCo (on and from the Share Exchange Completion).

Guarantor A or UK ListCo (as applicable) shall immediately upon the release of its annual

report and final budget for the relevant Financial Year supply the Agent with the final budget

as approved by its board of directors.

(b)Subject to paragraph (d) below, Guarantor A (up to the Share Exchange Completion) and

UK ListCo (on and from the Share Exchange Completion) shall ensure that each

preliminary budget for a Financial Year:

(i)is in a form reasonably acceptable to the Agent (and, for the avoidance of doubt,

the form of budget delivered to DNB Bank ASA on behalf of the Group for 2025 in

connection with the Group’s other financing arrangement, shall be deemed to be an

acceptable form) and includes:

(A)a projected consolidation profit and loss balance sheet and cashflow

projections and a cashflow statement for the Group;

(B)projected financial covenant calculations; and

(C)any other information reasonably requested by any Lender;

for that Financial Year and itemised for each calendar month of that Financial Year;

(ii)is prepared in accordance with IFRS and the accounting practices and financial

reference periods applied to financial statements under clause 21.3 (Financial

statements); and

(iii)has been approved by the board of directors of Guarantor A (up to the Share

Exchange Completion) or UK ListCo (on and from the Share Exchange

Completion).

(c)Subject to paragraph (d) below, if Guarantor A (up to the Share Exchange Completion) and

UK ListCo (on and from the Share Exchange Completion) updates or changes the budget,

it shall within not more than 5 days of the update or change being made deliver to the

Agent in sufficient copies each of the Lenders, such updated or changed budget together

with a written explanation of the main changes in that budget.

(d)Notwithstanding paragraphs (a) to (c) above, Guarantor A (up to the Share Exchange

Completion) and UK ListCo (on and from the Share Exchange Completion) shall only be

obliged to supply the Agent with a preliminary budget where such obligation will not (A) be

in breach of (i) applicable market abuse regulations and/or (ii) the Danish Financial

Supervisory Authority’s or other relevant authority’s interpretation of guidance requirements

for listed companies and/or (B) require Guarantor A (up to the Share Exchange

Completion) and UK ListCo (on and from the Share Exchange Completion) to make a

public disclosure under applicable market abuse regulation and/or the Danish Financial

Supervisory Authority’s or other relevant authority’s interpretation of disclosure on

guidance.

21.7Presentations

Once in every Financial Year, or more frequently if requested to do so by the Agent if the Agent

reasonably suspects a Default is continuing or may have occurred or may occur, the Obligors

shall procure that at least two directors of Guarantor A (up to the Share Exchange Completion)

and UK ListCo (on and from the Share Exchange Completion)  (one of whom shall be the chief

financial officer) give a presentation to the Finance Parties about the on-going business and

financial performance of the Group and any other matter which a Finance Party may reasonably

request.

21.8Year-end

The Borrower shall procure that each Financial Year-end of each Obligor and each Group

Member falls on the Accounting Reference Date.

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21.9Information: miscellaneous

The Borrower shall supply to the Agent (in sufficient copies for all the Lenders):

(a)at the same time as they are dispatched, copies of all documents dispatched by Guarantor

A (up to the Share Exchange Completion) and UK ListCo (on and from the Share

Exchange Completion) to its shareholders generally (or any class of them) or dispatched by

Guarantor A (up to the Share Exchange Completion) and UK ListCo (on and from the

Share Exchange Completion) or any Obligors to its creditors generally (or any class of

them);

(b)promptly upon becoming aware of them, the details of any litigation, arbitration or

administrative proceedings which are current, threatened or pending against any Group

Member, and which, if adversely determined, might reasonably be expected to have a

Material Adverse Effect;

(c)promptly upon becoming aware of them, the details of any judgment or order of a court,

arbitral tribunal or other tribunal or any order or sanction of any governmental or other

regulatory body which is made against any Group Member and which is reasonably likely

to have a Material Adverse Effect;

(d)promptly, such information as the Agent or the Security Agent may reasonably require

about the Charged Property and compliance of the Obligors with the terms of any Security

Documents;

(e)promptly following a request, such further information regarding the financial condition,

assets and operations of the Group and/or any Group Member as any Finance Party

through the Agent may reasonably request and which can be delivered without breach of

any legally binding confidentiality restrictions and/or applicable market abuse regulations

on the part of an Obligor; and

(f)promptly, such further information as may be required by any banking supervisory laws and

regulations applicable to any Lender and/or as is in line with standard banking practice and

which can be delivered without breach of any applicable market abuse regulations and/or,

in the case of copies of a charter commitment or a summary of the terms of a charter

commitment, legally binding confidentiality restrictions, on the part of an Obligor.

21.10Notification of Default

(a)Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to

remedy it) promptly upon any Obligor becoming aware of its occurrence (unless that

Obligor is aware that a notification has already been provided by another Obligor).

(b)Promptly upon a request by the Agent, the Borrower shall supply to the Agent a certificate

signed by two of its directors or senior officers of the Obligors’ Agent on its behalf certifying

that no Default is continuing (or if a Default is continuing, specifying the Default and the

steps, if any, being taken to remedy it).

21.11Sufficient copies

The Borrower, if so requested by the Agent, shall deliver sufficient copies of each document to

be supplied under the Finance Documents to the Agent to distribute to each of the Lenders and

the Hedging Providers.

21.12Direct electronic delivery by the Borrower

The Borrower may satisfy their obligation under this Agreement to deliver any information in

relation to a Lender by delivering that information directly to that Lender, as the case may be, in

accordance with clause 46.5 (Electronic communication) to the extent that Lender and the Agent

agree to this method of delivery.

21.13“Know your customer” checks

(a)If:

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(i)the introduction of or any change in (or in the interpretation, administration or

application of) any law or regulation made after the date of this Agreement;

(ii)any change in the status of an Obligor (or of a Holding Company of an Obligor) or

the composition of the shareholders of an Obligor (or of a Holding Company of an

Obligor) after the date of this Agreement;

(iii)any internal policy of a Finance Party; or

(iv)a proposed assignment by a Lender or a Hedging Provider of any of its rights under

this Agreement or any Hedging Contract to a party that is not already a Lender or a

Hedging Provider prior to such assignment,

obliges the Agent, the Security Agent, or the relevant Hedging Provider or any Lender (or,

in the case of paragraph (iv) above, any prospective new Lender or the Security Agent) to

comply with “know your customer” or similar identification procedures in circumstances

where the necessary information is not already available to it (or, where such information

is not sufficiently up-to-date for the purpose of compliance with any banking supervisory

laws applicable to any Lender and/or standard banking practices), each Obligor shall

promptly upon the request of the Agent, the Security Agent, any Lender, any Hedging

Provider supply, or procure the supply of, such documentation and other evidence as is

reasonably requested by the Agent (for itself or on behalf of any Lender, the Security

Agent or any Hedging Provider) or any Lender, the Security Agent or any Hedging

Provider (for itself or, in the case of the event described in paragraph (iv) above, on behalf

of any prospective new Lender or Hedging Provider) in order for the Agent, the Security

Agent, such Lender or any Hedging Provider or, in the case of the event described in

paragraph (iv) above, any prospective new Lender or Hedging Provider to carry out and

be satisfied it has complied with all necessary “know your customer” or other similar

checks under all applicable laws and regulations pursuant to the transactions

contemplated in the Finance Documents.

(b)Each Finance Party shall, promptly upon the request of the Agent, the Security Agent or

any Lender, supply, or procure the supply of, such documentation and other evidence as is

reasonably requested by the Agent, the Security Agent or any Lender (for itself) in order for

it to carry out and be satisfied it has complied with all necessary “know your customer” or

other similar checks under all applicable laws and regulations pursuant to the transactions

contemplated in the Finance Documents.

(c)If the accession of such Additional Guarantor obliges the Agent, any Lender or any Hedging

Provider to comply with “know your customer” or similar identification procedures in

circumstances where the necessary information is not already available to it, Guarantor A

(up to the Share Exchange Completion) and UK ListCo (on and from the Share Exchange

Completion) shall promptly upon the request of the Agent, any Lender or any Hedging

Provider supply, or procure the supply of, such documentation and other evidence as is

reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for

itself or on behalf of any prospective new Lender) or any Hedging Provider in order for the

Agent, such Lender or Hedging Provider or any prospective new Lender to carry out and be

satisfied it has complied with all necessary “know your customer” or other similar checks

under all applicable laws and regulations pursuant to the accession of such Subsidiary to

this Agreement as an Additional Guarantor.

21.14Green Loan Compliance Certificate and Green Loan Report

(a)The Borrower shall supply to the Agent in sufficient copies for all the Lenders, as soon as

the same becomes available but, subject to paragraph (b) below, in any event within 120

days after the end of their financial year, a Green Loan Compliance Certificate for that

financial year (namely, other than a Pre-Utilisation Green Loan Compliance Certificate).

(b)The first Green Loan Compliance Certificate in respect of a financial year (namely, other

than a Pre-Utilisation Green Loan Compliance Certificate) shall be delivered to the Agent in

respect of the financial year ending no less than 8 Months after the Utilisation Date.

(c)Each Green Loan Compliance Certificate in respect of a financial year (namely, other than

a Pre-Utilisation Green Loan Compliance Certificate) shall:

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(i)set out (in reasonable detail):

(A)the Borrower’s compliance with the Green Asset Criteria for the relevant

financial year (including relevant computations); and

(B)any Green Loan Margin Adjustment to be applied in accordance with clause

10.2 (Green Loan Margin Adjustment);

(ii)attach a correct and complete copy of the annual non-financial disclosure report

prepared by Guarantor A (up to the Share Exchange Completion) and UK ListCo

(on and from the Share Exchange Completion) and, in respect of the financial year

ending 31 December 2025 and each subsequent financial year, reviewed and

verified by the External Reviewer setting out the Borrower’s green loan-related

information for the relevant financial year in sufficient detail for the Lenders to

assess whether the Green Asset Criteria have been complied with by the Borrower

during that financial year (a Green Loan Report);

(iii)ensure that each Green Loan Report includes the following items, based on and

subject to availability of any relevant data (and if such relevant data is not available,

based on expected impact): installed capacity in MW or annual renewable

generation (MWh) and, if feasible, CO2 emissions saved; number of installed wind

turbines; fuel consumption and/or CO2 emissions; and other relevant emissions

such as Sox and Nox, PM; and

(iv)confirm that the Green Loan Report relating to the relevant financial year and

attached to the Green Loan Compliance Certificate is a correct and complete copy

of the original and has not been amended or superseded as at the date of the

Green Loan Compliance Certificate.

(d)Each Pre-Utilisation Green Loan Compliance Certificate shall comply with paragraph (c)

above except that references to historical data or prior periods shall be deemed to be data

in respect of, or references to, the 12 month period ending on the date of submission of the

Pre-Utilisation Green Loan Compliance Certificate.

(e)Each Green Loan Compliance Certificate shall be signed by two directors of the Borrower.

(f)Each Obligor shall supply to the Agent a copy of any amendments to or updated versions

of the Green Finance Second Party Opinion immediately upon receipt from the External

Reviewer.

21.15Green Loan Compliance Certificate Inaccuracy

(a)The Borrower (or the Obligors’ Agent on its behalf) shall notify the Agent upon becoming

aware of any inaccuracy in a Green Loan Compliance Certificate (a Green Loan

Compliance Certificate Inaccuracy). Such notice shall be provided together with:

(i)a description (in reasonable detail) of the relevant Green Loan Compliance

Certificate Inaccuracy; and

(ii)a revised Green Loan Compliance Certificate which complies with the requirements

of paragraphs (c)or (as applicable) (d) of clause 21.14 (Green Loan Compliance

Certificate and Green Loan Report) and which corrects the relevant Green Loan

Compliance Certificate Inaccuracy.

(b)Notwithstanding any other provision of this clause 21.15, a Green Loan Compliance

Certificate Inaccuracy shall not constitute a Default or an Event of Default.

21.16Green Loan Information

(a)The Borrower shall supply to the Agent within a reasonable time any additional information

which any Lender (through the Agent) may reasonably request in order to:

(i)determine and confirm if the Green Asset Criteria have been complied with by the

Borrower; or

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(ii)otherwise determine a Group Member’s compliance with its obligations under any

Green Loan Provision.

(b)The Borrower shall notify the Agent within a reasonable time:

(i)of becoming aware that an External Reviewer has threatened to terminate its

appointment, or that an External Reviewer’s appointment has been terminated; and

(ii)of the appointment of any successor External Reviewer.

(c)The Parties acknowledge and agree that the Agent, the Lenders and the Green Loan

Advisor may rely, without independent verification, upon the accuracy, adequacy and

completeness of the Green Loan Information, and that neither the Agent, the Lenders nor

the Green Loan Advisor:

(i)assumes any responsibility or has any liability for the Green Loan Information; or

(ii)has an obligation to conduct any appraisal of any Green Loan Information.

21.17Exposure reporting

Within 10 Business Days after each Financial Year-end and half-year end of the Borrower, the

Obligors shall supply to the Agent a report setting out (in reasonable detail) the aggregate of:

(a)the Loan;

(b)the Hedging Exposure of all the Hedging Providers; and

(c)the Ancillary Outstandings,

21.18in each case, as at the date of such report.

21.19Greenhouse gas emissions

(a)The Borrower shall, within 120 days after the end of each Financial Year, supply to the

Agent (which shall then supply to each Lender) all relevant data in respect of scope 1,

scope 2 and scope 3 greenhouse gas emissions (CO2e) for Guarantor A (up to the Share

Exchange Completion) and UK ListCo (on and from the Share Exchange Completion) in

respect of that Financial Year, measured in accordance with the principles of the GHG

Protocol.

(b)The information provided under this clause 21.18 shall be deemed to be Confidential

Information but the Borrower acknowledges and agrees that, in accordance with the GHG

Protocol, such information may form part of the information published by any Finance Party

regarding their portfolio climate alignment.

22Financial covenants

22.1Undertaking to comply

Each Obligor who is a Party undertakes that this clause 22 will be complied with throughout the

Facility Period.

22.2Financial definitions

In this clause 22:

Cash and Cash Equivalents means at any relevant time:

(a)cash in hand or on deposit with any bank;

(b)Cash Equivalent Investments;

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(c)any undrawn and available amounts under any committed revolving and overdraft credit

facilities; and

(d)any other instrument, security or investment approved by the Majority Lenders,

which is free from any Security Interest (with the exception of any Account Security relating to

the Earnings Account unless an Event of Default is continuing) and/or restrictions and to which

any Group Member is beneficially entitled at that time and which are readily available to Group

Members and capable of being applied against Financial Indebtedness, as demonstrated by the

then most recent Financial Statements.

Cash Equivalent Investments means at any time:

(a)certificates of deposit maturing within one year after the relevant date of calculation and

issued by an Acceptable Bank;

(b) any investment in marketable debt obligations issued or guaranteed by the government of

the United States of America, the United Kingdom, any member state of the European

Economic Area or any Participating Member State or by an instrumentality or agency of

any of them having an equivalent credit rating, maturing within one year after the relevant

date of calculation and not convertible or exchangeable to any other security;

(c)commercial paper not convertible or exchangeable to any other security:

(i)for which a recognised trading market exists;

(ii)issued by an issuer incorporated in the United States of America, the United

Kingdom, any member state of the European Economic Area or any Participating

Member State;

(iii)which matures within one year after the relevant date of calculation; and

(iv)which has a credit rating of either A-1 or higher by Standard & Poor’s Rating

Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors

Service Limited, or, if no rating is available in respect of the commercial paper, the

issuer of which has, in respect of its long-term unsecured and noncredit enhanced

debt obligations, an equivalent rating;

(d) any investment in money market funds which:

(i)have a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or

F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors Service

Limited; and

(ii)invest substantially all their assets in securities of the types described in

paragraphs (a) to (c) above, to the extent that investment can be turned into cash

on not more than 30 days’ notice; or

(e)any stocks payable in a freely convertible and transferable currency and which are listed on

a stock exchange acceptable to the Majority Lenders.

EBITDA means, at any time and in respect of any Measurement Period, the consolidated profit

on ordinary activities of the Group before taxation for the twelve month period ending at the end

of such Measurement Period, but:

(a)adjusted to exclude interest receivable and interest payable and other similar income or

costs to the extent not already excluded;

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(b)adjusted to exclude any gain or loss realised on the disposal of fixed assets (whether

tangible or intangible);

(c)after adding back depreciation and amortisation charged which relates to such period;

(d)adjusted to exclude any exceptional, one-off, non-recurring or extraordinary items; and

(e)after deducting any profit arising out of the release of any provisions against a liability or

charge and adding back any provision relating to long term assets or contracts,

as shown in the then most recent Financial Statements relevant to the twelve month period

ending at the end of such Measurement Period.

Equity Ratio means, at any relevant time and in relation to a Measurement Period, the ratio of

(a) the Shareholders’ Equity to (b) Total Assets.

Financial Statements means any of the Annual Financial Statements and/or the Semi-Annual

Financial Statements referred to and defined as such in clause 21 (Information undertakings).

Gross Interest Bearing Debt means, at any relevant time, the interest bearing debt of the

Group calculated on a consolidated basis as set out in the then most recent Financial

Statements.

Measurement Period means each Financial Year of Guarantor A (up to the Share Exchange

Completion) or UK ListCo (on and from the Share Exchange Completion) and the first half year

of each Financial Year of Guarantor A (up to the Share Exchange Completion) or UK ListCo (on

and from the Share Exchange Completion) for which Financial Statements are to be delivered to

the Agent under clause 21.3 (Financial statements).

Net Interest Bearing Debt means, at any relevant time and in respect of a Measurement

Period, the Gross Interest Bearing Debt minus Cash and Cash Equivalents, each as set out in

the then most recent Financial Statements relevant to such Measurement Period.

Shareholders’ Equity means, at any time and in relation to a Measurement Period, the “total

shareholders’ equity” for the Group shown (on the basis of book values) in the then most recent

Financial Statements relevant to such Measurement Period.

Total Assets means, at any time and in relation to any Measurement Period, the aggregate of

“total assets” of the Group as shown (on the basis of book values) in the then most recent

Financial Statements relevant to such Measurement Period.

Working Capital means, at any time, the current assets less the current liabilities of the Group,

each as shown in, and calculated in accordance with, the then most recent Financial

Statements, but, adjusted by:

(a) not including in “current assets” any “restricted cash” and including in “current assets” any

undrawn and available amount of any committed loan or credit facility; and

(b)not including in “current liabilities” (i) advance payments received under charter

commitments which are classified as “current liabilities” under IFRS, (ii) “restricted cash”

related to derivatives exposure already adjusted for under “current assets” or (iii) any

“Current portion of long-term interest bearing debt” liabilities,

each as shown in the then most recent Financial Statements relevant to such Measurement

Period.

22.3Financial condition

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Guarantor A (up to the Share Exchange Completion) and UK ListCo (on and from the Share

Exchange Completion) shall (as applicable) ensure that throughout the Facility Period:

(a)Equity Ratio: at all times during and in respect of each Measurement Period, the Equity

Ratio shall be higher than 0.35:1.0;

(b)Liquidity: the Group (on a consolidated basis) maintains at all times Cash and Cash

Equivalents which are at all times not less than:

(i) if at any relevant time the ratio of (1) the total forward-looking anticipated cash

revenues of the Group from all legally binding and committed contracts for all the

Fleet Vessels for a Measurement Period excluding all options and conditional or

contingent payments (other than being conditional on performance of the relevant

Obligor’s or Group Member’s obligations under such charter commitments) and

adjusted on a full cash basis by excluding any part of the revenue already paid (as

the same is calculated by Guarantor A (up to the Share Exchange Completion) and

UK ListCo (on and from the Share Exchange Completion) to the satisfaction of the

Agent) to (2) Net Interest Bearing Debt for the same Measurement Period is equal

to or higher than 50%, the higher of €35,000,000 and 5% of the Gross Interest

Bearing Debt; and

(ii)at all other times, the higher of €50,000,000 and 7.5% of the Gross Interest Bearing

Debt; and

(c)Working Capital: at all times during and in respect of each Measurement Period, the

Working Capital shall be higher than zero (0).

22.4Financial testing

The financial covenants set out in clause 22.3 (Financial condition) shall be calculated in

accordance with IFRS and tested by reference to each of the consolidated financial statements

of Guarantor A or UK ListCo (as applicable) delivered pursuant to clause 21.3 (Financial

statements) and/or each Compliance Certificate delivered pursuant to clause 21.4 (Provision

and contents of Compliance Certificate).

23General undertakings

23.1Undertaking to comply

Each Obligor who is a Party undertakes that this clause 23 will be complied with by and in

respect of each Obligor and each other Group Member throughout the Facility Period.

23.2Use of proceeds

The proceeds of the Utilisation shall be used exclusively for the purposes specified in clause 3

(Purpose) and, if requested by the Agent, the Borrower shall promptly provide to the Agent any

supporting evidence requested to verify that the proceeds are being used for the financing or

refinancing of Green Assets.

23.3Authorisations

Each Obligor shall promptly:

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

(b)supply certified copies to the Agent of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction to:

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(i)enable it to perform its obligations under the Transaction Documents;

(ii)ensure the legality, validity, enforceability or admissibility in evidence of any

Transaction Document; and

(iii)carry on its business where failure to do so has, or is reasonably likely to have, a

Material Adverse Effect.

23.4Compliance with laws

Each Obligor shall (and shall ensure that each other Group Member will), comply in all respects

with all laws and regulations (including Environmental Laws) to which it may be subject where

failure to comply is reasonably likely to have a Material Adverse Effect.

23.5Anti-Corruption Laws and Anti-Money Laundering Laws

(a)No Obligor shall (and shall ensure that no other Group Member will) directly or indirectly:

(i)use the proceeds of the Loan for any purpose which would breach the Bribery Act

2010, the United States Foreign Corrupt Practices Act of 1977 or other similar

legislation in other jurisdictions; or

(ii)engage in activity or conduct which violates Anti-Corruption Laws or Anti-Money

Laundering Laws.

(b)Each Obligor shall (and shall ensure that each other Group Member will):

(i)conduct its businesses in compliance with Anti-Corruption Laws and Anti-Money

Laundering Laws; and

(ii)maintain policies and procedures designed to promote and achieve compliance

with such laws.

23.6Tax compliance

(a)Each Obligor shall (and shall ensure that each other Group Member will) pay and

discharge all Taxes imposed upon it or its assets within the time period allowed without

incurring penalties unless and only to the extent that:

(i)such payment is being contested in good faith;

(ii)adequate reserves are being maintained for those Taxes and the costs required to

contest them which have been disclosed in its latest financial statements delivered

to the Agent under clause 21.3 (Financial statements); and

(iii)such payment can be lawfully withheld.

(b)Except as approved by the Majority Lenders, each Obligor shall maintain its residence for

Tax purposes in the jurisdiction in which it is incorporated and ensure that it is not resident

for Tax purposes in any other jurisdiction.

23.7Change of business

Except as approved by all the Lenders (each such approval not to be unreasonably withheld or

delayed), no substantial change will be made to the general nature of the business of Guarantor

A and, on and from the Share Exchange Completion, UK ListCo, the Obligors or the Group

taken as a whole from that carried on at the date of this Agreement.

23.8Listing

(a)The common shares of Guarantor A shall remain listed on the Oslo Stock Exchange and

the New York Stock Exchange or such other stock exchange acceptable to the Majority

Lenders until the Share Exchange Completion.

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(b)On and from the Share Exchange Completion, the common shares of UK ListCo shall

remain listed on the Oslo Stock Exchange and the New York Stock Exchange or such other

stock exchange acceptable to the Majority Lenders.

23.9Merger and Permitted Reorganisation

(a)Subject to paragraph (b) below and except as approved by all the Lenders, no Obligor shall

(and the Obligors shall ensure that no other Group Member will) enter into any

amalgamation, demerger, merger, consolidation, redomiciliation, legal migration or

corporate reconstruction (other than the solvent liquidation of any Group Member which is

not an Obligor so long as any payments or assets distributed as a result of such liquidation

or reorganisation are distributed to other Group Members).

(b)Guarantor A (and each relevant Group Member) may enter into the Permitted

Reorganisation provided that UK ListCo has or will, with effect from the Share Exchange

Completion, become an Additional Guarantor in accordance with the terms of clause 35.5

(Additional Guarantors), together with any documents and evidence of the type referred to

in Schedule 3 (Conditions precedent) in respect of such Additional Guarantor (other than as

signatory to the Accession Deed).

(c)In the event of application of paragraph (b) above, forthwith following the Agent’s request:

(i)the Obligors will enter into such documents documenting such variations and

arrangements, as may be requested by the Agent (acting on the instructions of the

Majority Lenders); and

(ii)the Obligors will deliver to the Agent such documents and evidence of the type

referred to in Schedule 3 (Conditions precedent) in relation to the documents

referred to in paragraph (i) above as may be requested by the Agent (acting on the

instructions of the Majority Lenders),

in each case, in a form and substance satisfactory to the Agent and at the cost and

expense of the Borrower.

(d)The Borrower shall procure that the Permitted Reorganisation is completed in an approved

manner within 6 months of the Share Exchange Completion.

(e)In the case of UK ListCo only, UK ListCo may enter into an amalgamation, demerger,

merger, consolidation, redomiciliation, legal migration or corporate reconstruction if:

(i)it is to be the surviving entity of such action;

(ii)such action does not and would not be reasonably likely to cause a Material

Adverse Effect;

(iii)satisfactory “know your customers” checks by the Lenders have been completed;

and

(iv)no Default exists at the time of such action or would result from the same.

23.10Further assurance

(a)Each Obligor shall promptly do all such acts or execute all such documents (including

assignments, transfers, mortgages, charges, notices and instructions) as the Agent or the

Security Agent may reasonably specify (and in such form as the Security Agent may

reasonably require in favour of the Security Agent or its nominee(s)):

(i)to perfect the Security Interests created or intended to be created by that Obligor

under, or evidenced by, the Security Documents (which may include the execution

of a mortgage, charge, assignment or other security over all or any of the assets

which are, or are intended to be, the subject of the Security Documents) or to

protect or ensure the priority of such Security Interests or for the exercise of any

rights, powers and remedies of the Security Agent and/or any other Finance Parties

provided by or pursuant to the Finance Documents or by law;

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(ii)to confer on the Security Agent and/or any other Finance Parties Security Interests

over any property and assets of that Obligor located in any jurisdiction equivalent or

similar to the Security Interest intended to be conferred by or pursuant to the

Security Documents;

(iii)to facilitate the realisation of the assets which are, or are intended to be, the

subject of the Security Documents; and/or

(iv)to facilitate the accession by a New Lender to any Security Document following an

assignment in accordance with clause 34.1 (Assignments by the Lenders).

(b)Each Obligor shall take all such action as is available to it (including making all filings and

registrations) as may be necessary for the purpose of the creation, perfection, protection or

maintenance of any Security Interest (or the priority of any Security Interest) conferred or

intended to be conferred on the Security Agent and/or any other Finance Parties by or

pursuant to the Finance Documents.

23.11Negative pledge in respect of Charged Property

Except as approved by the Lenders and except for Permitted Security Interests, no Obligor will

grant or allow to exist any Security Interest over any Charged Property.

23.12Environmental and social matters

(a)The Borrower shall inform the Agent in writing promptly, and in any event no later than

three (3) Business Days from the date of the Borrower’s discovery thereof, of any of the

following events:

(i)an Environmental Incident;

(ii)a Social Incident;

(iii)a Environmental Claim;

(iv)a Social Claim; and/or

(v)a IMO Code Claim.

(b)The Borrower shall, if requested by the Agent (on behalf of any of the Lenders), address

any Environmental Incident, Environmental Claim, Social Incident, Social Claim or IMO

Code Claim through a Corrective Action Plan developed by the Borrower within sixty (60)

days after such incident or claim occurred or such other date mutually agreed between the

parties. The Corrective Action Plan shall be in form and substance satisfactory to the Agent

(on behalf of the relevant Lender) and the Borrower shall ensure that the Corrective Action

Plan is diligently pursued. Any breach of any obligations under this clause may cause a

request for mandatory prepayment in accordance with clause 8.10 (Mandatory prepayment

– Environmental and Social Incidents and Claim) but will not be an Event of Default under

clause 32.5 (Other obligations).

(c)The Borrower shall (and shall procure that each Manager and Bareboat Charterer shall) (i)

comply in all respects with all Environmental Laws and Social Laws applicable to any of

them or the Ship, including without limitation, requirements relating to manning and (ii)

obtain, maintain and ensure compliance with all requisite Environmental Approvals

applicable to any of them and/or the Ship and (iii) maintain or implement procedures to

monitor compliance with and to prevent liability under any Environmental Laws, Social

Laws and the EU Ship Recycling Regulation or the Hong Kong International Convention for

the Safe and Environmentally Sound Recycling of Ships 2009.

23.13Sanctions

(a)No Obligor shall, and each Obligor shall ensure that no other Group Member nor any of

their respective directors or officers shall, and the Obligors shall use reasonable

endeavours to procure that none of their respective employees shall, take any action, make

any omission or use (directly or indirectly) any proceeds of the Loan (or lend, contribute or

otherwise make available all or any part of such proceeds to any person) in a manner that:

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(i)is a breach of Sanctions; and/or

(ii)causes (or will cause or would reasonably be expected to cause) a breach of

Sanctions by any Finance Party.

(b)No Obligor shall (and each Obligor shall ensure that no other Group Member nor any of

their respective directors and officers shall) take any action or make any omission that

results, or is reasonably likely to result, in it or any Finance Party becoming a Restricted

Party.

(c)Each Obligor shall ensure that it shall not use any revenue or benefit derived from any

activity or dealing with a Restricted Party for the purpose of discharging amounts owing to

any Finance Party in respect of the Facility.

(d)Each Obligor shall, and shall procure that each other Group Member will, promptly upon

becoming aware of the same, supply to the Agent details of any claim, action, suit,

proceedings or investigation against it with respect to Sanctions.

(e)Each Obligor shall implement and maintain appropriate safeguards designed to prevent

any action that would be contrary to paragraphs (a) to (d) above.

23.14Declassification Event

(a)On and at any time after the occurrence of a Declassification Event the Agent may, and

shall if so directed by the Majority Lenders, by notice to the Borrower declassify the Loan

as a “green loan”.

(b)With effect on and from the Declassification Date:

(i)clause 10.2 (Green Loan Margin Adjustment) and each Green Loan Provision shall

cease to apply; and

(ii)a Green Loan Margin Adjustment increasing the applicable Margin pursuant to

clause 10.2(a)(ii)(Green Loan Margin Adjustment) will apply to the Loan.

(c)If a Voluntary Declassification Event occurs, the Facility may not be re-classified as a

“green loan” on or after the applicable Declassification Date except with the prior written

approval of all the Lenders.

(d)If a Mandatory Declassification Event occurs:

(i)clause 10.2 (Green Loan Margin Adjustment) and each Green Loan Provision shall

cease to apply; and

(ii)a Green Loan Margin Adjustment increasing the applicable Margin pursuant to

clause 10.2(a)(ii)(Green Loan Margin Adjustment) will apply to the Loan,

(iii)provided that the Green Loan Provisions shall be reinstated within 10 Business Days

(and the Green Loan Margin Adjustment shall cease to apply in accordance with clause

10.2 (Green Loan Margin Adjustment)) following the Borrower’s delivery of a Green Loan

Compliance Certificate evidencing compliance with the Green Asset Criteria.

(e)For the avoidance of doubt, paragraphs (b) and (d) above shall not prevent the application

of clause 10.2 (Green Loan Margin Adjustment) for the purposes of the adjustment of the

applicable Margin or any commitment fee as a result of a Declassification Event.

23.15Green Loan publicity

The Borrower shall not (and shall ensure that no other Group Member will) make any disclosure

that references the Facility or the Loan as a “green loan” at any time on or after a

Declassification Event that has occurred and is continuing.

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23.16People with Significant Control (PSC) regime

Each Obligor and each other Group Member shall:

(a)within the relevant timeframe, comply with any notice it receives pursuant to Part 21A of the

Companies Act 2006 from any Obligor incorporated in the United Kingdom; and

(b)promptly provide the Agent with a copy of that notice.

24Dealings with Ship

24.1Undertaking to comply

Each Obligor who is a Party undertakes that this clause 24 will be complied with in relation to

the Ship throughout the Ship’s Mortgage Period. Where the Ship is subject to a Bareboat

Charter, all undertakings in this clause 24 given by the Borrower will be deemed to also be given

by the relevant Bareboat Charterer under such Bareboat Charter.

24.2Ship’s name and registration

(a)The Ship’s name shall only be changed after prior notice to the Agent and, the Borrower

shall promptly take all necessary steps to update all applicable insurance, class and

registration documents with such change of name.

(b)The Ship shall be permanently registered in the name of the Borrower with the relevant

Registry under the laws of its Flag State. Except with approval of all the Lenders, the Ship

shall not be registered under any other flag or at any other port or fly any other flag (other

than that of its Flag State as at the date of this Agreement) provided that no such approval

shall be required for the registration of the Ship under the flag of another Approved Flag

State as long as replacement Security Interests are granted in respect of the Ship (which

are, in the opinion of the Lenders, equivalent to those in place prior to such registration) in

favour of the Finance Parties immediately following the registration of the Ship under the

flag of that Approved Flag State and at the cost and expense of the Borrower. If that

registration is for a limited period, it shall be renewed at least 45 days before the date it is

due to expire and the Agent shall be notified of that renewal at least 30 days before that

date.

(c)Nothing will be done and no action will be omitted if that might result in such registration

being forfeited or imperilled or the Ship being required to be registered under the laws of

another state of registry.

(d)The Ship, if subject to a Bareboat Charter, may be registered under a parallel registration

regime following approval of such parallel registration regime and relevant applicable

jurisdictions by the Majority Lenders provided that the Majority Lenders (acting reasonably)

are satisfied that prior to such registration:

(i)the Finance Parties’ interests under the Finance Documents (including the

Mortgage and other Transaction Security) are not adversely affected by such

parallel registration;

(ii)any amendments to the Finance Documents have been entered into by the

Obligors and such documents of the type referred to in Schedule 3 (Conditions

precedent) in respect of such amendments have been delivered by the Borrower to

the Agent, as may be required by the Majority Lenders in their reasonable

discretion; and

(iii)the Lenders have received satisfactory legal opinions from all relevant jurisdictions

in respect of such parallel flagging and the impact it may have on the Security

Documents and the Finance Parties’ interests under the Finance Documents.

24.3Sale or other disposal of the Ship

Except:

(a)with approval of all the Lenders; or

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(b)for the sale of the Ship for a cash price payable on completion of the sale which is no

less than the amount required to discharge all outstanding obligations of the Obligors under

the Finance Documents or where all Finance Parties are satisfied (in their sole discretion)

that all outstanding obligations of the Obligors under the Finance Documents shall be so

discharged on completion of the sale and in each case provided no Event of Default is

continuing,

the Borrower will not sell, transfer, abandon or otherwise dispose of the Ship or any share or

interest in the Ship, or agree to do so, but the Borrower may enter into an agreement for the

sale of the Ship if the Borrower is otherwise in compliance with this clause 24.3.

24.4Manager

A manager of the Ship shall not be appointed unless that manager is Guarantor A or any other

Group Member who, in any such case, is the Bareboat Charterer of the Ship and a Guarantor,

or such other person has been approved by the Majority Lenders (such approval not to be

unreasonably withheld or delayed) and unless the terms of its appointment are approved by the

Majority Lenders and (unless that manager is a Guarantor) it has delivered a duly executed

Manager’s Undertaking to the Security Agent. The Borrower shall not agree to any change to

the terms of appointment of a manager (including any Management Agreement) which have

been approved unless such change is also approved.

24.5Copy of Mortgage on board

A properly certified copy of the Ship’s Mortgage (or, in the case of the Mortgage under Danish

law which is in digitalised form, an apostilled certificate of registration (Da: Registreringsattest)

confirming the Mortgage and a certificate from the Danish Maritime Authority containing an

exact replica of the registered letter of indemnity regarding the vessel (Da: Eksakt gengivelse af

registreret digitalt skadesløsbrev i skib)) shall be kept on board the Ship with its papers and

shown to anyone having business with the Ship which might create or imply any commitment or

Security Interest over or in respect of the Ship (other than a lien for crew’s wages and salvage)

and to any representative of the Agent or the Security Agent.

24.6Notice of Mortgage

A framed printed notice of the Ship’s Mortgage shall be prominently displayed in the navigation

room and in the Master’s cabin of the Ship. The notice must be in plain type and read as follows:

“NOTICE OF MORTGAGE

This Ship is subject to a First Mortgage in favour of [name of mortgagee] of [insert address of

mortgagee]. Under the said mortgage and related documents, neither the Borrower nor any

charterer nor the Master of this Ship has any right, power or authority to create, incur or permit

to be imposed upon this Ship any commitments or encumbrances whatsoever other than for

crew’s wages and salvage.

No-one will have any right, power or authority to create, incur or permit to be imposed upon the

Ship any lien whatsoever other than for crew’s wages and salvage.”

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24.7Conveyance on default

Where the Ship is (or is to be) sold in exercise of any power conferred by the Security

Documents, the Borrower shall, upon the Security Agent’s request, immediately execute such

form of transfer of title to the Ship as the Security Agent may require.

24.8Chartering

(a)Except with approval by the Majority Lenders, the Borrower shall not enter into any charter

commitment for the Ship (other than an Initial Bareboat Charter, any other Bareboat

Charter (excluding a JV Bareboat Charter) in accordance with paragraph (b) below or a JV

Bareboat Charter in accordance with paragraph 24.8(c) below); and the Borrower shall

procure that any Bareboat Charterers (as disponent owners) shall not enter into any charter

commitment for the Ship, which is:

(i)a bareboat or demise charter or passes possession and operational control of the

Ship to another person; or

(ii)to another Group Member.

(b)The Borrower may enter into a Bareboat Charter for the Ship other than the Initial Bareboat

Charter provided that:

(i)the terms of such Bareboat Charter are substantially the same as those of the

Initial Bareboat Charter or are approved by the Majority Lenders (such approval not

to be unreasonably withheld);

(ii)such Bareboat Charter provides for a level of charter hire which, for the entire tenor

of the same, is not less than the relevant Minimum Bareboat Charter Hire;

(iii)the Bareboat Charterer in respect of such Bareboat Charter is Guarantor A or a

wholly-owned (direct or indirect) Subsidiary of Guarantor A (prior to the Guarantor

C Acquisition) and UK ListCo or a wholly-owned (direct or indirect) Subsidiary of

UK ListCo (on and from the Guarantor C Acquisition);

(iv)where such Bareboat Charter is with a Group Member that is not a Guarantor, such

Group Member has become an Additional Guarantor in accordance with the terms

of clause 35.5 (Additional Guarantors); and

(v)each of the additional requirements set out in paragraph (d) below are complied

with.

(c)The Borrower may enter into a bareboat charter in respect of the Ship with a bareboat

charterer which is a joint venture local entity (a JV Bareboat Charter) where this is

required by local law to operate the Ship in a specific jurisdiction and provided that:

(i)the terms of such JV Bareboat Charter are substantially the same as those of the

Initial Bareboat Charter or are approved by the Majority Lenders (such approval not

to be unreasonably withheld);

(ii)such JV Bareboat Charter provides for a level of hire which, for the entire tenor of

the same, is not less than the relevant Minimum Bareboat Charter Hire;

(iii)Guarantor A (prior to the Guarantor C Acquisition) or UK ListCo (on and from the

Guarantor C Acquisition) owns legally and beneficially (directly or indirectly) no less

than 51% of each of the issued share capital and the voting share capital in, and

has control over, the Bareboat Charterer under such JV Bareboat Charter;

(iv)where such JV Bareboat Charter is with a Group Member that is not already a

Guarantor, such Group Member has become an Additional Guarantor in

accordance with the terms of clause 35.5 (Additional Guarantors); and

(v)the Borrower provides or procures the provision by the Bareboat Charterer of such

JV Bareboat Charter and such other documents and evidence and security in

respect of such charter as the Agent (acting on the instructions of the Majority

Lenders in their sole discretion) shall require.

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(d)Further, without prejudice to the rights of the Finance Parties under the provisions of

paragraph (a), (b) or (c) above and any other provisions of the Finance Documents, the

Borrower shall advise the Agent promptly of any Bareboat Charter or Charter in respect of

the Ship (other than the Initial Bareboat Charter and the Initial Charter for the Ship) entered

into by the Borrower or the Bareboat Charterer as disponent owner of the Ship, and the

Borrower shall:

(i)deliver a copy of each such Bareboat Charter or, to the extent that such disclosure

does not constitute a breach of the relevant Charter, a description of the main

terms of each such Charter to the Agent forthwith after its execution;

(ii)in the case of a Bareboat Charter where the Bareboat Charterer has not already

provided a General Assignment forthwith thereafter procure that the Bareboat

Charterer executes a General Assignment in favour of the Security Agent;

(iii)in the case of a Bareboat Charter, forthwith thereafter execute any notice of

assignment required in connection therewith pursuant to the Borrower’s General

Assignment serve such notice of assignment on the relevant Bareboat Charterer

and obtain an acknowledgement of such notice by such Bareboat Charterer (and

for the avoidance of doubt if the Borrower fails to give such notice within a

reasonable time, the Agent may, and shall if so directed by the Majority Lenders,

serve any such notice of assignment on the relevant Bareboat Charterer under

such Bareboat Charter in a timely manner);

(iv)in the case of a Charter (and any Charter Guarantee in respect of such Charter)

and provided that an assignment of the Earnings of such Charter or such Charter

Guarantee (as applicable) will not constitute a breach of such Charter or such

Charter Guarantee (but without prejudice to the requirements of paragraph (e)

below), forthwith thereafter execute or procure that the relevant Bareboat Charterer

execute any notice of assignment of the Earnings or, where paragraph (e)(ii) below

applies, all the rights, of such Charter and such Charter Guarantee as required in

connection therewith pursuant to the Borrower’s or Bareboat Charterer’s General

Assignment, as applicable;

(v)in the case of a Charter (and any Charter Guarantee in respect of such Charter)

and provided that an assignment of the Earnings of such Charter or such Charter

Guarantee (as applicable) will not constitute a breach of such Charter or such

Charter Guarantee (but without prejudice to the requirements of paragraph (e)

below), forthwith thereafter, serve or procure the service of any such notice of

assignment of the Earnings of such Charter and such Charter Guarantee by the

relevant Bareboat Charterer on the relevant Charterer under such Charter and on

the relevant Charter Guarantor under such Charter Guarantee, and:

(A)unless paragraph (B) below applies, use its reasonable endeavours to

procure the receipt of the acknowledgement of such notice by such

Charterer and such Charter Guarantor; and

(B)where a Quiet Enjoyment Agreement has been or will be entered into in

respect of such Charter, procure the receipt of the acknowledgement of such

notice by such Charterer and such Charter Guarantor forthwith,

(C)(and for the avoidance of doubt if the Borrower or Bareboat Charterer fails to

give such notice within a reasonable time, the Agent may, and shall if so directed by

the Majority Lenders, serve any such notice of assignment on the relevant

Charterer under such Charter and on the relevant Charter Guarantor under such

Charter Guarantee in a timely manner);

(vi)deliver to the Agent such documents and evidence of the type referred to in

Schedule 3 (Conditions precedent), in relation to any such General Assignment or

any other related matter referred to in this clause 24.8(d), as the Agent (acting on

the instructions of the Majority Lenders in their reasonable discretion) shall require;

and

(vii)pay on the Agent’s demand all legal costs and other costs (pre-approved by the

Borrower or the Obligors’ Agent on its behalf, such approval not to be unreasonably

withheld or delayed) of the Agent and/or the Security Agent in connection with or in

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relation to any such Charter, Bareboat Charter or General Assignment or any other

related matter referred to in this clause 24.8(d).

(e)Notwithstanding any other provision in this Agreement, the Borrower shall, and shall

procure that any relevant Bareboat Charterer shall:

(i)unless paragraph (ii) below applies, use commercially reasonable efforts to procure

that:

(A)any Charter (and any Charter Guarantee in respect of such Charter) entered

into by the Borrower or Bareboat Charterer following the date of this

Agreement is governed by English law and that its Earnings are freely

assignable by the Borrower or Bareboat Charterer (as applicable) to the

Security Agent, without the need for the relevant Charterer’s or relevant

Charter Guarantor’s (as applicable) consent; or

(B)the main terms of any such Charter (and any Charter Guarantee in respect

of such Charter) can be disclosed by the Borrower or Bareboat Charterer (as

applicable) to the Finance Parties in accordance with the terms of this

Agreement;

(ii)where a charterer in respect of any charter commitment entered into by the

Borrower or Bareboat Charterer following the date of this Agreement requires that a

quiet enjoyment agreement be entered into as a condition to permitting the

Mortgage over the Ship and/or to an assignment of any rights under such charter

commitment, use all commercially reasonable efforts to procure that, subject to the

entry into the relevant Quiet Enjoyment Agreement, all the rights (including to

Earnings) of the Borrower or Bareboat Charterer under such charter commitment

and any relevant guarantee in respect of such charter commitment are freely

assignable or, where, despite the use of all commercially reasonable efforts by the

Borrower or Bareboat Charterer, the relevant charterer does not accept such

assignment of all the rights of the Borrower or Bareboat Charterer under such

charter commitment and any guarantee in respect of such charter commitment,

procure that, subject to the entry into the relevant Quiet Enjoyment Agreement, all

the rights of the Borrower or Bareboat Charterer to receive Earnings under such

charter commitment and any relevant guarantee in respect of such charter

commitment are freely assignable;

(iii)where paragraph (ii) above applies and such charter commitment and any

guarantee in respect of such charter commitment is a Charter or a Charter

Guarantee, respectively, comply with the provisions of paragraphs (d)(iv) and (d)(v)

above in respect of such Charter and Charter Guarantee; and

(iv)where paragraph (ii) above applies in respect of a charter commitment and the

same and any guarantee in respect of such charter commitment is not a Charter or

a Charter Guarantee, respectively, procure that notice of the assignment of the

Borrower or (as the case may be) the Bareboat Charterer’s rights under such

charter commitment or guarantee or, as applicable, the Borrower or (as the case

may be) Bareboat Charterer’s rights to receive Earnings under such charter

commitment or moneys under such guarantee, is included in the relevant Quiet

Enjoyment Agreement and acknowledged by the relevant charterer or charter

guarantor, respectively, by their execution of such Quiet Enjoyment Agreement

(such notice and acknowledgement wording to be based on the wording included in

paragraph 3 of the BIMCO Standard Form Quiet Enjoyment Letter for Ship

Financing applicable on the date of this Agreement).

(f)Without prejudice to the provisions of paragraph (e) above where any charterer in respect

of a charter commitment (other than a Bareboat Charter) to be entered into by the Borrower

or Bareboat Charterer following the date of this Agreement requires a quiet enjoyment

agreement as a condition to permitting the Mortgage over the Ship (and/or to the

assignment of any rights under such charter commitment), the Borrower or Bareboat

Charterer shall, as soon as reasonably practicable after becoming aware of such

requirement and in any event prior to the entry into such charter commitment, inform the

Agent of such requirement.

(g)Notwithstanding any term of any Quiet Enjoyment Agreement, any costs or expenses

arising out of or in connection with any Quiet Enjoyment Agreement shall be paid by the

Borrower in accordance with clause 18 (Costs and expenses).

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24.9Lay up

Except with approval, the Ship shall not be laid up cold.

24.10Sharing of Earnings

Except with approval, the Borrower shall not enter into any arrangement under which its

Earnings from the Ship may be shared with anyone else.

24.11Payment of Earnings

(a)The Borrower’s Earnings from the Ship shall be paid in the way required pursuant to clause

28.5 (Payment of charter earnings).

(b)If any Earnings are held by brokers or other agents, they shall be paid to the Security Agent

or the Agent (as the case may be), if it requires this after the Earnings have become

payable to it pursuant to clause 28.5 (Payment of Charter Earnings).

24.12Inventory of Hazardous Materials

An Inventory of Hazardous Materials shall be maintained in relation to the Ship provided that if

such certificate is not available at the start of the Ship’s Mortgage Period, an Inventory of

Hazardous Material will be obtained at the next dry-docking of the Ship.

24.13Sustainable and socially responsible dismantling of ships

(a)The Ship, each Fleet Vessel and any other vessel controlled by the Group will, when it is to

be scrapped or when sold to an intermediary with the intention of being scrapped, be

recycled at a recycling yard which conducts its recycling business in a socially and

environmentally responsible manner in accordance with the provisions of The Hong Kong

International Convention for the Safe and Environmentally Sound Recycling of Ships 2009

(whether or not it is in force) and, if applicable, the EU Ship Recycling Regulation and, if

applicable, the Ship Recycling Facilities Regulations 2015.

(b)The Borrower shall ensure, prior to any dismantling contract in respect of any Fleet Vessel

being entered into by the relevant Group Member, that the Finance Parties receive a

statement from an independent third party expert acceptable to the Finance Parties

confirming that the relevant shipyard/dismantling yard complies with the requirements for

such yards as set out in the Hong Kong International Convention for the safe and

Environmentally Sound Recycling of Ships 2009 (whether or not it is in force) and/or, if

applicable, the EU Ship Recycling Regulation.

24.14Poseidon Principles

(a)If applicable to the Ship, the Borrower shall, upon the request of the Agent (at the request

of any Lender) and at the cost of the Borrower, on or before 31 July in each calendar year,

supply or procure the supply to the Agent of all information necessary in order for that

Lender to comply with its obligations under the Poseidon Principles in respect of the

preceding year, including, without limitation, all vessel fuel oil consumption data required to

be collected and reported in accordance with Regulation 22A of Annex VI and any

Statement of Compliance, in each case relating to the Ship for the preceding calendar year.

(b)No Lender shall publicly disclose such information with the identity of the Ship without the

prior written consent of the Borrower. Such information shall be “Confidential Information”

for the purposes of clause 51 (Confidential Information) but the Borrower acknowledges

that, in accordance with the Poseidon Principles, such information will form part of the

information published regarding the relevant Lender’s portfolio climate alignment.

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25Condition and operation of Ship

25.1Undertaking to comply

Each Obligor who is a Party undertakes that this clause 25 will be complied with in relation to

the Ship throughout the Ship’s Mortgage Period. Where the Ship is subject to a Bareboat

Charter, all undertakings in this clause 25 given by the Borrower will be deemed to also be given

by the relevant Bareboat Charterer under such Bareboat Charter.

25.2Defined terms

In this clause 25 and in Schedule 3 (Conditions precedent):

applicable code means any code or prescribed procedures required to be observed by the

Ship or the persons responsible for its operation under any applicable law (including but not

limited to those currently known as the ISM Code and the ISPS Code).

applicable law means all laws and regulations applicable to vessels registered in the Ship’s

Flag State or which for any other reason apply to the Ship or to its condition or operation at any

relevant time.

applicable operating certificate means any certificates, vessel response plans, or other

document relating to the Ship or its condition or operation required to be in force under any

applicable law or any applicable code.

25.3Repair

The Ship shall be kept in a good, safe and efficient state of repair. The quality of workmanship

and materials used to repair the Ship or replace any damaged, worn or lost parts or equipment

shall be sufficient to ensure that the Ship’s value is not reduced.

25.4Modification

Except with approval, the structure, type or performance characteristics of the Ship shall not be

modified in a way which could or might materially alter the Ship or materially reduce its value.

25.5Removal of parts

Except with approval, no material part of the Ship or any equipment (except for equipment that

is temporarily installed for the purpose of fulfilling a charterparty or employment contract) shall

be removed from the Ship if to do so would materially reduce its value unless at the same time it

is replaced with equivalent parts or equipment owned by the Borrower free of any Security

Interest (except under the Security Documents) or such removal is a temporary removal of

equipment which is to be repaired.

25.6Third party owned equipment

Except with approval, equipment owned by a third party shall not be installed on the Ship if it

cannot be removed without risk of causing damage to the structure or fabric of the Ship or

incurring significant expense.

25.7Maintenance of class; compliance with laws and codes

The Ship’s class shall be the Ship’s Classification with the relevant Classification Society. The

Ship and every person who owns, operates or manages the Ship shall comply with all applicable

laws and the requirements of all applicable codes. There shall be kept in force and on board the

Ship or in such person’s custody any applicable operating certificates which are required by

applicable laws or applicable codes to be carried on board the Ship or to be in such person’s

custody.

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25.8Surveys

The Ship shall be submitted to continuous surveys and any other surveys which are required for

it to maintain the Classification as its class. Copies of reports of those surveys shall be provided

promptly to the Agent if it so requests.

25.9Inspection and notice of dry-docking

The Agent and/or surveyors or other persons appointed by it for such purpose shall be allowed

to board the Ship at all reasonable times (without interfering with the normal operations and

trading of the Ship unless an Event of Default is continuing) to inspect it and given all proper

facilities needed for that purpose but always provided that the Agent and/or such surveyors or

other persons appointed by the Agent shall sign a waiver and/or hold harmless letter in such

form provided by the Borrower’s insurers prior to boarding the Ship. Unless an Event of Default

is continuing, the Borrower shall only be required to cover the costs of one such inspection per

Ship in every calendar year.

25.10Discharge of liabilities

All debts, damages, liabilities and outgoings which have given, or may give, rise to maritime,

statutory or possessory liens on, or claims enforceable against, the Ship, its Earnings or

Insurances shall be promptly paid and discharged.

25.11Release from arrest

The Ship, its Earnings and Insurances shall be released from any arrest, detention, attachment

or levy, and any legal process against the Ship shall be discharged as soon as possible and in

any event not later than 30 Business Days thereafter (or such longer period as may be

approved), by whatever action is required to achieve that release or discharge.

25.12Information about the Ship

The Borrower shall give the Agent, within a reasonable time of its request, any additional

information which it may reasonably require about the Ship or its employment, position, use or

operation, including details of towages and salvages, and copies of all its charter commitments

entered into by or on behalf of any Obligor and copies of any applicable operating certificates.

25.13Notification of certain events

The Borrower shall give the Agent prompt notice of:

(a)any damage to the Ship where the cost of the resulting repairs may exceed the Major

Casualty Amount for the Ship;

(b)any occurrence which may result in the Ship becoming a Total Loss;

(c)any requisition of the Ship for hire;

(d)any material Environmental Incident involving the Ship and any material Environmental

Claim being made in relation to such an incident;

(e)any withdrawal or threat to withdraw any applicable operating certificate which is material

for the operation of the Ship and such operating certificate is not reinstated within 15 days;

(f)if requested by the Agent, a copy of any operating certificate required under any applicable

code;

(g)the receipt of notification that any application for such a certificate which is material for the

operation of the Ship has been refused and such operating certificate is not obtained within

15 days;

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(h)any requirement or recommendation made in relation to the Ship by any insurer or the

Ship’s Classification Society or by any competent authority which is not, or cannot be,

complied with in the manner or time required or recommended;

(i)any arrest, hijacking or detention of the Ship or any exercise or purported exercise of a lien

or other claim on the Ship or its Earnings or Insurances; and

(j)any Social Claim or Social Incident.

25.14Payment of outgoings

All tolls, dues and other outgoings whatsoever in respect of the Ship and its Earnings and

Insurances shall be paid promptly. Proper accounting records shall be kept of the Ship and its

Earnings.

25.15Repairers’ liens

Except with approval, the Ship shall not be put into any other person’s possession for work to be

done on the Ship if the cost of that work will exceed or is likely to exceed the Major Casualty

Amount for the Ship unless:

(a)that person gives the Security Agent a written undertaking in approved terms not to

exercise any lien on the Ship or its Earnings for any of the cost of such work; or

(b)it is demonstrated to the Agent’s reasonable satisfaction that funds will be available to meet

the full cost of that work, whether from insurers or otherwise.

25.16Lawful use

The Ship shall not be employed:

(a)in any way or in any activity which is unlawful under international law or the domestic laws

of any relevant country;

(b)by or for the benefit of a Restricted Party;

(c)in any trade to or from a Sanctioned Country;

(d)in any trade which could expose the Ship, Obligor, Finance Party, Manager (provided that

such Manager is not a Group Member), the crew or the insurers to enforcement

proceedings or any other consequences whatsoever arising from Sanctions;

(e)in carrying illicit or prohibited goods;

(f)in a way which may make it liable to be condemned by a prize court or destroyed, seized or

confiscated; or

(g)if there are hostilities in any part of the world (whether war has been declared or not), in

carrying contraband goods,

and the persons responsible for the operation of the Ship shall take all necessary and proper

precautions to ensure that this does not happen, including participation in industry or other

voluntary schemes available to the Ship and in which leading operators of vessels operating

under the same flag or engaged in similar trades generally participate at the relevant time.

25.17War zones

Except with approval by all the Lenders the Ship shall not enter or remain in any zone which has

been declared a war zone by any government entity or the Ship’s war risk insurers. If approval is

granted for it to do so, any requirements of the Agent and/or the Ship’s insurers necessary to

ensure that the Ship remains properly insured in accordance with the Finance Documents

(including any requirement for the payment of extra insurance premiums) shall be complied with.

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26Insurance

26.1Undertaking to comply

Each Obligor who is a Party undertakes that this clause 26 shall be complied with in relation to

the Ship and its Insurances throughout the Ship’s Mortgage Period. Where the Ship is subject to

a Bareboat Charter, all undertakings in this clause 26 given by the Borrower will be deemed to

also be given by the relevant Bareboat Charterer under such Bareboat Charter.

26.2Insurance terms

In this clause 26:

excess risks means the proportion (if any) of claims for general average, salvage and salvage

charges not recoverable under the hull and machinery insurances of a vessel in consequence of

the value at which the vessel is assessed for the purpose of such claims exceeding its insured

value.

excess war risk P&I cover means cover for claims only in excess of amounts recoverable

under the usual war risk cover including (but not limited to) hull and machinery, crew and

protection and indemnity risks.

hull cover means insurance cover against the risks identified in paragraph (a) of clause 26.3

(Coverage required), including hull and machinery, hull interest and/or freight interest in such

percentages as approved by the Lenders.

minimum hull cover means in relation to the Ship, an amount equal at the relevant time to one

hundred and ten per cent. (110%) of the aggregate of (a) the Loan, (b) the Hedging Exposures

of all of the Hedging Providers at that time and (c) the Ancillary Outstandings.

P&I risks means the usual risks (including maximum liability for oil pollution, excess war risk

P&I cover) covered by a protection and indemnity association which is a member of the

International Group of protection and indemnity associations (or, if the International Group

ceases to exist, any other leading protection and indemnity association or other leading provider

of protection and indemnity insurance) (including, without limitation, the proportion (if any) of any

collision liability not covered under the terms of the hull cover).

26.3Coverage required

The Ship (including its hull and machinery, hull interest, freight interest, disbursements and/or

increased value) shall at all times be insured at the Borrower’s cost:

(a)against fire and usual marine risks (including excess risks) and war risks (including war

protection and indemnity risks (including crew and terrorism risks, piracy and confiscation

risks)) on an agreed value basis, for the higher of its minimum hull cover and its market

value (such calculation to include hull and machinery as well as hull interest and/or freight

interest in such percentages as approved by the Lenders);

(b)against P&I risks for the highest amount then available in the insurance market for vessels

of similar age, size and type as the Ship (but, in relation to liability for oil pollution, for an

amount of not less than $1,000,000,000);

(c)against such other risks and matters excluding loss of hire or Earnings which the Agent

(acting on the instructions of all the Lenders) notifies it that it considers reasonable for a

prudent shipowner or operator to insure against at the time of that notice; and

(d)on terms which comply with the other provisions of this clause 26.

26.4Placing of cover

The insurance coverage required by clause 26.3 (Coverage required) shall be:

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(a)in the name of the Borrower and any Bareboat Charterer and (in the case of the Ship’s hull

cover) no other person (other than the Security Agent (and any other Finance Party) if

required by the Majority Lenders) (unless such other person is approved and, if so required

by the Agent (acting on the instructions of the Majority Lenders), has duly executed and

delivered a first priority assignment of its interest in the Ship’s Insurances to the Security

Agent (and any other Finance Party required by the Agent) in an approved form and

provided such supporting documents and opinions in relation to that assignment as the

Agent requires) provided, however, that where a Charterer (or any other charterer of the

Ship that is not a Group Member) is co-assured under any such insurance coverage, they

shall not be required to provide any such assignment of insurances but the Borrower shall,

and shall procure that any relevant Bareboat Charterer shall, use reasonable endeavours

to obtain a co-assured side letter from such Charterer in such form as is reasonably

acceptable to the Agent and agreed by the Borrower before the date of this Agreement;

(b)in euro or another approved currency;

(c)arranged through approved brokers or direct with approved insurers or protection and

indemnity or war risks associations, with the relevant approved underwriters or insurers

having in any event a minimum credit rating of BBB+ or higher by Standard & Poor’s Rating

Group or Baa1 or higher by Moody’s Investors Service (or equivalent ratings from AM Best

or Fitch Ratings);

(d)in full force and effect; and

(e)on approved terms which (other than in respect of protection and indemnity insurance)

shall be those contained in the latest version of the Nordic Marine Insurance Plan of 2013

full conditions (and, to the extent required by the Agent, incorporating the Institute War &

Strikes Clauses 1.11.1995) or the Institute Time Clauses Hulls 1983, and with approved

insurers or associations.

26.5Mortgagee’s insurance

(a)The Borrower shall promptly reimburse to the Agent the cost (as conclusively certified by

the Agent) of taking out and keeping in force in respect of the Ship on approved terms, or in

considering or making claims under:

(i)a mortgagee’s interest insurance and a mortgagee’s additional perils (pollution

risks) cover for the benefit of the Finance Parties for a total amount of up to 120%

of the aggregate of (i) the Loan, (ii) the Hedging Exposure of all the Hedging

Providers at that time and (iii) the Ancillary Outstandings at that time, in each case

based on the figures provided pursuant to a Compliance Certificate or, as

applicable, pursuant to paragraph (b) below; and

(ii)any other insurance cover which the Agent (acting on the instructions of the

Majority Lenders) reasonably requires in respect of any Finance Party’s interests

and potential liabilities (whether as mortgagee of the Ship or beneficiary of the

Security Documents).

(b)On the date falling 5 Business Days before (i) any insurance is taken out by the Agent

pursuant to paragraph (a) above and (ii) the expiry of any insurance taken out by the Agent

pursuant to paragraph (a) above, the Borrower shall provide the Agent with the same

information (as at the date the information is provided) as required pursuant to clause

21.17  (Exposure reporting), provided that the Agent has notified the Borrower of the date

pursuant to (i) and (ii) above no later than 15 Business Days prior to such date.

26.6Fleet liens, set off and cancellations

If the Ship’s hull cover also insures other vessels, the Security Agent shall either be given an

undertaking in approved terms by the brokers or (if such cover is not placed through brokers or

the brokers do not, under any applicable laws or insurance terms, have such rights of set off and

cancellation) the relevant insurers that the brokers or (if relevant) the insurers will not:

(a)set off against any claims in respect of the Ship any premiums due in respect of any of

such other vessels insured; or

(b)cancel that cover because of non-payment of premiums in respect of such other vessels,

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or the Borrower shall ensure that hull cover for the Ship is provided under a separate policy from

any other vessels.

26.7Payment of premiums

All premiums, calls, contributions or other sums payable in respect of the Insurances shall be

paid punctually and the Agent shall be provided with all relevant receipts or other evidence of

payment upon request.

26.8Details of proposed renewal of Insurances

At least 14 days before any of the Ship’s Insurances are due to expire, the Agent shall be

notified of the names of the brokers, insurers and associations proposed to be used for the

renewal of such Insurances and the amounts, risks and terms in, against and on which the

Insurances are proposed to be renewed.

26.9Instructions for renewal

At least seven days before any of the Ship’s Insurances are due to expire, instructions shall be

given to brokers, insurers and associations for them to be renewed or replaced on or before

their expiry.

26.10Confirmation of renewal

The Ship’s Insurances shall be renewed upon their expiry in a manner and on terms which

comply with this clause 26 and confirmation of such renewal given by approved brokers or

insurers to the Agent at least two Business Days (or such shorter period as may be approved)

before such expiry.

26.11P&I guarantees

Any guarantee or undertaking required by any protection and indemnity or war risks association

in relation to the Ship shall be provided when required by the association.

26.12Insurance documents

The Agent shall be provided with pro forma copies of all insurance policies and other

documentation issued by brokers, insurers and associations in connection with the Ship’s

Insurances as soon as they are available after they have been placed or renewed (but in any

event no later than 15 Business Days after such placement or renewal) and all insurance

policies and other documents relating to the Ship’s Insurances shall be deposited with any

approved brokers or (if not deposited with approved brokers) the Agent or some other approved

person.

26.13Letters of undertaking

Unless otherwise approved where the Agent is satisfied that equivalent protection is afforded by

the terms of the relevant Insurances and/or any applicable law and/or a letter of undertaking

provided by another person, on each placing or renewal of the Insurances, the Agent shall be

provided promptly with letters of undertaking in an approved form (having regard to general

insurance market practice and law at the time of issue of such letter of undertaking) from the

relevant brokers, insurers and associations.

26.14Insurance Notices and Loss Payable Clauses

The interest of the Security Agent or any other Finance Parties as assignees of the Insurances

shall be endorsed on all insurance policies and other documents by the incorporation of a Loss

Payable Clause and an Insurance Notice in respect of the Ship and its Insurances signed by the

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Borrower and, unless otherwise approved, each other person assured under the relevant cover

(other than the Security Agent or any other Finance Party if it is itself an assured).

26.15Insurance correspondence

If so required by the Agent (acting on the instructions of the Majority Lenders), the Agent shall

promptly be provided with copies of all written communications between the assureds and

brokers, insurers and associations relating to any of the Ship’s Insurances as soon as they are

available.

26.16Qualifications and exclusions

All requirements applicable to the Ship’s Insurances shall be complied with and the Ship’s

Insurances shall only be subject to approved exclusions or qualifications.

26.17Independent report

If the Agent (acting on the instructions of the Majority Lenders) requests from the Borrower a

detailed report from an approved independent firm of marine insurance brokers giving their

opinion on the compliance of the Ship’s Insurances with the terms of this Agreement then the

Agent shall be provided promptly by the Borrower with such a report at no cost to the Agent or (if

the Agent obtains such a report itself, which it shall be entitled to do) the Borrower shall

reimburse the Agent for the cost of obtaining that report.

26.18Collection of claims

All documents and other information and all assistance required by the Agent to assist it and/or

the Security Agent in trying to collect or recover any claims under the Ship’s Insurances shall be

provided promptly.

26.19Employment of Ship

The Ship shall only be employed or operated in conformity with the terms of the Ship’s

Insurances (including any express or implied warranties) and not in any other way (unless the

insurers have consented and any additional requirements of the insurers have been satisfied).

26.20Declarations and returns

If any of the Ship’s Insurances are on terms that require a declaration, certificate or other

document to be made or filed before the Ship sails to, or operates within, an area, those terms

shall be complied with within the time and in the manner required by those Insurances.

26.21Application of recoveries

All sums paid under the Ship’s Insurances to anyone other than the Security Agent shall be

applied in repairing the damage and/or in discharging the liability in respect of which they have

been paid except to the extent that the repairs have already been paid for and/or the liability

already discharged.

26.22Settlement of claims

Any claim under the Ship’s Insurances for a Total Loss or Major Casualty shall only be settled,

compromised or abandoned with prior approval.

26.23Change in insurance requirements

If the Agent (acting on the instructions of the Majority Lenders) gives notice to the Borrower to

change the terms and requirements of this clause 26 (which the Agent may only do, in such

manner as it considers appropriate, as a result in changes of circumstances or practice after the

Utilisation Date), this clause 26 shall be modified in the manner so notified by the Agent on the

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date 14 days after such notice from the Agent is received, provided that such requested

modifications follow reasonably prevailing market terms at the time that such notice is given to

the Borrower by the Agent.

27Minimum security value

27.1Undertaking to comply

Each Obligor who is a Party undertakes that this clause 27 will be complied with throughout any

Mortgage Period.

27.2Valuation of assets

For the purpose of the Finance Documents, the value at any time of the Ship obtained under

clause 4 (Conditions of Utilisation) or any other asset over which additional security is provided

under this clause 27 will be its value as most recently determined in accordance with this clause

27.

27.3Valuation frequency

Valuation of the Ship (and such other asset granted as security in accordance with this clause

27) shall be made:

(a)at the time required in clause 4.2 (Conditions precedent before Utilisation) and Schedule 3

(Conditions precedent);

(b)within 30 days of the end of each Financial Year; and

(c)at any other time and frequency as may be requested by the Majority Lenders.

27.4Expenses of valuation

The Borrower shall bear, and reimburse to the Agent where incurred by the Agent, all costs and

expenses of providing such a valuation except that if no Event of Default is continuing, the cost

of valuations obtained pursuant to paragraph (c) of clause 27.3 (Valuation frequency) shall be

borne by the Borrower not more than once every calendar year.

27.5Valuations procedure

The value of the Ship shall be determined in accordance with, and by valuers approved and

appointed in accordance with, this clause 27. Additional security provided under this clause 27

shall be valued in such a way, on such a basis and by such persons (including the Agent itself)

as may be approved by the Majority Lenders or as may be agreed in writing by the Borrower

and the Agent (on the instructions of the Majority Lenders).

27.6Currency of valuation

Valuations shall be provided by valuers in euro or, if a valuer is of the view that the relevant type

of vessel is generally bought and sold in another currency, in that other currency. If a valuation is

provided in another currency, for the purposes of this Agreement it shall be converted into euro

at the Agent’s spot rate of exchange for the purchase of euro with that other currency as at the

date to which the valuation relates.

27.7Basis of valuation

Each valuation will be addressed to the Agent in its capacity as such (or to the Borrower or the

Obligors’ Agent provided that such valuation is accompanied by full reliance and disclosure

language in favour of the Finance Parties), will not be more than 30 days old (or 60 days old in

relation to the valuations provided pursuant to paragraph 10 of Part 2 (Conditions precedent

before Utilisation) of Schedule 3 (Conditions precedent)) and will be made:

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(a)without physical inspection (unless required by the Agent);

(b)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

(c)without taking into account the benefit or detriment of any charter commitment.

27.8Information required for valuation

The Borrower shall promptly provide to the Agent and any such valuer any information which

they reasonably require for the purposes of providing such a valuation.

27.9Approval of valuers

All valuers must have been approved. The Agent may from time to time notify the Borrower of

approval of one or more independent ship brokers as valuers for the purposes of this clause 27.

The Agent shall respond promptly to any request by the Borrower for approval of a broker

nominated by the Borrower. The Agent may at any time by notice to the Borrower withdraw any

previous approval of a valuer for the purposes of future valuations. That valuer may not then be

appointed to provide valuations unless it is once more approved. If the Agent has not approved

at least three brokers as valuers at a time when a valuation is required under this clause 27, the

Agent shall promptly notify the Borrower of the names of at least three valuers which are

approved. On the date of this Agreement the approved valuers are Clarksons, Fearnleys,

Braemar and Pareto.

27.10Appointment of valuers

When a valuation is required for the purposes of this clause 27, the Borrower shall appoint

approved valuers to provide such a valuation. If the Borrower fails to appoint valuers, the Agent

may appoint approved valuers to provide that valuation.

27.11Number of valuers

(a)Each valuation must be carried out by two approved valuers of whom one shall be

nominated by the Agent and the other by the Borrower. If the Borrower fails promptly to

nominate a second valuer then the Agent may nominate the second valuer. Clause 27.12

(Differences in valuations) shall apply.

(b)If two valuers provide valuations and their valuations of the Ship vary by more than 10%

(by reference to the lower of the two valuations), then the value of the Ship shall be

determined by reference to those two valuations and a third valuation provided by a third

approved valuer nominated by the Agent. Clause 27.12 (Differences in valuations) shall

apply.

27.12Differences in valuations

(a)If valuations of the Ship provided by individual valuers differ, the value of the Ship for the

purposes of the Finance Documents will be the mean average of those valuations.

(b)If any approved valuer provides a range of values for the Ship, the value of the Ship for the

purposes of the Finance Documents will be the mean average of the values comprising

such range.

27.13Security shortfall

(a)If at any time the Security Value is less than the Minimum Value, the Agent may, and shall,

if so directed by the Majority Lenders, by notice to the Borrower require that such

deficiency be remedied. The Borrower shall then within 30 Business Days of receipt of

such notice ensure that the Security Value equals or exceeds the Minimum Value. For this

purpose, the Borrower may:

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(i)provide additional security over assets reasonably approved by all the Lenders and

in accordance with this clause 27 (including in the form of charged and/or pledged

euro cash deposits which are hereby approved by all the Lenders); and/or

(ii)prepay a part of the Loan under clause 8.4 (Voluntary prepayment).

(b)Any prepayment made under paragraph (a) above shall be applied in reduction of each

Lender’s Commitment pro rata and any corresponding cancellation of the Commitments

shall be applied against the Commitments relating to the Loan pro rata.

27.14Creation of additional security

The value of any additional security which the Borrower offers to provide to remedy all or part of

a shortfall in the amount of the Security Value will only be taken into account for the purposes of

determining the Security Value if and when:

(a)that additional security, its value and the method of its valuation have been approved by the

Majority Lenders;

(b)a Security Interest over that security has been constituted in favour of the Security Agent or

(if appropriate) the Finance Parties in a form and manner approved by all the Lenders;

(c)this Agreement has been unconditionally amended in such manner as the Agent requires in

consequence of that additional security being provided; and

(d)the Agent, or its duly authorised representative, has received such documents and

evidence it may require in relation to that amendment and additional security including

documents and evidence of the type referred to in Schedule 3 (Conditions precedent) in

relation to that amendment and additional security and its execution and (if applicable)

registration.

27.15Release of additional security

If at any time the Security Agent or any other Finance Parties hold additional security provided

under this clause 27 and the Security Value, disregarding the value of that additional security,

exceeds the Minimum Value and the Security Value has been determined by reference to

valuations provided no more than 60 days previously, the Borrower may, by notice to the Agent,

require the release and discharge of that additional security. The Agent shall then direct the

Security Agent to promptly release and discharge that additional security if no Default is then

continuing or will result from such release and discharge and, upon such release and discharge

and, if so required by the Agent, the Borrower shall reimburse to the Agent any costs and

expenses payable under clause 18 (Transaction expenses) in relation to that release and

discharge.

28Chartering undertakings

28.1Undertaking to comply

Each Obligor who is a Party undertakes that this clause 28 will be complied with in relation to

the Ship which is subject to a Bareboat Charter and/or a Charter throughout the Ship’s Mortgage

Period. Where the Ship is subject to a Bareboat Charter, all undertakings in this clause 28 given

by the Borrower will be deemed to also be given by the relevant Bareboat Charterer under such

Bareboat Charter.

28.2Variations

Except with approval and except in connection with the immediate replacement of the Bareboat

Charter with another Bareboat Charter entered into in accordance with the terms of clause 24.8

(Chartering), no terms of any Bareboat Charter for the Ship shall be varied, amended or

modified in any way or manner which would result in a breach of the provisions of clause 24.8

(Chartering).

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28.3Releases and waivers

Except with approval and except in connection with the immediate replacement of a Bareboat

Charter with another Bareboat Charter entered into in accordance with the terms of clause 24.8

(Chartering), there shall be no release by the Borrower or Bareboat Charterer of any obligation

of any other person under a Bareboat Charter (including by way of novation, assignment or

transfer), no waiver of any breach of any such obligation and no consent to anything which

would otherwise be such a breach, which would result in a breach of clause 24.8 (Chartering).

28.4Charter performance

Each relevant Bareboat Charterer and the Borrower shall perform its obligations under each

Bareboat Charter for the Ship to which it is a party and use its best endeavours to ensure that

each other party to them performs their obligations under such documents.

28.5Payment of Charter Earnings

All Earnings which the Borrower is entitled to receive under any Charter Documents or Bareboat

Charter for the Ship shall be paid into the Earnings Account of the Borrower of the Ship or,

following an Event of Default, in the manner required by the Security Documents.

28.6Minimum Bareboat Charter Hire

In the event that, due to applicable transfer pricing regulations, the Minimum Bareboat Charter

Hire in respect of a Bareboat Charter of the Ship is insufficient to satisfy paragraphs (a), (b) and

(c) in the definition of Minimum Bareboat Charter Hire, Guarantor A (up to the Share Exchange

Completion) or UK ListCo (on and from the Share Exchange Completion) shall be required, on

or before each date for the payment of hire under such Bareboat Charter, to pay by way of

capital injection or similar payment an additional amount to the Borrower so that the total

amount received by the Borrower is no less than the amount they would have received had the

relevant transfer pricing regulations not applied.

28.7Quiet enjoyment

Upon the Borrower or, as applicable, Bareboat Charterer, delivering any Quiet Enjoyment

Agreement for the Ship to the Security Agent duly executed by the other parties to it, the

Finance Parties agree that the Security Agent will as soon as reasonably practicable thereafter

duly execute and enter into such Quiet Enjoyment Agreement and return it to the Borrower or,

as applicable, Bareboat Charterer.

29Bank accounts

29.1Undertaking to comply

Each Obligor who is a Party undertakes that this clause 29 will be complied from the date of the

Utilisation Request and throughout the Facility Period thereafter.

29.2Earnings Account

(a)The Borrower shall be the holder of one or more Accounts with an Account Bank

denominated in euro which is designated as an “Earnings Account” for the purposes of the

Finance Documents.

(b)The Borrower’s Earnings of the Ship (including Earnings payable to the Borrower under a

Bareboat Charter of the Ship) and all moneys payable to the Borrower under the Ship’s

Insurances and any net amount payable to the Borrower under any Hedging Contract shall

be paid by the persons from whom they are due to the Borrower’s Earnings Account,

unless required to be paid to the Security Agent under the Finance Documents.

(c)The relevant Account Holder(s) may withdraw amounts standing to the credit of an

Earnings Account for any purpose which is not prohibited under this Agreement, except if

an Event of Default is continuing.

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29.3Other provisions

(a)An Account may only be designated for the purposes described in this clause 29 if:

(i)such designation is made in writing by the Agent and acknowledged by the

Borrower and specifies the name and address of the Account Bank and the

Account Holder(s) and the number and any designation or other reference

attributed to the Account;

(ii)an Account Security has been duly executed and delivered by the relevant Account

Holder(s) in favour of the Security Agent (and any other Finance Party required by

the Agent);

(iii)any notice required by the Account Security to be given to an Account Bank has

been given to, and acknowledged by, the Account Bank in the form required by the

relevant Account Security; and

(iv)the Agent, or its duly authorised representative, has received such documents and

evidence it may require in relation to the Account and the Account Security,

including documents and evidence of the type referred to in Schedule 3 (Conditions

precedent) in relation to the Account and the relevant Account Security.

(b)The rates of payment of interest and other terms regulating any Account will be a matter of

separate agreement between the relevant Account Holder(s) and an Account Bank.

(c)The relevant Account Holder(s) shall not close any Account or alter the terms of any

Account from those in force at the time it is designated for the purposes of this clause 29 or

waive any of its rights in relation to an Account except with approval of all the Lenders.

(d)The relevant Account Holder(s) shall deposit with the Security Agent all certificates of

deposit, receipts or other instruments or securities relating to any Account, notify the

Security Agent of any claim or notice relating to an Account from any other party and

provide the Security Agent with any other information it may request concerning any

Account.

(e)Each of the Agent and the Security Agent agrees that if it is an Account Bank in respect of

an Account then there will be no restrictions on creating a Security Interest over that

Account as contemplated by this Agreement and it shall not (except with the approval of the

Majority Lenders) exercise any right of combination, consolidation or set-off which it may

have in respect of that Account in a manner adverse to the rights of the other Finance

Parties.

30Business restrictions

30.1Undertaking to comply

Except as otherwise approved by the Majority Lenders, each Obligor who is a Party undertakes

that this clause 30 will be complied with throughout the Facility Period by and in respect of each

person to which each relevant provision of this clause is expressed to apply.

30.2General negative pledge

(a)In this clause 30.2, Quasi-Security means an arrangement or transaction described in

paragraph (c) below.

(b)The Borrower shall not create or permit to subsist any Security Interest over any of its

assets.

(c)(Without prejudice to any other provision of this clause 30), the Borrower shall not:

(i)sell, transfer or otherwise dispose of any of its assets on terms whereby they are or

may be leased to, or re-acquired by, an Obligor or any other Group Member other

than pursuant to disposals permitted under clause 30.11 (Disposals);

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(ii)sell, transfer, factor or otherwise dispose of any of its receivables on recourse

terms;

(iii)enter into any arrangement under which money or the benefit of a bank or other

account may be applied, set-off or made subject to a combination of accounts; or

(iv)enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a

method of raising Financial Indebtedness or of financing the acquisition of an asset.

(d)Paragraphs (b) and (c) above do not apply to any Security Interest or (as the case may be)

Quasi-Security, listed below:

(i)those granted or expressed to be granted by any of the Security Documents;

(ii)in relation to the Ship, Permitted Maritime Liens;

(iii)any lien (other than maritime liens) arising by operation of law and in the ordinary

course of business and not as a result of any default or omission by the Borrower;

(iv)any payment or close out netting or set-off arrangement or any security

arrangement pursuant to any Hedging Contracts or foreign exchange transaction

entered into by the Borrower;

(v)rights of netting or set-off over credit balances on bank accounts but only to the

extent related to bank fees on the relevant bank accounts;

(vi)in relation to Taxes not overdue, or, in the case of income and property taxes and

assessments, which are being contested in good faith with due diligence and where

the Borrower or the Group as a whole has adequate cash reserves in excess of

such contested sums; or

(vii)at any time up to Utilisation, those granted under the Existing Facilities Agreement.

30.3Financial Indebtedness

The Borrower shall not incur or permit to exist, any Financial Indebtedness owed by it to anyone

else except:

(a)Financial Indebtedness incurred under the Finance Documents and Hedging Contracts for

Hedging Transactions entered into pursuant to clause 31.2 (Hedging);

(b)indebtedness owing to its trade creditors in the normal course of its business;

(c)Financial Indebtedness owed to another Group Member on an unsecured and

subordinated basis subject to a Subordination Deed previously entered into in respect of

the same and then only provided that no Event of Default has occurred and is continuing at

the time it is incurred and in any event on terms otherwise approved by the Majority

Lenders;

(d)Financial Indebtedness permitted under clause 30.4 (Guarantees);

(e)Financial Indebtedness permitted under clause 30.5 (Loans and credit); and

(f)at any time up to Utilisation, the Existing Indebtedness,

provided that any cash pooling arrangements on a Group wide basis for cash management

purposes of the Group shall not constitute Financial Indebtedness for the purposes of clause

30.3.

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30.4Guarantees

The Borrower shall not give or permit to exist, any guarantee by it in respect of indebtedness of

any person or allow any of its indebtedness to be guaranteed by anyone else except:

(a)guarantees of obligations of another Group Member that are not Financial Indebtedness or

obligations prohibited by any Finance Document;

(b)guarantees in favour of its own trade creditors for indebtedness owing to its trade creditors

and given in the ordinary course of its business;

(c)guarantees which are Financial Indebtedness permitted under clause 30.3 (Financial

Indebtedness);

(d)guarantees or indemnities from time to time required by any protection and indemnity or

war risks association with which the Ship is entered; and

(e)any performance or similar guarantee issued by the Borrower or any counter guarantee

issued by the Borrower in respect of any guarantee issued by any other person, in each

case in relation to the Ship required in the ordinary course of business and operation of the

Ship in support of a Charter or any other charter commitment for the Ship, up to an

aggregate amount of 10% of the market value for the Ship (in euro equivalent terms) for all

such guarantees under this paragraph (e).

30.5Loans and credit

No Obligor shall be a creditor in respect of Financial Indebtedness other than in respect of:

(a)loans or credit to another Group Member permitted under clause 30.3 (Financial

Indebtedness) or clause 30.4 (Guarantees) or loans or credit to any Group Member that is

not an Obligor;

(b)Financial Indebtedness owing to it by another Obligor on an unsecured and, in the case of

Financial Indebtedness owing to it by the Borrower, subordinated basis subject to a

Subordination Deed, previously entered into in respect of the same and then only provided

that no Event of Default has occurred and is continuing at the time it is incurred and in any

event on terms otherwise approved by the Majority Lenders;

(c)trade credit granted by it to its customers on normal commercial terms in the ordinary

course of its trading activities; and

(d)loans to other Group Members arising under any cash pooling arrangements on a Group

wide basis for cash management purposes of the Group.

30.6Bank accounts, operating leases and other financial transactions

The Borrower shall not:

(a)maintain any current or deposit account with a bank or financial institution except for the

Accounts and the deposit of money, operation of current accounts and the conduct of

electronic banking operations with the Account Bank and through the Accounts; or

(b)hold cash in any account (other than with the Account Bank and other than the Accounts)

over or in respect of which any set-off, combination of accounts, netting or Security Interest

exists except as permitted by clause 30.2 (General negative pledge).

30.7Subsidiaries

The Borrower shall not establish or acquire a company or other entity which would be or

become a Group Member or reactivate any dormant Group Member.

30.8Acquisitions and investments

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The Borrower shall not acquire any person, business, assets or liabilities or make any

investment in any person or business or undertaking or enter into any joint-venture arrangement

except:

(a)any acquisition pursuant to a disposal permitted under clause 30.11 (Disposals);

(b)acquisitions of assets in the ordinary course of business (not being new businesses or

vessels);

(c)the incurrence of liabilities in the ordinary course of its business; or

(d)any loan or credit not otherwise prohibited under this Agreement.

30.9Reduction of capital

The Borrower shall not redeem or purchase or otherwise reduce any of its equity or any other

share capital or any warrants or any uncalled or unpaid liability in respect of any of them or

reduce the amount (if any) for the time being standing to the credit of its share premium account

or capital redemption or other undistributable reserve in any manner.

30.10Increase in capital

The Borrower shall not issue shares and/or voting shares or other equity interests to anyone

who is not Guarantor B or any Approved Shareholder of the Borrower, in each case, subject to

the same not constituting a Change of Control and provided always that any such issuance of

shares and/or voting shares or other equity interests will not change the proportion of the shares

or other equity interests held by each relevant party as permitted under the terms of this

Agreement.

30.11Disposals

The Borrower shall not enter into a single transaction or a series of transactions, whether related

or not and whether voluntarily or involuntarily, to sell, lease, transfer or otherwise dispose of any

asset except for any of the following disposals (so long as they are not prohibited by any other

provision of the Finance Documents):

(a)disposals of assets made in (and on terms reflecting) the ordinary course of trading of the

disposing entity;

(b)disposals of obsolete assets, or assets which are no longer required for the purpose of the

business of the Borrower, in each case for cash on normal commercial terms and on an

arm’s length basis;

(c)disposals permitted by clause 24.3 (Sale or other disposal of the Ship), clause 30.2

(General negative pledge) or clause 30.3 (Financial Indebtedness);

(d)dealings with its own trade creditors with respect to book debts in the ordinary course of

trading; and

(e)the application of cash or cash equivalents in the acquisition of assets or services in the

ordinary course of its business.

30.12Contracts and arrangements with Affiliates

No Obligor shall be party to any arrangement or contract with any of its Affiliates unless such

arrangement or contract is on an arm’s length basis.

30.13Distributions and other payments by Group

Neither Guarantor A (until the Share Exchange Completion) nor UK ListCo (on and from the

Share Exchange Completion) shall:

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(a)declare or pay (including by way of set-off, combination of accounts or otherwise) any

dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee

or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any

class of its share capital) or any warrants for the time being in issue;

(b)repay or distribute any dividend or share premium reserve; or

(c)redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so,

except (1) if no Event of Default is continuing at the time of the declaration, payment or making

of any such dividend, distribution or other payment, nor would result from doing so and, (2) if:

(i)it constitutes (A) a Permitted Distribution or (B) distributions granted to employees

or officers of Guarantor A  or UK ListCo (as applicable) in respect of any share

incentive plan or as salaries, bonus payments or any other payments relating to

their employment with the Group; and

(ii)the ratio of (A) Net Interest Bearing Debt to (B) EBITDA in respect of a

Measurement Period that is a Financial Year, as certified in the then latest

Compliance Certificate delivered to the Agent pursuant to the provisions of this

Agreement, was lower than 2.75:1.00.

31Hedging Contracts

31.1Undertaking to comply

Each Obligor who is a Party undertakes that this clause 31 will be complied with throughout the

Facility Period.

31.2Hedging

(a)If, at any time during the Facility Period, the Borrower wishes to enter into any Treasury

Transaction so as to hedge all or any part of their exposure under this Agreement to

interest rate and/or currency exchange rate fluctuations, they shall notify the Agent in

writing.

(b)Any such Treasury Transaction shall be concluded by the Borrower only, with one or more

of the Hedging Providers on the terms of a Hedging Master Agreement but (except with the

approval of the Majority Lenders) no such Treasury Transaction shall be concluded unless:

(i)

(A)each of the Hedging Master Agreements has been executed by the Borrower

and each Hedging Provider;

(B)the Borrower has executed the Hedging Contract Security; and

(C)any notice required to be given to each Hedging Provider under the Hedging

Contract Security has been given to it and acknowledged by it in the manner

required by the Hedging Contract Security and all documents and evidence

of the type required under Schedule 3 (Conditions precedent) in respect of

the documents relevant to this paragraph (i) have been delivered to the

Agent in form and substance satisfactory to the Agent;

(ii)its purpose is to hedge the Borrower’s interest rate risk and/or currency exchange

rate risk in relation to the Loan for a period expiring no later than the relevant Final

Repayment Date; and

(iii)its notional principal amount, when aggregated with the notional principal amount of

any other continuing Hedging Contracts for the Loan, does not and will not exceed

the Loan as then scheduled to be repaid pursuant to clause 7.2 (Scheduled

repayment of Facility).

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(c)The Hedging Providers shall have the right of first refusal to enter into Treasury

Transactions under a Hedging Master Agreement which any Group Member (other than the

Borrower) is considering to enter into such Treasury Transactions for the purpose of

hedging on competitive terms the Borrower’s and the Group’s exposure to interest rate

and/or currency exchange rate fluctuations under this Agreement.

(d)Other than Hedging Transactions which meet the requirements of paragraphs (a) to (b)

above, the Borrower shall not enter into Treasury Transactions, except with approval.

(e)The Borrower shall, promptly upon entry into of any Confirmation under a Hedging

Contract, deliver to the Agent an original or certified copy of such Confirmation.

31.3Unwinding of Hedging Contracts

If at any time, and whether as a result of any prepayment (in whole or in part) of the Loan or any

cancellation (in whole or in part) of any Commitment or otherwise, the aggregate notional

principal amount under all Hedging Transactions entered into by the Borrower exceeds or will

exceed the amount of the Loan outstanding at that time after such prepayment or cancellation,

then (unless otherwise approved by the Majority Lenders) the Borrower shall immediately close

out and terminate sufficient Hedging Transactions (pro rata across the relevant Hedging Master

Agreements entered into between the Borrower and each Hedging Provider) as are necessary

to ensure that the aggregate notional principal amount under the remaining continuing Hedging

Transactions equals, and will in the future be equal to, the amount of the Loan at that time and

as scheduled to be repaid from time to time thereafter pursuant to clause 7.2 (Scheduled

repayment of Facility).

31.4Assignment of Hedging Contracts by Borrower

Except as approved by all the Lenders or by the Hedging Contract Security, the Borrower shall

not assign or otherwise dispose of its rights under any Hedging Contract.

31.5Information concerning Hedging Contracts

The Borrower 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.

32Events of Default

Each of the events or circumstances set out in this clause 32 (except clause 32.20

(Acceleration)) is an Event of Default.

32.1Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document

at the place at and in the currency in which it is expressed to be payable unless:

(a)its failure to pay is caused by administrative or technical error or by a Disruption Event; and

(b)payment is made in full within 5 Business Days of its due date.

32.2Hedging Contracts

An Event of Default or Potential Event of Default in respect of the Borrower (in each case as

defined in any Hedging Master Agreement) has occurred and is continuing under any Hedging

Contract.

32.3Financial covenants; Sanctions

(a)The Obligors do not comply with clause 22 (Financial covenants) or clause 27.13 (Security

shortfall).

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(b)The Obligors do not comply with clause 23.13 (Sanctions) or any of paragraphs (b), (c) or

(d) of clause 25.16 (Lawful use).

32.4Insurance

(a)The Insurances of the Ship are not placed and kept in force in the manner required by

clause 26 (Insurance).

(b)Any insurer either:

(i)cancels any such Insurances; or

(ii)disclaims liability under them or asserts that its liability under them is or should be

reduced by reason of any mis-statement or failure or default by any person,

(iii)unless such Insurances have been replaced (on terms compliant with the

requirements of clause 26 (Insurance)) by the Borrower or the Obligors’ Agent with effect

from the date of occurrence of the relevant circumstances under paragraphs (i) or (ii)

above as applicable.

32.5Other obligations

(a)An Obligor or Manager does not comply with any provision of the Finance Documents

(other than those referred to in clause 32.1 (Non-payment), clause 32.2 (Hedging

Contracts), clause 32.3 (Financial covenants; Sanctions), clause 32.4 (Insurance) or any

other provision of this clause 32).

(b)No Event of Default under paragraph (a) above will occur if the Agent considers that the

failure to comply is capable of remedy and the failure is remedied within fifteen (15)

Business Days of the earlier of (A) the Agent giving notice to the Borrower and (B) the

Borrower or any other Obligor or Manager becoming aware of the failure to comply.

(c)No Event of Default will occur under this clause 32.5 by reason only of an Obligor’s failure

to comply with a Green Loan Provision.

32.6Misrepresentation

(a)Any representation or statement made or deemed to be made by an Obligor or Manager in

the Finance Documents or any other document delivered by or on behalf of any Obligor

under or in connection with any Finance Document is or proves to have been incorrect or

misleading in any material respect when made or deemed to be made, unless (in the case

of any misrepresentation other than one under clauses 20.23 (Security and Financial

Indebtedness) or 20.32 (Sanctions)) the circumstances giving rise to the misrepresentation

are capable of remedy and are remedied within 5 Business Days of the Agent giving notice

to the Obligors to do so.

(b)Any representation or statement made or deemed to be made by an Obligor under clause

20.23 (Security and Financial Indebtedness) is or proves to have been incorrect or

misleading in any material respect when made or when deemed to be made, unless the

Agent considers that the circumstances giving rise to the misrepresentation are capable of

remedy and are so remedied within fifteen (15) Business Days of the earlier of (A) the

Agent giving notice to the Borrower and (B) the Borrower or any other Obligor becoming

aware of the misrepresentation.

(c)No Event of Default will occur under this Clause 32.6 to the extent that the representation

or statement is included in any Green Loan Provisions and concerns, or the document

consists of, Green Loan Information.

32.7Cross default

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

applicable grace period.

(b)Any Financial Indebtedness of any Obligor is declared to be or otherwise becomes due and

payable prior to its specified maturity as a result of an event of default (however described).

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(c)Any commitment for any Financial Indebtedness of any Obligor is cancelled or suspended

by a creditor of any Obligor as a result of an event of default (however described).

(d)The counterparty to a Treasury Transaction entered into by any Obligor becomes entitled to

terminate that Treasury Transaction early by reason of an event of default (however

described).

(e)Any creditor of any Obligor becomes entitled to declare any Financial Indebtedness of that

Obligor due and payable prior to its specified maturity as a result of an event of default

(however described).

(f)No Event of Default will occur under paragraphs (a) to (e) above if the aggregate amount of

Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs

(a) to (e) above is less than €10,000,000 (or its equivalent in any other currency or

currencies).

32.8Insolvency

(a)An Obligor:

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

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

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

(iv)by reason of actual or anticipated financial difficulties, commences negotiations

with one or more of its creditors (excluding any Finance Party in its capacity as

such) with a view to rescheduling any of its indebtedness.

(b)The value of the assets of any Obligor is less than its liabilities (taking into account

contingent and prospective liabilities).

(c)A moratorium is declared in respect of any indebtedness of any Obligor. If a moratorium

occurs, the ending of the moratorium will not remedy any Event of Default caused by that

moratorium.

32.9Insolvency proceedings

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

(i)the suspension of payments, a moratorium of any indebtedness, winding-up,

dissolution, administration or reorganisation (by way of voluntary arrangement,

scheme of arrangement or otherwise) of any Obligor;

(ii)a composition, compromise, assignment or arrangement with any creditor of any

Obligor;

(iii)the appointment of a liquidator, receiver, administrative receiver, administrator,

compulsory manager or other similar officer in respect of any Obligor or any of its

assets (including the directors of any Obligor requesting a person to appoint any

such officer in relation to it or any of its assets); or

(iv)enforcement of any Security Interest over any assets of any Obligor,

or any analogous procedure or step is taken in any jurisdiction.

(b)Paragraph (a) above shall not apply to any winding-up petition (or analogous procedure or

step) which is frivolous or vexatious and is discharged, stayed or dismissed within thirty

(30) days of commencement or, if earlier, the date on which it is advertised.

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32.10Creditors’ process

(a)Any expropriation, attachment, sequestration, distress, execution or any other analogous

process or enforcement action (including enforcement by a landlord) affects any asset or

assets of any Obligor for an amount in excess of €10,000,000 (or its equivalent in any other

currency or currencies) and is not discharged within thirty (30) days.

(b)Any judgment or order for an amount in excess of €10,000,000 (or its equivalent in any

other currency or currencies) is made against any Obligor and is not stayed or complied

with within thirty (30) days.

32.11Unlawfulness and invalidity

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

Documents or any Transaction Security ceases to be effective.

(b)Any obligation or obligations of any Obligor under any Finance Documents are not (subject

to the Legal Reservations) or cease to be legal, valid, binding or enforceable and the

cessation individually or cumulatively materially and adversely affects the interests of the

Lenders under the Finance Documents.

(c)Any Finance Document or any Transaction Security ceases to be in full force and effect or

ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it

(other than a Finance Party) to be ineffective for any reason.

(d)Any Security Document does not create legal, valid, binding and enforceable security over

the assets charged under that Security Document or the ranking or priority of such security

is adversely affected.

32.12Cessation of business

Any Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or

a material part of its business except in the case of the Borrower as a result of the sale or Total

Loss of the Ship and provided that the terms of clause 8.8 (Sale or Total Loss) have been

complied with.

32.13Expropriation

The authority or ability of any Obligor to conduct its business is limited or wholly or substantially

curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by

or on behalf of any governmental, regulatory or other authority or other person in relation to any

Obligor or any of its assets.

32.14Repudiation and rescission of Finance Documents

An Obligor rescinds or purports to rescind or repudiates or purports to repudiate a Finance

Document or any of the Transaction Security or evidences an intention to rescind or repudiate a

Finance Document or any Transaction Security.

32.15Litigation

Either:

(a)any litigation, alternative dispute resolution, arbitration or administrative, governmental,

regulatory or other investigations, proceedings or disputes are commenced or threatened;

or

(b)any judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction

of any governmental or other regulatory body is made,

in relation to any Transaction Document or the transactions contemplated in the any Transaction

Document or against any Obligor or any of its assets, rights or revenues which is reasonably

likely to have a Material Adverse Effect.

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32.16Material Adverse Effect

Any event or circumstance (including any Environmental Incident or any change of law) occurs

which has, or is reasonably likely to have, a Material Adverse Effect.

32.17Arrest of Ship

The Ship is arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in

exercise or purported exercise of any possessory lien or other claim and the Borrower fails to

procure the release of the Ship within a period of 30 Business Days thereafter (or such longer

period as may be approved) unless within such 30 Business Day Period the Borrower prepays

the Loan in full and pays interest thereon together with all other amounts owing to the Finance

Parties under the Finance Documents together with such prepayment.

32.18Ship registration

Except with approval by the Majority Lenders, the registration of the Ship under the laws and

flag of its Flag State is cancelled or terminated or, where applicable, not renewed or, if the Ship

is only provisionally registered on the date of its Mortgage, the Ship is not permanently

registered under such laws within 90 days of such date.

32.19Political risk

(a)Either (1) the Flag State of the Ship or any Relevant Jurisdiction of an Obligor becomes

involved in hostilities or civil war or (2) there is a seizure of power in the Flag State or any

such Relevant Jurisdiction by unconstitutional means and such event or circumstance, has

or is reasonably likely to have, a Material Adverse Effect.

(b)No Event of Default under paragraph (a) above will occur if:

(i)in the opinion of the Agent it is practicable for action to be taken by the Borrower to

prevent the relevant event or circumstance having a Material Adverse Effect; and

(ii)the Borrower takes such action to the Agent’s satisfaction within 14 days of notice

from the Agent (specifying the relevant action to be taken) to do so.

32.20Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Agent

may, and shall if so directed by the Majority Lenders:

(a)by notice to the Borrower:

(i)declare that no withdrawals be made from any Account; and/or

(ii)cancel the Available Commitments of all the Lenders and/ or each Ancillary

Commitment at which time they shall immediately be cancelled, and/or they shall

immediately cease to be available for further utilisation; and/or

(iii)declare that all or part of the Loan, together with accrued interest, and all other

amounts accrued or outstanding under the Finance Documents be immediately due

and payable, at which time they shall become immediately due and payable; and/or

(iv)declare that all or part of the Loan be payable on demand, at which time they shall

immediately become payable on demand by the Agent on the instructions of the

Majority Lenders; and/or

(v)declare all or any part of the amounts (or cash cover in relation to those amounts)

outstanding under the Ancillary Facilities to be immediately due and payable, at

which time they shall become immediately due and payable; and/or

(vi)declare that all or any part of the amounts (or cash cover in relation to those

amounts) outstanding under the Ancillary Facilities be payable on demand, at

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which time they shall immediately become payable on demand by the Agent on the

instructions of the Majority Lenders; and/or

(b)exercise or direct the Security Agent and/or any other beneficiary of the Security

Documents to exercise any or all of its rights, remedies, powers or discretions under the

Finance Documents.

33Position of Hedging Providers

33.1Rights of Hedging Providers

(a)Each Hedging Provider is a Finance Party and, as such, will be entitled to share in the

Transaction Security in respect of any liabilities of the Borrower under the Hedging

Contracts with such Hedging Provider in the manner and to the extent contemplated by the

Finance Documents.

(b)The Original Hedging Providers shall have the right of first refusal on any future Hedging

Contracts in relation to the Ship or the Facility.

33.2Voting rights

No Hedging Provider shall be entitled to vote on any matter where a decision of the Lenders

alone is required under this Agreement, whether before or after the termination or close out of

the Hedging Contracts with such Hedging Provider, provided that each Hedging Provider shall

be entitled to vote on any matter where a decision of all the Finance Parties is expressly

required.

33.3Acceleration and enforcement of security

Neither the Agent nor the Security Agent or any other beneficiary of the Security Documents

shall be obliged, in connection with any action taken or proposed to be taken under or pursuant

to clause 32 (Events of Default) or pursuant to the other Finance Documents, to have any

regard to the requirements or interests of any Hedging Provider except to the extent that the

relevant Hedging Provider is also a Lender.

33.4Close out of Hedging Contracts

(a)The Parties agree that at any time on and after any Event of Default the Agent (acting on

the instructions of the Majority Lenders) shall be entitled, by notice in writing to a Hedging

Provider, to instruct such Hedging Provider to terminate and close out any Hedging

Transactions (or part thereof) with the relevant Hedging Provider. The relevant Hedging

Provider will (and shall be entitled to) terminate and close out the relevant Hedging

Transactions (or parts thereof) and/or the relevant Hedging Contracts in accordance with

such notice immediately upon receipt of such notice.

(b)No Hedging Provider shall be entitled to terminate or close out any Hedging Contract or

any Hedging Transaction under it prior to its stated maturity except:

(i)in accordance with a notice served by the Agent under paragraph (a) above; or

(ii)if the Borrower has not paid amounts due under the Hedging Contract and such

amounts remain unpaid for a period of 5 Business Days after the due date for

payment and the Agent (acting on the instructions of the Majority Lenders)

consents to such termination or close out; or

(iii)to comply with clause 31.3 (Unwinding of Hedging Contracts); or

(iv)if the Hedging Provider ceases to be a Lender; or

(v)any of the events set out in clause 32.8 (Insolvency) or clause 32.9 (Insolvency

process) occurs in relation to the Borrower; or

(vi)if the Agent takes any action under clause 32.20 (Acceleration); or

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(vii)if the Available Commitments of all the Lenders have been cancelled (or otherwise

cease to be available), the Loan, together with accrued interest, and all other

amounts accrued or outstanding under the Finance Documents (other than

amounts outstanding under the Hedging Contracts) have been repaid by the

Borrower in full (including by way of refinancing) and the Facility has ceased to be

available for further utilisation.

(c)If there is a net amount payable to the Borrower under a Hedging Transaction or a Hedging

Contract upon its termination and close out, the relevant Hedging Provider shall forthwith

pay that net amount (together with interest earned on such amount) to the Agent for

application in accordance with clause 39.1 (Order of application).

(d)No Hedging Provider (in any capacity) shall set-off any such net amount against or

exercise any right of combination in respect of any other claim it has against the Borrower.

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Section 9 -  Changes to Parties

34Changes to the Lenders

34.1Assignments by the Lenders

Subject to this clause 34, a Lender (the Existing Lender) may assign any of its rights under any

Finance Document to any of the following persons (the New Lender):

(a)to another bank or financial institution;

(b)following the occurrence of an Event of Default under clause 32.1 (Non-Payment),

paragraph (b) of clause 32.3 (Financial covenants; Sanctions), clause 32.8 (Insolvency) or

clause 32.9 (Insolvency proceedings) that is continuing, to a trust, fund or other entity

which is regularly engaged in or established for the purpose of making, purchasing or

investing in loans, securities or other financial assets;

(c)to any insurance or reinsurance company; οr

(d)to any other person.

34.2Borrower consultation; Hedging Providers

(a)An Existing Lender must consult with the Borrower for no more than 10 days (and for the

avoidance of doubt there shall be no obligation to obtain the Borrower’s consent) before it

may make an assignment under clause 34.1 (Assignments by the Lenders) unless (with

respect to consultation with the Borrower only) the assignment is:

(i)to another Lender or to an Affiliate of any Lender;

(ii)to a fund which is a Related Fund of that Existing Lender; or

(iii)made at a time when an Event of Default is continuing.

(b)An Existing Lender who is also a Hedging Provider may not assign all of its Commitment

and participation in the Facility unless at the same time it uses reasonable endeavours to

procure that such Hedging Provider also assigns and transfers all of its rights and

obligations under all Hedging Contracts and all Hedging Master Agreements to which it is a

party to another Hedging Provider who is also a Lender (or will be the proposed New

Lender in connection with the proposed assignment of the Commitment and/or participation

of such Existing Lender).

(c)The Borrower shall procure that the provisions of paragraph (b) are complied with in the

event that the relevant Existing Lender is a Lender being replaced pursuant to the

provisions of clause 8.7 (Replacement of Lender).

34.3Other conditions of assignment

(a)An assignment will only be effective:

(i)on receipt by the Agent of written confirmation from the New Lender (in form and

substance satisfactory to the Agent) that the New Lender will assume the same

obligations to the Borrower and the other Finance Parties as it would have been

under if it had been an Original Lender;

(ii)on the Existing Lender and the New Lender entering into any documentation

required for the New Lender to accede as a party to any Security Document to

which the Existing Lender is a party in its capacity as a Lender and/or (if it will no

longer have an Available Commitment or participation in the Facility) to remove the

Existing Lender as a party to and/or beneficiary of any such Security Document

and, in relation to such Security Documents, completing any filing, registration or

notice requirements;

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(iii)on the performance by the Agent of all necessary “know your customer” or similar

checks under all applicable laws and regulations relating to any person that it is

required to carry out in relation to such assignment to a New Lender, the

completion of which the Agent shall promptly notify to the Existing Lender and the

New Lender; and

(iv)if the total amount of participation and Commitment of the Existing Lender being

assigned is not less than €1,000,000.

(b)Each New Lender, by executing the relevant Transfer Certificate, confirms, for the

avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or

waiver that has been approved by or on behalf of the requisite Lender or Lenders in

accordance with the Finance Documents on or prior to the date on which the assignment

becomes effective in accordance with the Finance Documents and that it is bound by that

decision to the same extent as the Existing Lender would have been had it remained a

Lender.

34.4Processing fee

The New Lender shall, on the date upon which an assignment takes effect, pay to the Agent (for

its own account) a fee of €5,000.

34.5Processing expenses

The New Lender shall, in addition to any fee payable under clause 34.4 (Processing fee),

promptly on demand, pay the Agent the amount of:

(a)all costs and expenses (including legal fees) reasonably incurred by the Agent or the

Security Agent in connection with any such assignment; and

(b)any cost, loss or liability the Agent or the Security Agent incurs in relation to all stamp

duty, registration and other similar Taxes payable in respect of any such assignment.

34.6Transfer costs and expenses relating to security

The New Lender shall, promptly on demand, pay the Agent and the Security Agent the amount

of:

(a)all costs and expenses (including legal fees) reasonably incurred by the Agent or the

Security Agent to facilitate the accession by the New Lender to, or assignment or transfer

to the New Lender of, any Security Document granted in favour of (among others) the

Lenders and/or the benefit of any such Security Document and any appropriate registration

of any such accession or assignment or transfer; and

(b)any cost, loss or liability the Agent or the Security Agent incurs in relation to all stamp duty,

registration and other similar Taxes payable in respect of any such accession, assignment

or transfer.

34.7Limitation of responsibility of Existing Lenders

(a)Unless expressly agreed to the contrary, an Existing Lender makes no representation or

warranty and assumes no responsibility to a New Lender for:

(i)the legality, validity, effectiveness, adequacy or enforceability of the Finance

Documents, the Transaction Security or any other documents;

(ii)the financial condition of any Obligor;

(iii)the application of any Basel Regulation to the transactions contemplated by the

Finance Documents;

(iv)the performance and observance by any Obligor or any other person of its

obligations under the Finance Documents or any other documents; or

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(v)the accuracy of any statements (whether written or oral) made in or in connection

with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

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

(i)has made (and shall continue to make) its own independent investigation and

assessment of:

(A)the financial condition and affairs of the Obligors and their related entities in

connection with its participation in this Agreement; and

(B)the application of any Basel Regulation to the transactions contemplated by

the Finance Documents;

(ii)will continue to make its own independent appraisal of the application of any Basel

Regulation to the transactions contemplated by the Finance Documents;

(iii)has not relied exclusively on any information provided to it by the Existing Lender

or any other Finance Party in connection with any Transaction Document or the

Transaction Security; and

(iv)will continue to make its own independent appraisal of the creditworthiness of each

Obligor and its related entities whilst any amount is or may be outstanding under

the Finance Documents or any Commitment is in force.

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

(i)accept a re-assignment from a New Lender of any of the rights assigned under this

clause 34; or

(ii)support any losses directly or indirectly incurred by the New Lender by reason of

the non-performance by any Obligor of its obligations under any Transaction

Document or by reason of the application of any Basel Regulation to the

transactions contemplated by the Transaction Documents or otherwise.

34.8Procedure available for assignment

(a)Subject to the conditions set out in clause 34.2 (Borrower consultation; Hedging Providers)

and clause 34.3 (Other conditions of assignment) an assignment may be effected in

accordance with paragraph (d) below when (a) the Agent executes an otherwise duly

completed Transfer Certificate and (b) the Agent executes any document required under

paragraph (a) of clause 34.3 (Other conditions of assignment) which it may be necessary

for it to execute in each case delivered to it by the Existing Lender and the New Lender

duly executed by them and, in the case of any such other document, any other relevant

person. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable

(and in any event within 5 Business Days) after receipt by it of a Transfer Certificate and

any such other document each duly completed, appearing on its face to comply with the

terms of this Agreement and delivered in accordance with the terms of this Agreement,

execute that Transfer Certificate and such other document.

(b)The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the

Existing Lender and the New Lender once it is satisfied it has complied with all necessary

“know your customer” or other similar checks under all applicable laws and regulations in

relation to the assignment to such New Lender.

(c)The Obligors who are Parties and the other Finance Parties irrevocably authorise the Agent

to execute any Transfer Certificate on their behalf without any consultation with them.

(d)Οn the Transfer Date:

(i)the Existing Lender will assign absolutely to the New Lender the rights under the

Finance Documents expressed to be the subject of the assignment in the Transfer

Certificate;

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(ii)the Existing Lender will be released by each Obligor and the other Finance Parties

from the obligations owed by it (the Relevant Obligations) and expressed to be

the subject of the release in the Transfer Certificate (but the obligations owed by

the Obligors under the Finance Documents shall not be released); and

(iii)the New Lender shall become a Party as a “Lender” and will be bound by

obligations equivalent to the Relevant Obligations.

(e)Lenders may utilise procedures other than those set out in this clause 34.8 to assign their

rights under the Finance Documents (but not, without the consent of the relevant Obligor or

unless in accordance with this clause 34.8 to obtain a release by that Obligor from the

obligations owed to that Obligor by the Lenders nor the assumption of equivalent

obligations by a New Lender) provided that they comply with the conditions set out in

clause 34.2 (Borrower Consultation; Hedging Providers) and clause 34.3 (Other conditions

of assignment).

34.9Copy of Transfer Certificate to Borrower

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate

and any other document required under paragraph (a) of clause 34.3 (Other conditions of

assignment), send a copy of that Transfer Certificate and such other documents to the Borrower.

34.10Security over Lenders’ rights

(a)In addition to the other rights provided to Lenders under this clause 34, each Lender may

without consulting with or obtaining consent from any Obligor, at any time charge, assign or

otherwise create a Security Interest in or over (whether by way of collateral or otherwise) all

or any of its rights under any Finance Document to secure obligations of that Lender

including, without limitation:

(i)any charge, assignment or other Security Interest to secure obligations to a federal

reserve or central bank (including, for the avoidance of doubt, the European

Central Bank);

(ii)any assignment to a special purpose vehicle set up by a Lender or Affiliate of any

Lender where a charge, assignment or other Security Interest is to be created over

securities issued by such special purpose vehicle in favour of a federal reserve or

central bank (including, for the avoidance of doubt, the European Central Bank);

and

(iii)any charge, assignment or other Security Interest granted to any holders (or trustee

or representatives of holders) of obligations owed, or securities issued, by that

Lender as security for those obligations or securities,

except that no such charge, assignment or other Security Interest shall:

(A)release a Lender from any of its obligations under the Finance Documents or

substitute the beneficiary of the relevant charge, assignment or other

Security Interest for the Lender as a party to any of the Finance Documents;

or

(B)require any payments to be made by an Obligor other than or in excess of, or

grant to any person any more extensive rights than, those required to be

made or granted to the relevant Lender under the Finance Documents.

(b)Notwithstanding any provision to the contrary, upon the enforcement of any charge,

assignment or other Security Interest referenced under paragraph (a) above, the

beneficiary thereof (the Beneficiary) shall deliver notice of that enforcement to the Agent,

which shall take effect in accordance with its terms, and the Beneficiary shall, upon

completion of the conditions referenced in paragraph (a)(iii) of Clause 34.3 (Other

conditions of assignment) become a party as a New Lender in respect of the rights which

are subject to that charge, assignment or Security Interest.

(c)The Borrower undertakes to comply with all necessary formalities, if any, and take all steps

necessary in order to ensure the enforceability, recognition or priority of the assignment,

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charge, pledge or Security Interest granted over any Lender’s rights under or pursuant to

this Clause 34.10 and (as applicable) the enforcement thereof.

34.11Pro rata interest settlement

(a)In respect of any assignment pursuant to clause 34.8 (Procedure available for assignment)

the Transfer Date of which, in each case, is not on the last day of an Interest Period:

(i)any interest or fees in respect of the relevant participation which are

expressed to accrue by reference to the lapse of time shall continue to accrue in

favour of the Existing Lender up to but excluding the Transfer Date (Accrued

Amounts) and shall become due and payable to the Existing Lender (without

further interest accruing on them) on the last day of the current Interest Period (or,

if the Interest Period is longer than six months, on the next of the dates which falls

at six monthly intervals after the first day of that Interest Period); and

(ii)the rights assigned or transferred by the Existing Lender will not include the

right to the Accrued Amounts so that, for the avoidance of doubt:

(A)when the Accrued Amounts become payable, those Accrued Amounts will be

payable for the account of the Existing Lender; and

(B)the amount payable to the New Lender on that date will be the amount which

would, but for the application of this clause 34.11, have been payable to it on

that date, but after deduction of the Accrued Amounts.

(b)In this clause references to Interest Period shall be construed to include a reference to any

other period for accrual of fees.

34.12Accession of Hedging Providers to this Agreement

Any Party (other than an Original Lender) which becomes a Lender after the date of this

Agreement with a Commitment which represents at least five per cent. (5%) of the Total

Commitments at the time it becomes a Lender shall, at the same time, become a Party to this

Agreement as a Hedging Provider.

35Changes to the Obligors

35.1Assignment and transfers by Obligors

Except with the prior written consent of all the Lenders, no Obligor may assign any of its rights

or transfer any of its rights or obligations under the Finance Documents.

35.2Prohibition on Debt Purchase Transactions by the Group

The Obligors shall not, and Guarantor A (until the Share Exchange Completion) and UK ListCo

(on and from the Share Exchange Completion) shall (as applicable) procure that each Group

Member shall not, enter into any Debt Purchase Transaction or be a Lender or beneficially own

all or any part of the share capital of a company that is or is to be a Lender or a party to a Debt

Purchase Transaction of the type referred to in the definition of Debt Purchase Transaction.

35.3Disenfranchisement of Debt Purchase Transactions entered into by Guarantor Affiliates

(a)For so long as a Guarantor Affiliate (i) beneficially owns a Commitment or (ii) has entered

into a sub-participation agreement relating to a Commitment or other agreement or

arrangement having a substantially similar economic effect and such agreement or

arrangement has not been terminated:

(i)in ascertaining the Majority Lenders or whether any given percentage (including, for

the avoidance of doubt, unanimity) of the Total Commitments or any agreement of

any specified group of Lenders has been obtained to approve any request for a

consent, waiver, amendment or other vote under the Finance Documents, such

Commitment shall be deemed to be zero; and

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(ii)for the purposes of clause 50.2 (All Lender matters), such Guarantor Affiliate or the

person with whom it has entered into such sub-participation, other agreement or

arrangement shall be deemed not to be a Lender for the purpose of paragraph (i)

above (unless, in the case of a person not being a Guarantor Affiliate, it is a Lender

by virtue otherwise than by beneficially owning the relevant Commitment).

(b)Each Lender shall, unless such Debt Purchase Transaction is an assignment or transfer,

promptly notify the Agent in writing if it knowingly enters into a Debt Purchase Transaction

with a Guarantor Affiliate (a Notifiable Debt Purchase Transaction), such notification to

be substantially in the form set out in Part 1 of Schedule 11 (Forms of Notifiable Debt

Purchase Transaction Notice).

(c)No Lender shall knowingly enter into any Notifiable Finance Purchase Transaction unless

such Notifiable Finance Purchase Transaction relates to the entirety of its Commitment in

the Facility.

(d)A Lender shall promptly notify the Agent if a Notifiable Debt Purchase Transaction to which

it is a party:

(i)is terminated; or

(ii)ceases to be with a Guarantor Affiliate,

such notification to be substantially in the form set out in Part 2 of Schedule 11 (Forms of

Notifiable Debt Purchase Transaction Notice).

(e)Each Guarantor Affiliate that is a Lender agrees that:

(i)in relation to any meeting or conference call to which all the Lenders are invited to

attend or participate, it shall not attend or participate in the same if so requested by

the Agent or, unless the Agent otherwise agrees, be entitled to receive the agenda

or any minutes of the same; and

(ii)in its capacity as Lender, unless the Agent otherwise agrees, it shall not be entitled

to receive any report or other document prepared at the behest of, or on the

instructions of or addressed to, the Agent or one or more of the Lenders. For the

avoidance of doubt the only information the Lender is entitled to receive are

operational notices for that Lender in connection with their Commitment.

35.4Guarantor Affiliates’ notification to other Lenders of Debt Purchase Transactions

Any Guarantor Affiliate which is or becomes a Lender and which enters into a Debt Purchase

Transaction as a purchaser or a participant shall, by 5.00 pm on the Business Day following the

day on which it entered into the Debt Purchase Transaction, notify the Agent of the extent of the

Commitment(s) or amount outstanding to which that Debt Purchase Transaction relates. The

Agent shall promptly disclose such information to the Lenders.

35.5Additional Guarantors

(a)Subject to compliance with the provisions of paragraph (c) of clause 21.13 (“Know your

customer” checks), Guarantor A (up to the Share Exchange Completion) and UK ListCo (on

and from the Share Exchange Completion) may request that any of its Subsidiaries (or, UK

ListCo, as applicable) becomes an Additional Guarantor (1) for the purposes of clause

24.8(b) or (c) (Chartering) where there is a change of Bareboat Charterer of the Ship and

the proposed Bareboat Charterer of the Ship is not already a Guarantor or (2) for the

purposes of a transfer of shares in the Borrower to an Approved Shareholder such that

such change does not constitute or result in a Change of Control or (3) for the purposes of

the Permitted Reorganisation pursuant to clause 23.9 (Merger and Permitted

Reorganisation). That Subsidiary shall become an Additional Guarantor if:

(i)with the exception of UK ListCo, it is a direct or indirect (and wholly-owned unless it

is to be a Bareboat Charterer under a JV Bareboat Charter for the Ship) Subsidiary

of Guarantor A or UK ListCo (as applicable);

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(ii)it is incorporated, registered or formed in the same jurisdiction as Guarantor A or

UK ListCo, any EEA Member Country, the United States of America or such other

jurisdiction as approved by the Lenders;

(iii)Guarantor A or UK ListCo (as applicable) and that Subsidiary (as applicable) deliver

to the Agent a duly completed and executed Accession Deed (at the cost and

expense of the Borrower);

(iv)the Agent has received all of the documents and other evidence listed in Part 4

(Conditions precedent for Additional Guarantors) of Schedule 3 (Conditions

precedent) in relation to that Additional Guarantor, each in form and substance

satisfactory to the Agent and at the cost and expense of the Borrower;

(v)the Parties have entered into such other amendments and documents (including

any amendment to this Agreement and to any of the other Finance Documents,

including additional Security Interests where required) as the Finance Parties may

require in respect of the above matters (at the cost and expense of the Borrower);

and

(vi)the entry by the Parties into any of the above documents does not otherwise

constitute a Default nor would otherwise cause or result in a Default (and

Guarantor A confirms the same in writing to the Agent).

(b)The Agent shall notify Guarantor A (up to the Share Exchange Completion) or UK ListCo

(on and from the Share Exchange Completion), the Lenders promptly upon being satisfied

that it has received (in form and substance satisfactory to it) all the documents and other

evidence listed in Part 4 (Conditions precedent for Additional Guarantors) of Schedule 3

(Conditions precedent) and those listed in any of the preceding paragraphs of this clause

35.5 in each case in respect of an Additional Guarantor.

(c)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 paragraph (b) above, 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.

(d)With effect on the date of delivery of the duly executed Accession Deed to the Agent and

the Security Agent in respect of an Additional Guarantor (the Relevant Additional

Guarantor) and provided that on or before such date the Agent has given the notification

described in paragraph (b) above in respect of the Relevant Additional Guarantor:

(i)the Parties hereby agree and confirm that the Relevant Additional Guarantor will be

made an additional party to this Agreement, as joint and several guarantor with the

Guarantors as at the date of this Agreement (the Original Guarantors) and any

other Additional Guarantor previously made a guarantor under this Agreement

pursuant to this clause 35.5 (a Previously Acceded Additional Guarantor), and

this Agreement shall henceforth be construed and treated in all respects as if

references therein to “Guarantors” included references to the Relevant Additional

Guarantor in addition to the Original Guarantors and any Previously Acceded

Additional Guarantor.

(ii)the Parties hereby agree and confirm that the Relevant Additional Guarantor will be

bound by the terms of this Agreement as if it had all times been named therein as

Guarantor;

(iii)the Relevant Additional Guarantor agrees that it will duly and punctually perform all

the liabilities and obligations whatsoever from time to time to be performed or

discharged by the Original Guarantors and any Previously Acceded Additional

Guarantor under this Agreement (and for which the Original Guarantors, any

Previously Acceded Additional Guarantor and the Relevant Additional Guarantor

hereby agree to be jointly and severally liable); and

(iv)without prejudice to the generality of paragraphs (ii) and (iii) above, the Relevant

Additional Guarantor agrees that it will be a guarantor under the Guarantee in

respect of the full amount of the Loan, interest thereon and all other sums which

may be or become due to the Finance Parties pursuant to any of the Finance

Documents.

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35.6Repetition of Representations

Delivery of an Accession Deed in respect of an Additional Guarantor constitutes confirmation by

that Additional Guarantor that the representations and warranties referred to in paragraph (c) of

clause 20.35 (Times when representations made) are true and correct in relation to it as at the

date of delivery as if made by reference to the facts and circumstances then existing.

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Section 10 -  The Finance Parties

36Roles of Agent, Security Agent, Arranger and Green Loan Advisor

36.1Appointment of the Agent and Security Agent

Each other Finance Party (other than the Security Agent) appoints:

(a)the Agent to act as its agent under and in connection with the Finance Documents and as

its agent and as trustee under the Security Documents;

(b)the Security Agent to act as its agent and as trustee under the Finance Documents to

which it is or is intended to be a party; and

(c)the Security Agent as agent (in Danish: fuldmægtig and repræsentant) to receive and hold

the Transaction Security under the Security Documents governed by Danish law on behalf

of and for the benefit of the Finance Parties and to be entitled to exercise all rights and

remedies under and in accordance with such Security Documents in its own name or in the

name of any of the Finance Parties and the Security Agent agrees to receive and hold the

Transaction Security accordingly. The Security Documents shall be granted by the relevant

Obligors to the Security Agent as agent (in Danish: fuldmægtig and repræsentant) for the

Finance Parties in accordance with Section 18(1), cf. Section 1(2) of the Danish Capital

Markets Act (in Danish: kapitalmarkedsloven). Each Obligor acknowledges that the

Security Agent shall act as agent (in Danish: fuldmægtig and repræsentant) for the Finance

Parties.

36.2Security Agent as trustee

The Security Agent declares that it holds the Security Property on trust for itself and the other

Finance Parties on the terms contained in this Agreement.

36.3Authorisation of Agent and Security Agent

Each of the Finance Parties authorises the Agent and the Security Agent:

(a)to perform the duties, obligations and responsibilities and to exercise the rights, powers,

authorities and discretions specifically given to the Agent or (as the case may be) the

Security Agent under or in connection with the Finance Documents together with any other

incidental rights, powers, authorities and discretions; and

(b)to execute each of the Security Documents and all other documents that may be approved

by the Majority Lenders for execution by it.

36.4Instructions to Agent and the Security Agent

(a)The Agent and the Security Agent shall:

(i)subject to paragraphs (d) and (e) below, exercise or refrain from exercising any

right, power, authority or discretion vested in it as Agent or (as the case may be)

the Security Agent in accordance with any instructions given to it by:

(A)all the Lenders or the Majority Lenders (as the case may be) if the relevant

Finance Document stipulates the matter requires such decision; and

(B)in all other cases, the Majority Lenders; and

(ii)not be liable for any act (or omission) if it acts (or refrains from acting) in

accordance with paragraph (i) above (or, if the relevant Finance Document

stipulates the matter is a decision for any other Finance Party or group of Finance

Parties, in accordance with instructions given to it by that Finance Party or group of

Finance Parties).

(b)The Agent and the Security Agent shall be entitled to request instructions, or clarification of

any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates

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the matter is a decision for any other Finance Party or group of Finance Parties, from that

Finance Party or group of Finance Parties) as to whether, and in what manner, it should

exercise or refrain from exercising any right, power, authority or discretion and the Agent or

(as the case may be) the Security Agent may refrain from acting unless and until it receives

those instructions or that clarification.

(c)Save in the case of decisions stipulated to be a matter for any other Finance Party or group

of Finance Parties under the relevant Finance Document and, unless a contrary indication

appears in a Finance Document, any instructions given to the Agent or (as the case may

be) the Security Agent by the Majority Lenders shall override any conflicting instructions

given by any other Parties and will be binding on all Finance Parties.

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

(i)where a contrary indication appears in a Finance Document;

(ii)where a Finance Document requires the Agent or the Security Agent to act in a

specified manner or to take a specified action;

(iii)in respect of any provision which protects the Agent’s or the Security Agent’s own

position in its personal capacity as opposed to its role of the Agent or the Security

Agent for the Finance Parties including, without limitation, clauses 36.9 (No duty to

account) to clause 36.14 (Exclusion of liability), clause 36.20 (Confidentiality) to

clause 37.6 (Custodians and nominees) and clauses 37.9 (Acceptance of title) to

37.12 (Disapplication of Trustee Acts).

(e)If giving effect to instructions given by any other Finance Party or group of Finance Parties

would (in the Agent’s or (as the case may be) the Security Agent’s opinion) have an effect

equivalent to an amendment or waiver which is subject to clause 50 (Amendments and

waivers), the Agent or (as the case may be) the Security Agent shall not act in accordance

with those instructions unless consent to it so acting is obtained from each Party (other

than itself) whose consent would have been required in respect of that amendment or

waiver.

(f)The Agent or the Security Agent may refrain from acting in accordance with any instructions

of any other Finance Party or group of Finance Parties until it has received any

indemnification and/or security that it may in its discretion require (which may be greater in

extent than that contained in the Finance Documents and which may include payment in

advance) for any cost, loss or liability (together with any applicable VAT) which it may incur

in complying with those instructions.

(g)Without prejudice to the provisions of clause 38 (Enforcement of Transaction Security) and

the remainder of this clause 36, in the absence of instructions, the Agent and the Security

Agent may act (or refrain from acting) as it considers to be in the best interest of the

Lenders.

36.5Legal or arbitration proceedings

Neither the Agent nor the Security Agent is not authorised to act on behalf of another Finance

Party (without first obtaining that Finance Party’s consent) in any legal or arbitration proceedings

relating to any Finance Document. This clause 36.5 shall not apply to any legal or arbitration

proceeding relating to the perfection, preservation or protection of rights under the Security

Documents or enforcement of the Transaction Security.

36.6Duties of the Agent and the Security Agent

(a)The Agent’s and the Security Agent’s duties under the Finance Documents are solely

mechanical and administrative in nature.

(b)Subject to paragraph (c) below, the Agent or (as the case may be) the Security Agent shall

promptly:

(i)(in the case of the Security Agent) forward to the Agent a copy of any document

received by the Security Agent from any Obligor under any Finance Document; and

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(ii)forward to a Party the original or a copy of any document which is delivered to the

Agent or (as the case may be) the Security Agent for that Party by any other Party.

(c)Without prejudice to clause 34.9 (Copy of Transfer Certificate to Borrower), paragraph (b)

above shall not apply to any Transfer Certificate.

(d)Except where a Finance Document specifically provides otherwise, neither the Agent nor

the Security Agent is obliged to review or check the adequacy, accuracy or completeness

of any document it forwards to another Party.

(e)Without prejudice to clause 39.12 (Notification of prescribed events), if the Agent receives

notice from a Party referring to this Agreement, describing a Default and stating that the

circumstance described is a Default, it shall promptly notify the other Finance Parties.

(f)If the Agent is aware of the non-payment of any principal, interest, commitment fee or other

fee payable to a Finance Party (other than the Agent or an Arranger or the Security Agent

for their own account) under this Agreement, it shall promptly notify the other Finance

Parties.

(g)The Agent and the Security Agent shall have only those duties, obligations and

responsibilities expressly specified in the Finance Documents to which it is expressed to be

a party (and no others shall be implied).

36.7Role of the Arrangers and Green Loan Advisor

Except as specifically provided in the Finance Documents, each of the Arrangers and the Green

Loan Advisor have no obligations of any kind to any other Party under or in connection with any

Finance Document or the transactions contemplated by the Finance Documents.

36.8No fiduciary duties

Nothing in any Finance Document constitutes the Agent, the Security Agent, any Arranger or the

Green Loan Advisor as a trustee or fiduciary of any other person except to the extent that the

Security Agent acts as trustee for the other Finance Parties pursuant to clause 36.2 (Security

Agent as trustee).

36.9No duty to account

None of the Agent, the Security Agent, any Arranger, the Green Loan Advisor or any Ancillary

Lender shall be bound to account to any other Finance Party for any sum or the profit element of

any sum received by it for its own account.

36.10Business with the Group

The Agent, the Security Agent, the Arrangers, the Green Loan Coordinator and each Ancillary

Lender may accept deposits from, lend money to and generally engage in any kind of banking

or other business with any Obligor or other Group Member or their Affiliates.

36.11Rights and discretions of the Agent and the Security Agent

(a)The Agent and the Security Agent may:

(i)rely on any representation, communication, notice or document believed by it to be

genuine, correct and appropriately authorised;

(ii)assume that:

(A)any instructions received by it from the Majority Lenders, any Lenders or

other Finance Parties or any group of Lenders or other Finance Parties are

duly given in accordance with the terms of the Finance Documents;

(B)unless it has received notice of revocation, that those instructions have not

been revoked; and

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(C)in the case of the Security Agent, if it receives any instructions to act in

relation to the Transaction Security, that all applicable conditions under the

Finance Documents for so acting have been satisfied; and

(iii)rely on a certificate from any person:

(A)as to any matter of fact or circumstance which might reasonably be expected

to be within the knowledge of that person; or

(B)to the effect that such person approves of any particular dealing, transaction,

step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A)

above, may assume the truth and accuracy of that certificate.

(b)The Agent and the Security Agent may assume (unless it has received notice to the

contrary in its capacity as agent or (as the case may be) security trustee for the other

Finance Parties) that:

(i)no Default has occurred (unless (in the case of the Agent) it has actual knowledge

of a Default arising under clause 32.1 (Non-payment));

(ii)any right, power, authority or discretion vested in any Party or any group of Finance

Parties has not been exercised; and

(iii)any notice or request made by the Borrower (other than (in the case of the Agent)

the Utilisation Request or Selection Notice) is made on behalf of and with the

consent and knowledge of all the Obligors.

(c)Each of the Agent and the Security Agent may engage and pay for the advice or services of

any lawyers, accountants, tax advisers, insurance consultants, vessel managers, valuers,

surveyors or other professional advisers or experts.

(d)Without prejudice to the generality of paragraph (c) above or paragraph (e) below each of

the Agent and the Security Agent may at any time engage and pay for the services of any

lawyers to act as independent counsel to it (and so separate from any lawyers instructed by

the Lenders or any other Finance Party) if it, in its reasonable opinion, deems this to be

desirable.

(e)Each of the Agent and the Security Agent may rely on the advice or services of any

lawyers, accountants, tax advisers, insurance consultants, vessel managers, valuers,

surveyors or other professional advisers or experts (whether obtained by it or by any other

Party) and shall not be liable for any damages, costs or losses to any person, any

diminution in value or any liability whatsoever arising as a result of its so relying.

(f)The Agent, the Security Agent, any Receiver and any Delegate may act in relation to the

Finance Documents, the Transaction Security and the Security Property through its officers,

employees and agents and shall not:

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

(ii)be bound to supervise, or be in any way responsible for any loss incurred by

reason of misconduct, omission or default on the part, of any such person,

unless such error or such loss was directly caused by the Agent’s, the Security Agent’s,

Receiver’s or Delegate’s gross negligence or wilful misconduct.

(g)Unless any Finance Document expressly specifies otherwise, the Agent or the Security

Agent may disclose to any other Party any information it reasonably believes it has

received as agent or security trustee under this Agreement.

(h)Notwithstanding any other provision of any Finance Document to the contrary, none of the

Agent, the Security Agent nor any Arranger is obliged to do or omit to do anything if it would

or might in its reasonable opinion constitute a breach of any law or regulation or a breach

of a fiduciary duty or duty of confidentiality.

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(i)Notwithstanding any provision of any Finance Document to the contrary, neither the Agent

nor the Security Agent is obliged to expend or risk its own funds or otherwise incur any

financial liability in the performance of its duties, obligations or responsibilities or the

exercise of any right, power, authority or discretion if it has grounds for believing the

repayment of such funds or adequate indemnity against, or security for, such risk or liability

is not reasonably assured to it.

(j)Neither the Agent nor any Arranger shall be obliged to request any certificate, opinion or

other information under clause 21 (Information undertakings) unless so required in writing

by a Lender or any Hedging Provider, in which case the Agent shall promptly make the

appropriate request of the Borrower if such request would be in accordance with the terms

of this Agreement.

36.12Responsibility for documentation and other matters

(a)None of the Agent, the Security Agent, any Arranger, any Ancillary Lender, any Receiver or

any Delegate is responsible or liable for:

(i)the adequacy, accuracy or completeness of any information (whether oral or

written) supplied by the Agent, the Security Agent, any Arranger, an Ancillary

Lender, an Obligor or any other person in or in connection with any Finance

Document or the transactions contemplated in the Finance Documents or any other

agreement, arrangement or document entered into, made or executed in

anticipation of, under or in connection with any Finance Document;

(ii)the legality, validity, effectiveness, adequacy or enforceability of any Transaction

Document, the Transaction Security or any other agreement, arrangement or

document entered into, made or executed in anticipation of, under or in connection

with any Transaction Document, the Transaction Security or the Security Property;

(iii)the application of any Basel Regulation to the transactions contemplated by the

Finance Documents;

(iv)(in the case of the Security Agent) any loss to the Security Property arising in

consequence of the failure, depreciation or loss of any Charged Property or any

investments made or retained in good faith or by reason of any other matter or

thing;

(v)the failure of any Obligor or any other party to perform its obligations under any

Transaction Document or the financial condition of any such person;

(vi)(save as otherwise provided in this clause 36) taking or omitting to take any other

action under or in relation to the Security Documents;

(vii)failing to register any of the Security Documents in accordance with the provisions

of the documents of title of any Obligor to any of the Charged Property;

(viii)any other beneficiary of a Security Document failing to perform or discharge any of

its duties or obligations under any Finance Document; or

(ix)any determination as to whether any information provided or to be provided to any

Finance Party is non-public information the use of which may be regulated or

prohibited by any applicable law or regulation relating to insider dealing or

otherwise.

(b)The Agent is not responsible or liable for the adequacy, accuracy or completeness of any

Green Loan Information (whether oral or written) supplied by the Borrower, any Group

Member, the External Reviewer or any other person in or in connection with any Green

Loan Report and/or any Green Loan Provisions contemplated in this Agreement or any

other agreement, arrangement or document entered into, made or executed in anticipation

of, under or in connection with any Facility.

36.13No duty to monitor

Neither the Agent nor the Security Agent shall be bound to enquire:

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(a)whether or not any Default has occurred;

(b)as to the performance, default or any breach by any Party or any Obligor of its obligations

under any Finance Document;

(c)whether any other event specified in any Finance Document has occurred;

(d)whether or not any Declassification Event, Green Loan or a Green Loan Compliance

Certificate Inaccuracy has occurred; or

(e)as to the performance, default or any breach by any Obligor of its obligations under any

Green Loan Provision.

36.14Exclusion of liability

(a)Without limiting paragraph (b) below (and without prejudice to any other provision of any

Finance Document excluding or limiting the liability of the Agent, the Security Agent, any

Ancillary Lender, any Receiver or Delegate), none of the Agent, the Security Agent, any

Ancillary Lender, any Receiver nor any Delegate will be liable (including, without limitation,

for negligence or any other category of liability whatsoever) for:

(i)any damages, costs or losses to any person, any diminution in value, or any liability

whatsoever arising as a result of taking or not taking any action under or in

connection with any Finance Document or the Security Property, unless directly

caused by its gross negligence or wilful misconduct;

(ii)exercising, or not exercising, any right, power, authority or discretion given to it by,

or in connection with, any Finance Document, the Security Property or any other

agreement, arrangement or document entered into, made or executed in

anticipation of, under or in connection with, any Finance Document or the Security

Property;

(iii)any shortfall which arises on the enforcement or realisation of the Security

Property; or

(iv)without prejudice to the generality of paragraphs (i) to (iii) above, any damages,

costs, losses, any diminution in value or any liability whatsoever arising as a result

of:

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

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

including (in each case and without limitation) such damages, costs, losses,

diminution in value or liability arising as a result of: nationalisation,

expropriation or other governmental actions; any regulation, currency

restriction, devaluation or fluctuation; market conditions affecting the

execution or settlement of transactions or the value of assets (including any

Disruption Event), breakdown, failure or malfunction of any third party

transport, telecommunications, computer services or systems; natural

disasters or acts of God; war, terrorism, insurrection or revolution; or strikes

or industrial action.

(b)No Party (other than the Agent, the Security Agent, an Ancillary Lender, that Receiver or

that Delegate (as applicable)) may take any proceedings against any officer, employee or

agent of the Agent, the Security Agent, any Ancillary Lender, a Receiver or a Delegate in

respect of any claim it might have against the Agent, the Security Agent, an Ancillary

Lender, a Receiver or a Delegate or in respect of any act or omission of any kind by that

officer, employee or agent in relation to any Transaction Document or any Security Property

and any officer, employee or agent of the Agent, the Security Agent, any Ancillary Lender, a

Receiver or a Delegate may rely on this clause subject to clause 1.4 (Third party rights)

and the provisions of the Third Parties Act.

(c)Neither of the Agent or the Security Agent will be liable for any delay (or any related

consequences) in crediting an account with an amount required under the Finance

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Documents to be paid by it if it has taken all necessary steps as soon as reasonably

practicable to comply with the regulations or operating procedures of any recognised

clearing or settlement system used by it for that purpose.

(d)Nothing in any Finance Document shall oblige the Agent the Security Agent, or any

Arranger to carry out:

(i)any “know your customer” or other checks in relation to any person; or

(ii)any check on the extent to which any transaction contemplated by any of the

Finance Documents might be unlawful for any Finance Party or for any Affiliate of

any Finance Party,

on behalf of any other Finance Party and each other Finance Party confirms to the Agent,

the Security Agent and the Arrangers that it is solely responsible for any such checks it is

required to carry out and that it may not rely on any statement in relation to such checks

made by the Agent, the Security Agent or any Arranger.

(e)Without prejudice to any provision of any Finance Document excluding or limiting the

liability of the Agent, the Security Agent, any Receiver or any Delegate, any liability of the

Agent, the Security Agent, any Receiver or any Delegate arising under or in connection

with any Finance Document or the Security Property shall be limited to the amount of

actual loss which has been finally judicially determined to have been suffered (as

determined by reference to the date of default of the Agent, the Security Agent, Receiver or

Delegate (as the case may be) or, if later, the date on which the loss arises as a result of

such default) but without reference to any special conditions or circumstances known to the

Agent, the Security Agent, Receiver or Delegate (as the case may be) at any time which

increase the amount of that loss. In no event shall the Agent, the Security Agent, any

Receiver or any Delegate be liable for any loss of profits, goodwill, reputation, business

opportunity or anticipated saving, or for special, punitive, indirect or consequential

damages, whether or not the Agent, the Security Agent, Receiver or Delegate (as the case

may be) has been advised of the possibility of such loss or damages.

(f)The Agent is not acting in an advisory capacity to any person in respect of the GLP nor will

the Agent be obliged to verify whether any Facility will comply with the GLP on behalf of

any of the Finance Parties and each Finance Party is solely responsible at all times for

making its own independent appraisal of, and analysis in relation to, each Green Asset

Criteria, the Green Loan Information and any other Green Loan Provision of this

Agreement.

36.15Lenders’ indemnity to the Agent and others

(a)Each Lender shall (in proportion to its share of the Total Commitments or, if the Total

Commitments are then zero, to its share of the Total Commitments immediately prior to

their being reduced to zero) indemnify the Agent, the Security Agent, every Receiver and

every Delegate, within three Business Days of demand, against any Losses (including,

without limitation, for negligence or any other category of liability whatsoever) incurred by

any of them (otherwise than by reason of the relevant Agent’s, Security Agent’s Receiver’s

or Delegate’s gross negligence or wilful misconduct) (or, in the circumstances

contemplated pursuant to clause 44.10 (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,

Security Agent, Receiver or Delegate under, or exercising any authority conferred under,

the Finance Documents (unless the relevant Agent, Security Agent, Receiver or Delegate

has been reimbursed by an Obligor pursuant to a Finance Document).

(b)Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any

Lender for any payment that Lender makes to the Agent or the Security Agent or any

Receiver or Delegate pursuant to paragraph (a) above.

(c)Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of

which the Lender claims reimbursement relates to a liability of the Agent or the Security

Agent to an Obligor.

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36.16Resignation of the Agent or the Security Agent

(a)The Agent or the Security Agent may resign and appoint one of its Affiliates as successor

by giving notice to the other Finance Parties and the Borrower.

(b)Alternatively, the Agent or the Security Agent may resign by giving 30 days’ notice to the

other Finance Parties and the Borrower, in which case the Majority Lenders may appoint a

successor Agent.

(c)If the Majority Lenders have not appointed a successor Agent or Security Agent in

accordance with paragraph (b) above within 20 days after notice of resignation was given,

the retiring Agent or Security Agent (after consultation with (in the case of the Agent) the

Borrower) or (in the case of the Security Agent) the Agent may appoint a successor Agent

or Security Agent.

(d)If the Agent or the Security Agent wishes to resign because (acting reasonably) it has

concluded that it is no longer appropriate for it to remain as agent or trustee and the Agent

or the Security Agent is entitled to appoint a successor Agent or (as the case may be) the

Security Agent under paragraph (c) above, the Agent or (as the case may be) the Security

Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to

persuade the proposed successor Agent or (as the case may be) the Security Agent to

become a party to this Agreement as Agent or (as the case may be) the Security Agent)

agree with the proposed successor Agent or (as the case may be) the Security Agent

amendments to this clause 36 and any other term of this Agreement dealing with the rights

or obligations of the Agent or (as the case may be) the Security Agent consistent with then

current market practice for the appointment and protection of corporate trustees together

with any reasonable amendments to the fee payable to it in its capacity as Agent or (as the

case may be) the Security Agent under this Agreement which are consistent with the

successor Agent’s or (as the case may be) the Security Agent’s normal fee rates and those

amendments will bind the Parties.

(e)The retiring Agent or the retiring Security Agent, shall make available to the successor

Agent or Security Agent such documents and records and provide such assistance as the

successor Agent or Security Agent may reasonably request for the purposes of performing

its functions as Agent or (as the case may be) the Security Agent under the Finance

Documents. The Borrower shall, within three Business Days of demand, reimburse the

retiring Agent or (as the case may be) the Security Agent for the amount of all costs and

expenses (including legal fees) (together with any applicable VAT) properly incurred by it in

making available such documents and records and providing such assistance.

(f)The Agent’s or Security Agent’s resignation notice shall only take effect upon:

(i)the appointment of a successor; and

(ii)(in the case of the Security Agent) the transfer or assignment of all the Transaction

Security and the other Security Property to that successor and any appropriate

filings or registrations, any notices of transfer or assignment and the payment of

any fees or duties related to such transfer or assignment which the Security Agent

considers necessary or advisable have been duly completed.

(g)Upon the appointment of a successor, the retiring Agent or Security Agent shall be

discharged from any further obligation in respect of the Finance Documents (other than its

obligations under paragraph (b) of clause 37.10 (Winding up of trust) and paragraph (e)

above) but shall remain entitled to the benefit of clauses 16.4 (Indemnity to the Agent and

the Security Agent) and 16.5 (Indemnity concerning security) and this clause 36 (and any

agency or other fees for the account of the retiring Agent or the Security Agent in its

capacity as such shall cease to accrue from (and shall be payable on) that date). Any

successor and each of the other Parties shall have the same rights and obligations

amongst themselves as they would have had if that successor had been an original Party.

(h)The Agent shall resign in accordance with paragraph (b) above (and, to the extent

applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to

paragraph (c) above) if on or after the date which is three months before the earliest FATCA

Application Date relating to any payment to the Agent under the Finance Documents,

either:

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(i)the Agent fails to respond to a request under clause 14.9 (FATCA Information) and

the Borrower or a Lender reasonably believes that the Agent will not be (or will

have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii)the information supplied by the Agent pursuant to clause 14.9 (FATCA Information)

indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt

Party on or after that FATCA Application Date; or

(iii)the Agent notifies the Borrower and the Lenders that the Agent will not be (or will

have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date,

and (in each case) the Borrower or a Lender reasonably believes that a Party will be

required to make a FATCA Deduction that would not be required if the Agent were a

FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it

to resign.

36.17Replacement of the Agent

(a)After consultation with the Borrower, the Majority Lenders may, by giving 30 days’ notice to

the Agent replace the Agent by appointing a successor Agent.

(b)The retiring Agent shall (at the expense of the Lenders) make available to the successor

Agent such documents and records and provide such assistance as the successor Agent

may reasonably request for the purposes of performing its functions as Agent under the

Finance Documents.

(c)The appointment of the successor Agent shall take effect on the date specified in the notice

from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be

discharged from any further obligation in respect of the Finance Documents (other than its

obligations under paragraph (b) above) but shall remain entitled to the benefit of clauses

16.4 (Indemnity to the Agent and the Security Agent) and this clause 36 (and any agency

fees for the account of the retiring Agent shall cease to accrue from (and shall be payable

on) that date).

(d)Any successor Agent and each of the other Parties shall have the same rights and

obligations amongst themselves as they would have had if such successor had been an

original Party.

(e)Paragraph (f) of clause 36.16 (Resignation of the Agent or the Security Agent) shall apply

to any replacement of the Agent under this clause 36.17.

36.18Replacement of the Security Agent

(a)The Majority Lenders may, by notice to the Security Agent, require the Security Agent to

resign in accordance with paragraph (b) of clause 36.16 (Resignation of the Agent or the

Security Agent). In this event, the Security Agent shall resign in accordance with that

paragraph but the cost referred to in paragraph (a) of clause 36.16 (Resignation of the

Agent or the Security Agent) shall be for the account of the Borrower.

(b)Any person appointed and replacing the Security Agent (or a successor Security Agent)

shall automatically act as agent and representative (Da: fuldmægtig og repræsentant) in

accordance with section 18(1), cf. section 1(2), of the Danish Capital Markets Act and be

entitled to exercise all rights and remedies under and in accordance with this Agreement in

its own name or in the name of any of the Finance Parties.

36.19Information from the Finance Parties

Each Finance Party shall supply the Agent or the Security Agent with any information that the

Agent or (as the case may be) the Security Agent may reasonably specify as being necessary or

desirable to enable the Agent or (as the case may be) the Security Agent to perform its functions

as Agent or (as the case may be) the Security Agent.

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36.20Confidentiality

(a)In acting as agent or trustee for the Finance Parties, the Agent or (as the case may be) the

Security Agent shall be regarded as acting through its agency, trustee or other division or

department directly responsible for the management of the Finance Documents which shall

be treated as a separate entity from any other of its divisions or departments.

(b)If information is received by another division or department of the Agent or (as the case

may be) the Security Agent, it may be treated as confidential to that division or department

and the Agent or (as the case may be) the Security Agent shall not be deemed to have

notice of it.

(c)Notwithstanding any other provision of any Finance Document to the contrary, neither the

Agent nor any Arranger is obliged to disclose to any other person (i) any confidential

information or (ii) any other information if the disclosure would, or might in its reasonable

opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.

36.21Agent’s relationship with the Lenders and Hedging Providers

(a)The Agent may treat the person shown in its records as Lender or as a Hedging Provider at

the opening of business (in the place of the Agent’s principal office as notified to the

Finance Parties from time to time) as the Lender or (as the case may be) as a Hedging

Provider acting through its Facility Office:

(i)entitled to or liable for any payment due under any Finance Document on that day;

and

(ii)entitled to receive and act upon any notice, request, document or communication or

make any decision or determination under any Finance Document made or

delivered on that day,

unless it has received not less than five Business Days prior notice from that Lender or

(as the case may be) as a Hedging Provider to the contrary in accordance with the terms

of this Agreement.

(b)Any Lender or Hedging Provider may by notice to the Agent appoint a person to receive on

its behalf all notices, communications, information and documents to be made or

despatched to that Lender or (as the case may be) Hedging Provider under the Finance

Documents. Such notice shall contain the address and (where communication by electronic

mail or other electronic means is permitted under clause 46.5 (Electronic communication))

electronic mail address and/or any other information required to enable the sending and

receipt of information by that means (and, in each case, the department or officer, if any, for

whose attention communication is to be made) and be treated as a notification of a

substitute address, electronic mail address, department and officer (or such other

information) by that Lender or (as the case may be) Hedging Provider for the purposes of

clause 46.2 (Addresses) and clause 46.5 (Electronic communication) and the Agent shall

be entitled to treat such person as the person entitled to receive all such notices,

communications, information and documents as though that person were that Lender or (as

the case may be) Hedging Provider.

36.22Information from the Finance Parties

Each Finance Party shall supply the Agent with any information that the Agent may reasonably

specify as being necessary or desirable to enable the Agent to perform its functions as Agent.

36.23Credit appraisal by the Finance Parties and Ancillary Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in

connection with any Finance Document, each other Finance Party and Ancillary Lender confirms

to the Agent, the Security Agent, the Arrangers and each Ancillary Lender that it has been, and

will continue to be, solely responsible for making its own independent appraisal and

investigation of all risks arising under or in connection with any Finance Document including but

not limited to:

(a)the financial condition, status and nature of each Obligor and other Group Members;

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(b)the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document,

the Transaction Security, the Security Property and any other agreement, arrangement or

document entered into, made or executed in anticipation of, under or in connection with any

Transaction Document, the Transaction Security or the Security Property;

(c)the application of any Basel Regulation to the transactions contemplated by the Finance

Documents;

(d)whether that Finance Party or Ancillary Lender has recourse, and the nature and extent of

that recourse, against any Party or any of its respective assets under or in connection with

any Finance Document, the Transaction Security, the Security Property, the transactions

contemplated by the Finance Documents or any other agreement, arrangement or

document entered into, made or executed in anticipation of, under or in connection with any

Finance Document, the Transaction Security or the Security Property;

(e)the adequacy, accuracy or completeness of any information provided by the Agent, the

Security Agent, the Arrangers or any other Party or by any other person under or in

connection with, the transactions contemplated by any Transaction Document or any other

agreement, arrangement or document entered into, made or executed in anticipation of,

under or in connection with any Transaction Document; and

(f)the right or title of any person in or to, or the value or sufficiency of, any part of the Charged

Property, the priority of any of the Transaction Security or the existence of any Security

Interest affecting the Charged Property.

36.24Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after

giving notice to that Party, deduct an amount not exceeding that amount from any payment to

that Party which the Agent would otherwise be obliged to make under the Finance Documents

and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes

of the Finance Documents that Party shall be regarded as having received any amount so

deducted.

36.25Reliance and engagement letters

Each of the Agent, the Security Agent and the Arrangers may enter into any reliance letter or

engagement letter relating to any valuations, reports, opinions or letters or advice or assistance

provided by lawyers, accountants, tax advisers, insurance consultants, vessel managers,

valuers, surveyors or other professional advisers or experts in connection with the Transaction

Documents or the transactions contemplated in the Finance Documents on such terms as it may

consider appropriate (including, without limitation, restrictions on the lawyer’s, accountant’s, tax

adviser’s, insurance consultant’s, vessel manager’s, valuer’s, surveyor’s or other professional

adviser’s or expert’s liability and the extent to which their valuations, reports, opinions or letters

may be relied on or disclosed).

36.26Amounts paid in error

(a)If the Agent or the Security Agent pays an amount to another Party and the Agent or (as the

case may be) the Security Agent notifies that Party that such payment was an Erroneous

Payment then the Party to whom that amount was paid by the Agent shall on demand

refund the same to the Agent or (as the case may be) the Security Agent.

(b)Neither:

(i)the obligations of any Party to the Agent or the Security Agent; nor

(ii)the remedies of the Agent or the Security Agent,

(c)(whether arising under this clause 36.26 or otherwise) which relate to an Erroneous

Payment will be affected by any act, omission, matter or thing (including, without

limitation, any obligation pursuant to which an Erroneous Payment is made) which, but for

this paragraph (b), would reduce, release, preclude or prejudice any such obligation or

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remedy (whether or not known by the Agent or (as the case may be) the Security Agent or

any other Party).

(d)All payments to be made by a Party to the Agent or Security Agent (whether made pursuant

to this clause 36.26 or otherwise) which relate to an Erroneous Payment shall be calculated

and be made without (and free and clear of any deduction for) set-off or counterclaim.

(e)In this Agreement, “Erroneous Payment” means a payment of an amount by the Agent or

the Security Agent to another Party which at the time of receipt of such payment by such

other Party was not contractually due to it pursuant to the terms of this Agreement.

37Trust and security matters

37.1Undertaking to pay

(a)Each Obligor who is a Party undertakes with the Security Agent as trustee for the Finance

Parties that it will, on demand by the Security Agent, pay to the Security Agent as trustee

for the Finance Parties all money from time to time owing to the other Finance Parties (in

addition to paying any money owing under the Finance Documents to the Security Agent

for its own account), and discharge all other obligations from time to time incurred, by it

under or in connection with the Finance Documents.

(b)Each payment which such an Obligor makes to another Finance Party in accordance with

any Finance Document shall, to the extent of the amount of that payment, satisfy that

Obligor’s corresponding obligation under paragraph (a) above to make that payment to the

Security Agent.

37.2Parallel debt

(a)Additional definitions:

In this clause:

Corresponding Debt means any amount, other than any Parallel Debt, which an Obligor

owes from time to time to a Finance Party under or in connection with the Finance

Documents.

Parallel Debt means any amount which an Obligor owes to the Security Agent under

clause 37.2(b) below or under that clause as incorporated by reference or in full in any

other Finance Document.

(b)Each Obligor irrevocably and unconditionally undertakes to pay to the Security Agent its

Parallel Debt which shall be amounts equal to, and in the currency or currencies of, its

Corresponding Debt.

(c)The Parallel Debt of an Obligor:

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

(ii)is independent and separate from, and without prejudice to, its Corresponding

Debt.

(d)For the purposes of this clause 37.2, the Security Agent:

(i)is the independent and separate creditor of each Parallel Debt;

(ii)acts in its own name and not as agent, representative or trustee of the Finance

Parties and its claims in respect of each Parallel Debt shall not be held on trust;

and

(iii)shall have the independent and separate right to demand payment of each Parallel

Debt in its own name (including, without limitation, through any suit, execution,

enforcement of security, recovery of guarantees and applications for and voting in

any kind of insolvency proceeding).

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(e)Other than as set out in clause 37.2(f) below, the undertaking to pay Parallel Debt shall not

limit or affect the existence of the Corresponding Debt, for which the Finance Parties shall

have an independent right to demand performance.

(f)The rights of the Finance Parties to receive payment of the Corresponding Debt are several

from the rights of the Security Agent to receive payment of the Parallel Debt, provided that

the Parallel Debt of an Obligor shall be:

(i)decreased to the extent that its Corresponding Debt has been irrevocably and

unconditionally paid or discharged; and

(ii)increased to the extent that its Corresponding Debt has increased,

(iii)and the Corresponding Debt of an Obligor shall be:

(A)decreased to the extent that its Parallel Debt has been irrevocably and

unconditionally paid or discharged; and

(B)increased to the extent that its Parallel Debt has increased,

in each case provided that the Parallel Debt of an Obligor shall never exceed its

Corresponding Debt.

(g)All amounts received or recovered by the Security Agent in connection with this clause 37.2

to the extent permitted by applicable law, shall be applied in accordance with clause 39.1

(Order of application).

(h)This clause 37.2 shall apply, with any necessary modifications, to each Finance Document.

37.3No responsibility to perfect Transaction Security

The Security Agent shall not be liable for any failure to:

(a)ascertain whether all deeds and documents which should have been deposited with it

under or pursuant to any of the Security Documents have been so deposited;

(b)require the deposit with it of any deed or document certifying, representing or constituting

the title of any Obligor to any of the Charged Property;

(c)obtain any licence, consent or other authority for the execution, delivery, legality, validity,

enforceability or admissibility in evidence of any Finance Document or the Transaction

Security;

(d)register, file or record or otherwise protect any of the Transaction Security (or the priority of

any of the Transaction Security) under any law or regulation or to give notice to any person

of the execution of any Finance Document or of the Transaction Security;

(e)take, or to require any Obligor to take, any step to perfect its title to any of the Charged

Property or to render the Transaction Security effective or to secure the creation of any

ancillary Security Interest under any law or regulation; or

(f)require any further assurance in relation to any Security Document.

37.4Insurance by Security Agent

(a)The Security Agent shall not be obliged:

(i)to insure any of the Charged Property;

(ii)to require any other person to maintain any insurance; or

(iii)to verify any obligation to arrange or maintain insurance contained in any Finance

Document,

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and the Security Agent shall not be liable for any damages, costs or losses to any person

as a result of the lack of, or inadequacy of, any such insurance.

(b)Where the Security Agent is named on any insurance policy as an insured party, it shall not

be liable for any damages, costs or losses to any person as a result of its failure to notify

the insurers of any material fact relating to the risk assumed by such insurers or any other

information of any kind, unless the Agent requests it to do so in writing and the Security

Agent fails to do so within fourteen days after receipt of that request.

37.5Common parties

Although the Agent and the Security Agent may from time to time be the same entity, that entity

will have entered into the Finance Documents (to which it is party) in its separate capacities as

agent for the other Finance Parties and (as appropriate) security agent and trustee for all of the

other Finance Parties. Where any Finance Document provides for an Agent or Security Agent to

communicate with or provide instructions to the other, while they are the same entity, such

communication or instructions will not be necessary.

37.6Custodians and nominees

The Security Agent may appoint and pay any person to act as a custodian or nominee on any

terms in relation to any asset of the trust as the Security Agent may determine, including for the

purpose of depositing with a custodian this Agreement or any document relating to the trust

created under this Agreement and the Security Agent shall not be responsible for any loss,

liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct,

omission or default on the part of any person appointed by it under this Agreement or be bound

to supervise the proceedings or acts of any person.

37.7Delegation by the Security Agent

(a)Each of the Security Agent, any Receiver and any Delegate may, at any time, delegate by

power of attorney or otherwise to any person for any period, all or any right, power,

authority or discretion vested in it in its capacity as such.

(b)That delegation may be made upon any terms and conditions (including the power to sub-

delegate) and subject to any restrictions that the Security Agent, that Receiver or that

Delegate (as the case may be) may, in its discretion, think fit in the interests of the Finance

Parties.

(c)No Security Agent, Receiver or Delegate shall be bound to supervise, or be in any way

responsible for any damages, costs or losses incurred by reason of any misconduct,

omission or default on the part of, any such delegate or sub-delegate.

37.8Additional trustees

(a)The Security Agent may at any time appoint (and subsequently remove) any person to act

as a separate trustee or as a co-trustee jointly with it:

(i)if it considers that appointment to be in the interests of the Finance Parties;

(ii)for the purposes of conforming to any legal requirement, restriction or condition

which the Security Agent deems to be relevant; or

(iii)for obtaining or enforcing any judgment in any jurisdiction,

and the Security Agent shall give prior notice to the Borrower and the Finance Parties of

that appointment.

(b)Any person so appointed shall have the rights, powers, authorities and discretions (not

exceeding those given to the Security Agent under or in connection with the Finance

Documents) and the duties, obligations and responsibilities that are given or imposed by

the instrument of appointment.

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(c)The remuneration that the Security Agent may pay to that person, and any costs and

expenses (together with any applicable VAT) incurred by that person in performing its

functions pursuant to that appointment shall, for the purposes of this Agreement, be treated

as costs and expenses incurred by the Security Agent.

(d)At the request of the Security Agent, the other Parties shall forthwith execute all such

documents and do all such things as may be required to perfect such appointment or

removal and each such Party irrevocably authorises the Security Agent in its name and on

its behalf to do the same.

(e)Such a person shall accede to this Agreement as a Security Agent to the extent necessary

to carry out their role on terms satisfactory to the Security Agent.

(f)The Security Agent shall not be bound to supervise, or be responsible for any loss incurred

by reason of any act or omission of, any such person if the Security Agent shall have

exercised reasonable care in the selection of such person.

37.9Acceptance of title

The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to

investigate, any right and title that any Obligor may have to any of the Charged Property and

shall not be liable for, or bound to require any Obligor to remedy, any defect in its right or title.

37.10Winding up of trust

If the Security Agent, with the approval of the Agent, determines that:

(a)all of the Secured Obligations and all other obligations secured by the Security Documents

have been fully and finally discharged; and

(b)no Finance Party is under any commitment, obligation or liability (actual or contingent) to

make advances or provide other financial accommodation to any Obligor pursuant to the

Finance Documents,

then:

(i)the trusts set out in this Agreement shall be wound up and the Security Agent shall

release, without recourse or warranty, all of the Transaction Security and the rights

of the Security Agent under each of the Security Documents; and

(ii)any Security Agent which has resigned pursuant to clause 36.16 (Resignation of

the Agent or the Security Agent) shall release, without recourse or warranty, all of

its rights under each Security Document.

37.11Powers supplemental to Trustee Acts

The rights, powers, authorities and discretions given to the Security Agent under or in

connection with the Finance Documents shall be supplemental to the Trustee Act 1925 and the

Trustee Act 2000 and in addition to any which may be vested in the Security Agent by law or

regulation or otherwise.

37.12Disapplication of Trustee Acts

Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to

the trusts constituted by this Agreement. Where there are any inconsistencies between the

Trustee Act 1925 or the Trustee Act 2000 and the provisions of this Agreement, the provisions of

this Agreement shall, to the extent permitted by law and regulation, prevail and, in the case of

any inconsistency with the Trustee Act 2000, the provisions of this Agreement shall constitute a

restriction or exclusion for the purposes of that Act.

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37.13Examination of documents by the Agent

The Borrower hereby unconditionally and irrevocably agrees that the Agent’s responsibility for

the examination of any Finance Document or any other document received with respect thereto

shall be limited to ascertaining that such document appears on its face (or, if any such document

is not only in English, the English translation or version of which appears on its face) to be in

accordance with its description.

For the purposes of this clause 37.13, appearing on its face has the meaning given to that

term in the latest version of the Uniform Customs Practice for Documentary Credits of the

International Chamber of Commerce.

38Enforcement of Transaction Security

38.1Enforcement Instructions

(a)The Security Agent may refrain from enforcing the Transaction Security unless instructed

otherwise by the Majority Lenders.

(b)Subject to the Transaction Security having become enforceable in accordance with its

terms, the Majority Lenders may give or refrain from giving instructions to the Security

Agent to enforce or refrain from enforcing the Transaction Security as they see fit.

(c)The Security Agent is entitled to rely on and comply with instructions given in accordance

with this clause 38.1.

38.2Manner of enforcement

If the Transaction Security is being enforced pursuant to clause 38.1 (Enforcement Instructions),

the Security Agent shall enforce the Transaction Security in such manner as the Majority

Lenders shall instruct or, in the absence of any such instructions, as the Security Agent

considers in its discretion to be appropriate.

38.3Waiver of rights

To the extent permitted under applicable law and subject to clause 38.1 (Enforcement

Instructions), clause 38.2 (Manner of enforcement) and clause 39 (Application of Proceeds),

each of the Finance Parties and the Obligors waives all rights it may otherwise have to require

that the Transaction Security be enforced in any particular order or manner or at any particular

time or that any amount received or recovered from any person, or by virtue of the enforcement

of any of the Transaction Security or of any other security interest, which is capable of being

applied in or towards discharge of any of the Secured Obligations is so applied.

38.4Enforcement through Security Agent only

(a)The other Finance Parties shall not have any independent power to enforce, or have

recourse to, any of the Transaction Security or to exercise any right, power, authority or

discretion arising or to grant any consents or releases under the Security Documents

except through the Security Agent or as required and permitted by this clause 38.4.

(b)Where a Finance Party (other than the Security Agent) is a party to a Security Document

that Finance Party shall:

(i)promptly take such action as the Security Agent may reasonably require (acting on

the instructions of the Agent) to enforce, or have recourse to, any of the

Transaction Security constituted by such Security Document or, for such purposes,

to exercise any right, power, authority or discretion arising or to grant any consents

or releases under such Security Document or (subject to clause 50.6 (Releases)) to

release, reassign and/or discharge any such Transaction Security or any guarantee

or other obligations under any such Security Document; and

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(ii)not take any such action except as so required or (in the case of a release) for a

release which is expressly permitted or required by the Finance Documents.

(c)Each Finance Party (other than the Security Agent) which is party to a Security Document

shall, promptly upon being requested by the Security Agent to do so, grant a power of

attorney or other sufficient authority to the Security Agent or its legal advisers to enable the

Security Agent or such legal advisers to enforce or have recourse in the name of such

Finance Party to the relevant Transaction Security constituted by such Security Document

or to exercise any such right, power, authority or discretion or to grant any such consent or

release under such Security Document or to release, reassign and/or discharge any such

Transaction Security on behalf of such Finance Party.

39Application of proceeds

39.1Order of application

All amounts from time to time received or recovered by the Security Agent pursuant to the terms

of any Finance Document or in connection with the realisation or enforcement of all or any part

of the Transaction Security (for the purposes of this clause 39, the Recoveries) shall be held by

the Security Agent on trust to apply them at any time as the Security Agent (in its discretion)

sees fit, to the extent permitted by applicable law (and subject to the provisions of this clause

39), in the following order of priority:

(a)in discharging any sums owing to the Agent, the Security Agent (other than pursuant to

clause 37.1 (Undertaking to pay) or clause 37.2 (Parallel debt)), any Receiver or any

Delegate;

(b)in discharging all costs and expenses incurred by any Finance Party (except any Ancillary

Lender) in connection with any realisation or enforcement of the Transaction Security taken

in accordance with the terms of this Agreement;

(c)in payment or distribution to the Agent on its own behalf and on behalf of the other Finance

Parties for application in accordance with clause 44.5 (Partial payments);

(d)in discharging all costs and expenses incurred by any Ancillary Lender pro rata in

connection with any realisation or enforcement of the Transaction Security taken in

accordance with the terms of this Agreement;

(e)if none of the Obligors is under any further actual or contingent liability under any Finance

Document, in payment or distribution to any person to whom the Security Agent is obliged

to pay or distribute in priority to any Obligor; and

(f)the balance, if any, in payment or distribution to the relevant Obligor.

39.2Security proceeds realised by other Finance Parties

Where a Finance Party (other than the Security Agent) is a party to a Security Document and

that Finance Party receives or recovers any amounts pursuant to the terms of that Security

Document or in connection with the realisation or enforcement of all or any part of the

Transaction Security which is the subject of that Security Document then, subject to the terms of

that Security Document and to the extent permitted by applicable law, such Finance Party shall

account to the Security Agent for those amounts and the Security Agent shall apply them in

accordance with clause 39.1 (Order of application) as if they were Recoveries for the purposes

of such clause or (if so directed by the Security Agent) shall apply those amounts in accordance

with clause 39.1 (Order of application).

39.3Investment of cash proceeds

Prior to the application of any Recoveries in accordance with clause 39.1 (Order of application)

the Security Agent may, in its discretion, hold:

(a)all or part of any Recoveries which are in the form of cash; and

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(b)any cash which is generated by holding, managing, exploiting, collecting, realising or

disposing of any proceeds of the Security Property which are not in the form of cash,

in one or more interest bearing suspense or impersonal accounts in the name of the Security

Agent with such financial institution (including itself) and for so long as the Security Agent shall

think fit (the interest being credited to the relevant account) pending the application from time to

time of those moneys in the Security Agent’s discretion in accordance with the provisions of this

clause 39.

39.4Currency conversion

(a)For the purpose of, or pending the discharge of, any of the Secured Obligations the

Security Agent may:

(i)convert any moneys received or recovered by the Security Agent from one

currency to another; and

(ii)notionally convert the valuation provided in any opinion or valuation from one

currency to another,

in each case at the Security Agent’s spot rate of exchange for the purchase of that other

currency with the currency in which the relevant moneys are received or recovered or the

valuation is provided in the London foreign exchange market at or about 11:00 am

(London time) on a particular day.

(b)The obligations of any Obligor to pay in the due currency shall only be satisfied:

(i)in the case of paragraph (a)(i) above, to the extent of the amount of the due

currency purchased after deducting the costs of conversion; and

(ii)in the case of paragraph (a)(ii) above, to the extent of the amount of the due

currency which results from the notional conversion referred to in that paragraph.

39.5Permitted Deductions

The Security Agent shall be entitled, in its discretion, (a) to set aside by way of reserve amounts

required to meet and (b) to make and pay, any deductions and withholdings (on account of

Taxes or otherwise) which it is or may be required by any law or regulation to make from any

distribution or payment made by it under this Agreement, and to pay all Taxes which may be

assessed against it in respect of any of the Charged Property, or as a consequence of

performing its duties or exercising its rights, powers, authorities and discretions, or by virtue of

its capacity as Security Agent under any of the Finance Documents or otherwise (other than in

connection with its remuneration for performing its duties under this Agreement).

39.6Good discharge

(a)Any distribution or payment to be made in respect of the Secured Obligations by the

Security Agent may be made to the Agent on behalf of the Finance Parties.

(b)Any distribution or payment made as described in paragraph (a) above shall be a good

discharge, to the extent of that payment or distribution, by the Security Agent to the extent

of that payment.

(c)The Security Agent is under no obligation to make the payments to the Agent under

paragraph (a) above in the same currency as that in which the Secured Obligations owing

to the relevant Finance Party are denominated pursuant to the relevant Finance Document.

39.7Calculation of amounts

For the purpose of calculating any person’s share of any amount payable to or by it, the Security

Agent shall be entitled to:

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(a)notionally convert the Secured Obligations owed to any person into a common base

currency (decided in its discretion by the Security Agent), that notional conversion to be

made at the spot rate at which the Security Agent is able to purchase the notional base

currency with the actual currency of the Secured Obligations owed to that person at the

time at which that calculation is to be made; and

(b)assume that all amounts received or recovered as a result of the enforcement or realisation

of the Security Property are applied in discharge of the Secured Obligations in accordance

with the terms of the Finance Documents under which those Secured Obligations have

arisen.

39.8Release to facilitate enforcement and realisation

(a)Each Finance Party acknowledges that, for the purpose of any enforcement action by the

Security Agent or a Receiver and/or maximising or facilitating the realisation of the Charged

Property, it may be desirable that certain rights or claims against an Obligor and/or under

certain of the Transaction Security, be released.

(b)Each other Finance Party hereby irrevocably authorises the Security Agent (acting on the

instructions of the Agent) to grant any such releases to the extent necessary to effect such

enforcement action and/or realisation including, to the extent necessary for such purpose,

to execute release documents in the name of and on behalf of the other Finance Parties.

(c)Where the relevant enforcement is by way of disposal of shares in the Borrower, the

requisite release may include releases of all claims (including under guarantees) of the

Finance Parties and/or the Security Agent against the Borrower and of all Security Interests

over its assets.

39.9Dealings with Security Agent

Each Finance Party shall deal with the Security Agent exclusively through the Agent.

39.10Agent’s dealings with Hedging Provider

The Agent shall not be under any obligation to act as agent or otherwise on behalf of any

Hedging Provider except as expressly provided for in, and for the purposes of, this Agreement.

39.11Disclosure between Finance Parties and Security Agent

Notwithstanding any agreement to the contrary, each of the Obligors consents, until the end of

the Facility Period, to the disclosure by any Finance Party to each other (whether or not through

the Agent or the Security Agent) of such information concerning the Obligors as any Finance

Party shall see fit.

39.12Notification of prescribed events

(a)If an Event of Default or Default either occurs or ceases to be continuing, the Agent shall,

upon becoming aware of that occurrence or cessation, notify the Security Agent.

(b)If the Security Agent enforces, or takes formal steps to enforce, any of the Transaction

Security it shall notify each other Finance Party of that action.

(c)If any Finance Party exercises any right it may have to enforce, or to take formal steps to

enforce, any of the Transaction Security it shall notify the Security Agent and the Security

Agent shall, upon receiving that notification, notify each other Finance Party of that action.

(d)If an Obligor defaults on any payment due under a Hedging Contract, the Hedging Provider

which is party to that Hedging Contract shall, upon becoming aware of that default, notify

the Security Agent and the Security Agent shall, upon receiving that notification, notify the

Agent.

(e)If a Hedging Provider terminates or closes-out, in whole or in part, any Hedging Transaction

under any Hedging Contract it shall notify the Security Agent and the Security Agent shall,

upon receiving that notification, notify the Agent.

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40Reference Banks

40.1Role of Reference Banks

(a)No Reference Bank is under any obligation to provide a quotation or any other information

to the Agent.

(b)No Reference Bank will be liable for any action taken by it under or in connection with any

Finance Document, or for any Reference Bank Quotation, unless directly caused by its

gross negligence or wilful misconduct.

(c)No Party (other than the relevant Reference Bank) may take any proceedings against any

officer, employee or agent of any Reference Bank in respect of any claim it might have

against that Reference Bank or in respect of any act or omission of any kind by that officer,

employee or agent in relation to any Finance Document, or to any Reference Bank

Quotation, and any officer, employee or agent of each Reference Bank may rely on this

clause 40 subject to clause 1.4 (Third party rights) and the provisions of the Third Parties

Act.

40.2Third party Reference Banks

A Reference Bank which is not a Party may rely on clause 40 (Role of Reference Banks),

paragraph (c) of clause 50.3 (Other exceptions) and clause 52 (Confidentiality of Funding Rates

and Reference Bank Quotations) subject to clause 1.4 (Third party rights) and the provisions of

the Third Parties Act.

41Finance Parties tax affairs

No provision of this Agreement will:

(a)interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in

whatever manner it thinks fit;

(b)oblige any Finance Party to investigate or claim any credit, relief, remission or repayment

available to it or the extent, order and manner of any claim; or

(c)oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise)

or any computations in respect of Tax.

42Finance Parties acting together

42.1Finance Parties acting together

(a)Notwithstanding clause 2.2 (Finance Parties’ rights and obligations), if the Agent makes a

declaration under clause 32.20 (Acceleration) or notifies the other Finance Parties that it

considers it is entitled to make such a declaration, the Agent shall, in the names of all the

Finance Parties, take such action on behalf of the Finance Parties and conduct such

negotiations with the Borrower and any Group Members and generally administer the

Facility in accordance with the wishes of the Majority Lenders. All the Finance Parties shall

be bound by the provisions of this clause and no Finance Party shall take action

independently against any Obligor or any of its assets without the prior consent of the

Majority Lenders.

(b)Paragraph (a) above shall not override clause 36 (Roles of Agent, Security Agent, Arranger

and Green Loan Advisor) as it applies to the Security Agent.

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43Sharing among the Finance Parties

43.1Payments to Finance Parties

(a)If a Finance Party (a Recovering Finance Party) receives or recovers any amount from

an Obligor other than in accordance with clause 44 (Payment mechanics) (a Recovered

Amount) and applies that amount to a payment due under the Finance Documents then:

(i)the Recovering Finance Party shall, within three Business Days, notify details of

the receipt or recovery, to the Agent;

(ii)the Agent shall determine whether the receipt or recovery is in excess of the

amount the Recovering Finance Party would have been paid had the receipt or

recovery been received or made by the Agent and distributed in accordance with

clause 44 (Payment mechanics), without taking account of any Tax which would be

imposed on the Agent in relation to the receipt, recovery or distribution; and

(iii)the Recovering Finance Party shall, within three Business Days of demand by the

Agent, pay to the Agent an amount (the Sharing Payment) equal to such receipt or

recovery less any amount which the Agent determines may be retained by the

Recovering Finance Party as its share of any payment to be made, in accordance

with clause 44.5 (Partial payments).

(b)Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary

Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

43.2Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and

distribute it between the Finance Parties (other than the Recovering Finance Party) (the

Sharing Finance Parties) in accordance with clause 44.5 (Partial payments) towards the

obligations of that Obligor to the Sharing Finance Parties.

43.3Recovering Finance Party’s rights

On a distribution by the Agent under clause 43.2 (Redistribution of payments) of a payment

received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and

the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing

Payment will be treated as not having been paid by that Obligor.

43.4Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party

becomes repayable and is repaid by that Recovering Finance Party, then:

(a)each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the

account of that Recovering Finance Party an amount equal to the appropriate part of its

share of the Sharing Payment (together with an amount as is necessary to reimburse that

Recovering Finance Party for its proportion of any interest on the Sharing Payment which

that Recovering Finance Party is required to pay) (the Redistributed Amount); and

(b)as between the relevant Obligor and each relevant Sharing Finance Party, an amount

equal to the relevant Redistributed Amount will be treated as not having been paid by that

Obligor.

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43.5Exceptions

(a)This clause 43 shall not apply to the extent that the Recovering Finance Party would not,

after making any payment pursuant to this clause, have a valid and enforceable claim

against the relevant Obligor.

(b)A Recovering Finance Party is not obliged to share with any other Finance Party any

amount which the Recovering Finance Party has received or recovered as a result of taking

legal or arbitration proceedings, if:

(i)it notified that other Finance Party of the legal or arbitration proceedings;

(ii)the taking legal or arbitration proceedings was in accordance with the terms of this

Agreement; and

(iii)that other Finance Party had an opportunity to participate in those legal or

arbitration proceedings but did not do so as soon as reasonably practicable having

received notice and did not take separate legal or arbitration proceedings.

43.6Ancillary Lenders

(a)This clause 43 shall not apply to any receipt or recovery by a Lender in its capacity as an

Ancillary Lender at any time prior to the Agent exercising any of its rights under

clause 32.20 (Acceleration).

(b)Following the exercise by the Agent of any of its rights under clause 32.20 (Acceleration),

this clause 43 shall apply to all receipts or recoveries by Ancillary Lenders.

Section 11 -  Administration

44Payment mechanics

44.1Payments to the Agent

(a)On each date on which an Obligor or a Lender is required to make a payment under a

Finance Document (other than a Hedging Contract), and excluding a payment under the

terms of an Ancillary Document, that Obligor or Lender shall make the same available to

the Agent (unless a contrary indication appears in a Finance Document) for value on the

due date at the time and in such funds specified by the Agent as being customary at the

time for settlement of transactions in the relevant currency in the place of payment.

(b)Payment shall be made to such account in the principal financial centre of the country of

that currency (or, in relation to euro, in a principal financial centre in such Participating

Member State or London, as specified by the Agent) and with such bank as the Agent, in

each case, specifies.

44.2Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall,

subject to clause 44.3 (Distributions to an Obligor) and clause 44.4 (Clawback and pre-funding)

be made available by the Agent as soon as practicable after receipt to the Party entitled to

receive payment in accordance with this Agreement (in the case of a Lender, for the account of

its Facility Office), to such account as that Party may notify to the Agent by not less than five

Business Days’ notice with a bank specified by that Party in the principal financial centre of the

country of that currency (or, in relation to euro, in the principal financial centre of a Participating

Member State or London, as specified by that Party).

44.3Distributions to an Obligor

The Agent may (with the consent of the Obligor or in accordance with clause 45 (Set-off)) apply

any amount received by it for that Obligor in or towards payment (on the date and in the

currency and funds of receipt) of any amount due from that Obligor under the Finance

Documents or in or towards purchase of any amount of any currency to be so applied.

44.4Clawback and pre-funding

(a)Where a sum is to be paid to the Agent under the Finance Documents for another Party,

the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any

related exchange contract) until it has been able to establish to its satisfaction that it has

actually received that sum.

(b)Unless paragraph (c) below applies, if the Agent pays an amount to another Party and it

proves to be the case that the Agent had not actually received that amount, then the Party

to whom that amount (or the proceeds of any related exchange contract) was paid by the

Agent shall on demand refund the same to the Agent together with interest on that amount

from the date of payment to the date of receipt by the Agent, calculated by the Agent to

reflect its cost of funds.

(c)If the Agent has notified the Lenders that it is willing to make available amounts for the

account of the Borrower before receiving funds from the Lenders then if and to the extent

that the Agent does so but it proves to be the case that it does not then receive funds from

a Lender in respect of a sum which it paid to the Borrower:

(i)the Agent shall notify the Borrower of that Lender’s identity and the Borrower shall

on demand refund it to the Agent; and

(ii)the Lender by whom those funds should have been made available or, if that

Lender fails to do so, the Borrower, shall on demand pay to the Agent the amount

(as certified by the Agent) which will indemnify the Agent against any funding cost

incurred by it as a result of paying out that sum before receiving those funds from

that Lender.

44.5Partial payments

(a)If the Agent receives a payment for application against amounts due in respect of any

Finance Documents that is insufficient to discharge all the amounts then due and payable

by an Obligor under those Finance Documents, the Agent shall apply that payment towards

the obligations of that Obligor under the Finance Documents in the following order:

(i)first, in or towards payment pro rata of any unpaid amount owing to the Agent, the

Security Agent or the Arrangers for their own account under those Finance

Documents;

(ii)secondly, in or towards payment to the Lenders pro rata of any amount owing to

the Lenders under clause 36.15 (Lenders’ indemnity to the Agent and others);

(iii)thirdly, in or towards payment to the Lenders and the Hedging Providers pro rata

in the following order of:

(A)first, any accrued interest, fee or commission or any net amount (excluding

termination sums or close-out payments in the case of the Hedging

Providers) due to them but unpaid under the Finance Documents;

(B)secondly, any principal (in the case of the Lenders) or any other net amount

(including termination sums or close-out payments in the case of the

Hedging Providers but without prejudice to clause 33.4 (Close out of

Hedging Contracts)) due to them but unpaid under this Agreement or any

Hedging Contract; and

(C)thirdly, any other sum due to them but unpaid under the Finance Documents;

(iv)fourthly, in or towards payment to the Ancillary Lenders pro rata of any due but

unpaid amounts under the Ancillary Facilities; and

(v)fifthly, in or towards payment pro rata of any other sum due but unpaid to the

Finance Parties under the Finance Documents.

(b)The Agent shall, if so directed by all the Lenders, each Hedging Provider and each Ancillary

Lender, vary the order set out in paragraphs (ii) to (v) of paragraph (a) above.

(c)Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

44.6No set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and

be made without (and free and clear of any deduction for) set-off or counterclaim.

44.7Business Days

(a)Any payment under the Finance Documents which is due to be made on a day that is not a

Business Day shall be made on the next Business Day in the same calendar month (if

there is one) or the preceding Business Day (if there is not).

(b)During any extension of the due date for payment of any principal or Unpaid Sum under

this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on

the original due date.

44.8Currency of account

(a)Subject to paragraphs (b) and (c) below, euro is the currency of account and payment for

any sum due from an Obligor under any Finance Document.

(b)A repayment of all or part of the Loan or an Unpaid Sum and each payment of interest shall

be made in euro on its due date.

(c)Each payment in respect of the amount of any costs, expenses or Taxes or other losses

shall be made in euro and, if they were incurred in a currency other than euro, the amount

payable under the Finance Documents shall be the equivalent in euro of the relevant

amount in such other currency on the date on which it was incurred.

(d)All moneys received or held by the Security Agent or by a Receiver under a Security

Document in a currency other than euro may be sold for euro and the Obligor which

executed that Security Document shall indemnify the Security Agent against the full cost in

relation to the sale. Neither the Security Agent nor such Receiver will have any liability to

that Obligor in respect of any loss resulting from any fluctuation in exchange rates after the

sale.

44.9Change of currency

(a)Unless otherwise prohibited by law, if more than one currency or currency unit are at the

same time recognised by the central bank of any country as the lawful currency of that

country, then:

(i)any reference in the Finance Documents to, and any obligations arising under the

Finance Documents in, the currency of that country shall be translated into, or paid

in, the currency or currency unit of that country designated by the Agent (after

consultation with the Borrower); and

(ii)any translation from one currency or currency unit to another shall be at the official

rate of exchange recognised by the central bank for the conversion of that currency

or currency unit into the other, rounded up or down by the Agent (acting

reasonably).

(b)If a change in any currency of a country occurs, this Agreement will, to the extent the Agent

(acting reasonably and after consultation with the Borrower) specifies to be necessary, be

amended to comply with any generally accepted conventions and market practice in the

Interbank Market and otherwise to reflect the change in currency.

44.10Disruption to payment systems etc.

If either the Agent determines (in its discretion) that a Disruption Event has occurred or the

Agent is notified by the Borrower that a Disruption Event has occurred:

(a)the Agent may, and shall if requested to do so by the Borrower, consult with the Borrower

with a view to agreeing with the Borrower such changes to the operation or administration

of the Facility as the Agent may deem necessary in the circumstances;

(b)the Agent shall not be obliged to consult with the Borrower in relation to any changes

mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the

circumstances and, in any event, shall have no obligation to agree to such changes;

(c)the Agent may consult with the Finance Parties in relation to any changes mentioned in

paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to

do so in the circumstances;

(d)any such changes agreed upon by the Agent and the Borrower shall (whether or not it is

finally determined that a Disruption Event has occurred) be binding upon the Parties as an

amendment to (or, as the case may be, waiver of) the terms of the Finance Documents

notwithstanding the provisions of clause 50 (Amendments and waivers);

(e)the Agent shall not be liable for any damages, costs or losses to any person, any

diminution in value or any liability whatsoever (including, without limitation for negligence,

gross negligence or any other category of liability whatsoever but not including any claim

based on the fraud of the Agent) arising as a result of its taking, or failing to take, any

actions pursuant to or in connection with this clause 44.10; and

(f)the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d)

above.

44.11Impaired Agent

(a)If, at any time, the Agent becomes an Impaired Agent, an Obligor or a Lender which is required

to make a payment under the Finance Documents to the Agent in accordance with clause 44.1

(Payments to the Agent) may instead either pay that amount direct to the required recipient or

pay that amount to an interest-bearing account held with an Acceptable Bank within the meaning

of paragraph (a) of the definition of Acceptable Bank and in relation to which no Insolvency

Event has occurred and is continuing, in the name of the Obligor or the Lender making the

payment and designated as a trust account for the benefit of the Party or Parties beneficially

entitled to that payment under the Finance Documents. In each case such payments must be

made on the due date for payment under the Finance Documents.

(b)All interest accrued on the amount standing to the credit of the trust account shall be for the

benefit of the beneficiaries of that trust account pro rata to their respective entitlements.

(c)A Party which has made a payment in accordance with clause 44.1 (Payments to the Agent)

shall be discharged of the relevant payment obligation under the Finance Documents and shall

not take any credit risk with respect to the amounts standing to the credit of the trust account.

(d)Promptly upon the appointment of a successor Agent in accordance with clause 36.17

(Replacement of the Agent), each Party which has made a payment to a trust account in

accordance with clause 44.1 (Payments to the Agent) shall give all requisite instructions to the

bank with whom the trust account is held to transfer the amount (together with any accrued

interest) to the successor Agent for distribution in accordance with clause 44.2 (Distributions by

the Agent).

45Set-off

45.1A Finance Party may set off any matured obligation due from an Obligor under the Finance

Documents (to the extent beneficially owned by that Finance Party) against any matured

obligation owed by that Finance Party to that Obligor, regardless of the place of payment,

booking branch or currency of either obligation. If the obligations are in different currencies, the

Finance Party may convert either obligation at a market rate of exchange in its usual course of

business for the purpose of the set-off.

46Notices

46.1Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be

made in writing and, unless otherwise stated, may be made by letter.

46.2Addresses

The address (and the department or officer, if any, for whose attention the communication is to

be made) of each Obligor or Finance Party for any communication or document to be made or

delivered under or in connection with the Finance Documents is:

(a)in the case of any Obligor, that identified with its name in Schedule 1 (The original parties)

or that identified with Guarantor A in Schedule 1 (The original parties);

(b)in the case of the Agent, the Security Agent and any other original Finance Party, that

identified with its name in Schedule 1 (The original parties); and

(c)in the case of each Lender, each Ancillary Lender or other Finance Party, that notified in

writing to the Agent on or prior to the date on which it becomes a Party in the relevant

capacity,

or, in each case, any substitute address, or department or officer as an Obligor or Finance Party

may notify to the Agent (or the Agent may notify to the other Finance Parties and the Obligors

who are Parties, if a change is made by the Agent) by not less than five Business Days’ notice.

46.3Delivery

(a)Any communication or document made or delivered by one person to another under or in

connection with the Finance Documents will only be effective if by way of letter, when it has

been left at the relevant address or five Business Days after being deposited in the post

postage prepaid in an envelope addressed to it at that address, and, if a particular

department or officer is specified as part of its address details provided under clause 46.2

(Addresses), if addressed to that department or officer.

(b)Any communication or document to be made or delivered to the Agent or Security Agent

will be effective only when actually received by the Agent or the Security Agent and then

only if it is expressly marked for the attention of the department or officer identified in

Schedule 1 (The original parties) (or any substitute department or officer as the Agent or

the Security Agent shall specify for this purpose).

(c)All notices from or to an Obligor shall be sent through the Agent.

(d)Any communication or document made or delivered to the Borrower in accordance with this

clause 46.3 will be deemed to have been made or delivered to each of the Obligors.

(e)Any communication or document which becomes effective, in accordance with paragraphs

(a) to (d) above, after 5.00 p.m. in the place of receipt shall be deemed only to become

effective on the following day.

46.4Notification of address

Promptly upon changing its address, the Agent shall notify the other Parties.

46.5Electronic communication

(a)Any communication or document to be made or delivered by one Party to another under or

in connection with the Finance Documents may be made or delivered by electronic mail or

other electronic means (including, without limitation, by way of posting to a secure website)

if those two Parties:

(i)notify each other in writing of their electronic mail address and/or any other

information required to enable the transmission of information by that means; and

(ii)notify each other of any change to their address or any other such information

supplied by them by not less than five Business Days’ notice.

(b)Any such electronic communication or document as specified in paragraph (a) above to be

made between an Obligor and a Finance Party may only be made in that way to the extent

that those two Parties agree that, unless and until notified to the contrary, this is to be an

accepted form of communication or delivery.

(c)Any such electronic communication or document as specified in paragraph (a) above made

or delivered by one Party to another will be effective only when actually received (or made

available) in readable form and, in the case of any electronic communication or document

made or delivered by a Party to the Agent, only if it is addressed in such a manner as the

Agent shall specify for this purpose.

(d)Any electronic communication or document which becomes effective, in accordance with

paragraph (c) above, after 5.00 p.m. in the place in which the Party to whom the relevant

communication or document is sent or made available has its address for the purpose of

this Agreement or any other Finance Document shall be deemed only to become effective

on the following day.

(e)Any reference in a Finance Document to a communication being sent or received or a

document being delivered shall be construed to include that communication or document

being made available in accordance with this clause 46.5.

46.6English language

(a)Any notice given under or in connection with any Finance Document must be in English.

(b)All other documents provided under or in connection with any Finance Document must be:

(i)in English; or

(ii)if not in English, and if so required by the Agent, accompanied by a certified English

translation and, in this case, the English translation will prevail unless the document

is a constitutional, statutory or other official document.

46.7Communication with Agent when Agent is Impaired Agent

If the Agent is an Impaired Agent the Parties may, instead of communicating with each other

through the Agent, communicate with each other directly and (while the Agent is an Impaired

Agent) all the provisions of the Finance Documents which require communications to be made

or notices to be given to or by the Agent shall be varied so that communications may be made

and notices given to or by the relevant parties directly. This provision shall not operate after a

replacement Agent has been appointed.

47Calculations and certificates

47.1Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance

Document, the entries made in the accounts maintained by a Finance Party are prima facie

evidence of the matters to which they relate.

47.2Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance

Document is, in the absence of manifest error, conclusive evidence of the matters to which it

relates.

47.3Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day

and is calculated on the basis of the actual number of days elapsed and a year of 360 days or,

in any case where the practice in the Interbank Market differs, in accordance with that market

practice.

48Partial invalidity

If, at any time, any provision of a Finance Document is or becomes illegal, invalid or

unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or

enforceability of the remaining provisions nor the legality, validity or enforceability of such

provision under the law of any other jurisdiction will in any way be affected or impaired.

49Remedies and waivers

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or

remedy under a Finance Document shall operate as a waiver of any such right or remedy or

constitute an election to affirm any Finance Document. No election to affirm any Finance

Document on the part of any Finance Party shall be effective unless it is in writing. No single or

partial exercise of any right or remedy shall prevent any further or other exercise or the exercise

of any other right or remedy. The rights and remedies provided in each Finance Document are

cumulative and not exclusive of any rights or remedies provided by law.

50Amendments and waivers

50.1Required consents

(a)Subject to clause 50.2 (All Lender matters) and clause 50.3 (Other exceptions), any term of

the Finance Documents may be amended or waived only with the consent of Guarantor A

(up to the Share Exchange Completion) or UK ListCo (on and from the Share Exchange

Completion)and the Agent (acting on the instructions of the Majority Lenders) and, if it

affects the rights and obligations of the Agent, the consent of the Agent, and any such

amendment or waiver will be binding on all the Finance Parties and other Obligors.

(b)The Agent may (or, in the case of the Security Documents, instruct the Security Agent to)

effect, on behalf of any Finance Party, any amendment or waiver permitted by this clause

50.

(c)Without prejudice to the generality of paragraphs (c), (d) and (e) of clause 36.11 (Rights

and discretions of the Agent and the Security Agent), the Agent may engage, pay for and

rely on the services of lawyers in determining the consent level required for and effecting

any amendment, waiver or consent under this Agreement.

(d)Each Obligor agrees to any such amendment or waiver permitted by this clause 50 which is

agreed to by Guarantor A (up to the Share Exchange Completion) or UK ListCo (on and

from the Share Exchange Completion). This includes any amendment or waiver which

would, but for this paragraph (d), require the consent of the Borrower.

(e)Amendments to or waivers in respect of any Finance Document may only be agreed in

writing.

50.2All Lender matters

Subject to clause 50.5 (Replacement of Screen Rate) an amendment, waiver or discharge or

release or a consent of, or in relation to, any term of any Finance Document that has the effect

of changing or which relates to:

(a)the definition of “Majority Lenders” in clause 1.1 (Definitions);

(b)the definition of “Last Availability Date” in clause 1.1 (Definitions);

(c)the definitions of “Green Asset Criteria”, “Green Assets”, “Green Finance Second Party

Opinion”, “Green Loan”, “Green Loan Compliance Certificate”, “Green Loan Information”,

“Green Loan Provisions” and “Green Loan Report” in clause 1.1 (Definitions);

(d)the definition of “Repeating Representations” in clause 1.1 (Definitions);

(e)an extension to the date of payment of any amount under the Finance Documents;

(f)a reduction in the Margin or a reduction in the amount of any payment of principal, interest,

fees or commission payable or the rate at which they are calculated;

(g)an increase in any Commitment or the Total Commitments;

(h)an extension of any period within which the Facility is available for Utilisation;

(i)any requirement that a cancellation of Commitments reduces the Commitments of the

Lenders rateably;                               

(j)a change to the Borrower or any other Obligor;

(k)clause 8.2 (Change of control) and the definition of “Change of Control” in clause 1.1

(Definitions);

(l)clause 1.7 (Sanctions – Restricted Lender), clause 20.32 (Sanctions), clause 20.35(c)

(Times when representations are made), clause 23.13 (Sanctions), paragraphs (b), (c) or

(d) of clause 25.16 (Lawful use) and any of the definitions of “Sanctioned Country”,

“Sanctions”, “Sanctions Advisory”, “Sanctions Authority”, “Sanctions List” and “Restricted

Party” in clause 1.1 (Definitions);

(m)any of the Green Loan Provisions;

(n)any provision which expressly requires the consent or approval of all the Lenders;

(o)clause 43 (Sharing among the Finance Parties);

(p)clause 2.2 (Finance Parties’ rights and obligations), clause 5.1 (Delivery of the Utilisation

Request), clause 8.1 (Illegality), clause 34 (Changes to the Lenders), clause 9.9

(Application of prepayments), this clause 50, clause 55 (Governing law) or clause 56.1

(Jurisdiction of English courts);

(q)the order of distribution under clause 39.1 (Order of application);

(r)the order of distribution under clause 44.5 (Partial payments) (unless clause 44.5(b) allows

the Majority Lenders to vary such order);

(s)the currency in which any amount is payable under any Finance Document;

(t)(other than as expressly permitted by the provisions of any Finance Document) the nature

or scope of:

(i)any guarantee and indemnity granted under any Finance Document (including the

Guarantee under clause 19 (Guarantee and indemnity));

(ii)the Charged Property; or

(iii)the manner in which the proceeds of enforcement of the Transaction Security are

distributed; or

(u)the release of any of the Transaction Security or any guarantee or other obligation or the

circumstances in which any of the Transaction Security or any guarantee or other

obligations under any Finance Document is permitted or required to be released under any

of the Finance Documents,

shall not be made, or given, without the prior consent of all the Lenders.

50.3Other exceptions

(a)Amendments to or waivers in respect of the Hedging Contracts may only be agreed by the

relevant Hedging Provider.

(b)Amendments to or waivers in respect of an Ancillary Facility may only be agreed by the

relevant Ancillary Lender.

(c)An amendment or waiver which relates to the rights or obligations of the Agent, the Security

Agent, any Hedging Provider, any Ancillary Lender, a Reference Bank or the Arrangers in

their respective capacities as such (and not just as a Lender) may not be effected without

the consent of the Agent, the Security Agent, the relevant Hedging Provider, that Ancillary

Lender, that Reference Bank or the Arrangers (as the case may be).

(d)Notwithstanding clauses 50.1 and 50.2 and paragraph (c) above, the Agent may make

technical amendments to the Finance Documents arising out of manifest errors on the face

of the Finance Documents, where such amendments would not prejudice or otherwise be

adverse to the interests of any Finance Party without any reference or consent of the

Finance Parties.

50.4Disenfranchisement of Defaulting Lenders

(a)For so long as a Defaulting Lender has any Commitment, in ascertaining (i) the Majority

Lenders or (ii) whether any given percentage (including, for the avoidance of doubt,

unanimity) of the Total Commitments under the Facility, or the agreement of any specified

group of Lenders, has been obtained to approve any request for a consent, waiver,

amendment or other vote under the Finance Documents, that Defaulting Lender’s

Commitment will be reduced by the amount of its Commitment and, to the extent that the

reduction results in that Defaulting Lender’s Commitment being zero and it has no

participation in the Loan, that Defaulting Lender shall be deemed not to be a Lender for the

purposes paragraphs (i) and (ii) above.

(b)For the purposes of this clause 50.4, the Agent may assume that the following Lenders are

Defaulting Lenders:

(i)any Lender which has notified the Agent that it has become a Defaulting Lender;

and

(ii)any Lender in relation to which it is aware that any of the events or circumstances

referred to in paragraphs (a), (b) or (c) of the definition of Defaulting Lender has

occurred, unless it has received notice to the contrary from the Lender concerned

(together with any supporting evidence reasonably requested by the Agent) or the

Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

50.5Replacement of Screen Rate

(a)Subject to clause 50.3 (Other exceptions), if a Screen Rate Replacement Event has

occurred, any amendment or waiver which relates to:

(i)providing for the use of a Replacement Benchmark in place of the Screen Rate;

and

(ii)any or all of the following:

(A)aligning any provision of any Finance Document (other than a Hedging

Contract) to the use of that Replacement Benchmark;

(B)enabling that Replacement Benchmark to be used for the calculation of

interest under this Agreement (including, without limitation, any

consequential changes required to enable that Replacement Benchmark to

be used for the purposes of this Agreement);

(C)implementing market conventions applicable to that Replacement

Benchmark;

(D)providing for appropriate fallback (and market disruption) provisions for that

Replacement Benchmark; or

(E)adjusting the pricing to reduce or eliminate, to the extent reasonably

practicable, any transfer of economic value from one Party to another as a

result of the application of that Replacement Benchmark (and if any

adjustment or method for calculating any adjustment has been formally

designated, nominated or recommended by the Relevant Nominating Body,

the adjustment shall be determined on the basis of that designation,

nomination or recommendation),

may be made with the consent of the Agent (acting on the instructions of the Majority

Lenders) and the Borrower.

(b)In this clause 50.5:

Relevant Nominating Body means any applicable central bank, regulator or other

supervisory authority or a group of them, or any working group or committee sponsored or

chaired by, or constituted at the request of, any of them or the Financial Stability Board.

Replacement Benchmark means:

(a)the euro short term rate (€STR); or

at the discretion of all the Lenders

(b)any other a reference rate which is:

(i)formally designated, nominated or recommended as the replacement for

the Screen Rate by:

(A)the administrator of the Screen Rate (provided that the market or economic

reality that such reference rate measures is the same as that measured by

that Screen Rate); or

(B)any Relevant Nominating Body,

and if replacements have, at the relevant time, been formally designated,

nominated or recommended under both paragraphs, the “Replacement

Benchmark” will be the replacement under paragraph (B) above;

(ii)in the opinion of the Majority Lenders and the Obligors, generally accepted

in the international or any relevant domestic syndicated loan markets as the

appropriate successor to the Screen Rate; or

(iii)in the opinion of the Majority Lenders and the Obligors, an appropriate

successor to the Screen Rate.

Screen Rate Replacement Event means, in relation to the Screen Rate:

(a)the methodology, formula or other means of determining the Screen Rate has, in the

opinion of the Majority Lenders and the Borrower materially changed;

(b)any of the following applies:

(i)either:

(A)the administrator of the Screen Rate or its supervisor publicly announces

that such administrator is insolvent; or

(B)information is published in any order, decree, notice, petition or filing,

however described, of or filed with a court, tribunal, exchange, regulatory

authority or similar administrative, regulatory or judicial body which

reasonably confirms that the administrator of the Screen Rate is insolvent,

provided that, in each case, at that time, there is no successor administrator

to continue to provide the Screen Rate;

(ii)the administrator of the Screen Rate publicly announces that it has ceased or will

cease, to provide the Screen Rate permanently or indefinitely and, at that time,

there is no successor administrator to continue to provide the Screen Rate;

(iii)the supervisor of the administrator of the Screen Rate publicly announces that such

Screen Rate has been or will be permanently or indefinitely discontinued;

(iv)the administrator of the Screen Rate or its supervisor announces that the Screen

Rate may no longer be used; or

(v)the supervisor of the administrator of that Screen Rate makes a public

announcement or publishes information:

(A)stating that the Screen Rate is no longer or, as of a specified future date will

no longer be, representative of the underlying market or economic reality that

it is intended to measure and that representativeness will not be restored (as

determined by such supervisor); and

(B)with awareness that any such announcement or publication will engage

certain triggers for fallback provisions in contracts which may be activated by

any such pre-cessation announcement or publication; or

(c)the administrator of the Screen Rate determines that the Screen Rate should be

calculated in accordance with its reduced submissions or other contingency or fallback

policies or arrangements and either:

(i)the circumstance(s) or event(s) leading to such determination are not (in the

opinion of the Majority Lenders and the Borrower) temporary; or

(ii)the Screen Rate is calculated in accordance with any such policy or arrangement

for a period of no less than 15 Business Days; or

(d)in the opinion of the Majority Lenders and the Borrower, the Screen Rate is otherwise no

longer appropriate for the purposes of calculating interest under this Agreement.

50.6Releases

Except with the approval of the Lenders and the Hedging Providers or for a release which is

expressly permitted or required by the Finance Documents, the Agent shall not have authority to

authorise the Security Agent to release (nor shall any Finance Party, unless so directed by the

Security Agent in accordance with clause 38.4 (Enforcement through Security Agent only),

release):

(a)any Charged Property from the Transaction Security; or

(b)any Obligor from any of its guarantee or other obligations under any Finance Document.

50.7Excluded Commitments

If any Lender fails to respond to a request for a consent, waiver, amendment of or in relation to

any term of any Finance Document (as relevant) or any other vote of Lenders under the terms of

this Agreement within 30 Business Days of that request being made (unless the Borrower and

the Agent agree to a longer time period in relation to any request):

(a)its Commitment or its participation in the Loan shall not be included for the purpose of

calculating the Total Commitments or the amount of the Loan when ascertaining whether

any relevant percentage (including, for the avoidance of doubt, unanimity) of Total

Commitments or the amount of the Loan has been obtained to approve that request; and

(b)its status as a Lender shall be disregarded for the purpose of ascertaining whether the

agreement of any specified group of Lenders has been obtained to approve that request.

51Confidential Information

51.1Confidential Information

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it

to anyone, save to the extent permitted by clause 51.2 (Disclosure of Confidential Information)

and clause 51.3 (Disclosure to numbering service providers), and to ensure that all Confidential

Information is protected with security measures and a degree of care that would apply to its own

confidential information.

51.2Disclosure of Confidential Information

Any Finance Party may disclose (without the consent of the Obligors) to such Finance Party’s

head office or to any of its Affiliates or Related Funds (such Affiliates and Related Funds, the

Permitted Parties) or to any of its or its Affiliates’ officers, directors or employees and any other

person:

(a)in the case of a Lender or Hedging Provider, to (or through) whom that Lender or Hedging

Provider assigns (or may potentially assign) all or any of its rights under the Finance

Documents;

(b)in the case of a Lender, to whom or for whose benefit that Finance Party charges, assigns

or otherwise creates a Security Interest (or may do so) pursuant to clause 34.10 (Security

over Lenders’ rights);

(c)in the case of a Lender or a Hedging Provider, with (or through) whom that Lender or that

Hedging Provider enters into (or may potentially enter into) any sub-participation in relation

to, or any other transaction under which payments are to be made by reference to, the

Finance Documents or any Obligor; or

(d)to whom information is required to be disclosed in connection with, and for the purposes of,

any litigation, arbitration, administrative or other investigations, proceedings or disputes; or

(e)to whom, and to the extent that, information is required, permitted or requested to be

disclosed by any court or tribunal of competent jurisdiction or any governmental, banking,

taxation or other regulatory authority or similar body, the rules of any relevant stock

exchange or pursuant to any applicable law or regulation,

and any Finance Party may disclose to any auditors, rating agencies or to its own or its

Permitted Parties’ professional advisers, auditors or brokers or insurers or potential reinsurance

brokers or direct or indirect credit protection providers and reinsurers or (with the consent of the

Borrower, or if an Event of Default has happened and is continuing, with the approval of the

Majority Lenders) to any other person, any information about any Obligor, the Group and the

Finance Documents as that Finance Party shall consider appropriate.

51.3Disclosure to numbering service providers

(a)Any Finance Party may disclose to any national or international numbering service provider

appointed by that Finance Party to provide identification numbering services in respect of

this Agreement, the Facility and/or one or more Obligors the following information:

(i)names of Obligors;

(ii)country of domicile of Obligors;

(iii)place of incorporation of Obligors;

(iv)date of this Agreement;

(v)clause 55 (Governing law);

(vi)the names of the Agent and the Arrangers;

(vii)date of each amendment and restatement of this Agreement;

(viii)amount of Total Commitments;

(ix)currency of the Facility;

(x)type of Facility;

(xi)ranking of Facility;

(xii)the term of the Facility;

(xiii)changes to any of the information previously supplied pursuant to paragraphs (i) to

(xii) above; and

(xiv)such other information agreed between such Finance Party and the Borrower,

to enable such numbering service provider to provide its usual syndicated loan numbering

identification services.

(b)The Parties acknowledge and agree that each identification number assigned to this

Agreement, the Facility and/or one or more Obligors by a numbering service provider and

the information associated with each such number may be disclosed to users of its services

in accordance with the standard terms and conditions of that numbering service provider.

(c)The Borrower represents that none of the information set out in paragraphs (i) to (xiv)

above is, nor will at any time be, unpublished price-sensitive information.

(d)The Agent shall notify the Borrower and the other Finance Parties of:

(i)the name of any numbering service provider appointed by the Agent in respect of

this Agreement, the Facility and/or one or more Obligors; and

(ii)the number or, as the case may be, numbers assigned to this Agreement, the

Facility and/or one or more Obligors by such numbering service provider.

51.4Disclosure of personal data

(a)If any Obligor provides the Finance Parties with personal data of any individual as required

by, pursuant to, or in connection with the Finance Documents, that Obligor represents and

warrants to the Finance Parties that it has, to the extent required by law:

(i)notified the relevant individual of the purposes for which data will be collected,

processed, used or disclosed;

(ii)obtained such individual’s consent for, and hereby consents on behalf of such

individual to, the collection, processing, use and disclosure of his/her personal data

by the Finance Parties,

(iii)    in each case, in accordance with or for the purposes of the Finance Documents,

and confirms that it is authorised by such individual to provide such consent on his/her

behalf.

(b)Each Obligor agrees and undertakes to notify the Agent promptly upon becoming aware of

the withdrawal by the relevant individual of his/her consent to the collection, processing,

use and/or disclosure by any Finance Party of any personal data provided by that Obligor

to any Finance Party.

(c)Any consent given pursuant to this Agreement in relation to personal data shall, subject to

all applicable laws and regulations, survive death, incapacity, bankruptcy or insolvency of

any such individual and the termination of this Agreement.

51.5Entire agreement

This clause 51 constitutes the entire agreement between the Parties in relation to the obligations

of the Finance Parties under the Finance Documents regarding Confidential Information and

supersedes any previous agreement, whether express or implied, regarding Confidential

Information.

51.6Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or

may be price-sensitive information and that the use of such information may be regulated or

prohibited by applicable legislation including securities law relating to insider dealing and market

abuse and each of the Finance Parties undertakes not to use any Confidential Information for

any unlawful purpose.

51.7Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the

Borrower:

(a)of the circumstances of any disclosure of Confidential Information made to any person to

whom information is required or requested to be disclosed by any court of competent

jurisdiction or any governmental, banking, taxation or other regulatory authority or similar

body or the rules of any relevant stock exchange or pursuant to any applicable law or

regulation pursuant to clause 51.2 (Disclosure of Confidential Information) except where

such disclosure is made to any such person during the ordinary course of its supervisory or

regulatory function; and

(b)upon becoming aware that Confidential Information has been disclosed in breach of this

clause 51.

51.8Continuing obligations

The obligations in this clause 51 are continuing and, in particular, shall survive and remain

binding on each Finance Party for a period of twelve months from the earlier of:

(a)the date on which all amounts payable by the Obligors under or in connection with the

Finance Documents have been paid in full and all Commitments have been cancelled or

otherwise cease to be available; and

(b)the date on which such Finance Party otherwise ceases to be a Finance Party.

52Confidentiality of Funding Rates and Reference Bank Quotations

52.1Confidentiality and disclosure

(a)The Agent and each Obligor agree to keep each Funding Rate (and, in the case of the

Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save

to the extent permitted by paragraphs (b), (c) and (d) below.

(b)The Agent may disclose:

(i)any Funding Rate (but not, for the avoidance of doubt, any Reference Bank

Quotation) to the Borrower pursuant to clause 10.5 (Notification of rates of interest);

and

(ii)any Funding Rate or any Reference Bank Quotation to any person appointed by it

to provide administration services in respect of one or more of the Finance

Documents to the extent necessary to enable such service provider to provide

those services if the service provider to whom that information is to be given has

entered into a confidentiality agreement substantially in the form of the LMA Master

Confidentiality Undertaking for Use With Administration/Settlement Service

Providers or such other form of confidentiality undertaking agreed between the

Agent and the relevant Lender or Reference Bank, as the case may be.

(c)The Agent may disclose any Funding Rate or any Reference Bank Quotation, and each

Obligor may disclose any Funding Rate, to:

(i)any of its Affiliates and any of its or their officers, directors, employees, professional

advisers, auditors, partners and representatives if any person to whom that

Funding Rate or Reference Bank Quotation is to be given pursuant to this

paragraph (i) is informed in writing of its confidential nature and that it may be

price-sensitive information except that there shall be no such requirement to so

inform if the recipient is subject to professional obligations to maintain the

confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise

bound by requirements of confidentiality in relation to it;

(ii)any person to whom information is required or requested to be disclosed by any

court of competent jurisdiction or any governmental, banking, taxation or other

regulatory authority or similar body, the rules of any relevant stock exchange or

pursuant to any applicable law or regulation if the person to whom that Funding

Rate or Reference Bank Quotation is to be given is informed in writing of its

confidential nature and that it may be price-sensitive information except that there

shall be no requirement to so inform if, in the opinion of the Agent or the relevant

Obligor, as the case may be, it is not practicable to do so in the circumstances;

(iii)any person to whom information is required to be disclosed in connection with, and

for the purposes of, any litigation, arbitration, administrative or other investigations,

proceedings or disputes if the person to whom that Funding Rate or Reference

Bank Quotation is to be given is informed in writing of its confidential nature and

that it may be price-sensitive information except that there shall be no requirement

to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may

be, it is not practicable to do so in the circumstances; and

(iv)any person with the consent of the relevant Lender or Reference Bank, as the case

may be.

(d)The Agent’s obligations in this clause 52 relating to Reference Bank Quotations are without

prejudice to its obligations to make notifications under clause 10.5 (Notification of rates of

interest) provided that (other than pursuant to paragraph (b)(i) above) the Agent shall not

include the details of any individual Reference Bank Quotation as part of any such

notification.

52.2Related obligations

(a)The Agent and each Obligor acknowledge that each Funding Rate (and, in the case of the

Agent, each Reference Bank Quotation) is or may be price-sensitive information and that

its use may be regulated or prohibited by applicable legislation including securities law

relating to insider dealing and market abuse and the Agent and each Obligor undertake not

to use any Funding Rate or, in the case of the Agent, any Reference Bank Quotation for

any unlawful purpose.

(b)The Agent and each Obligor agree (to the extent permitted by law and regulation) to inform

the relevant Lender or Reference Bank, as the case may be:

(i)of the circumstances of any disclosure made pursuant to clause 52.1(c)(ii)

(Confidentiality and disclosure) except where such disclosure is made to any of the

persons referred to in that paragraph during the ordinary course of its supervisory

or regulatory function; and

(ii)upon becoming aware that any information has been disclosed in breach of this

clause 52.

52.3No Event of Default

No Event of Default will occur under clause 32.5 (Other obligations) by reason only of an

Obligor’s failure to comply with this clause 52.

53Counterparts

Each Finance Document may be executed in any number of counterparts, and this has the

same effect as if the signatures on the counterparts were on a single copy of the Finance

Document.

54Contractual recognition of bail-in

Notwithstanding any other term of any Finance Document or any other agreement, arrangement

or understanding between the Parties, each Party (and any other Obligor who is a party to any

other Finance Document to which this clause is expressed by the terms of that other Finance

Document to apply) acknowledges and accepts that any liability of any Finance Party to another

Finance Party or to an Obligor 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:

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

(i)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;

(ii)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

(iii)a cancellation of any such liability; and

(b)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.

Section 12 -  Governing Law and Enforcement

55Governing law

This Agreement and any non-contractual obligations connected with it are governed by English

law.

56Enforcement

56.1Jurisdiction of English courts

(a)The courts of England have exclusive jurisdiction to settle any dispute arising out of or in

connection with this Agreement or any non-contractual obligations connected with it

(including a dispute regarding the existence, validity or termination of this Agreement) (a

Dispute).

(b)The Parties agree that the courts of England are the most appropriate and convenient

courts to settle Disputes and accordingly no Party will argue to the contrary.

(c)Notwithstanding paragraphs (a) and (b) above, no Finance Party shall be prevented from

taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent

allowed by law, the Finance Parties may take concurrent proceedings in any number of

jurisdictions.

56.2Service of process

Without prejudice to any other mode of service allowed under any relevant law, each Obligor

who is a Party (unless it is incorporated in England and Wales):

(a)irrevocably appoints the person named in Schedule 1 (The original parties) as that

Obligor’s English process agent as its agent for service of process in relation to any

proceedings before the English courts in connection with any Finance Document;

(b)agrees that failure by an agent for service of process to notify the relevant Obligor of the

process will not invalidate the proceedings concerned; and

(c)if any person appointed as process agent for an Obligor is unable for any reason to act as

agent for service of process, that Obligor must immediately (and in any event within ten

days of such event taking place) appoint another agent on terms acceptable to the Agent.

Failing this, the Agent may appoint another agent (including Saville & Co Scrivener

Notaries, Cheeswrights LLP and The Law Debenture Corporation p.l.c. or any of their

Affiliates providing such professional service) for this purpose.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

Schedule 1

The original parties

Borrower

Name of Borrower:	Wind Keeper Limited
Jurisdiction of incorporation:	England
Registered office:	South Denes Business Park South Beach Parade Great Yarmouth Norfolk, NR30 3QR United Kingdom
Registered number:	14849532
Shareholder of Borrower:	Guarantor B

Guarantor A

Name of Guarantor A:	Cadeler A/S
Jurisdiction of incorporation:	Denmark
Registered office:	Kalvebod Brygge 43 1560 Copenhagen V Denmark
Registered number:	31180503

Guarantor B

Name of Guarantor B:	Cadeler International Limited
Jurisdiction of incorporation:	England
Registered office:	South Denes Business Park South Beach Parade Great Yarmouth Norfolk, NR30 3QR United Kingdom
Registered number:	7964749

Guarantor C

Name of Guarantor C:	Cadeler Holdings Limited
Jurisdiction of incorporation:	England
Registered office:	South Denes Business Park South Beach Parade Great Yarmouth Norfolk, NR30 3QR United Kingdom
Registered number:	7964020

Guarantor D

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Name of Guarantor C:	Cadeler UK Limited
Jurisdiction of incorporation:	England
Registered office:	South Denes Business Park South Beach Parade Great Yarmouth Norfolk, NR30 3QR United Kingdom
Registered number:	6106237

Obligor process agent

Name:	Cadeler International Limited
Registered office:	South Denes Business Park South Beach Parade Great Yarmouth Norfolk, NR30 3QR United Kingdom

Obligor address for service of notices

Address:	Kalvebod Brygge 43 1560 Copenhagen V Denmark
Email:	[REDACTED]
Attention:	[REDACTED]

Original Lenders and their Commitments

Name of Original Commercial Lender	Facility Office and notice details	Commitment (€)	Treaty Passport scheme reference number and jurisdiction of tax residence (if applicable)
DNB Bank ASA	Dronning Eufemias Gate 30 0191, Oslo Norway Attention: Loan Admin Corporate E-mail Address: [REDACTED]	45,000,000	58/D/305668/ DTTP (Norway)
KFW IPEX- BANK GMBH	Palmengartenstraße 5-9 60325 Frankfurt am Main Germany Attention (documentation / credit matters): [REDACTED] Attention (loan administrative purposes): [REDACTED]	45,000,000	7/K/333018/ DTTP
SPAREBANK 1 SØR-NORGE ASA	Address: P.O. Box 250 N-4068 Stavanger Norway Attention: Loan Administration [REDACTED]	35,000,000	58/S/360918/ DTTP (Norway)
Total Commitments:		125,000,000

The Agent

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Name:	DNB Bank ASA
Facility office and notice details	Dronning Eufemias Gate 30 0191, Oslo Norway Attention: Agency Syndicated Loans E-mail Address: [REDACTED]

The Security Agent

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Name:	DNB Bank ASA
Facility office and notice details	Dronning Eufemias Gate 30 0191, Oslo Norway Attention: Agency Syndicated Loans E-mail Address: [REDACTED]

The Arrangers

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Name:	DNB Bank ASA
Facility office and notice details	Dronning Eufemias Gate 30 0191, Oslo Norway Attention: Loan Admin Corporate E-mail Address: [REDACTED]

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Name:	KfW IPEX-Bank GmbH
Facility office and notice details	Palmengartenstraße 5-9 60325 Frankfurt am Main Germany Attention (documentation / credit matters): [REDACTED] Attention (loan administrative purposes): [REDACTED]

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Name:	SpareBank 1 Sør-Norge ASA
Facility office and notice details	P.O. Box 250 N-4068 Stavanger Norway Attention: Loan Administration [REDACTED]

The Green Loan Advisor

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Name:	DNB Bank ASA
Facility office and notice details	Dronning Eufemias Gate 30 0191, Oslo Norway Attention: Loan Admin Corporate E-mail Address: [REDACTED]

The Original Hedging Providers

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Name:	DNB Bank ASA
Facility office and notice details	Dronning Eufemias Gate 30 0191, Oslo Norway Email address: [REDACTED]
Name:	SpareBank 1 Sør-Norge ASA
Facility office and notice details	Address: Christen Tranes gate 35 4007 Stavanger Norway Attention: Loan Administration [REDACTED]
Name:	KfW IPEX-Bank GmbH
Facility office and notice details	Address: Palmengartenstraße 5-9 60325 Frankfurt am Main Germany Attention (documentation / credit matters): [REDACTED]

The Account Bank

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Name:	DNB Bank ASA
Address:	Dronning Eufemias Gate 30 0191, Oslo Norway

Schedule 2

Ship information

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Ship
Name:	BO QIANG 3060 (tbr Wind Keeper)
Owner of Ship:	Wind Keeper Limited
Flag State:	The Republic of the Marshall Islands
IMO Number:	9972749
Classification:	CSA: Self-elevating Crane Unit / Offshore Wind Turbine Service Unit; HELDK; Loading Computer, (I); Lifting Appliance; PSPC(B); Ice Class B; IWS CSM: DP-2; Self-Propelled; AUT-0; G-ECO(BWM(T),VIB1,NOI1)
Classification Society:	American Bureau of Shipping
Major Casualty Amount:	€2,000,000
Initial Bareboat Charter description	Reference is made to the Initial Bareboat Charter between the Borrower and Guarantor D the form of which shall be delivered by the Borrower to the Agent prior to the delivery of the Utilisation Request relating to the Ship under this Agreement to the Agent.
Initial Charter and Initial Charterer description	Reference is made to the Initial Charter and the timeline and particulars of employment dated on or around the date of this Agreement delivered by the Obligors’ Agent to the Agent prior to the date of this Agreement, detailing the scheduled delivery or commissioning of the Ship under the Initial Charter.

Schedule 3

Conditions precedent

Part 1

Initial conditions precedent

1Original Obligors’ corporate documents

(a)A copy of the Constitutional Documents of each Original Obligor.

(b)A copy of a resolution of the board of directors of each Original Obligor (or, if applicable,

any committee of such board empowered to approve and authorise the following matters):

(i)approving the terms of, and the transactions contemplated by, the Finance

Documents to which it is a party (its Relevant Documents) and resolving that it

execute, deliver and perform the Relevant Documents to which it is a party;

(ii)authorising a specified person or persons to execute its Relevant Documents on its

behalf; and

(iii)authorising a specified person or persons, on its behalf, to sign and/or despatch all

documents and notices (including, if relevant, the Utilisation Request and any

Selection Notice) to be signed and/or despatched by it under or in connection with

its Relevant Documents.

(c)If applicable, a copy of a resolution of the board of directors of the relevant company,

establishing any committee referred to in paragraph (b) above and conferring authority on

that committee.

(d)A specimen of the signature of each person authorised by the resolution referred to in

paragraph (b) above in relation to its Relevant Documents and related documents.

(e)If applicable, a copy of a resolution signed by all the holders of the issued shares in each

Original Obligor (other than Guarantor A), approving the terms of, and the transactions

contemplated by, its Relevant Documents.

(f)A certificate of each Original Obligor (signed by an authorised signatory) confirming that

borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not

cause any borrowing, guarantee, security or similar limit binding on any Original Obligor

(as applicable) to be exceeded.

(g)A copy of any power of attorney under which any person is appointed by any Original

Obligor to execute any of its Relevant Documents on its behalf.

(h)A copy of a certificate of no winding-up order in respect of the Borrower.

(i)A certificate of an authorised signatory of each relevant Original Obligor certifying that

each copy document relating to it specified in this Part of this Schedule is correct,

complete and in full force and effect and has not been amended or superseded as at a

date no earlier than the date of this Agreement and that any such resolutions or power of

attorney have not been revoked.

2Legal opinions

The following legal opinions, each addressed to the Agent, the Security Agent, the Original

Lenders and the Original Hedging Providers, substantially in the form distributed to the Original

Lenders and the Original Hedging Providers and approved by the Agent prior to signing this

Agreement and capable of being relied upon by any persons who become Lenders or Hedging

Providers pursuant to the primary syndication of the Facility:

(a)a legal opinion of Norton Rose Fulbright LLP on matters of English law;

(b)a legal opinion of Moalem Weitemeyer Advokatpartnerselskab on matters of Danish law;

(c)legal opinion of Advokatfirmaet Wiersholm AS on matters of Norwegian law; and

(d)such other opinions or confirmations from relevant legal counsel selected by the Agent in

respect of any matters in relation to this Agreement as the Agent shall deem necessary or

desirable.

3Other documents and evidence

(a)Evidence that any process agent referred to in clause 56.2 (Service of process) or any

equivalent provision of any other Finance Document entered into on or around the date of

this Agreement, has accepted its appointment.

(b)A copy of any other Authorisation or other document, opinion or assurance which the

Agent considers to be necessary or desirable (if it has notified the Borrower accordingly)

in connection with the entry into and performance of the transactions contemplated by

any Finance Document or for the validity and enforceability of any Finance Document

provided that such Authorisation or other document, opinion or assurance is requested at

least five Business Days prior to the date on which the Utilisation Request is delivered by

the Borrower to the Agent pursuant to clause 5.1 (Delivery of the Utilisation Request).

(c)The Original Financial Statements.

(d)The Fee Letters duly executed and evidence that the fees, commissions, costs and

expenses then due from the Borrower pursuant to clause 13 (Fees) and clause 18 (Costs

and expenses) have been paid or will be paid by the Utilisation Date.

4People with Significant Control (PSC) regime

In respect of any Obligor incorporated in the United Kingdom, either:

(a)a certificate of an authorised signatory of the relevant Obligor certifying that:

(i)each Group Member has complied within the relevant timeframe with any notice it

has received pursuant to Part 21A of the Companies Act 2006 from that Obligor;

and

(ii)no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B

of the Companies Act 2006) has been issued in respect of its shares,

together with a copy of the “PSC register” (within the meaning of section 790C(10) of the

Companies Act 2006) of the relevant Obligor, which is certified by an authorised signatory

of the relevant Obligor to be correct, complete and not amended or superseded as at a

date no earlier than the date three Business Days before the date of this Agreement; or

(b)a certificate of an authorised signatory of the relevant Obligor certifying that it is not

required to comply with Part 21A of the Companies Act 2006.

5Hedging Master Agreement and Hedging Contract Security

If the Borrower elects to enter into a Hedging Master Agreement pursuant to clause 31.2

(Hedging), evidence that:

(a)the Hedging Master Agreement has been executed by the Borrower and the Hedging

Provider, if applicable;

(b)the Borrower has executed the Hedging Contract Security;

(c)any notice required to be given to the Hedging Provider under the Hedging Contract

Security has been given to it and acknowledged by it in the manner required by the

Hedging Contract Security; and

(d)duly executed notices of assignment and acknowledgements of those notices as required

by any of the above Security Documents.

6“Know your customer” information

Such documentation and information as any Finance Party may reasonably request through the

Agent to comply with “know your customer” or similar identification procedures under all laws

and regulations applicable to that Finance Party.

7Ancillary Facilities

A copy of any facility agreement entered into pursuant to clause 6 (Ancillary Facilities) between

the Borrower and an Ancillary Lender duly executed by the Borrower, constituting an Ancillary

Facility.

Part 2

Conditions precedent before Utilisation

1Corporate documents

(a)A certificate of an authorised signatory of the Borrower certifying that each copy

document relating to it specified in Part 1 of this Schedule remains correct, complete and

in full force and effect as at a date no earlier than a date approved for this purpose and

that any resolutions or power of attorney referred to in Part 1 of this Schedule in relation

to it have not been revoked or amended (or, to the extent that there have been any

changes to such copy documents, the documents listed in paragraph 1 of Part 1 of this

Schedule).

(b)A certificate of an authorised signatory of each other Original Obligor which is party to any

of the Original Security Documents required to be executed on or before Utilisation

certifying that each copy document relating to it specified in Part 1 of this Schedule

remains correct, complete and in full force and effect as at a date no earlier than a date

approved for this purpose and that any resolutions or power of attorney referred to in Part

1 of this Schedule in relation to it have not been revoked or amended (or, to the extent

that there have been any changes to such copy documents, the documents listed in

paragraph 1 of Part 1 of this Schedule).

(c)If the Flag State in respect of the Ship is the Republic of the Marshall Islands, a Certificate

of Goodstanding issued by the Registrar of Corporations of the Republic of the Marshall

Islands in respect of the status of the Borrower as a Foreign Maritime Entity (or any

equivalent certificate of goodstanding required by any other applicable Flag State).

2Bank accounts

Evidence that any Account required to be established under clause 29 (Bank accounts) has

been opened and established, that any Account Security in respect of each such Account has

been executed and delivered by the relevant Account Holder(s) and that any notice required to

be given to an Account Bank under that Account Security has been given to it and

acknowledged by it in the manner required by that Account Security.

3Share Security

Duly executed and dated copies of the Share Security, together with all duly executed notices,

acknowledgments, letters, transfers, certificates and other documents required to be delivered

thereunder.

4Security

(a)The Mortgage, the General Assignment and (if applicable) the Deed of Covenant in

respect of the Ship duly executed by the Borrower.

(b)The General Assignment in respect of the executed by the relevant Bareboat Charterer.

(c)Duly executed notices of assignment (including notices of assignment of the Earnings or,

with respect to the Initial Charter for which a Quiet Enjoyment Agreement is to be entered

into, all the rights under the Initial Charter, subject to the terms of clause 24.8(e)(ii)

(Chartering)) and (on a reasonable efforts basis, unless such notice relates to an

assignment of a Bareboat Charter or any charter commitment for which a Quiet

Enjoyment Agreement is to be entered into where the Ship has already been delivered

under such charter commitment) acknowledgements of those notices as required by any

of the above Security Documents, provided that no notices should be given in respect of

a charter commitment or any guarantee in respect of such charter commitment (as

applicable) if such charter commitment is not a Charter (and such guarantee is not a

Charter Guarantee) or if an assignment would be in conflict with the relevant charter

commitment or guarantee (but without prejudice to the provisions of clause 24.8(e)

(Chartering)).

(d)A Subordination Deed, if and to the extent required under the provisions of 30.3 (Financial

Indebtedness) or 30.5 (Loans and credit) on account of any Financial Indebtedness

incurred by the Borrower.

(e)Each Quiet Enjoyment Agreement required as a condition to the granting of the Mortgage

over the Ship or under any charter commitment for the Ship and/or the assignment of any

rights under any charter commitment for the Ship, where the Ship is to be delivered under

such charter commitment on or has been delivered prior to the Utilisation Date, duly

executed by the Borrower or, as applicable, Bareboat Charterer, the Security Agent and

the relevant charterer (the Borrower hereby representing that no such charter

commitment exists at the relevant time for the Ship).

5Delivery and registration of Ship

Evidence that the Ship:

(a)is (or will upon the release of the proceeds of the Utilisation be) legally and beneficially

owned by the Borrower and registered in the name of the Borrower free from any Security

Interests (other than the Security Interests created under the Finance Documents)

through the relevant Registry as a ship under the laws and flag of the relevant Flag State;

(b)is classed with the relevant Classification free of overdue requirements and overdue

recommendations of the relevant Classification Society affecting class (including by way

of an interim class certificate);

(c)is insured in the manner required by the Finance Documents;

(d)has been delivered to, and accepted for service by, the Bareboat Charterer under the

relevant Bareboat Charter;

(e)is free of any charter commitment (other than a Bareboat Charter and the Initial Charter)

which would require approval under the Finance Documents; and

(f)is not subject to any prior registration (other than through the relevant Registry in the

relevant Flag State) or that any prior registration has been or will (within such period as

may be approved) be cancelled.

6Mortgage registration

Evidence that the Mortgage in respect of the Ship has been (or will upon the release of the

proceeds of the Utilisation be) registered against the Ship through the relevant Registry under

the laws and flag of the relevant Flag State.

7Legal opinions

The following further legal opinions, each addressed to the Agent, the Security Agent, the

Original Lenders and the Original Hedging Providers, substantially in the form distributed to the

Original Lenders and the Original Hedging Providers and approved by the Agent prior to signing

this Agreement in relation to Security Documents for the Ship and capable of being relied upon

by any persons who become Lenders or Hedging Providers pursuant to the primary syndication

of the Facility:

(a)a legal opinion of Norton Rose Fulbright LLP on matters of English law;

(b)a legal opinion of Moalem Weitemeyer Advokatpartnerselskab on matters of Danish law;

(c)legal opinion of Advokatfirmaet Wiersholm AS on matters of Norwegian law;

(d)a legal opinion from legal counsel on matters of law of the relevant Flag State of the Ship;

and

(e)such other opinions or confirmations from relevant legal counsel selected by the Agent in

respect of any matters in relation to this Agreement as the Agent shall deem necessary or

desirable.

8Insurance

In relation to the Ship’s Insurances:

(a)an opinion from insurance consultants appointed by the Agent on such Insurances;

(b)evidence that such Insurances have been placed in accordance with clause 26

(Insurance); and

(c)evidence that approved brokers, insurers and/or associations have issued or will issue

letters of undertaking (including fleet premium lien waivers) in favour of the Security Agent

in an approved form in relation to the Insurances provided the same is requested at least

5 Business Days prior to the date on which the Utilisation Request is delivered.

9ISM and ISPS Code

Copies of:

(a)the document of compliance issued in accordance with the ISM Code to the person who

is the operator of the Ship for the purposes of that code; and

(b)if so requested by the Agent no later than 5 Business Days prior to the date on which the

Utilisation Request is delivered by the Borrower (or the Obligors’ Agent on its behalf), any

other certificates issued under any applicable code required to be observed by the Ship or

in relation to its operation under any applicable law.

10Value of security

Valuations of the Ship obtained (not more than 60 days before the Utilisation Date) in

accordance with clause 27 (Minimum security value) showing that the Security Value at the

relevant time will be not less than 140 per cent of the amount of the Loan and Ancillary

Commitments upon execution of the Security Documents specified in paragraph 4 (Security) of

this Part 2 of this Schedule.

11Fees and expenses

Evidence that the fees, commissions, costs and expenses then due from the Borrower pursuant

to clause 13 (Fees) and clause 18 (Costs and expenses) have been paid or will be paid by the

Utilisation Date.

12Inventory of Hazardous Materials

A copy of the certificate being the document listing all the potentially hazardous materials on

board the Ship.

13Initial Bareboat Charter

In relation to the Ship’s Initial Bareboat Charter, a copy of such Initial Bareboat Charter executed

by all parties to it (i) evidencing that the Initial Bareboat Charterer and the terms of such Initial

Bareboat Charter reflect the terms of the form of Initial Bareboat Charter provided to the Agent

as described in Schedule 2 (Ship information) and, providing for charter hire which, for the entire

tenor of the same, is not less than the Minimum Bareboat Charter Hire or (ii) in such form and

substance acceptable to the Majority Lenders.

14Initial Charter

In relation to the Ship’s Initial Charter:

(a)a description of the main terms of the Initial Charter; and

(b)a copy of the timeline and particulars of employment provided to the Agent prior to the

date of this Agreement and as described in Schedule 2 (Ship information) (updated to the

extent that there have been any changes to such timeline and particulars of employment)

certified by an approved person as being a true and complete copy as at a date no earlier

than a date approved for this purpose.

15Management

Where a manager of the Ship has been approved in accordance with clause 24.4 (Manager), a

copy, certified by an approved person to be a true and complete copy, of the Management

Agreement relating to the Ship in form and substance in all respects approved.

16Process Agent

Evidence that any process agent of any Obligor referred to in any provision of any Finance

Document to be entered into under this Part 2 has accepted its appointment.

17People with Significant Control (PSC) regime

In respect of any Obligor incorporated in the United Kingdom, either:

(a)a certificate of an authorised signatory of the relevant Obligor certifying that:

(i)each Group Member has complied within the relevant timeframe with any notice it

has received pursuant to Part 21A of the Companies Act 2006 from that Obligor;

and

(ii)no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B

of the Companies Act 2006) has been issued in respect of its shares,

together with a copy of the “PSC register” (within the meaning of section 790C(10) of the

Companies Act 2006) of the relevant Obligor, which is certified by an authorised signatory

of the relevant Obligor to be correct, complete and not amended or superseded as at a

date no earlier than the date three Business Days before the proposed Utilisation Date; or

(b)a certificate of an authorised signatory of the relevant Obligor certifying that it is not

required to comply with Part 21A of the Companies Act 2006.

18Existing Indebtedness

Evidence:

(a)in all respects satisfactory to the Agent that all of the Existing Indebtedness has been, or

will be immediately following the Utilisation, repaid in full, and that any undrawn or

available commitments in relation to it have been cancelled; and

(b)that all Security Interests created by the Borrower or any other Obligor securing the

Existing Indebtedness have been duly discharged and/or, as the case may be, re-

assigned.

Part 3

Conditions subsequent

1Security

No later than the date falling ten Business Days prior to delivery of the Ship to the relevant

charterer:

(a)duly executed acknowledgements of any notice of assignment as required pursuant to

paragraph 4 of Part 2 of Schedule 3 (Conditions precedent); and

(b)each Quiet Enjoyment Agreement required as a condition to the Mortgage and/or the

assignment of rights under a charter commitment, in respect of any charter commitment

in place at the time of Utilisation, duly executed by all parties thereto.

Part 4

Conditions precedent for Additional Guarantors

1An Accession Deed duly executed by the relevant Additional Guarantor and Guarantor A (until

the Share Exchange Acceptance and including for the purposes of the accession by UK ListCo

to the Facilities Agreement) and UK ListCo (on and from the Share Exchange Acceptance, but

excluding for the purposes of the accession by UK ListCo to the Facilities Agreement).

2A copy of the Constitutional Documents of the relevant Additional Guarantor.

3A copy of a resolution of the board of directors of the relevant Additional Guarantor:

(a)approving the terms of, and the transactions contemplated by, the Accession Deed and

the Finance Documents and resolving that it execute, deliver and perform the Accession

Deed and any other Finance Document to which it is party;

(b)authorising a specified person or persons to execute the Accession Deed and other

Finance Documents on its behalf;

(c)authorising a specified person or persons, on its behalf, to sign and/or despatch all other

documents and notices to be signed and/or despatched by it under or in connection with

the Finance Documents to which it is a party; and

(d)authorising Guarantor A  (until the Share Exchange Completion) or UK ListCo (on and

from the Share Exchange Completion) to act as its agent in connection with the Finance

Documents.

4A specimen of the signature of each person authorised by the resolution referred to in paragraph

3 above.

5If applicable, a copy of a resolution signed by all the holders of the issued shares in the relevant

Additional Guarantor, approving the terms of, and the transactions contemplated by, the

Accession Deed and the Finance Documents.

6A certificate of the relevant Additional Guarantor (signed by an authorised signatory) confirming

that guaranteeing or securing, as appropriate, the Total Commitments would not cause any

guarantee, security or similar limit binding on it to be exceeded.

7A certificate of an authorised signatory of the relevant Additional Guarantor certifying that each

copy document listed in this Part 4 of Schedule 3 (Conditions precedent) in respect of the

Additional Guarantor is correct, complete and in full force and effect and has not been amended

or superseded as at a date no earlier than the date of the Accession Deed.

8A copy of any other Authorisation or other document, opinion or assurance which the Agent

considers to be necessary or desirable in connection with the entry into and performance of the

transactions contemplated by the Accession Deed or for the validity and enforceability of any

Finance Document.

9If available, the latest audited financial statements of the relevant Additional Guarantor.

10The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders:

(a)A legal opinion of Norton Rose Fulbright LLP, legal advisers to the Agent in England, as to

English law in the form distributed to the Lenders and the Agent prior to signing the

Accession Deed.

(b)A legal opinion of the legal advisers to the Agent in the jurisdiction of incorporation of the

relevant Additional Guarantor and the jurisdiction of the governing law of each Finance

Document to which it is a party (an Applicable Jurisdiction) as to the law of each

Applicable Jurisdiction and in the form distributed to the Lenders and the Agent prior to

signing the Accession Deed.

11If the relevant Additional Guarantor is incorporated in a jurisdiction other than England and

Wales, evidence that the process agent specified in clause 56.2 (Service of process), if not an

Obligor, has accepted its appointment in relation to that Additional Guarantor.

12Any Finance Documents which are required by the Agent to be executed by the relevant

Additional Guarantor.

13Such documentary evidence as legal counsel to the Agent may require, that the relevant

Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance

or analogous process.

Part 5

Utilisation Request

From:[Wind Keeper Limited]

[Cadeler A/S]

To:[DNB Bank ASA as Agent]

Dated:[]

Dear Sirs

Facility Agreement for a Green

Term Loan Facility of up to €125,000,000 dated [●] 2025 (the Facility Agreement)

1We refer to the Facility Agreement. This is the Utilisation Request. Terms defined in the Facility

Agreement have the same meaning in this Utilisation Request unless given a different meaning

in this Utilisation Request.

2We wish to borrow the Loan under the Facility on the following terms:

Table Link Similar Tables Download CSV

Proposed Utilisation Date:	[] (or, if that is not a Business Day, the next Business Day)
Amount:	€[]

3The purpose of this Loan is [specify purpose complying with clause 3 (Purpose) of the Facility

Agreement] [and its proceeds should be credited to [●] [specify account]].

4We confirm that each condition specified in clause 4.3 (Further conditions precedent) of the

Facility Agreement is satisfied on the date of this Utilisation Request.

5We request that the first Interest Period for this Loan be [3] Months.

6This Utilisation Request is irrevocable and cannot be varied without the prior written

consent of the Majority Lenders.

Yours faithfully

[…………………………………

authorised signatory for

Wind Keeper Limited]

[…………………………………

authorised signatory for

Cadeler A/S]

Schedule 4

Selection Notice

From:Wind Keeper Limited

To:[DNB Bank ASA as Agent]

Dated:[]

Dear Sirs

Facility Agreement for Green

Term Loan Facility of up to €125,000,000 dated [●] 2025 (the Facility Agreement)

1We refer to the Facility Agreement. This is a Selection Notice. Terms defined in the Facility

Agreement have the same meaning in this Selection Notice unless given a different meaning in

this Selection Notice.

2We request that the next Interest Period for this Loan to be [●] Months.

3This Selection Notice is irrevocable.

Yours faithfully

…………………………………

authorised signatory for

Wind Keeper Limited

Schedule 5

Original Schedule of Repayment Amounts

Table Link Similar Tables Download CSV

First	€3,289,473.70
Second	€3,289,473.70
Third	€3,289,473.70
Fourth	€3,289,473.70
Fifth	€3,289,473.70
Sixth	€3,289,473.70
Seventh	€3,289,473.70
Eighth	€3,289,473.70
Ninth	€3,289,473.70
Tenth	€3,289,473.70
Eleventh	€3,289,473.70
Twelfth	€3,289,473.70
Thirteenth	€3,289,473.70
Fourteenth	€3,289,473.70
Fifteenth	€3,289,473.70
Sixteenth	€3,289,473.70
Seventeenth	€3,289,473.70
Eighteenth	€3,289,473.70
Nineteenth	€3,289,473.70
Twentieth	€3,289,473.40
Balloon Instalment	€59,210,526.30

Schedule 6

Form of Accession Deed

To:DNB Bank ASA as Agent and as Security Agent for the other Finance Parties to the Facility

Agreement referred to below

From:[insert Additional Guarantor name]

Dated: []

Dear Sirs

Facility Agreement for a Green Term Loan Facility of up to €125,000,000 dated [●] 2025 (the

Facility Agreement)

1We refer to the Facility Agreement. This deed (the Accession Deed) shall take effect as an

Accession Deed for the purposes of the Facility Agreement. Terms defined in the Facility

Agreement have the same meaning in this Accession Deed unless given a different meaning in

this Accession Deed.

2With effect on the date of this Accession Deed, [] (the NewCo) agrees to become an Additional

Guarantor and to be bound by the terms of the Facility Agreement and the other Finance

Documents as an Additional Guarantor pursuant to clause 35.5 (Additional Guarantors) of the

Facility Agreement. [] is a [company duly incorporated] under the laws of [name of relevant

jurisdiction] with registered number [].

3With effect on the date of this Accession Deed, the NewCo shall be, and is hereby made, an

additional party to the Facility Agreement, as joint and several guarantor with the Guarantors as

at the date of the Facility Agreement (the Original Guarantors) and any other Additional

Guarantor previously made a guarantor under the Facility Agreement (a Previously Acceded

Additional Guarantor), and the Facility Agreement shall henceforth be construed and treated in

all respects as if references therein to “Guarantors” included references to the NewCo in

addition to the Original Guarantors and any Previously Acceded Additional Guarantor.

4The NewCo hereby agrees with the Finance Parties, the Original Guarantors, any Previously

Acceded Additional Guarantor [and [Guarantor A] [UK ListCo] that, as and with effect from the

date of this Accession Deed, it shall, jointly and severally with the Original Guarantors and any

Previously Acceded Guarantor:

(a)be bound by the terms of the Facility Agreement as if the NewCo had all times been

named therein as Guarantor;

(b)duly and punctually perform all the liabilities and obligations whatsoever from time to time

to be performed or discharged by the Original Guarantors and any Previously Acceded

Additional Guarantor under the Facility Agreement (and for which the Original Guarantors,

any Previously Acceded Additional Guarantor and NewCo hereby agree to be jointly and

severally liable); and

(c)without prejudice to the generality of paragraphs (a) and (b) above, be [indebted for][a

guarantor under the Guarantee in respect of] the full amount of the Loan, interest thereon

and all other sums which may be or become due to the Finance Parties pursuant to the

Facility Agreement.

5[Guarantor A] [UK ListCo] confirms that no Default is continuing or would occur as a result of

NewCo becoming an Additional Guarantor.

6NewCo’s administrative details for the purposes of the Facility Agreement are as follows:

Address:[]

Attention:[]

7This Accession Deed and any non-contractual obligations arising out of or in connection with it

are governed by English law.

THIS ACCESSION DEED has been signed on behalf of the Agent, signed on behalf of the Security

Agent, executed as a deed by [Guarantor A] [UK ListCo] and executed as a deed by [Additional

Guarantor] and is delivered on the date stated above.

EXECUTED as a DEED)

by)

for and on behalf of) ......................................

[]) Attorney-in-fact

as NewCo and Additional Guarantor)

in the presence of:)

......................................

Witness

Name:

Address:

Occupation:

EXECUTED as a DEED)

by)

for and on behalf of) ......................................

CADELER A/S)  Attorney-in-fact

as Guarantor A)

in the presence of:)

......................................

Witness

Name:

Address:

Occupation:

THE AGENT

[DNB BANK ASA]

By:

THE SECURITY AGENT

[DNB BANK ASA]

By:

Schedule 7

Form of Transfer Certificate

To:[DNB BANK ASA] as Agent

From:[The Existing Lender], a company incorporated in [insert jurisdiction of incorporation] (the

Existing Lender), and [The New Lender], a company incorporated in [insert jurisdiction of

incorporation] (the New Lender)

Dated:

Facility Agreement for a Green Term Loan Facility of up to €125,000,000 dated [●] 2025 (the

Facility Agreement)

1We refer to the Facility Agreement. This agreement (the Agreement) shall take effect as a

Transfer Certificate for the purposes of the Facility Agreement. Terms defined in the Facility

Agreement have the same meaning in this Agreement unless given a different meaning in this

Agreement.

2We refer to clause 34.8 (Procedure for assignment) of the Facility Agreement:

(a)The Existing Lender assigns absolutely to the New Lender all the rights of the Existing

Lender under the Facility Agreement and the other Finance Documents which correspond

to that portion of the Existing Lender’s Commitment and participations in the Loan under

the Facility Agreement as specified in Schedule 1.

(b)The Existing Lender is released from the obligations owed by it which correspond to that

portion of the Existing Lender’s Commitment and participations in the Loan under the

Facility Agreement specified in Schedule 1 (but the obligations owed by the Obligors

under the Finance Documents shall not be released).

(c)On the Transfer Date the New Lender becomes a Party as a Lender and is bound by

obligations equivalent to those from which the Existing Lender is released under

paragraph (b) above.

(d)The proposed Transfer Date is [●].

(e)The Facility Office and address, email address and attention details for notices of the New

Lender for the purposes of clause 46.2 (Addresses) of the Facility Agreement are set out

in Schedule 1.

3The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set

out in clause 34.7 (Limitation of responsibility of Existing Lenders) of the Facility Agreement.

4The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it

is [a Qualifying Lender (other than a Treaty Lender)][a Treaty Lender][not a Qualifying Lender].

5[The New Lender confirms that the person beneficially entitled to interest payable to that Lender

in respect of an advance under a Finance Document is either:

(i)a company resident in the United Kingdom for United Kingdom tax purposes;

(ii)a partnership each member of which is:

(A)a company so resident in the United Kingdom; or

(B)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

(iii)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.]

6[The New Lender provides a QPP Certificate in the form set out in Schedule 2.]

7[The New Lender confirms that it holds a passport under the HMRC DT Treaty Passport scheme

(reference number []) and is tax resident in [], so that interest payable to it by the Borrower is

generally subject to full exemption from UK withholding tax and that that it wishes that scheme

to apply to the Facility Agreement.]

8This Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery

in accordance with clause 34.9 (Copy of Transfer Certificate to Borrower) of the Facility

Agreement, to the Borrower (on behalf of each Obligor) of the assignment referred to in this

Agreement.

9This Agreement may be executed in any number of counterparts and this has the same effect as

if the signatures on the counterparts were on a single copy of this Agreement.

10This Agreement and any non-contractual obligations connected with it are governed by English

law.

11This Agreement has been entered into on the date stated at the beginning of this Agreement.

Note:The execution of this Transfer Certificate may not assign a proportionate share of the

Existing Lender's interest in the Security Documents in all jurisdictions. It is the responsibility

of the New Lender to ascertain whether any other documents or other formalities are required

to perfect an assignment of such a share in the Existing Lender's interest in the Security

Documents in any jurisdiction and, if so, to arrange for execution of those documents and

completion of those formalities.

Schedule 1

Rights to be assigned and obligations to be released and undertaken

[insert relevant details]

[Facility Office address, email address and attention details for notices and account details for

payments.]

[Existing Lender][New Lender]

By:By:

This Agreement is accepted by the Agent as a Transfer Certificate for the purposes of the Facility

Agreement and the Transfer Date is confirmed as [●].

Signature of this Agreement by the Agent constitutes confirmation by the Agent of receipt of notice of

the assignment referred to herein, which notice the Agent receives on behalf of each Finance Party.

[DNB BANK ASA] as Agent

By:

1 A QPP Certificate is to be executed alongside the Transfer Certificate if the New Lender is a person eligible for the UK

withholding tax exemption for qualifying private placements.

Schedule 2

Form of New Lender QPP Certificate1

To:Wind Keeper Limited as the Borrower

From:[Name of New Lender]

Dated:[●]

Facility Agreement for a Green Term Loan Facility of up to €125,000,000 dated [●] 2025 (the

Facility Agreement)

1We refer to the Facility Agreement. This is a QPP Certificate. Terms defined in the Facility

Agreement have the same meaning in this QPP Certificate unless given a different meaning in

this QPP Certificate.

2We confirm that:

(a)we are beneficially entitled to all interest payable to us as a Lender under the Loan;

(b)we are a resident of a qualifying territory; and

(c)we are beneficially entitled to the interest which is payable to us on the Loan for genuine

commercial reasons, and not as part of a tax advantage scheme.

These confirmations together form a creditor certificate.

3In this QPP Certificate the terms "resident", "qualifying territory", "scheme", "tax advantage

scheme" and "creditor certificate" have the meaning given to them in the Qualifying Private

Placement Regulations 2015 (2015 No. 2002).

[Name of New Lender]

By:

[This QPP Certificate is required where a lender is a person eligible for the UK withholding tax

exemption for qualifying private placements; a separate QPP Certificate should be provided by each

such lender.]

Schedule 8

Form of Compliance Certificate

To: [DNB BANK ASA] as Agent

From:Cadeler A/S, a company incorporated in Denmark, as Guarantor A

Dated: []

Dear Sirs

Facility Agreement for a Green Term Loan Facility of up to €125,000,000 dated [●] 2025 (the

Facility Agreement)

1Financial Covenants

I/We confirm that as at the Measurement Period ended on [30 June] [31 December] []:

(a)Equity Ratio: the Equity Ratio is []:1.0, calculated as shown in Appendix A and

compared against a minimum ratio which is 0.35:1.0.

(b)Liquidity: Cadeler A/S (on a consolidated basis) maintains Cash and Cash Equivalents of

€[], calculated as shown in Appendix B and compared against a minimum required

amount of €[].

(c)Working Capital: the Working Capital was higher than zero (0), being €[], calculated as

shown in Appendix C.

2Security Requirement

We confirm that the Security Value is €[] calculated as shown in Appendix D, compared

against a Minimum Value of €[], calculated as shown in Appendix E.

3Distributions

For the purposes of clause 30.13 (Distributions and other payments by Group), the ratio of (a)

Net Interest Bearing Debt to (b) EBITDA, was [not] lower than 2.75:1.00.

4Default

[I/We confirm that no Default has occurred and is continuing.] [If this statement cannot be made,

the certificate should identify any Default that is continuing and the steps, if any, being taken to

remedy it.]

Signed by:

……………………………………………………

Chief Financial Officer

[CADELER A/S] [UK ListCo]

Schedule 9

Form of Green Loan Compliance Certificate

To:[DNB BANK ASA as Agent]

From:Wind Keeper Limited

Dated:[]

Dear Sirs

Facility Agreement for a Green Term Loan Facility of up to €125,000,000 dated [●] 2025 (the

Facility Agreement)

1We refer to the Facility Agreement. This is a Green Loan Compliance Certificate. Terms defined

in the Facility Agreement have the same meaning when used in this Green Loan Compliance

Certificate unless given a different meaning in this Green Loan Compliance Certificate.

2This Green Loan Compliance Certificate is delivered with respect to the financial year ending [●]

(the Relevant Financial Year).

3We confirm that [Insert details re compliance with the Green Asset Criteria].

4As shown above, the Green Asset Criteria were [not] complied with. Accordingly:

(a)[the applicable Green Loan Margin Adjustment is an increase of the Margin of 0.10 per

cent. per annum]/[there is no Green Loan Margin Adjustment];

(b)the Margin applicable to the Loan following the Green Loan Margin Adjustment is: []

5[Set out relevant calculations in reasonable detail]

6We confirm that the Green Loan Report relating to the Relevant Financial Year and attached

hereto is a correct and complete copy of the original and has not been amended or superseded

as at the date of this Green Loan Compliance Certificate.

Signed…………………..

Director

Wind Keeper Limited

Schedule 10

Forms of Notifiable Debt Purchase Transaction Notice

Part 1

Form of Notice on Entering into Notifiable Debt Purchase Transaction

To:DNB Bank ASA as Agent

From: [The Lender]

Dated:

Facility Agreement for a Green Term Loan Facility of up to €125,000,000 dated [●] 2025 (the

Facility Agreement)

1We refer to clause 35.3(b) (Disenfranchisement of Debt Purchase Transactions entered into by

Guarantor Affiliates) of the Facility Agreement. Terms defined in the Facility Agreement have the

same meaning in this notice unless given a different meaning in this notice.

2We have entered into a Notifiable Debt Purchase Transaction.

3The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the

amount of our Commitment(s) as set out below.

Table Link Similar Tables Download CSV

Commitment	Amount of our Commitment to which Notifiable Debt Purchase Transaction relates
[]	[insert amount (of Commitment) to which the relevant Debt Purchase Transaction applies]

[Lender]

By:

Part 2

Form of Notice on Termination of Notifiable Debt Purchase Transaction /

Notifiable Debt Purchase Transaction ceasing to be with Guarantor Affiliate

To: DNB Bank ASA as Agent

From: [The Lender]

Dated:

Facility Agreement for a Green Term Loan Facility of up to €125,000,000 dated [●] 2025 (the

Facility Agreement)

1We refer to clause 35.2 (Prohibition on Debt Purchase Transactions by the Group) of the Facility

Agreement. Terms defined in the Facility Agreement have the same meaning in this notice

unless given a different meaning in this notice.

2A Notifiable Debt Purchase Transaction which we entered into and which we notified you of in a

notice dated [] has [terminated]/[ceased to be with a Guarantor Affiliate].

3The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the

amount of our Commitment(s) as set out below.

Table Link Similar Tables Download CSV

Commitment	Amount of our Commitment to which Notifiable Debt Purchase Transaction relates (Base Currency)
[]	[insert amount (of Commitment) to which the relevant Debt Purchase Transaction applies]

[Lender]

By:

2 A QPP Certificate is to be executed if the Original Lender is a person eligible for the UK withholding tax exemption for qualifying

private placements.

Schedule 11

Form of QPP Certificate2

To:Wind Keeper Limited as the Borrower

From:[Name of Lender]

Dated:[●]

Facility Agreement for a Green Term Loan Facility of up to €125,000,000 dated [●] 2025 (the

Facility Agreement)

1We refer to the Facility Agreement. This is a QPP Certificate. Terms defined in the Facility

Agreement have the same meaning in this QPP Certificate unless given a different meaning in

this QPP Certificate.

2We confirm that:

(a)we are beneficially entitled to all interest payable to us as a Lender under the Loan;

(b)we are a resident of a qualifying territory; and

(c)we are beneficially entitled to the interest which is payable to us on the Loan for

genuine commercial reasons, and not as part of a tax advantage scheme.

These confirmations together form a creditor certificate.

3In this QPP Certificate the terms "resident", "qualifying territory", "scheme", "tax advantage

scheme" and "creditor certificate" have the meaning given to them in the Qualifying Private

Placement Regulations 2015 (2015 No. 2002).

[Name of Lender]

By:

[This QPP Certificate is required where a lender is a person eligible for the UK withholding tax

exemption for qualifying private placements; a separate QPP Certificate should be provided by each

such lender.]

€125m Refinancing – Wind Keeper Limited – Signature pages

SIGNATURES

THE BORROWER

WIND KEEPER LIMITED

By: Peter Brogaard Hansen/s/ Peter Brogaard Hansen

Authorised signatory

GUARANTOR A

CADELER A/S

By: Peter Brogaard Hansen/s/ Peter Brogaard Hansen

Authorised signatory

GUARANTOR B

CADELER INTERNATIONAL LIMITED

By: Peter Brogaard Hansen/s/ Peter Brogaard Hansen

Authorised signatory

GUARANTOR C

CADELER HOLDINGS LIMITED

By: Peter Brogaard Hansen/s/ Peter Brogaard Hansen

Authorised signatory

GUARANTOR D

CADELER UK LIMITED

By: Peter Brogaard Hansen/s/ Peter Brogaard Hansen

Authorised signatory

€125m Refinancing – Wind Keeper Limited – Signature pages

THE AGENT

DNB BANK ASA

By: /s/ Alexi George Remoundos

Title: Attorney-in-fact

THE SECURITY AGENT

DNB BANK ASA

By: /s/ Alexi George Remoundos

Title: Attorney-in-fact

THE BOOKRUNNER, CO-ORDINATOR and GREEN LOAN ADVISOR

DNB BANK ASA

By: /s/ Alexi George Remoundos

Title: Attorney-in-fact

€125m Refinancing – Wind Keeper Limited – Signature pages

THE ARRANGERS

DNB BANK ASA

By: /s/ Alexi George Remoundos

Title: Attorney-in-fact

KFW IPEX-BANK GMBH

By: /s/ Maria Papadopoulou

Title: Attorney-in-fact

SPAREBANK 1 SØR-NORGE ASA

By: /s/ Ioanna Kakavelaki

Title: Attorney-in-fact

€125m Refinancing – Wind Keeper Limited – Signature pages

THE ORIGINAL LENDERS

DNB BANK ASA

By: /s/ Alexi George Remoundos

Title: Attorney-in-fact

KFW IPEX-BANK GMBH

By: /s/ Maria Papadopoulou

Title: Attorney-in-fact

SPAREBANK 1 SØR-NORGE ASA

By: /s/ Ioanna Kakavelaki

Title: Attorney-in-fact

€125m Refinancing – Wind Keeper Limited – Signature pages

THE HEDGING PROVIDERS

DNB BANK ASA

By: /s/ Alexi George Remoundos

Title: Attorney-in-fact

KFW IPEX-BANK GMBH

By: /s/ Maria Papadopoulou

Title: Attorney-in-fact

SPAREBANK 1 SØR-NORGE ASA

By: /s/ Ioanna Kakavelaki

Title: Attorney-in-fact