Exhibit 10.3

Execution Version

FACILITY AGREEMENT DATED AS OF 31 AUGUST 2015
TERM LOAN FACILITY OF UP TO $963,743,455

GENER8 MARITIME SUBSIDIARY VIII INC.
as Borrower

THE COMPANIES listed in Part A of Schedule 1

as joint and several Owner Guarantors and
joint and several Hedge Guarantors

GENER8 MARITIME, INC.

as Parent Guarantor

GENER8 MARITIME SUBSIDIARY V INC.

as Shareholder

CITIBANK, N.A.
NORDEA BANK FINLAND PLC, NEW YORK BRANCH
as Global Co-ordinators

CITIBANK, N.A.
NORDEA BANK FINLAND PLC, NEW YORK BRANCH
as Bookrunners

ABN AMRO CAPITAL USA LLC

DNB MARKETS, INC.
DVB BANK SE

SKANDINAVISKA ENSKILDA BANKEN AB
as Commercial Tranche Bookrunners

CITIBANK, N.A.
NORDEA BANK FINLAND PLC, NEW YORK BRANCH

ABN AMRO CAPITAL USA LLC
BANCO BILBAO VIZCAYA ARGENTARIA, S.A., SEOUL BRANCH
DNB MARKETS, INC.
DVB BANK SE

SKANDINAVISKA ENSKILDA BANKEN AB
THE EXPORT-IMPORT BANK OF KOREA
as Mandated Lead Arrangers

CAIXA BANK, S.A. AND
LANDESBANK HESSEN-THUERINGEN GIROZENTRALE
as Lead Arrangers

THE BANKS AND FINANCIAL INSTITUTIONS listed in Part B of Schedule 1

as Original Lenders

THE BANKS AND FINANCIAL INSTITUTIONS listed in Part C of Schedule 1

as Hedge Counterparties

CITIBANK, N.A., LONDON BRANCH

as ECA Co-ordinator and ECA Agent

NORDEA BANK FINLAND PLC, NEW YORK BRANCH
as Commercial Tranche Co-ordinator, Facility Agent and Security Agent

THE EXPORT-IMPORT BANK OF KOREA

as KEXIM

Index

THIS AGREEMENT is made as of 31 AUGUST 2015

PARTIES

(1)                                 GENER8 MARITIME SUBSIDIARY VIII INC., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as borrower (the “Borrower”);

(2)                                 The limited liability companies listed in Part A of Schedule 1 (The Parties) therein as joint and several owner guarantors (the “Owner Guarantors”) and as joint and several hedge guarantors (the “Hedge Guarantors”);

(3)                                 GENER8 MARITIME, INC., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as the parent guarantor (the “Parent Guarantor”);

(4)                                 GENER8 MARITIME SUBSIDIARY V INC., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as the parent guarantor (the “Shareholder”);

(5)                                 CITIBANK, N.A. and NORDEA BANK FINLAND PLC, NEW YORK BRANCH as global co-ordinators (the “Global Co-ordinators” and each, a “Global Co-ordinator”);

(6)                                 CITIBANK, N.A. and NORDEA BANK FINLAND PLC, NEW YORK BRANCH as bookrunners (the “Bookrunners” and each, a “Bookrunner”);

(7)                                 ABN AMRO CAPITAL USA LLC, DNB MARKETS, INC., DVB BANK SE, SKANDINAVISKA ENSKILDA BANKEN AB as commercial tranche bookrunners (the “Commercial Tranche Bookrunners” and each, a “Commercial Tranche Bookrunner”);

(8)                                 CITIBANK, N.A., NORDEA BANK FINLAND PLC, NEW YORK BRANCH, ABN AMRO CAPITAL USA LLC, BANCO BILBAO VIZCAYA ARGENTARIA, S.A., SEOUL BRANCH, DNB MARKETS, INC., DVB BANK SE, SKANDINAVISKA ENSKILDA BANKEN AB and THE EXPORT-IMPORT BANK OF KOREA as mandated lead arrangers (the “Mandated Lead Arrangers” and each, a “Mandated Lead Arranger”);

(9)                                 CAIXA BANK, S.A. and LANDESBANK HESSEN-THUERINGEN GIROZENTRALE as lead arrangers (the “Lead Arrangers” and each, a “Lead Arranger”);

(10)                          THE BANKS AND FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties) as commercial lenders (the “Commercial Lenders” and each, a “Commercial Lender”);

(11)                          THE BANKS AND FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties) as KEXIM guaranteed lenders (the “KEXIM Guaranteed Lenders” and each, a “KEXIM Guaranteed Lender”);

(12)                          THE BANKS AND FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties) as K-Sure lenders (the “K-Sure Lenders” and each a, “K-Sure Lender” and collectively with the Commercial Lenders, the KEXIM Guaranteed Lenders and KEXIM (as defined below), the “Original Lenders” and each, an “Original Lender”);

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(13)                          THE BANKS AND FINANCIAL INSTITUTIONS listed in Part C of Schedule 1 (The Parties) as hedge counterparties (the “Hedge Counterparties” and each a, “Hedge Counterparty”);

(14)                          CITIBANK, N.A., LONDON BRANCH as ECA agent (the “ECA Agent”) and as ECA co-ordinator (the “ECA Co-ordinator”);

(15)                          NORDEA BANK FINLAND PLC, NEW YORK BRANCH as commercial tranche co-ordinator (the “Commercial Tranche Co-ordinator”);

(16)                          NORDEA BANK FINLAND PLC, NEW YORK BRANCH as agent of the other Finance Parties (the “Facility Agent”);

(17)                          NORDEA BANK FINLAND PLC, NEW YORK BRANCH as security agent for the Secured Parties (the “Security Agent”); and

(18)                          THE EXPORT-IMPORT BANK OF KOREA as KEXIM (“KEXIM”).

BACKGROUND

(A)                               The Lenders have agreed to make available to the Borrower a term loan facility of up to $963,743,455 (which includes the KEXIM Premium and K-Sure Premium) comprising of (a) the Commercial Tranche, to be made available by the Commercial Lenders in an aggregate principal amount of up to $282,017,190; (b) the KEXIM Guaranteed Tranche to be made available by the KEXIM Guaranteed Lenders and fully guaranteed by KEXIM of an aggregate principal amount of up to $ 139,675,594 (which includes the KEXIM Premium); (c) the KEXIM Funded Tranche to be made available by KEXIM in an aggregate principal amount of up to $197,412,033; and (d) the K-Sure Tranche to be made available by the K-Sure Lenders (and which are subject to coverage of the K-Sure Insurance Policies) in an aggregate principal amount of up to $344,638,638 (which includes the K-Sure Premium).

(B)                               The Hedge Counterparties may enter into interest rate swap transactions with the Borrower from time to time to hedge the Borrower’s exposure under this Agreement to interest rate fluctuations.

OPERATIVE PROVISIONS

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SECTION 1

INTERPRETATION

1                                         DEFINITIONS AND INTERPRETATION

1.1                               Definitions

In this Agreement:

“Acceptable Accounting Firm” means Deloitte & Touche LLP, PricewaterhouseCoopers, Ernst & Young or KPMG, or such other recognized accounting firm as the Facility Agent may, with the consent of the Majority Lenders, approve from time to time in writing, such approval not to be unreasonably withheld.

“Account Bank” means Nordea Bank Finland plc acting through its office at 437 Madison Avenue, 21st Floor, New York, New York, 10022.

“Accounts” means the Earnings Accounts, the Minimum Liquidity Account and the Debt Service Reserve Account.

“Account Security” means a document creating Security over any Account in agreed form.

“Additional Collateral” shall mean additional Security satisfactory to the Majority Lenders created in favor of the Security Agent to cure non-compliance with Clause 25 (Security Cover) (it being understood that cash collateral comprised of Dollars (which shall be valued at par) shall be deemed satisfactory), pursuant to security documentation in agreed form , in an aggregate amount at least sufficient to cure such non-compliance.

“Advance” means the borrowing of all or part of a Vessel Loan under this Agreement.

“Affected Lender” has the meaning given to it in paragraph (b) of Clause 10.2 (Market disruption).

“Affiliate” means, with respect to any Person, any other Person (including, for purposes of Clause 21.30 (Other transactions) , all directors, officers and partners of such Person) directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person; provided however, that for purposes of Clause 21.30 (Other transactions), an Affiliate of the Parent Guarantor shall include any Person that directly or indirectly owns more than 5% of any class of the capital stock of the Parent Guarantor and any officer or director of the Parent Guarantor or any of its Subsidiaries.  A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise.  Notwithstanding anything to the contrary contained above, neither the Facility Agent, nor the Security Agent, the ECA Agents nor the Lead Arrangers, the Mandated Lead Arrangers nor any Lender (or any of their respective Affiliates) shall be deemed to constitute an Affiliate of the Parent Guarantor or its Subsidiaries in connection with the Finance Documents or its dealings or arrangements relating thereto.

“Aggregate Collateral Vessel Value” means at any time, the aggregate of the Fair Market Value of all the Ships which are, in each case, subject to a Mortgage.

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“Aggregate Collateral Vessel Value of ECA Ships” means the aggregate Fair Market Value of the ECA Ships which are, in each case, subject to a Mortgage.

“Anti-Bribery and Corruption Laws” means the US Foreign Corrupt Practices Act of 1977 as amended and the rules and regulations thereunder, the UK Bribery Act of 2010, and/or any similar laws, rules or regulations issued, administered or enforced by the United States, United Kingdom, the European Union or any of its member states, or any other country or Governmental Agency having jurisdiction over any Finance Party, an ECA or any Obligor.

“Appraisal” means, with respect to a Ship, a written appraisal provided by an Approved Appraiser in favour of the Facility Agent for the purposes of determining the Fair Market Value of such Ship.

“Approved Appraiser” means Fearnleys, Clarksons, Braemar Seascope, Maersk Broker K.S., Lorentzen & Stemoco and Simpson Spence & Young (or any Affiliate of such person through which valuations are commonly issued) and any other firm or firms of independent sale and purchase shipbrokers approved in writing by the Facility Agent.

“Approved Classification” means, in relation to a Ship, as at the date of this Agreement, the classification in relation to that Ship specified in Schedule 8 (Details of the Ships) or the equivalent classification with another Approved Classification Society.

“Approved Classification Society” means American Bureau of Shipping (“ABS”), DNV GL Group (“DNV”), Lloyd’s Register (“LR”), Nippon Kaiji Kyokai (“NKK”), Bureau Veritas (“BV”) or Korean Register of Shipping (“KS”)  or any other classification society approved in writing by the Facility Agent.

“Approved Commercial Manager” means, in relation to a Ship, Navig8 Pte. Ltd., Navig8 Asia Pte. Ltd., VL8 Management Inc., the Parent Guarantor, any of its Affiliates, or such other person approved in writing by the Facility Agent acting with the authorization of the Majority Lenders as the commercial manager of that Ship, any of whom may also engage reputable third-parties to perform specific tasks or, if such Ship is entered into a Pool Agreement, the Pool Manager.

“Approved Flag” shall have the meaning provided in Clause 24.2 (Flag of Ships; Citizenship; Ship Classification).

“Approved Insurance Broker” means Bankserve, Willis, Aon, Marsh, Leeds and Leeds and any other firm or firms of insurance brokers approved in writing by the Facility Agent, acting with the authorization of the Majority Lenders.

“Approved Manager” means, in relation to a Ship, the Approved Commercial Manager or the Approved Technical Manager of that Ship.

“Approved Technical Manager” means, in relation to a Ship, Northern Marine Management Ltd., Anglo-eastern Shipmanagement (Singapore) Pte. Ltd., Anglo-eastern International (Macao Commercial Offshore) Limited, Wallem Shipmanagement Limited, Selandia Ship Management Pte. Ltd., Selandia Ship Management (India) Pvt. Ltd., Selmar Ltd, the Parent Guarantor, any of its wholly owned subsidiaries or such other person approved in writing by the Facility Agent acting with the authorization of the Majority Lenders as the technical manager of that Ship, any of whom may also engage reputable third-parties to perform specific tasks.

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“Assignment” means each, or any, as the context may require of:

(a)                                 any Assignment of Builder’s Warranties;

(b)                                 any Assignment of Charter Agreement;

(c)                                  any Assignment of Earnings;

(d)                                 any Assignment of Hedging Agreement;

(e)                                  any Assignment of Insurances;

(f)                                   any Assignment of Pool Agreement; and

(g)                                  any Assignment of Ship Management Agreement.

“Assignment of Builder’s Warranties” means in relation to a Ship, the assignment of builder’s warranties in respect of that Ship entered into or to be entered into by the Owner Guarantor owning that Ship and the Security Agent in the agreed form.

“Assignment of Charter Agreement” means in relation to a Ship, (a) the assignment of the charter agreement entered or to be entered into by the Owner Guarantor owning that Ship with the relevant Pool Manager pursuant to the relevant Pool Agreement; (b) the assignment of any other Charter of a duration of at least 12 months (including any optional extensions or renewals) entered into or to be entered into by the Owner Guarantor owning that Ship with any party (other than a member of the Group) as charterer and (c) the assignment of any charter entered into or to be entered into by the Owner Guarantor owning that Ship with any other member of the Group as charterer, in respect of that Ship, entered into or to be entered into by the Owner Guarantor owning that Ship and the Security Agent in the agreed form.

“Assignment of Earnings” means, in relation to a Ship, the assignment of inter alia, that Ship’s Earnings and Requisition Compensation in respect of that Ship entered into or to be entered into by the Owner Guarantor owning that Ship and the Security Agent in the agreed form.

“Assignment of Hedging Agreement” means a first assignment of the rights and interests of the Parent Guarantor or the Borrower (as the case may be), in any Hedging Agreement entered into or to be entered into between the Parent Guarantor or the Borrower (as the case may be) and the Security Agent, in agreed form.

“Assignment of Insurances” means, in relation to a Ship, the assignment of that Ship’s Insurances in respect of that Ship entered into or to be entered into by the Owner Guarantor owning that Ship and the Security Agent in the agreed form.

“Assignment of Pool Agreement” means in relation to a Ship, the assignment of the relevant Pool Agreement in respect of that Ship entered into or to be entered into by the Owner Guarantor owning that Ship and the Security Agent in the agreed form.

“Assignment of Ship Management Agreement” means in relation to a Ship, each assignment of the Ship Management Agreement in respect of that Ship entered into or to be entered into by the Owner Guarantor owning that Ship and the Security Agent in the agreed form.

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“Assignment Agreement” means an agreement substantially in the form set out in Schedule 6 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

“Authorization” means an authorization, consent, approval, resolution, license, exemption, filing, notarization, legalization or registration.

“Availability Period” means in relation to each Vessel Loan, the period from and including the date of this Agreement up to and including,

(a)                                 the earlier of:

(i)                                     the Delivery Date of the Ship to which that Vessel Loan relates; and

(ii)                                  the date falling 180 days from the Scheduled Delivery Date of the Ship to which that Vessel Loan relates, or

(b)                                 such later date as may be agreed by the Lenders and K-Sure with the Borrower.

“Available Commitment” means, in relation to a Lender in respect of a Vessel Loan, such Lender’s Commitment minus:

(a)                                 the amount of its participation in such outstanding Vessel Loan; and

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

“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment under all Vessel Loans.

“Balloon Repayment” means in relation to the Commercial Tranche for each Vessel Loan, an amount equal to the Commercial Tranche of such Vessel Loan as at the date of its Utilization Date minus all Commercial Tranche Repayment Instalments for such Vessel Loan.

“Bank Secrecy Act” means the U.S. Bank Secrecy Act of 1970.

“Basel II” has the meaning ascribed to it under Clause 13.3 (Exceptions).

“Basel III” means:

(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”.

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“Blue Mountain Indebtedness” means unsecured Financial Indebtedness incurred by the Parent Guarantor, pursuant to that certain note and guarantee agreement, dated as of March 28, 2014, among Parent Guarantor, as borrower and Blue Mountain Capital Management, LLC and certain of its affiliates, as purchasers (as amended by the Closing Date Blue Mountain Amendment and as further amended, restated, replaced or modified from time to time provided that after giving effect to any such amendment, restatement, replacement or modification (including in respect of any Permitted Blue Mountain Refinancing Indebtedness) the Blue Mountain Indebtedness Requirements shall be satisfied), in an initial aggregate principal amount not to exceed $131,600,000, as such amount may be (i) increased to include the amount of interest accrued after March 28, 2014 and capitalized or paid in kind in accordance with the terms thereof and other amounts payable in connection therewith and/or (ii) decreased pursuant to principal prepayments thereof permitted pursuant to Clause 21.28 (Dividends).

“Blue Mountain Indebtedness Requirements” shall mean with respect to the Blue Mountain Indebtedness or any amendment, restatement, replacement or other modification thereof that:

(a)                                 such Financial Indebtedness shall mature no earlier than March 28, 2020 and shall not require any scheduled amortization, mandatory redemption or prepayment prior to such date (other than any prepayment required (i) from the net cash proceeds from the disposition of any Equity Interests of the Shareholder, or any assets of the Shareholder and/or its Subsidiaries and/or (ii) upon a change of control (as defined in the documentation governing such Financial Indebtedness) or acceleration of such Financial Indebtedness following an event of default thereunder);

(b)                                 such Financial Indebtedness shall not be secured or guaranteed by any Subsidiary of the Parent Guarantor other than the Shareholder;

(c)                                  such Financial Indebtedness shall permit the Parent Guarantor at its option to make all interest payments thereunder in kind or in cash and to the extent that the documentation governing the Financial Indebtedness contains any financial maintenance covenant (other than a collateral maintenance test) applicable to the Parent Guarantor that is more favorable to the lenders or providers thereunder than to the Lenders herein, this Agreement shall automatically be amended to include such more favorable financial maintenance covenant (including any definitions used therein) without any further action or consent of the Borrower and the Facility Agent shall be permitted to amend this Agreement to reflect such financial maintenance covenant (it being understood and agreed that the Borrower shall be deemed to have consented to such amendment and authorized the Facility Agent to effect such amendment on its behalf).

“Break Costs” means other than the KEXIM Prepayment Fee, the amount (if any) by which:

(a)                                 the interest 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 Unpaid Sum to the last day of the current Interest Period in relation to the Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

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

“Builder” means, in relation to a Ship, the shipbuilder set out in the corresponding column under the heading “Builder” in Schedule 8 (Details of the Ships).

“Builder’s Bank” has the meaning given in paragraph (b) of Clause 5.8 (Prepositioning of funds).

“Business Day” means a day except Saturday, Sunday and any day which shall be in London, New York, Hong Kong, Oslo and Seoul, a legal holiday or a day in which banking institutions are authorized or required by law or other government action to close.

“Capitalized Lease Obligations” of any Person shall mean all rental obligations which, under GAAP, are or will be required to be capitalized on the books of such Person, in each case taken at the amount thereof accounted for as indebtedness in accordance with such principles.

“Cash Equivalents” means:

(a)                                 securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than one year from the date of acquisition;

(b)                                 time deposits, certificates of deposit or deposits in the interbank market of any commercial bank of recognized standing organized under the laws of the United States of America, any state thereof or any foreign jurisdiction having (x) capital and surplus in excess of $200,000,000 and (y) a long-term unsecured debt rating of at least “A” or the equivalent thereof from S&P or “A2” or the equivalent thereof from Moody’s with maturities of not more than one year from the date of acquisition by such Person;

(c)                                  repurchase obligations with a term of not more than ninety (90) days for underlying securities of the types described in clause (a) above entered into with any bank meeting the qualifications specified in clause (b) above;

(d)                                 commercial paper issued by any Person incorporated in the United States rated at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody’s and in each case maturing not more than one year after the date of acquisition by such Person;

(e)                                  investments in money market funds substantially all of whose assets are comprised of the types described in clauses (a) through (d) above; and

(f)                                   such other securities or instruments as the Majority Lenders shall agree in writing.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), as amended by the Superfund Amendments Reauthorization Act of 1986 (42 U.S.C. § 9601 et seq.).

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“Charter” means, in relation to a Ship, any charter relating to that Ship, or other contract for its employment, whether or not already in existence.

“Change of Control” means:

(a)                                 in respect of the Borrower, the occurrence of any act, event or circumstance that without prior written consent of all the Lenders results in the Parent Guarantor owning directly or indirectly less than 100% of the issued and outstanding Equity Interests in the Borrower;

(b)                                 in respect of an Owner Guarantor and/or a Hedge Guarantor, the occurrence of any act, event or circumstance that without prior written consent of all the Lenders results in the Parent Guarantor owning directly or indirectly less than 100% of the issued and outstanding Equity Interests in that Owner Guarantor and/or Hedge Guarantor (except as permitted under Clause 21.22(a) (Disposals); and

(c)                                  in respect of the Parent Guarantor, save with the prior written consent of the Majority Lenders:

(i)                                     a “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act)), is or shall be the “beneficial owner” (as so defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) or otherwise have obtained ownership or control, directly or indirectly, of 35% or more on a fully diluted basis of the voting and/or economic interest in the Parent Guarantor’s Equity Interests; or

(ii)                                  the replacement of a majority of the directors on the board of directors of the Parent Guarantor over a two-year period from the directors who constituted the board of directors of the Parent Guarantor at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the board of directors of the Parent Guarantor still in office who either were members of such board of directors at the beginning of such period or whose election as a member of such Board of Directors were previously so approved; or

(iii)                               Mr. Peter Georgiopoulous ceases to remain as a director of the Parent Guarantor; or

(iv)                              a “change of control” or similar event shall occur as provided in any outstanding Financial Indebtedness (excluding Financial Indebtedness with an aggregate principal amount of less than $20,000,000) of Parent Guarantor or any of its Subsidiaries (or the documentation governing the same).

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.  Section references to the Code are to the Code, as in effect at the date of this Agreement and any subsequent provisions of the Code amendatory thereof, supplemental thereto or substituted therefor.

“Commercial Tranche” means the commercial term loan of an aggregate principal amount of up to $282,017,190 to be provided by the Commercial Lenders to the Borrower under the terms of this Agreement or as the context may require, in respect of a Vessel Loan, that portion of such aggregate amount corresponding to the relevant Ship as set out in Schedule

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4 (Tranches and Commitments) or, as the context may require, the principal amount outstanding thereunder at the relevant time.

“Commercial Tranche Commitments” means:

(a)                                 in relation to a Commercial Lender, the aggregate amount set forth opposite its name in Part A of Schedule 4 (Tranches and Commitments) in respect of the Commercial Tranche, or as the context may require, in relation to such Commercial Lender and a Vessel Loan, that amount corresponding to that Ship as set out in Schedule 4 (Tranches and Commitments); and

(b)                                 in relation to any other Lender, such amount assigned to it under this Agreement in respect of the Commercial Tranche and in respect of each or any Vessel Loan (as the case may be),

in each case, to the extent not cancelled, reduced or transferred by it under this Agreement.

“Commercial Tranche Repayment Instalment” has the meaning given to it in Clause 6.1 (Repayment of Loan).

“Commercial Management Agreement” means, in relation to a Ship, the form of agreement entered into between the relevant Owner Guarantor and the Approved Commercial Manager regarding the commercial management of that Ship in agreed form.

“Commission” or “SEC” means the U.S. Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act.

“Commitment” means, in respect of the Facility:

(a)                                 in relation to an Original Lender, the amount set opposite its name in the 6th column in Part A of Schedule 4 (Tranches and Commitments) and the amount of any other Commitment transferred to it under this Agreement; and

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

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

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” means a certificate in the form set out in Schedule 7 (Form of Compliance Certificate) or in any other form agreed between the Parent Guarantor and the Facility Agent.

“Confidential Information” means all information relating to any Transaction Obligor, the Group, the Finance 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 member of the Group or any of its advisers; or

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

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 any Funding Rate or information that:

(i)                                     is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 45 (Confidential Information); or

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

(iii)          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.

“Confidentiality Undertaking” means a confidentiality undertaking in any form agreed between the Borrower and the Facility Agent.

“Consolidated Cash Interest Expense” means, for any period,

(a)                                 the total consolidated interest expense paid or payable in cash of the Parent Guarantor and its Subsidiaries (including, without limitation, to the extent included under GAAP, all commission, discounts and other commitment fees and charges (e.g., fees with respect to letters of credit, any Hedging Agreement, any Non-Lender Hedging Agreement or any Other Hedging Agreement) for such period (calculated without regard to any limitations on payment thereof), adjusted to exclude (to the extent same would otherwise be included in the calculation above in this paragraph (a)), the amortization of any deferred financing costs for such period and any interest expense actually “paid in kind” or accreted during such period, plus

(b)                                 without duplication, that portion of Capitalized Lease Obligations of the Parent Guarantor and its Subsidiaries on a consolidated basis representing the interest factor for such period, minus

(c)                                  cash interest income.

“Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period, adjusted by:

(a)                                 adding thereto the following to the extent deducted in calculating such Consolidated Net Income:

(i)            consolidated interest expense and amortization of debt discount and commissions and other fees and charges, including, without limitation, noncash interest payments, the interest component of capitalized lease obligations, net payments, if any, made (less net payments, if any, received), pursuant to any interest rate hedging agreements (including without limitation, any Hedging Agreements) or any Other Hedging Agreements,

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amortization or write off of deferred financing fees, debt issuance costs, commissions, fees and expenses and to the extent not reflected in consolidated interest, any losses on any interest rate hedging agreements (including without limitation, any Hedging Agreements) or any Other Hedging Agreements, associated with Indebtedness for such period (whether amortized or immediately expensed),

(ii)           consolidated income tax expense for such period, including, without limitation, penalties and interest related to such taxes or arising from any tax examinations and tax expense in respect of repatriated funds,

(iii)          any gross transportation tax expense for such period,

(iv)          all amounts attributable to depreciation, amortization and impairment charges, including, without limitation, amortization of intangible assets (including goodwill) and amortization of deferred financing fees or costs for such period,

(v)           any extraordinary losses, expenses or charges for such period, including, without limitation, accruals and payments for amounts payable under executive compensation agreements, severance costs, relocation costs, retention and completion bonuses and losses realized on disposition of property outside of the ordinary course of business and operating expenses directly attributable to the implementation of cost savings initiatives, and losses relating to activities constituting a business that is being terminated or discontinued,

(vi)          any non-cash management retention or incentive program payments for such period, including any accelerated charges relating to option plans,

(vii)         non-cash restricted stock compensation, including, without limitation, any restricted stock units,

(viii)        any non-cash charges or losses, including, without limitation, non-cash compensation expenses for such period, adjustments to bad-debt reserves, losses recognized in respect of postretirement benefits as a result of the application of FASB ASC 715, losses on minority interests owned by any person, all losses from investments recorded using the equity method and the noncash impact of accounting changes or restatements less any extraordinary gains for such period,

(ix)          any losses from the sales of any Ship for such period,

(x)           all costs and expenses incurred in connection with any equity issuances permitted hereunder so long as, notwithstanding anything set forth herein to the contrary, the Net Cash Proceeds of such equity issuances are applied to the prepayment of the Loan and such prepayments are applied to reduce the relevant payments due under the Finance Documents,

(xi)          non-recurring costs, charges, accruals, reserves and business optimization expense, including, without limitation, any severance and restructuring costs, integration costs related to acquisitions after the date of this Agreement, project start-up costs, transition costs, cost related to the opening, closure and/or consolidation of offices and facilities (including,

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without limitation, fees and expenses incurred in connection with the winding up of all of the Parent Guarantor and its Subsidiaries’ activities and operations in Portugal), contract termination costs, systems establishment costs, and excess pension charges,

(xii)                           all non-recurring fees, costs and expenses related to any litigation or settlements,

(xiii)                        any proceeds from business interruption insurance,

(xiv)                       any charges, losses, lost profits, expenses or write-offs to the extent indemnified or insured by a third party to the extent that coverage has not been denied and so long as such amounts are actually reimbursed to the Parent Guarantor or any of its Subsidiaries within one year after the related amount is first added to Consolidated EBITDA pursuant to this paragraph (xv),

(xv)                          cash expenses relating to earn outs and similar obligations, and

(xvi)                       all costs and expenses incurred in connection with the Finance Documents, the Finance Documents (as defined in the credit agreement for the Sinosure Facility) and the Credit Documents (as defined in the Re-financing Facility Credit Agreement), and

(b)                                 subtracting therefrom the following to the extent added in calculating such Consolidated Net Income:

(xvii)                    any extraordinary gains for such period;

(xviii)                 any gains from the sales of any Ship for such period; and

(xix)                       any gains realized on disposition of property not in the ordinary course

Unless otherwise agreed to by the Facility Agent, for purposes of this definition of “Consolidated EBITDA,” “non-recurring” means any expense, loss or gain as of any date that (x) did not occur in the ordinary course of the Parent Guarantor or its Subsidiaries’ business; (y) is of a nature and type that has not occurred in the prior two years and is not reasonably expected to recur in the future; and (z) any fees, expenses or charges related to any equity offering, investment or Financial Indebtedness or amendments thereto permitted by this Agreement, whether or not consummated.

“Consolidated Leverage Ratio” shall mean, at any date of determination, the ratio of Consolidated Net Indebtedness of the Parent Guarantor and its Subsidiaries on such date to Consolidated Total Capitalization of the Parent Guarantor and its Subsidiaries on such date.

“Consolidated Net Income” shall mean, for any period, the consolidated net after tax income of the Parent Guarantor and its Subsidiaries for such period determined in accordance with GAAP; provided that for purposes of calculating Consolidated Net Income in connection with Clause 21.28(b) (Dividends), Consolidated Net Income shall be adjusted by adding thereto the non-cash charges set forth in Schedule 14 (Non-cash charges) to the extent deducted in determining consolidated net after-tax income for such period and any gain on the sale of assets which are designated by the Parent Guarantor as being included in the Excess Asset Sale Proceeds Amount shall be excluded.

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“Consolidated Net Indebtedness” shall mean, with respect to any Person, as at any relevant date, (x) the aggregate outstanding principal amount of the Loan under this Agreement and the loans under the Re-financing Facility and the Sinosure Facility, plus (y) the aggregate outstanding principal amount of any other Financial Indebtedness of the Parent Guarantor or any of its Subsidiaries permitted pursuant to Clause 21.25(g) (Financial Indebtedness) less (z) an amount equal to the Unrestricted Cash and Cash Equivalents of the Parent Guarantor and its Subsidiaries as at such date.

“Consolidated Tangible Net Worth” shall mean, at any time of determination for any Person, the Net Worth of such Person and its Subsidiaries at such time determined on a consolidated basis in accordance with GAAP minus goodwill.

“Consolidated Total Capitalization” shall mean, at any time of determination for any Person, the sum of Consolidated Net Indebtedness of such Person at such time and Consolidated Tangible Net Worth of such Person at such time.

“Constitutional Documents” with respect to any Obligor means the Memorandum of Association or Certificate of Incorporation, as the case may be, Certificate of Formation (including, without limitation, by the filing or modification of any certificate of designation made prior to the date of this Agreement), By-Laws, limited liability company agreement or partnership agreement (or equivalent organizational documents).

“Contingent Extras” means, in relation to a Ship, an amount equivalent to the aggregate of unforeseen costs and expenses (including the cost of extras) as permitted by the terms of the Shipbuilding Contract relating to such Ship incurred during the period commencing from the date of this Agreement up to and including the Delivery Date of such Ship and which are documented in such form and substance acceptable to the Facility Agent, provided that the aggregate of such amount shall not exceed $500,000 in relation to such Ship.

“Contingent Obligation” shall mean, as to any Person, any obligation of such Person guaranteeing or intended to guarantee any indebtedness (“primary obligations”) of any other person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (x) for the purchase or payment of any such primary obligation or (y) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business and any products warranties extended in the ordinary course of business.  The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or, if the less, the maximum amount of such primary obligation for which such person may be liable pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such person in good faith.

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“Contract Price” means, in relation to a Ship, the aggregate of (i) the price payable for that Ship under its Shipbuilding Contract and (ii) the Contingent Extras for that Ship, subject to adjustment as provided in such Shipbuilding Contract pursuant to the terms thereof.

“Contract Price Instalment” means, in relation to a Ship, each instalment of the Contract Price payable under the Shipbuilding Contract relating to that Ship.

“Debt Service Reserve Account” means:

(a)                                 an account in the name of the Parent Guarantor with the Account Bank designated “Gener8 Maritime, Inc. — Debt Service Reserve Account (KEXIM)”; or

(b)                                 any other account (with that or another office of the Account Bank or with a bank or financial institution other than the Account Bank) which is designated by the Facility Agent with the approval of the Parent Guarantor (such consent not to be unreasonably withheld or delayed) , as such account for the purposes of this Agreement.

“Debtor Relief Laws” shall mean the U.S. Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means an Event of Default or a Potential Event of Default.

“Default Period” means, with respect to any Lender, the period during which such Lender is a Defaulting Lender.

“Defaulting Lender” shall mean any Lender with respect to which a Lender Default is in effect.

“Delegate” means any delegate, agent, attorney, co-trustee or other person appointed by the Security Agent.

“Delivery Date” means, in relation to a Ship, the date on which that Ship is delivered by the relevant Builder to the relevant Owner Guarantor designated or to be designated as receiving delivery of such Ship pursuant to the Shipbuilding Contract.

“Delivery Instalment” means, in relation to a Ship, the delivery instalment of the relevant Contract Price payable under the Shipbuilding Contract.

“Demand Date” means the date on which the ECA Agent shall have properly documented its demand on KEXIM for payment in accordance with the procedures of the KEXIM Guarantee.

“Disbursement Authorization” has the meaning given in paragraph (b) of Clause 5.8 (Prepositioning of funds).

“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 Obligor; or

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

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

(ii)           from communicating with other Parties or, if applicable, any Obligor 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, any Obligor.

“Dividend” means, with respect to any Person, a dividend, distribution or return of any equity capital to its stockholders, partners or members, any other distribution, payment or delivery of property or cash to its stockholders, partners or members in their capacity as such (other than common stock, and the right to purchase any of such stock of such Person), the redemption, retirement, purchase or acquisition, directly or indirectly, for a consideration of any shares of any class of its capital stock or any other Equity Interests outstanding on or after the date of this Agreement (or any options or warrants issued by such Person with respect to its capital stock or other Equity Interests), including Stock Buy-Backs, or the setting aside of any funds for any of the foregoing purposes, or the granting of permission to any of its Subsidiaries to purchase or otherwise acquire for a consideration (other than common stock, Qualified Preferred Stock and the right to purchase any of such stock of such Person) any shares of any class of the capital stock or any other Equity Interests of such Person outstanding on or after the date of this Agreement (or any options or warrants issued by such Person with respect to its capital stock or other Equity Interests) except for share repurchases resulting from the unwinding of any share sale requiring the repayment of any advances in connection with such sale as a result of any default on payment on the part of the ultimate purchaser of such shares.  Without limiting the foregoing, “Dividends” with respect to any Person shall also include all payments made or required to be made by such Person with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting aside of any funds for the foregoing purposes.  For the avoidance of doubt, (i) any non-cash anti-dilution adjustments under the warrants listed on in Schedule 14 (Non-cash charges) shall not constitute a Dividend and (ii) payments under the indemnification provisions of the Merger Agreement shall constitute a Dividend.

“Document of Compliance” has the meaning given to it in the ISM Code.

“dollars” and “$” mean the lawful currency, for the time being, of the U.S.

“Earnings” means, in relation to a Ship, all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Owner Guarantor owning that Ship or the Security Agent and which arise out of the use or operation of that Ship, including (but not limited to):

(a)                                 the following, save to the extent that any of them is, as of the date of this Agreement or with the prior written consent of the Facility Agent, pooled or shared with any other person:

(i)            all freight, hire and passage moneys;

(ii)           compensation payable to the Owner Guarantor owning that Ship or the Security Agent in the event of requisition of that Ship for hire;

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(iii)          remuneration for salvage and towage services;

(iv)          demurrage and detention moneys;

(v)           damages for breach (or payments for variation or termination) of any charter party or other contract for the employment of that Ship;

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

(vii)         all monies which are at any time payable to the Owner Guarantor owning that Ship in relation to general average contribution; and

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

“Earnings Account” means, in relation to an Owner Guarantor:

(a)                                 an account in the name of that Owner Guarantor with the Account Bank designated “Earnings Account”; or

(b)                                 any other account (with that or another office of the Account Bank or with a bank or financial institution other than the Account Bank) which is designated by the Facility Agent with the approval of the Parent Guarantor (such consent not to be unreasonably withheld or delayed) , as such account for the purposes of this Agreement.

“ECAs” means KEXIM and K-Sure (and each, an “ECA”).

“ECA Ships” means Ship A, Ship B, Ship C, Ship D, Ship E, Ship F, Ship I, Ship J, Ship K, Ship L, Ship M, Ship N and Ship O (and each, an “ECA Ship”).

“ECA Vessel Loans” means the Vessel Loans in relation to the ECA Ships.

“ECP” means an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder.

“EDGAR” means the Electronic Data Gathering, Analysis, and Retrieval system maintained by the SEC.

“Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, directives, claims, liens, notices of noncompliance or violation, investigations or proceedings relating in any way to any Environmental Law or any permit issued, or any approval given, under any such Environmental Law (hereafter, “Claims”), including, without limitation:

(a)                                 any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, and

(b)                                 any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief in connection with

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alleged injury or threat of injury to health, safety or the environment due to the presence of Hazardous Materials.

“Environmental Law” means any applicable federal, state, foreign, or local statute, legal requirements, law, treaty, protocol, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written policy, deed or rule of common law, now or hereafter in effect and in each case as amended, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, to the extent binding on the Parent Guarantor or any of its Subsidiaries, relating to the environment or to Hazardous Materials, including, without limitation, CERCLA; OPA; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Hazardous Material Transportation Act, 49 U.S.C. § 5101 et seq.; any applicable state, foreign, international or local counterparts or equivalents thereof, in each case as amended from time to time; and any applicable rules, regulations or requirements of an Approved Classification Society in respect of any Ship.

“Equity Interests” of any person means:

(a)                                 any and all shares and other equity interests (including common stock, preferred stock, limited liability company interests and partnership interests) in such person; and

(b)                                 all rights to purchase, warrants or options or convertible debt (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) such shares or other interests in such person.

“Equity Proceeds Amount” shall mean, on any date, the amount of Net Cash Proceeds received by the Parent Guarantor from the issuance of Equity Interests of the Parent Guarantor after the date of this Agreement less the amount of Dividends paid by the Parent Guarantor and any cash payments in respect of Blue Mountain Indebtedness made pursuant to Clause 21.28 (Dividends) prior to such date.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.  Section references to ERISA are to ERISA, as in effect at the date of this Agreement and any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.

“ERISA Affiliate” means any trade or business (whether or not incorporated) which together with the Parent Guarantor or a Subsidiary of the Parent Guarantor would be deemed to be a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“Event of Default” means any event or circumstance specified as such in Clause 27 (Events of Default).

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and any successor act thereto, and (unless the context otherwise requires) includes the rules and regulations of the Commission promulgated thereunder.

“Excess Asset Sale Proceeds Amount” means the amount of net cash proceeds received by the Parent Guarantor and its Subsidiaries from the sale of any assets consummated on or after the date of this Agreement (after the payment of any Financial Indebtedness required to be repaid as a consequence of the sale of such assets), which are designated by the Parent Guarantor at any time after such sale to be included in the Excess Asset Sale

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Proceeds Amount; provided that the Parent may not make such a designation if a Restricted Payment has been made under Clause 21.28 (Dividends) and such Restricted Payment would not have been permitted under such Clause if such amount of gain from the sale of such assets had been excluded from Consolidated Net Income at the time such Restricted Payment was made.

“Excluded Hedging Obligation” means, with respect to a Hedge Guarantor, any Hedging Obligation if, and to the extent that, all or a portion of the guarantee of such Hedge Guarantor of, or the grant by such Hedge Guarantor of a security interest to secure, such Hedging Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Hedge Guarantor’s failure for any reason to constitute an ECP at the time the guarantee of such Hedge Guarantor or the grant of such security interest becomes effective with respect to such Hedging Obligation. If a Hedging Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Hedging Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient,

(a)                                 Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, imposed as a result of such Recipient being organized under the laws of, or having (or having had) its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof);

(b)                                 Taxes attributable to such Recipient’s failure to comply with Clause 12.2(c) (Tax Gross-up); and

(c)                                  any U.S. federal withholding Taxes imposed under FATCA.

“Executive Order” has the meaning provided in paragraph (a) of Clause 18.17 (Sanctions).

“Existing Indebtedness” has the meaning provided in Clause 18.21 (Indebtedness).

“Facility” means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

“Facility Office” means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than 5 Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“Fair Market Value” means, in relation to a Ship or any other vessel, at any date, the fair market value of that Ship or vessel shown by the arithmetic mean of two valuations, each:

(a)                                 as at a date not more than 14 Business Days previously;

(b)                                 prepared by Approved Appraisers which shall be selected by the Parent Guarantor;

(c)                                  for and addressed to the Facility Agent;

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(d)                                 with or without physical inspection of that Ship or vessel (as the Facility Agent may require); and

(e)                                  on the basis of a sale for prompt delivery for cash on normal arm’s length commercial terms as between a willing seller and a willing buyer, free of any Charter or other contract of employment (and with no value to be given to any pooling arrangements),

after deducting the estimated amount of the usual and reasonable expenses which would be incurred in connection with the sale, provided that if a range of values is provided in a particular appraisal, then the Fair Market Value in such appraisal shall be deemed to be the median of such values and if such valuations differ by more than 15% of the lower valuation, a third valuation shall be obtained from another Approved Appraiser selected by the Facility Agent) and the fair market value of that Ship or vessel shall be shown by the arithmetic mean of all three such valuations.

“FATCA” means Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(i) of the Code and any legislation adopted pursuant to any intergovernmental agreement to implement the foregoing.

“Fee Letter” means any letter or letters dated on or about the date of this Agreement between any of the Mandated Lead Arrangers, the Facility Agent and the Security Agent and any Obligor setting out any of the fees referred to in Clause 11 (Fees, KEXIM Premium and K-Sure Premium).

“Finance Document” means:

(a)                                 this Agreement;

(b)                                 any Fee Letter;

(c)                                  the Notes;

(d)                                 each Utilization Request;

(e)                                  any Security Document;

(f)                                   any Hedging Agreement;

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

(h)                                 any other document designated as such by the Facility Agent and the Borrower.

“Finance Party” means the Bookrunners, the Facility Agent, the Security Agent, the Lead Arrangers, the Mandated Lead Arrangers, the Global Co-ordinators, the ECA Co-ordinator, the ECA Agent, a Lender or a Hedge Counterparty.

“Financial Covenants” means the covenants set forth in Clause 20 (Financial Covenants).

“Financial Indebtedness” means any indebtedness for or in relation to:

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(a)                                 all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money or for the deferred purchase price of property or services;

(b)                                 the maximum amount available to be drawn under all letters of credit issued for the account of such Person and all unpaid drawings in respect of such letters of credit;

(c)                                  all indebtedness of the types described in paragraphs (a) to (g) of this definition secured by any Security on any property owned by such Person, whether or not such indebtedness has been assumed by such Person (to the extent of the value of the respective property);

(d)                                 the aggregate amount required to be capitalized under leases under which such Person is the lessee;

(e)                                  all obligations of such person to pay a specified purchase price for goods or services, whether or not delivered or accepted ( i.e. take-or-pay and similar obligations);

(f)                                   all Contingent Obligations of such Person, and

(g)                                  all obligations under any Hedging Agreement or Other Hedging Agreement,

provided that Financial Indebtedness shall in any event not include trade payables and expenses accrued in the ordinary course of business.

“First Advance” has the meaning given to it in Clause 6.3 (Consolidation of Repayment Dates).

“First Fiscal Quarter Date” means in relation to a Vessel Loan, the earliest Fiscal Quarter Date that occurs immediately following a period of three Months after the Utilization Date of such Advance.

“Fiscal Quarter Date” means in relation to a Vessel Loan, 31 March, 30 June, 30 September and 31 December of each calendar year commencing from the Utilization Date of such Vessel Loan.

“Fiscal Year” means, in relation to any person, each period of one (1) year commencing on January 1 of each year and ending on December 31 of such year in respect of which its accounts are or ought to be prepared.

“Flag Jurisdiction Transfer” shall mean the transfer of the registration and flag of a Ship from one Approved Flag to another Approved Flag in accordance with Clause 24.3 (Flag Jurisdiction Transfer).

“Flag Jurisdiction Transfer Date” shall mean the date on which a Flag Jurisdiction Transfer occurs.

“Foreign Pension Plan” means any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States of America by the Parent Guarantor or any one or more of its Subsidiaries primarily for the benefit of employees of the Parent Guarantor or such Subsidiaries residing outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, and which plan would be covered by Title IV of ERISA but which is not subject to ERISA by reason of Section 4(b)(4) of ERISA.

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“GAAP” means generally accepted accounting principles in the U.S., including, without limitation, those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession.

“Governmental Authority” means the government of the United States, any other nation or any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Group” means the Parent Guarantor and its Subsidiaries.

“Guarantors” means the Parent Guarantor, the Shareholder and the Owner Guarantors (and each, a “Guarantor”).

“Hazardous Materials” means:

(a)                                 any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls, and radon gas;

(b)                                 any chemicals, materials or substances defined as or included in the definition of “hazardous substances,” “hazardous waste,” “hazardous materials,” “extremely hazardous substances,” “restricted hazardous waste,” “toxic substances,” “toxic pollutants,” “contaminants,” or “pollutants,” or words of similar import, under any applicable Environmental Law; and

(c)                                  any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority under Environmental Laws.

“Hedging Agreement” means each ISDA master agreement (together with the schedule thereto) made between the Borrower or the Parent Guarantor (as the case may be) and a Hedge Counterparty for the hedging of the Borrower’s interest rate exposure under this Agreement.

“Hedging Obligation” means, with respect to the Borrower, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Immaterial Subsidiary” means any Subsidiary of the Parent Guarantor (other than an Obligor and any Subsidiary who is an obligor or security provider in relation to the Re-financing Facility and/or the Sinosure Facility) whose aggregate assets account for less than 5.0% of the consolidated total assets of the Parent Guarantor (as determined in accordance with GAAP) and less than 5.0% of the Consolidated EBITDA of the Parent Guarantor.

“Indemnified Person” has the meaning given to it in Clause 14.2(b) (Other indemnities).

“Indemnified Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Finance Document and (b) to the extent not otherwise described in (a), Other Taxes.

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“Insurances” means, in relation to a Ship:

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

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

“Intercompany Ship Delivery Agreement” means in relation to a Navig8 Ship, the ship delivery agreement entered into between amongst others, Subsidiary Inc., the relevant Owner Guarantor, the relevant Builder and the Borrower, together with the relevant assignment (and if applicable, nomination) agreement referred to therein, in the agreed form.

“Interest Expense Coverage Ratio” shall mean, for any period, the ratio of the Consolidated EBITDA for such period to the Consolidated Cash Interest Expense for such period.

“Interest Period” means, in relation to an Advance, the Loan or any part of the Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).

“ISM Code” means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelines on its implementation), adopted by the International Maritime Organization, as the same may be amended or supplemented from time to time.

“ISPS Code” means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization’s (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.

“ISSC” means an International Ship Security Certificate issued under the ISPS Code.

“KEXIM Funded Tranche” means the term loan of an aggregate principal amount of up to $197,412,033to be provided by KEXIM to the Borrower under the terms of this Agreement, or as the context may require, in respect of each Vessel Loan, that portion of such aggregate principal amount corresponding to the relevant Ship as set out in Schedule 4 (Tranches and Commitments) or, as the context may require, the principal amount outstanding thereunder at the relevant time.

“KEXIM Funded Tranche Commitments” means the amount of $197,412,033 or as the context may require, in relation to the Vessel Loan, the amount set out in Schedule 4 (Tranches and Commitments) corresponding to the relevant Ship’s name.

“KEXIM Funded Tranche Repayment Instalment” has the meaning given to it in Clause 6.1 (Repayment of Loan).

“KEXIM Guarantee” means an absolute, irrevocable and unconditional first demand guaranty issued by KEXIM in the maximum principal amount of $139,675,594 (which includes the KEXIM Premium) in favor of the KEXIM Guaranteed Lenders, guaranteeing the

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obligations of the Borrower in form and substance acceptable to the ECA Agent acting with the authorization of the KEXIM Guaranteed Lenders).

“KEXIM Guaranteed Tranche” means the term loan of an aggregate principal amount of up to $139,675,594 (which includes the KEXIM Premium), to be provided by the KEXIM Guaranteed Lenders to the Borrower under the terms of this Agreement and fully guaranteed under the terms of the KEXIM Guarantee or, as the context may require, the principal amount outstanding thereunder at the relevant time.

“KEXIM Guaranteed Tranche Commitments” means:

(a)                                 in relation to a KEXIM Guaranteed Lender, the aggregate amount set forth opposite its name in Part A of Schedule 4 (Tranches and Commitments) in respect of the KEXIM Guaranteed Tranche or as the context may require, in relation to a KEXIM Guaranteed Lender and a Vessel Loan, that amount corresponding to that Ship to set out in Schedule 4 (Tranches and Commitments); and

(b)                                 in relation to any other Lender, such amount assigned to it under this Agreement in respect of the KEXIM Guaranteed Tranche,

in each case, to the extent not cancelled, reduced or transferred by it under this Agreement.

“KEXIM Guaranteed Tranche Repayment Instalment” has the meaning given to it in Clause 6.1 (Repayment of Loan).

“KEXIM Matters” means all communications and dealings with KEXIM in connection with the KEXIM Guarantee, any Finance Document, the Borrower and/or any other Obligor or any matters relating thereto (including, without limitation, obtaining any approvals and/or instructions from KEXIM).

“KEXIM Premium” means in relation to an Advance, such percentage of the KEXIM Guaranteed Tranche as specified in the relevant Fee letter (and as calculated and confirmed by KEXIM), and which shall be payable to KEXIM from the proceeds of the KEXIM Guaranteed Tranche in relation to such Advance on the Utilisation Date of such Advance.

“KEXIM Prepayment Fee” means a non-refundable prepayment fee of an amount equivalent to 0.50% of the amount prepaid or cancelled under the KEXIM Funded Tranche.

“KEXIM Put Option” has the meaning given to it in Clause 7.8 (KEXIM and K-Sure Put Options).

“K-Sure” means Korea Trade Insurance Corporation of 14 Jongno, Jongno-gu, Seoul 110-729, Republic of South Korea.

“K-Sure Insurance Policy” means, in respect of a Ship, the policy of the Medium and Long term Export Insurance Policy, incorporating (i) the general terms and conditions of the Medium and Long Term Export Insurance (Buyer’s Credit, Standard Type) and (ii) the special terms and conditions attached thereto, and issued or to be issued by K-SURE, providing political and commercial risk cover in an amount of up to 95% of the relevant portion of the K-Sure Tranche utilized in respect of the Vessel Loan of such Ship (including for the avoidance of doubt, the K-Sure Premium) outstanding from time to time and accrued interest thereunder.

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“K-Sure Matters” means all communications and dealings with K-Sure in connection with each K-Sure Insurance Policy, any Finance Document, the Borrower and/or any other Obligor or any matters relating thereto (including, without limitation, obtaining any approvals and/or instructions from K-Sure).

“K-Sure Notice” means the written notice issued by K-Sure confirming that it has obtained all relevant approvals and other necessary consents for the purpose of authorising the issuance of the K-Sure Insurance Policies.

“K-Sure Premium” means in relation to an Advance, subject to Clause 33.23 (K-Sure Premium and K-Sure), 4.747% of the K-sure Tranche (excluding such portion required for the funding thereof), as calculated and confirmed by K-Sure, and which shall be payable from the proceeds of the K-Sure Tranche in relation to each Advance on the date of Utilization of that Advance.

“K-Sure Put Option” has the meaning given to it in Clause 7.8 (KEXIM and K-Sure Put Option).

“K-Sure Tranche” means the term loan of an aggregate principal amount of up to $344,638,638 (which includes the K-Sure Premium), to be provided by the K-Sure Lenders to the Borrower under the terms of this Agreement and which is secured by the K-Sure Insurance Policies or, as the context may require, the principal amount outstanding thereunder at any relevant time.

“K-Sure Tranche Commitments” means:

(a)                                 in relation to a K-Sure Lender, the aggregate amount set forth opposite its name in Part A of Schedule 4 (Tranches and Commitments) in respect of the K-Sure Tranche or as the context may require, in relation to such K-Sure Lender and a Vessel Loan of a Ship, that amount corresponding to that Ship as set out in Schedule 4  (Tranches and Commitments); and

(b)                                 in relation to any other Lender, such amount assigned to it under this Agreement in respect of the K-Sure Tranche,

in each case, to the extent not cancelled, reduced or transferred by it under this Agreement.

“K-Sure Tranche Repayment Instalment” has the meaning given to it in Clause 6.1 (Repayment of Loan).

“Leaseholds” of any person shall mean all the right, title and interest of such person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.

“Lender” means:

(a)                                 any Original Lender; and

(b)                                 any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 28 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with this Agreement.

“Lender Default” means, as to any Lender:

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(a)                                 the wrongful refusal (which has not been retracted) of such Lender make available its portion of any Utilization,

(b)                                 such Lender having been deemed insolvent or having become the subject of a bankruptcy or insolvency proceeding or a takeover by a regulatory authority, or

(c)                                  such Lender having notified the Facility Agent and/or any Obligor:

(i)                                     that it does not intend to comply with its obligations under Clause 5.4 (Lender’s participation) in circumstances where such non-compliance would constitute a breach of such Lender’s obligations under the respective Clause or

(ii)                                  of the events described in the preceding paragraph (b),

provided that, no Lender Default shall occur under paragraph (b) solely as a result of the acquisition or maintenance of an ownership interest in such Lender or Person controlling such Lender or the exercise of control over such Lender or Person controlling such Lender by a Governmental Authority or an instrumentality thereof, so long as such ownership or controlling interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“LIBOR” means, in relation to any Advance, the Loan, any part of the Loan or any Unpaid Sum:

(a)                                 the applicable Screen Rate as of the Specified Time for dollars and for a period equal in length to the Interest Period of the relevant Advance, the Loan, the relevant part of the Loan or the Unpaid Sum; or

(b)                                 as otherwise determined pursuant to Clause 10.1 (Unavailability of Screen Rate),

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

“Loan” means the aggregate principal amount outstanding for the time being of the borrowings under this Agreement.

“Major Casualty” means, in relation to a Ship, any casualty to that Ship in relation to which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $1,000,000 or the equivalent in any other currency.

“Majority Lenders” means:

(a)                                 if no Advance has yet been made, or if only some of the Vessel Tranches (but not all of the Vessel Tranches) have been utilized, a Lender or Lenders whose Commitments aggregate more than 662/3 percent of the Total Commitments; or

(b)                                 at any other time, a Lender or Lenders whose participations in the Loan aggregate more than 662/3 percent of the amount of the Loan then outstanding, or, if the Loan has been repaid or prepaid in full, a Lender or Lenders whose participations in the Loan immediately before repayment or prepayment in full aggregate more than 662/3 percent of the Loan immediately before such repayment,

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provided that any Majority Lenders’ decision shall always include at least one Commercial Lender and for the avoidance of doubt, KEXIM’s decision alone shall not satisfy the requirement of 662/3 for any Majority Lenders’ decision, and provided, further, that if any Lender shall be a Defaulting Lender at such time, then such Defaulting Lender’s Commitment or participation in the Loan shall be excluded from the determination of Majority Lenders for so long as such Lender is a Defaulting Lender.

“Manager’s Undertaking” means, in relation to a Ship, the letter of undertaking from each of the relevant Approved Managers in respect of such Ship in agreed form.

“Margin” means:

(a)                                 in relation to the Commercial Tranche, 2.75% per annum;

(b)                                 in relation to the KEXIM Guaranteed Tranche, 1.50% per annum;

(c)                                  in relation to the KEXIM Funded Tranche, 2.60% per annum; and

(d)                                 in relation to the K-Sure Tranche, 1.70% per annum.

“Margin Regulations” means the provisions of Regulations T, U and X of the Board of Governors of the Federal Reserve System.

“Margin Stock” has the meaning provided in Regulation U.

“Master Agreement” means in respect of a Scorpio Ship, the master agreement dated 18 March 2014 entered into between the Shareholder as buyer and Scorpio Tankers Inc. as seller, for the purchase by the Shareholder of the all the membership interests of each of the Owner Guarantors which is a party to the Shipbuilding Contract of that Ship.

“Material Adverse Effect” means a material adverse effect on:

(a)                                 the business, property, assets, liabilities, condition (financial or otherwise) of any Obligor and its Subsidiaries taken as a whole,

(b)                                 the validity or enforceability of, or the effectiveness or ranking of any Security granted or intended to be granted pursuant to any of, the Finance Documents or the rights and remedies of any Finance Party under any Finance Documents; or

(c)                                  the ability of any Obligor and its Subsidiaries, taken as a whole, to perform its or their obligations under any Finance Document.

“Maximum Contract Price” means, in relation to a Ship, the maximum contract price set out in the corresponding column under the heading “Maximum Contract Price” in Schedule 8 (Details of the Ships).

“Merger” means the merger of Gener8 Maritime Acquisition, Inc. into Navig8 Crude Tankers, Inc. with the Parent Guarantor as the surviving entity pursuant to the Merger Agreement.

“Merger Agreement” means the agreement and plan of merger dated 24 February 2015 entered into between, amongst others, General Maritime Corporation, Gener8 Maritime Acquisition, Inc. and Navig8 Crude Tankers, Inc in connection with inter alia, the proposed reverse subsidiary merger between Navig8 Crude Tankers, Inc. and Gener8 Maritime Acquisition, Inc.

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“Minimum Liquidity Account” means the account in the name of the Parent Guarantor with the Account Bank designated “Gener8 Maritime, Inc. -Minimum Liquidity Account (KEXIM)”.

‘Minimum Liquidity Amount” means a pro rata amount corresponding with the proportion that the outstanding Loan of all the Lenders hereunder bear to the aggregate outstanding loans of the Re-financing Facility, the Sinosure Facility and the outstanding Loan of all Lenders hereunder of an amount equivalent to the greater of:

(a)                                 $50,000,000; and

(b)                                 5.0% of Total Indebtedness.

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

“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:

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

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

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

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

“Mortgage” means, in relation to a Ship, a first preferred Marshall Islands or Liberian ship mortgage on that Ship in agreed form.

“Multiemployer Plan” means an “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA) which is a “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA) and which is currently contributed to by (or to which there is a current obligation to contribute of) the Borrower or a Subsidiary of the Borrower or any ERISA Affiliate (other than any Person who is considered an ERISA Affiliate solely pursuant to subsection (m) or (o) of Section 414 of the Code), and any such “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA) to which the Borrower or a Subsidiary of the Borrower or any ERISA Affiliate (other than any Person who is considered an ERISA Affiliate solely pursuant to subsection (m) or (o) of Section 414 of the Code) contributed to or had an obligation to contribute to such “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA) during the preceding five-year period.

“Navig8 Group” shall mean Navig8 Ltd. and its Affiliates.

“Navig8 Ship” means each of Ship A. Ship B, Ship C, Ship D, Ship E, Ship F, Ship G and Ship H (and any two or more collectively, the “Navig8 Ships”) .

“Net Cash Proceeds” means,

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(a)                                 with respect to any Security Assets Disposition, the aggregate cash payments (including any cash received by way of deferred payment pursuant to a note receivable issued in connection with such Security Assets Disposition, other than the portion of such deferred payment constituting interest, but only as and when received) received by the Parent Guarantor or the Borrower or any of their respective Subsidiaries from such Security Assets Disposition net of

(i)                                     reasonable transaction costs (including, without limitation, reasonable attorney’s fees) and sales commissions and

(ii)                                  the estimated marginal increase in income taxes and any stamp tax payable by the Parent Guarantor, the Borrower or any of its Subsidiaries as a result of such Security Assets Disposition and

(b)                                 with respect to the issuance of any Equity Interests, the aggregate cash proceeds received by the Parent Guarantor from such equity issuance net of reasonable transaction costs related thereto (including, without limitation, reasonable attorney’s fees).

“Net Worth” shall mean, as to any Person, the sum of its capital stock, capital in excess of par or stated value of shares of its capital stock, retained earnings and any other account which, in accordance with GAAP, constitutes stockholders’ equity, but excluding treasury stock and the effect of any impairment of intangible assets on and after the date of this Agreement.

“Non-Defaulting Lenders” means all Lenders other than the Defaulting Lender(s).

“Non-ECA Ships” mean each of Ship G and Ship H (and each or either of them, a “Non-ECA Ship”).

“Non-ECA Vessel Loans” means the Vessel Loans in relation to the Non-ECA Ships.

“Non-Lender” means a bank or financial institution who is not a Lender or an Affiliate of a Lender.

“Non-Lender Designated Transaction” means, in relation to the Borrower, a transaction which fulfils the following requirements:

(a)                                 it is entered into by the Borrower pursuant to a Non-Lender Hedging Agreement with a Non-Lender; and

(b)                                 its purpose is the hedging of all or part of the Borrower’s exposure to fluctuations in:

(i)                                     LIBOR arising from the funding of the Loan, or any part thereof for a period expiring no later than the final Termination Date or

(ii)                                  currency or any other purpose or risks as agreed by a Non-Lender.

“Non-Lender Hedging Agreement” means each ISDA master agreement (together with the schedule thereto)made or to be between the Borrower and a Non-Lender and includes all Non-Lender Designated Transactions from time to time entered into and Confirmations of Non-Lender Designated Transactions from time to time exchanged under such master agreement.

“Non-Lender Swap Exposure” means, as at any relevant date, the aggregate of the amounts certified by a Non-Lender to the Facility Agent to be the aggregate net amount in Dollars

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which would be payable by the Borrower to that person under (and calculated in accordance with) the applicable provisions of the relevant Non-Lender Hedging Agreement if an Early Termination Date (as defined in the relevant Non-Lender Hedging Agreement) had occurred on the relevant date in relation to all continuing Non-Lender Designated Transactions.

“Note” means a promissory note of the Borrower payable to a Lender, evidencing the aggregate indebtedness of the Borrower to such Lender in respect of the Advances made by such Lender to the Borrower under this Agreement, in agreed form.

“Obligor” means the Borrower, the Parent Guarantor, the Shareholder, an Owner Guarantor or a Hedge Guarantor.

“OPA” means the Oil Pollution Act of 1990, as amended, 33 U.S.C. § 2701 et seq.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Original Financial Statements” means, in relation to the Parent Guarantor, the audited consolidated financial statements of the Group for its Fiscal Year ended 2014.

“Other Hedging Agreement” means any foreign exchange contracts, currency swap agreements, commodity agreements or other similar agreement or arrangements designed to protect against fluctuations in currency and commodity values, and shall for the avoidance of doubt, exclude any agreement to hedge interest rate fluctuations.

“Other Permitted Security” has the meaning ascribed thereto in Clause 21.21(a) (Negative pledge).

“Owner Guarantor A”, “Owner Guarantor B” , “Owner Guarantor C” , “Owner Guarantor D” , “Owner Guarantor E” , “Owner Guarantor F” , “Owner Guarantor G” , “Owner Guarantor H” , “Owner Guarantor I” , “Owner Guarantor J” , “Owner Guarantor K” , “Owner Guarantor L” , “Owner Guarantor M”, “Owner Guarantor N” and “Owner Guarantor O”  have the meanings set out in Schedule 8 (Details of the Ships).

“pari passu”, when used with respect to the ranking of any Financial Indebtedness of any person in relation to other Financial Indebtedness of such person, means that each such Financial Indebtedness:

(a)                                 either (i) is not subordinated in right of payment to any other Financial Indebtedness of such person or (ii) is subordinate in right of payment to the same Financial Indebtedness of such person as is the other and is so subordinate to the same extent; and

(b)                                 is not subordinate in right of payment to the other or to any Financial Indebtedness of such person as to which the other is not so subordinate.

“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.

“PATRIOT Act” means the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001.

“Party” means a party to this Agreement.

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“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

“Permitted Encumbrance” means:

(a)                                 in relation to Real Property, easements, rights-of-way, restrictions, encroachments, exceptions to title and other similar charges or encumbrances; and

(b)                                 in relation to any Ship or any asset which is subject to Security under a Finance Document, any Permitted Security; and

(c)                                  in relation to any other property not referred to in paragraphs (a) and (b) above, charges or encumbrances over such property arising in the ordinary course of business which do not materially diminish the value of such property .

“Permitted Blue Mountain Refinancing Indebtedness” shall mean any Financial Indebtedness of the Parent Guarantor issued or given in exchange for, or the proceeds of which are used to, extend, refinance, renew, replace or refund the Blue Mountain Indebtedness, so long as:

(a)                                 such Financial Indebtedness has a weighted average life to maturity greater than or equal to the weighted average life to maturity of the Blue Mountain Indebtedness;

(b)                                 such extension, refinancing, renewal, replacement or refunding does not:

(i)            increase the amount of the Blue Mountain Indebtedness outstanding immediately prior to such extension, refinancing, renewal, replacement or refunding (it being understood and agreed that any premium due under the Blue Mountain Indebtedness shall not constitute an increase in the amount of the Blue Mountain Indebtedness) ; or

(ii)           add guarantors, obligors or security from that which applied to the Blue Mountain Indebtedness on the date hereof, and

(iii)          such Indebtedness otherwise complies with the Blue Mountain Indebtedness Requirements.

“Permitted Security” means:

(a)                                 Security created by the Finance Documents;

(b)                                 any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

(c)                                  liens for unpaid master’s and crew’s wages in accordance with usual maritime practice;

(d)                                 liens for salvage;

(e)                                  liens for master’s disbursements incurred in the ordinary course of trading; and

(f)                                   any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of any Ship and not as a result of any default or omission by any Obligor,

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provided that such liens do not secure amounts more than 30 days overdue and, in the case of liens for repair or maintenance, such liens do not secure any amounts exceeding $1,000,000.

“Person” means any individual, partnership, joint venture, firm, corporation, association, trust or other enterprise or any government or political subdivision or any agency, department or instrumentality thereof.

“Plan” means any “employee pension benefit plan” as defined in Section 3(2) of ERISA, which is currently maintained or contributed to by (or to which there is a current obligation to contribute of) the Borrower or a Subsidiary of the Borrower or any ERISA Affiliate and which is subject to ERISA.

“Pool Agreement” means, in relation to a Ship, , a pool management for a duration of 12 months or more entered into or to be entered into by (or as may be novated to) the relevant Owner Guarantor of that Ship and a Pool Manager (as amended and/or supplemented from time to time).

“Pool Manager” means, in relation to a Ship, VL8 Pool Inc., V8 Pool Inc., Unique Tankers LLC, any Affiliate of the Parent Guarantor (provided that the requirements of Clause 21.30 (Other transactions) shall be satisfied with respect thereto) or any other reputable pool manager (provided that the Parent Guarantor shall give the Facility Agent at least 30 days’ prior written notice of the inclusion of the relevant Ship (to which such pool manager relates) in a new Pool Agreement.

“Potential Event of Default” means any event or circumstance specified in Clause 27 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Projections” means the Parent Guarantor’s forecasted consolidated and consolidating:

(a)                                 balance sheets;

(b)                                 profit and loss statements;

(c)                                  cash flow statements; and

(d)                                 capitalization statements,

all prepared on a Subsidiary by Subsidiary basis and based upon good faith estimates and assumptions believed by the Parent Guarantor to be reasonable at the time made, together with appropriate supporting details and a statement of underlying assumptions.

“Put Options” means the KEXIM Put Option and the K-Sure Put Option (and each, a “Put Option”).

“Qualified ECP Guarantor” means, in respect of any Hedging Obligation, each Hedge Guarantor that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Hedging Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

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“Qualified Preferred Stock” means any preferred stock so long as the terms of any such preferred stock:

(e)                                  do not contain any mandatory put, redemption, repayment, sinking fund or other similar provision occurring no earlier than one year after the last Termination Date,

(f)                                   do not require the cash payment of dividends and

(g)                                  any other preferred stock that:

(i)            satisfies paragraph (a) of this definition of Qualified Preferred Stock and

(ii)           that is otherwise issuable or may be distributed pursuant to a shareholders’ rights plan of the Parent Guarantor; provided, however, any Dividend or similar feature of such Qualified Preferred Stock shall only be declared and paid in accordance with Clause 21.28 (Dividends).

“Qualified Sanctions” means any economic or financial sanctions, regulations, trade embargoes or other restrictive measures imposed, administered, enacted or enforced from time to time by the United Nations Security Council, the European Union, the German Bundesbank, the Federal Ministry of Economics and Energy (Bundesministerium für Wirtschaft und Energie) or other competent authorities of the Federal Republic of Germany.

“Qualified Sanctions Lender” means Landesbank Hessen-Thueringen Girozentrale and any other Lender that has notified the Facility Agent in writing that it wishes to be treated as a Qualified Sanctions Lender.

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period unless market practice differs in the Relevant Interbank Market in which case the Quotation Day will be determined by the Facility Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).

“Rating Agencies” means:

(a)                                 S&P and Moody’s; or

(b)                                 if S&P or Moody’s or both of them are not making ratings of securities publicly available, a nationally recognized U.S. rating agency or agencies, as the case may be, selected by the Facility Agent with the consent of the Majority Lenders, which will be substituted for S&P or Moody’s or both, as the case may be.

“Real Property” of any person shall mean all the right, title and interest of such person in and to land, improvements and fixtures, including Leaseholds.

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets.

“Re-financing Facility” means the term loan facility of up to $581,000,000 to be provided by certain banks and financial institutions to the Parent Guarantor and certain of its Subsidiaries to inter alia, re-finance certain loans obtained by the Parent Guarantor and certain of its Subsidiaries in respect of its existing fleet of ships.

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“Re-financing Facility Credit Agreement” means the credit agreement dated on or about the date of this Agreement and to be executed by, inter alia, the Parent Guarantor and certain of its Subsidiaries in respect of the Re-financing Facility.

“Regulation U” shall mean Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“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 Advance” has the meaning given to it in Part B of Schedule 2 (Conditions Precedent).

“Relevant Interbank Market” means the London interbank market.

“Remaining Shipyard Payments” means, as of any date:

(a)                                 the aggregate of all the Delivery Instalments payable to the relevant Builder(s) in relation to the Ships and the delivery instalments payable to the relevant builder(s) of all vessels financed pursuant to the Sinosure Facility;

minus

(b)                                 the aggregate amounts paid by the Parent Guarantor or its subsidiaries to the relevant builder(s) prior to such date;

minus

(c)                                  the aggregate principal amount of Loan and aggregate Available Commitments of all Lenders under all Vessel Loans and loans and unfunded commitments under the Sinosure Facility.  For the avoidance of doubt, if the Remaining Shipyard Payments are negative, the Remaining Shipyard Payments shall be deemed to be zero.

“Repayment Date” means each date on which a Repayment Instalment is required to be paid under Clause 6.1 (Repayment of Loan).

“Repayment Instalments” means the Commercial Tranche Repayment Instalments, the KEXIM Guaranteed Tranche Repayment Instalments, the KEXIM Funded Tranche Repayment Instalments and the K-Sure Tranche Repayment Instalments (and each, a “Repayment Instalment”).

“Repeating Representation” means each of the representations set out in Clause 18.2 (Corporate / Limited Liability Company/ Limited Partnership Status), 18.3 (Corporate power and authority; legal validity and enforceability), 18.4 (Pari passu ranking), 18.5 (No violation), 18.6 (Government approvals), 18.7 (Financial statements; Financial condition; Undisclosed Liabilities)18.8 (Litigation), 18.10 (Use of proceeds, Margin Regulations), 18.13 (Subsidiaries) 18.14 (Compliance with statutes etc.), Clause 18.16 (Anti-money laundering; anti-corruption) and Clause 18.17 (Sanctions) and any representation of any Obligor made in any other Finance Document that is expressed to be a “Repeating Representation” or is otherwise expressed to be repeated.

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“Reportable Event” means an event described in Section 4043(c) of ERISA with respect to a Plan (other than any Plan maintained by a Person who is considered an ERISA Affiliate solely pursuant to subsection (m) or (o) of Section 414 of the Code or any Multiemployer Plan) that is subject to Title IV of ERISA other than those events as to which the 30-day notice period referred to in Section 4043 is waived.

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Required Insurance” means insurance as set forth in Clause 22 (Insurance Undertakings) hereto.

“Restricted Party” means any Person:

(a)                                 that is listed on any Sanctions List or against whom Sanctions are directed (whether designated by name or by reason of being included in a class of person);

(b)                                 that is domiciled, registered as located or having its main place of business in, or is incorporated under the laws of, a country which is subject to country-wide or territory wide Sanctions (including without limitation, as at the date of this Agreement, including Cuba, the Crimea, Iran, Syria, Sudan and North Korea);

(c)                                  that is directly or indirectly owned or controlled by, or acting behalf of a Person referred to in clauses (a) and/or (b) above;

(d)                                 with which any Finance Party is prohibited from dealing or otherwise engaging in a transaction with by any Sanctions.

“Restricted Payment” shall have the meaning provided in Clause 21.28 (Dividends).

“Returns” has the meaning provided in paragraph (b) of Clause 18.11 (Tax Returns and Payments).

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies Inc., and its successors.

“Safety Management Certificate” has the meaning given to it in the ISM Code.

“Safety Management System” has the meaning given to it in the ISM Code.

“Sanctions” means the economic or financial sanctions laws and/or regulations, trade embargoes, prohibitions, restrictive measures, decisions, executive orders or notices from regulators implemented, adopted, imposed, administered, enacted and/or enforced by any Sanctions Authority.

“Sanctions Authorities” means:

(a)                                 the United States of America;

(b)                                 the European Union;

(c)                                  the member states of the European Union;

(d)                                 the Kingdom of Norway;

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(e)                                  Japan;

(f)                                   the United Nations; and

(g)                                  any authority acting on behalf of any of them in connection with Sanctions, including without limitation, OFAC and Her Majesty’s Treasury of the United Kingdom.

“Sanctions List” means any list of prohibited persons, vessels or entities published in connection with Sanctions by or on behalf of any Sanctions Authority.

“Scheduled Delivery Date” means, in relation to a Ship, the scheduled date of delivery of that Ship as set out in the corresponding column under the heading “Scheduled Delivery Date” in Schedule 8 (Details of the Ships).

“Scorpio Ship” means each of Ship I. Ship J, Ship K, Ship L, Ship M, Ship N and Ship O (and any two or more collectively, the “Scorpio Ships”) .

“Screen Rate” means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for dollars for the relevant period displayed on page LIBOR01 of the Thomson Reuters screen (or such other service as may be nominated by the ICE Benchmark Administration (or the successor thereto if the ICE Benchmark Administration is no longer making a London Interbank Offered Rate available)) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters; provided that if the Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purpose of this Agreement. If such page or service ceases to be available, the Facility Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.

“Secured Liabilities” means all present and future obligations and liabilities, (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Obligor to any Secured Party under or in connection with each Finance Document.

“Secured Party” means each Finance Party from time to time party to this Agreement and any Receiver or Delegate.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and any successor act thereto, and (unless the context otherwise requires) includes the rules and regulations of the Commission promulgated thereunder.

“Security” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security interest of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the UCC or any other similar recording or notice statute, and any lease having substantially the same effect as any of the foregoing) or any other agreement or arrangement having the effect of conferring security.

“Security Assets” means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

“Security Assets Disposition” means

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(a)                                 the sale, lease, transfer, bareboat charter or other disposition of Security Assets by the Parent Guarantor or any of its Subsidiaries to any Person other than the Parent Guarantor or any Subsidiary of the Parent Guarantor or

(b)                                 any Total Loss of any Ship;

provided, however, that any charter of a Ship shall not be considered a Security Assets Disposition for purposes of Clause 7.6 (Mandatory prepayment on sale or Total Loss).

“Security Document” means:

(a)                                 any Shares Security;

(b)                                 any Assignment;

(c)                                  any Mortgage;

(d)                                 any Account Security;

(e)                                  any Manager’s Undertaking;

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

(g)                                  any other document designated as such by the Facility Agent and the Borrower.

“Security Period” means the period starting on or about the date of this Agreement (but no later than the first Utilization Date) and ending on the date on which the Facility Agent is satisfied that there is no outstanding Commitment in force and that the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full.

“Security Property” means:

(a)                                 the Transaction Security expressed to be granted in favor of the Security Agent as security agent for the Secured Parties and all proceeds of that Transaction Security;

(b)                                 the Security Agent’s interest in any trust created under the Finance Documents; 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 Secured Parties,

except:

(i)            rights intended for the sole benefit of the Security Agent; and

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

“Security Requirements” means, with respect to a Ship, each of the requirements set out in Clause 24.4(Security Requirements).

“Servicing Party” means the ECA Agent, the Facility Agent or the Security Agent.

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“Shareholder” means Gener8 Maritime Subsidiary V Inc. (formerly known as VLCC Acquisition I Corporation, a corporation incorporated under the laws of Marshall Islands with registered number 67634 whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.

“Shares Security” means, in relation to each of the Borrower, the Shareholder and the Owner Guarantors, a document creating Security over the Equity Interests of the Borrower, the Shareholder or as the case may be, such Owner Guarantor, in agreed form.

“Ship” means each of the ships set out in the corresponding column under the heading “Ship” in Schedule 8 (Details of the Ships).

“Ship A”, “Ship B” , “Ship C” , “Ship D” , “Ship E” , “Ship F” , “Ship G” , “Ship H” , “Ship I” , “Ship J” , “Ship K” , “Ship L” , “Ship M”, “Ship N” and “Ship O”   have the meanings out in Schedule 8 (Details of the Ships).

“Shipbuilding Contract” means, in relation to a Ship, the relevant shipbuilding contract set out in the corresponding column under the heading “Shipbuilding Contract” in Schedule 8 (Details of the Ships) entered into or to be entered into by the relevant Builder and the relevant Owner Guarantor or its Affiliate, for the construction of that Ship (as amended and supplemented from time to time with the prior written consent of the Lenders) and:

(a)                                 including without limitation, in the case of each of the Navig8 Ship, supplemented by and read together with the Intercompany Ship Delivery Agreement relating to such Ship;  and

(b)                                 including without limitation, in the case of each of the Scorpio Ship, the Master Agreement and (if applicable) any novation or other agreement entered or to be entered into by the relevant Owner Guarantor and the relevant Builder.

“Ship Management Agreement” means a Technical Management Agreement or a Commercial Management Agreement.

“Sinosure Facility” means the term loan facility of up to $391,301,550 to be provided by certain lenders to certain Subsidiaries of the Parent Guarantor to inter alia, assist such Subsidiaries in the purchase of six (6) x 320,000 dwt very large crude oil carriers.

“Solvent” shall mean, with respect to any Person on a particular date, that on such date:

(a)                                 the sum of the fair market value of the assets, at a fair valuation, of such Person (on a stand-alone basis) and of such Person and its Subsidiaries (taken as a whole) will exceed its or their respective debts;

(b)                                 the sum of the present fair saleable value of the assets of such Person (on a stand-alone basis) and of such Person and its Subsidiaries (taken as a whole) will exceed its or their respective debts;

(c)                                  such Person (on a stand-alone basis) and such Person and its Subsidiaries (taken as a whole) has or have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature; and

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(d)                                 such Person (on a stand-alone basis) and such Person and its Subsidiaries (taken as a whole) will have sufficient capital with which to conduct its or their respective businesses,

and for purposes of this definition, “debt” means any liability on a claim, and “claim” means (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.  The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Time” means a day or time determined in accordance with Schedule 15 (Timetables).

“Stock Buy-Back” shall mean, with respect to any Person, that such Person or any Subsidiary of such Person shall have redeemed, retired, purchased or otherwise acquired, directly or indirectly, for a consideration (other than common stock, Qualified Preferred Stock or the right to purchase any such stock of such Person), any shares of any class of its capital stock or membership interests outstanding on or after the date of this Agreement (or any options or warrants issued by such Persons with respect to its capital stock).

“Subsidiary” means, with respect to any person:

(a)                                 any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such person and/or one or more Subsidiaries of such person; and

(b)                                 any partnership, limited liability company, association, joint venture or other entity in which such person and/or one or more Subsidiaries of such person has more than a 50% equity interest at the time.

“Subsidiary Inc.” means Gener8 Maritime Subsidiary Inc., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands.

“Taxes” means all taxes, levies, imposts, duties, fees, assessments, deductions, withholdings or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties imposed with respect thereto.

“Technical Management Agreement” means, in relation to a Ship, the agreement entered into between the relevant Owner Guarantor and the Approved Technical Manager regarding the technical management of such Ship in agreed form.

“Termination Date” means in relation to a Vessel Loan:

(a)                                 in respect of the Commercial Tranche relating thereto, the date falling 60 Months from the Utilization Date of that Vessel Loan; and

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(b)                                 in respect of each of the KEXIM Guaranteed Tranche, the KEXIM Funded Tranche and the K-Sure Tranche relating thereto, the date falling 144 Months from the Utilization Date of that Vessel Loan (subject to the Put Options).

“Test Period” means each period of four consecutive fiscal quarters, in each case taken as one accounting period, ending on 31 March, 30 June, 30 September or 31 December.

“Total Commitments” means the aggregate of the Commercial Tranche Commitments, the KEXIM Guaranteed Tranche Commitments, the KEXIM Funded Tranche Commitments and the K-Sure Tranche Commitments, being $963,743,455 (which includes the relevant KEXIM Premium and K-Sure Premium) as at the date of this Agreement.

“Total Indebtedness” shall mean, at any time, all Financial Indebtedness of the Parent Guarantor and its Subsidiaries at such time.

“Total Loss” means any of the following events:

(a)                                 the actual or constructive total loss of a Ship or the agreed or compromised total loss of a Ship; or

(b)                                 the capture, condemnation, confiscation, expropriation, requisition for title and not hire, purchase, seizure or forfeiture of, or any taking of title to, a Ship or any arrest or detention of that Ship (including any hijacking or theft) unless it is within 30 days redelivered to the full control of the relevant Owner Guarantor.

“Total Loss Date” means in relation to a “Total Loss” of a Ship:

(c)                                  in the event of an actual loss of a Ship, at the time and on the date of such loss or if that is not known at noon Greenwich Mean Time on the date which such Ship was last heard from;

(d)                                 in the event of damage which results in a constructive or compromised or arranged total loss of a Ship, at the time and on the date of the event giving rise to such damage; or

(e)                                  in the case of any other type of total loss, the date (or the most likely date) on which it appears to the Facility Agent that the event constituting the total loss occurred.

“Tranches” means the Commercial Tranche, the KEXIM Guaranteed Tranche, the KEXIM Funded Tranche and the K-Sure Tranche (and each, a “Tranche”).

“Transaction Document” means:

(a)                                 a Finance Document;

(b)                                 any Shipbuilding Contract;

(c)                                  any Charter; and

(d)                                 any other document designated as such by the Facility Agent and the Borrower.

“Transaction Obligor” means an Obligor, any Approved Manager or any other member of the Group who executes a Transaction Document.

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“Transaction Security” means the Security created or evidenced or expressed to be created or evidenced under the Security Documents.

“Transfer Certificate” means a certificate in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Borrower.

“Transfer Date” means, in relation to an assignment or a transfer, the later of:

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

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

“UCC” means the Uniform Commercial Code of the State of New York.

“Unfunded Current Liability” of any Plan means the amount, if any, as of the most recent valuation date for the applicable Plan, by which the present value of the Plan’s benefit liabilities determined in accordance with actuarial assumptions at such time consistent with those prescribed by Section 430 of the Code and Section 303 of ERISA, exceeds the fair market value of all plan assets allocable to such liabilities under Title IV of ERISA.

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“Unrestricted Cash and Cash Equivalents” means, when referring to cash or Cash Equivalents of the Parent Guarantor or any of its Subsidiaries, that such cash or Cash Equivalents:

(a)                                 does not appear (or would not be required to appear) as “restricted” on a consolidated balance sheet of the Parent Guarantor or of any such Subsidiary;

(b)                                 are not subject to any Security in favor of any Person other than the Security Agent for the benefit of the Finance Parties; the Security Agent (as defined in the credit agreement for the Sinosure Facility) and the Collateral Agent (as defined in the Re-financing Facility Credit Agreement) for the benefit of the Secured Creditors under and as defined in the Re-financing Facility Credit Agreement) (provided that any cash or Cash Equivalents of the Parent Guarantor or any Subsidiary that are subject to such Security may be included in the calculation of Minimum Liquidity Amount); or

(c)                                  are otherwise generally available for use by the Parent Guarantor or such Subsidiary.

“U.S.” means the United States of America.

“Utilization” means a utilization of the Facility.

“Utilization Date” means the date of an Utilization, being the date on which the relevant Advance is to be made.

“Utilization Request” means a notice substantially in the form set out in Schedule 3 (Utilization Requests).

“VAT” means:

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

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

“Vessel Loan” means in relation to a Ship, the part of the Facility made or to be made available to the Borrower of up to the lowest of (i) 65 per cent of the Contract Price of that Ship; (ii) 65 per cent of the Maximum Contract Price of that Ship; and (iii) 60 percent of the Fair Market Value of that Ship, in any case, which includes the relevant K-Sure Premium and the relevant KEXIM Premium (if applicable) payable in relation to such Ship, or as the context may require, the aggregate principal amount outstanding in relation thereto.

“Voting Stock” of any person as of any date means the Equity Interests of such person that are at the time entitled to vote in the election of the board of directors or similar governing body of such person.

“Wholly-Owned Subsidiary” means, as to any Person,

(a)                                 any corporation 100% of whose capital stock (other than director’s qualifying shares) is at the time directly or indirectly owned by such Person and/or one or more Wholly-Owned Subsidiaries of such Person; and

(b)                                 any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such Person has directly or indirectly a 100% equity interest at such time.

1.2                               Construction

(a)                                 Unless a contrary indication appears, a reference in this Agreement to:

(i)                                     the “Account Bank”, any “Mandated Lead Arranger”, any “Lead Arranger”, the “Facility Agent”, any “Finance Party”, any “Hedge Counterparty”, any “Lender”, any “Obligor”, any “Party”, any “Secured Party”, the “Security Agent”, the “ECA Agent”, either “Global Co-ordinator”, the “ECA Co-ordinator”, the “Commercial Tranche Co-ordinator”, any “Transaction Obligor” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

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

(iii)                               a liability which is “contingent” means a liability which is not certain to arise and/or the amount of which remains unascertained;

(iv)                              “document” includes a deed and also a letter, email, fax or telex;

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

(vi)                              a “Finance Document”, a “Security Document” or a “Transaction Document”  or any other agreement or instrument is a reference to that Finance Document or

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Security Document or Transaction Document or other agreement or instrument as amended or novated;

(vii)                           “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;

(viii)                        “law” includes any order or decree, any form of delegated legislation, any treaty or international convention and any statute, regulation or resolution or Executive Order of the United States of America, any state thereof, the Council of the European Union, the European Commission, the United Nations or its Security Council;

(ix)                              “proceedings” means, in relation to any enforcement provision of a Finance Document, proceedings of any kind, including an application for a provisional or protective measure;

(x)                                 a “person” includes any individual or natural person, firm, corporation, limited liability company, partnership, government, state or agency of a state or any association, trust, joint venture, consortium unincorporated association, joint stock company and trust (whether or not having separate legal personality);

(xi)                              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 organization;

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

(xiii)                        a time of day is a reference to New York City time (unless otherwise indicated);

(xiv)                       any New York legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of a jurisdiction other than the State of New York or a U.S. federal court, be deemed to include that which most nearly approximates in that jurisdiction to the New York legal term;

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

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

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

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

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

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

1.3                               Construction of insurance terms

In this Agreement:

“approved” means, for the purposes of Clause 22 (Insurance undertakings), approved in writing by the Facility Agent;

“excess risks” means, in respect of a Ship, the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of that Ship in consequence of its insured value being less than the value at which that Ship is assessed for the purpose of such claims;

“obligatory insurances” means all insurances effected, or which any Owner Guarantor is obliged to effect, under Clause 22 (Insurance undertakings) or any other provision of this Agreement or of another Finance Document;

“policy” includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms;

“protection and indemnity risks” means the usual risks covered by a protection and indemnity association managed in London, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02) (1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/10/83) (1/11/95) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision; and

“war risks” includes the risk of mines and all risks excluded by clause 29 of the International Hull Clauses (1/11/02 or 1/11/03), clause 24 of the Institute Time Clauses (Hulls) (1/11/95) or clause 23 of the Institute Time Clauses (Hulls) (1/10/83) and includes all risks as set out in the amended version of the AHIS Addendum (April 1, 1984).

1.4                               Agreed forms of Finance Documents

References in Clause 1.1 (Definitions) to any Finance Document being in “agreed form” are to that Finance Document:

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

(b)                                 in any other form agreed in writing between the Borrower and the Facility Agent acting with the authorization of the Majority Lenders or, where Clause 44.1(a) (Required consents) applies, all the Lenders.

1.5                               Third party rights

(a)                                 Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right to enforce or to enjoy the benefit of any term of this Agreement.

(b)                                 Subject to Clause 44.3 (Other exceptions) but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

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(c)                                  Any Receiver, Delegate or any other person described in paragraph (d) of Clause 14.2 (Other indemnities), paragraph (b) of Clause 30.11 (Exclusion of liability) or paragraph (b) of Clause 31.10 (Exclusion of liability) may, subject to this Clause 1.5 (Third party rights), rely on any Clause of this Agreement which expressly confers rights on it.

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SECTION 2

THE FACILITY

2                                         THE FACILITY

2.1                               The Facility

Subject to the terms of this Agreement,

(a)                                 KEXIM, the KEXIM Guaranteed Lenders, the K-Sure Lenders and the Commercial Lenders agree to make available to the Borrower a dollar term loan facility in thirteen Vessel Loans (namely, the ECA Vessel Loans); and

(b)                                 additionally, the Commercial Lenders agree to make available to the Borrower a dollar term loan facility in two Vessel Loans (namely, the Non-ECA Vessel Loans),

and all the Vessel Loans shall be in an aggregate amount not exceeding $963,743,455 (which includes the KEXIM Premium and the K-Sure Premium).

2.2                               Finance Parties’ rights and obligations

(a)                                 The obligations of each Finance Party under the Finance Documents are several and not joint.  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 shall be a separate and independent debt.

(c)                                  Except as otherwise provided in a Finance Document, a Finance Party may not separately sue for any Unpaid Sum due and payable to it or enforce any Security or any other right under a Finance Document.

2.3                               Borrower’s Agent

(a)                                 The Borrower by its execution of this Agreement irrevocably appoints the Parent Guarantor to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorizes:

(i)            the Parent 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 Utilization Requests), to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by the Borrower notwithstanding that they may affect the Borrower, without further reference to or the consent of the Borrower; and

(ii)           each Finance Party to give any notice, demand or other communication to the Borrower pursuant to the Finance Documents to the Parent Guarantor,

and in each case the Borrower shall be bound as though the Borrower itself had given the notices and instructions (including, without limitation, any Utilization Requests) or executed

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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 Parent Guarantor or given to the Parent Guarantor under any Finance Document on behalf of the Borrower or in connection with the Finance Document (whether or not known to the Borrower) shall be binding for all purposes on the Borrower as if the Borrower had expressly made, given or concurred with it.  In the event of any conflict between any notices or other communications of the Parent Guarantor and the Borrower, those of the Parent Guarantor shall prevail.

3                                         PURPOSE

3.1                               Purpose

The Borrower shall apply all amounts borrowed by it under the Facility and in respect of all Tranches in relation to each Vessel Loan only for the following purposes:

(a)                                 to on-lend or contribute by way of equity to the Owner Guarantor of the Ship to which such Vessel Loan relates, to finance (or in the case of the first Utilization, re-finance) the payment of Delivery Instalment of that Ship to the relevant Builder or to reimburse the Parent Guarantor or any of its Subsidiaries for its payment of such Delivery Instalment;

(b)                                 to re-finance the funding of the Contract Price Instalments (other than the Delivery Instalment) of the relevant Ship;

(c)                                  provided that the Parent Guarantor or any of its Subsidiaries has paid or has procured payment, in relation to a Ship, of an amount equivalent to the higher of (A) 35% of the Final Contract Price of that Ship and (B) the difference between the Final Contract Price of that Ship and 60% of the Fair Market Value of that Ship (where “Final Contract Price” means the lower of the Contract Price of that Ship and the Maximum Contract Price of that Ship), to be applied as directed by the Parent Guarantor to fund the Debt Service Reserve Account to the extent required by Clause 26.2 (Debt Service Reserve Account));

(d)                                 in the case of the K-Sure Tranche, to finance the payment of K-Sure Premium in respect of such Vessel Loan;  and

(e)                                  in the case of the KEXIM Guaranteed Tranche, to finance the payment of KEXIM Premium in respect of such Vessel Loan,

provided that each Advance shall not exceed the amount of the Vessel Loan to which it relates.

3.2                               Monitoring

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

3.3                               Obligors and the Shipbuilding Contracts

(a)                                 Each Obligor’s obligations (including, without limitation, its payment obligations) under each Finance Document are not:

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(i)            subject to or dependent upon the execution or performance by any Builder or any other p rson of its obligations under a Shipbuilding Contract (as applicable); and

(ii)           in any way affected, prejudiced, discharged or affected by reason of any matter affecting any Shipbuilding Contract and/or Builder,

and each Obligor hereby acknowledges that the foregoing is an essential condition of each Lender’s entry into this Agreement and the other Finance Documents.

(b)                                 Without prejudice to the generality of paragraph (a) above, each Obligor agrees that it will not claim to be relieved of the performance of any of its obligations under this Agreement or any other Finance Document by reason of any failure, delay or default whatsoever on the part of any Builder or any Obligor in the performance of its obligations under any Shipbuilding Contract.

(c)                                  Each Obligor expressly acknowledges and agrees that its obligations under this Agreement and any other Finance Document are:

(i)            unconditional and irrevocable; and

(ii)           absolutely, totally and completely independent and separate from any other Obligor’s obligations under any Shipbuilding Contract,

and each Obligor undertakes irrevocably and unconditionally to pay any and all amounts under this Agreement and any other Finance Document when they fall due and shall not raise any defences or exercise any rights against any Finance Party that it may have against any Builder in respect of any Shipbuilding Contract.

4                                         CONDITIONS OF UTILIZATION

4.1                               Initial conditions precedent

The Borrower may not deliver a Utilization Request unless the Facility Agent has received or waived in accordance with Clause 4.4 (Waiver of conditions precedent), all of the documents and other evidence listed in Part A of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent.

4.2                               Further conditions precedent

The Lenders will be obliged to comply with Clause 5.4 (Lenders’ participation) only if:

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

(i)            no Event of Default is continuing or would result from the proposed Advance;

(ii)           no event which would result in an Material Adverse Effect has occurred or would result from the proposed Advance;

(iii)          the Repeating Representations to be made by each Obligor are true and correct in all material respects (it being understood and agreed that such representations and warranties shall be deemed to have been made on each of the date of the Utilization Request and the proposed Utilization Date with reference to the facts and circumstances existing as at such dates, except to the extent that such

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representations and warranties specifically refer to an earlier date, in which they shall be true and correct in all material respects as of such earlier date (but further provided that the representation made under Clause 18.7 (Financial statements; Financial Condition; Undisclosed Liabilities) which shall be made with reference to the latest financial statements provided under this Agreement and as at the last day of the financial period in relation to which such financial statements relate);

(iv)          a Change of Control has not occurred;

(v)           no event described in paragraphs (a) to (d) of Clause 7.5 (Mandatory cancellation or prepayment on default under Shipbuilding Contract) has occurred in respect of the Ship or Builder or Shipbuilding Contract to which the Utilization Request relates;

(vi)          the provisions of paragraph (b) of Clause 10.2 (Market disruption) do not apply;

(vii)         the ECA Agent has not received any notice from K-Sure requesting the K-Sure Lenders to suspend the making of any Advance under the K-Sure Tranche and/or the K-Sure Lenders are not required by the terms of any of the K-Sure Insurance Policies to suspend the making of any Advance under the K-Sure Tranche;

(viii)        no occurrence, event or circumstances exist which prohibits any of the K-Sure Lenders from participating in any Advance under the K-Sure Tranche pursuant to the terms of any of the K-Sure Insurance Policies;

(ix)          none of the Obligors or the Finance Parties have received any notice from KEXIM suspending (or purporting to suspend) any Advance under the KEXIM Funded Tranche and/or the KEXIM Guarantee; and

(x)           the KEXIM Guarantee is in full force and effect and (i) has not been declared by KEXIM to be ineffective as to the coverage provided by KEXIM and (ii) has not ceased to be in full force and effect as to the full amount of coverage provided by KEXIM;

(b)                                 the Facility Agent and the ECA Agent have received on or before the relevant Utilization Date, or is satisfied that it will receive when the Advance is made available all of the documents and other evidence listed in Part B of Schedule 2 (Conditions Precedent) in form and substance reasonably satisfactory to the Facility Agent to the extent such documents or other evidence have not been waived in accordance with Clause 4.4 (Waiver of conditions precedent).

4.3                               Notification of satisfaction of conditions precedent

(a)                                 The Facility Agent shall notify the Borrower and the Lenders promptly upon being satisfied as to the satisfaction of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Further conditions precedent).

(b)                                 Other than to the extent that the Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (a) above, the Lenders authorize (but do not require) the Facility Agent to give that notification.  The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

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4.4                               Waiver of conditions precedent

If the Lenders, at their discretion, permit an Advance to be borrowed before any of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) or Clause 4.2 (Further conditions precedent) has been satisfied, the Borrower shall ensure that such conditions are satisfied within five (5) Business Days after the relevant Utilization Date or such later date as the Facility Agent, acting with the authorization of the Lenders, may agree in writing with the Borrower, provided that in connection with the prepositioning of funds pursuant to Clause 5.8 (Prepositioning of funds), the Facility Agent and the Lenders agree to suspend fulfillment of certain conditions precedent set forth in paragraphs of Part B of Schedule 2 (Conditions Precedent) (the ‘Closing CPs”) solely for the time period commencing on the Utilization Date and ending on the relevant Delivery Date, and the Borrower acknowledges and agrees that fulfillment of the Closing CPs to the satisfaction of the Facility Agent (acting on the instructions of the Lenders) shall be required as a condition precedent to the countersignature by a representative of the Facility Agent of the Protocol of Delivery and Acceptance relating to the relevant Ship referred to in paragraph (b)(ii) of Clause 5.8 (Prepositioning of funds).

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SECTION 3

UTILIZATION

5                                         UTILIZATION

5.1                               Delivery of a Utilization Request

(a)                                 The Borrower may utilize the Facility by delivery to the Facility Agent of a duly completed Utilization Request not later than the Specified Time.

(b)                                 The Borrower may not deliver more than one Utilization Request under each Vessel Loan.

5.2                               Completion of a Utilization Request

(a)                                 Each Utilization Request is irrevocable and will not be regarded as having been duly completed unless:

(i)            the proposed Utilization Date is a Business Day within the relevant Availability Period relating to the relevant Vessel Loan;

(ii)           the currency and amount of the Utilization comply with Clause 5.3 (Currency and amount); and

(iii)         the proposed Interest Period complies with Clause 9 (Interest Periods).

(b)                                 Only one Advance may be requested in each Utilization Request.

5.3                               Currency and amount

(a)                                 The currency specified in a Utilization Request must be dollars.

(b)                                 The amount of the proposed Advance must be an amount which is not more than the relevant Vessel Loan and not more than the Maximum Contract Price.

(c)                                  The amount of the proposed Advance must be an amount which is not more than the Available Commitment of all Lenders in relation to the relevant Vessel Loan.

(d)                                 The amount of the proposed Advance must be an amount which would not oblige the Borrower or any other Obligor to provide additional security or prepay part of the Advance if the ratio set out in Clause 25 (Security Cover) were applied and notice was given by the Facility Agent under Clause 25.1 (Minimum required security cover) immediately after the Advance was made.

5.4                               Lenders’ participation

(a)                                 If the conditions set out in this Agreement have been met or waived in accordance with Clause 4.4 (Waiver of conditions precedent), each Lender shall make its participation in each Advance available by the Utilization Date through its Facility Office.

(b)                                 The amount of each Lender’s participation in each Advance will be equal to the proportion borne by its Commitment in relation to the relevant Vessel Loan to the Commitments allocated in respect of such Vessel Loan immediately before making that Advance. For the avoidance of doubt, each Advance shall comprise of the same proportion of each Tranche as such Tranche bears to the Facility.

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(c)                                  The Facility Agent shall notify each Lender of the amount of each Advance and the amount of its participation in that Advance by the Specified Time.

5.5                               Cancellation of Commitments

The Commitments allocated in respect of any Vessel Loan which are unutilized at the end of the Availability Period for such Vessel Loan shall then be cancelled at that time.

5.6                               Payment to third parties

The Facility Agent shall, on each Utilization Date, pay to, or for the account of, the Borrower the amounts which the Facility Agent receives from the Lenders in respect of that Advance.  That payment shall be made in like funds as the Facility Agent received from the Lenders in respect of each Advance to the account of the Builder and/or such other account which the Borrower specifies in the relevant Utilization Request.

5.7                               Disbursement of Advance to third party

A payment by the Facility Agent as directed by the Borrower under Clause 5.6 (Payment to third parties) to a person other than the Borrower shall constitute the making of the relevant Advance and the Borrower shall at that time become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender’s participation in that Advance.

5.8                               Prepositioning of funds

If the Lenders, at the request of the Borrower and on terms acceptable to all the Lenders and in their absolute discretion, agree to preposition funds with any bank for the purposes of any Utilization of an Advance (such date, the “Preposition Date”):

(a)                                 each Lender agrees to fund its participation in such Advance on a day not more than three Business Days prior to the Delivery Date of the Ship to which that Advance relates;

(b)                                 on the relevant Preposition Date, the Facility Agent shall:

(i)            preposition an amount equal to the Delivery Instalment of the relevant Ship at a bank or other financial institution acceptable to the Facility Agent and the Majority Lenders (where such acceptable bank shall include, for the avoidance of doubt, the Export-Import Bank of Korea) (a “Builder’s Bank”) as directed by the Borrower in the relevant Utilization Request and satisfactory to the Facility Agent (acting on instructions of the Majority Lenders), which funds shall be held at the relevant Builder’s Bank in the name and under the sole control of the Facility Agent; and

(ii)           issue a SWIFT MT 199 or other similar communication in the form attached as Schedule 16 (Form of MT 199) of this Agreement or such other form and substance acceptable to the Facility Agent (acting on instructions of the Majority Lenders) (each such communication, a “Disbursement Authorization”) authorizing the release of such funds by the relevant Builder’s Bank on the relevant Delivery Date upon receipt of a Protocol of Delivery and Acceptance in respect of such Ship duly executed by the relevant Builder and the relevant Owner Guarantor or its Affiliates and countersigned by a representative of the Facility Agent;

(c)                                  the date on which the Lenders fund the relevant Advance constitutes the Utilization Date in respect of such Advance and the Borrower agrees to pay interest on the amount of the funds so prepositioned at the rate described in Clause 8.1 (Calculation of interest) on the

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basis of successive interest periods of one day and so that interest shall be paid together with the first payment of interest on such Advance after the Utilization Date in respect of it or, if such Utilization Date does not occur, within three Business Days of demand by the Facility Agent;

(d)                                 from the date the proceeds of the relevant Advance are deposited at the relevant Builder’s Bank to the relevant Delivery Date (or, if delivery of the relevant Ship does not occur within five (5) Business Days (or such other period as agreed by the Majority Lenders) of the Delivery Date specified in the relevant Disbursement Authorization, the date on which the funds are returned to the Facility Agent for redistribution to the Lenders), the Borrower shall be entitled to interest on such Advance at the applicable rate, if any, paid by such Builder’s Bank for such deposited funds;

(e)                                  if the relevant Ship is not delivered five (5) Business Days (or such other period as agreed by the Majority Lenders) of the Delivery Date specified in the relevant Disbursement Authorization and the proceeds of the relevant Advance are returned to the Facility Agent and redistributed to the Lenders, (i) the Borrower shall pay all accrued interest and fees in respect of such returned proceeds on the date such proceeds are returned to the Facility Agent and (ii) the Available Commitment of the relevant Vessel Loan of all Lenders will be increased by an amount equal to the aggregate principal amount of the Utilized Advance so returned; and

(f)                                   the Borrower and the Parent Guarantor shall, without duplication, indemnify each Finance Party against any costs, loss or liability it may occur in connection with such prepositioning of funds arrangement (other than by reason of gross negligence or willful misconduct of any Finance Party).

5.9                               Promissory note

(a)                                 The obligation of the Borrower to pay the principal of, and interest on, the Loan may be evidenced by the Notes payable to the Lenders.

(b)                                 An Advance made by the Lenders to the Borrower shall be evidenced by a notation of the same made by such Lender on the grid attached to the Note payable to such Lender, which notation, absent manifest error, shall be prima facie evidence of the amount of such Advance made by such Lender to the Borrower.

(c)                                  The failure of a Lender to make any such notation shall not affect the obligation of the Borrower in respect of an Advance or the Loan nor affect the validity of any transfer by such Lender of its Note.

(d)                                 On receipt of satisfactory evidence that a Note has been lost, mutilated or destroyed and on surrender of the remnants thereof, if any, the Borrower will promptly replace such Note, without charge to the Finance Parties, with a similar Note.  If such replacement Note replaces a lost Note it shall bear an endorsement to that effect.  Any lost Note subsequently found shall be surrendered to the Borrower and cancelled. The relevant Lender shall indemnify the Borrower for any losses, claims or damages resulting from the loss of such Note.

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SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

6                                         REPAYMENT

6.1                               Repayment of Loan

Subject to Clause 6.3 (Consolidation of Repayment Dates),

(a)                                 the Borrower shall repay the Commercial Tranche of each Vessel Loan by 20 equal consecutive quarterly instalments, each in an amount equal to 1- 2/3 percent of such Vessel Loan (each, a “Commercial Tranche Repayment Instalment”) on each Fiscal Quarter Date, commencing on the First Fiscal Quarter Date of such Vessel Loan.  On the Termination Date of the Commercial Tranche, the Borrower shall additionally repay (together with the final Commercial Tranche Repayment Instalment) the amount of the relevant Balloon Repayment for the Commercial Tranche.

(b)                                 the Borrower shall repay the KEXIM Guaranteed Tranche of each ECA Vessel Loan by 48 equal consecutive quarterly instalments, each in an amount equal to 2- 1/12 percent of such ECA Vessel Loan (each, a “KEXIM Guaranteed Tranche Repayment Instalment”) on each Fiscal Quarter Date, commencing on the First Fiscal Quarter Date of such ECA Vessel Loan and ending on the Termination Date of the KEXIM Guaranteed Tranche.

(c)                                  the Borrower shall repay the KEXIM Funded Tranche of each ECA Vessel Loan by 48 equal consecutive quarterly instalments, each in an amount equal to 2- 1/12 percent of such ECA Vessel Loan (each, a “KEXIM Funded Tranche Repayment Instalment”) on each Fiscal Quarter Date, commencing on the First Fiscal Quarter Date of such ECA Vessel Loan and ending on the Termination Date of the KEXIM Funded Tranche.

(d)                                 the Borrower shall repay the K-Sure Tranche of each ECA Vessel Loan by 48 equal consecutive quarterly instalments, each in an amount equal to 2- 1/12 percent of such ECA Vessel Loan (each, a “K-Sure Tranche Repayment Instalment”) on each Fiscal Quarter Date, commencing on the First Fiscal Quarter Date of such ECA Vessel Loan and ending on the Termination Date of the K-Sure Tranche.

(and each Commercial Tranche Repayment Instalment, each KEXIM Guaranteed Tranche Repayment Instalment, each KEXIM Funded Tranche Repayment Instalment and each K-Sure Tranche Repayment Instalment, shall each be a “Repayment Instalment”).

6.2                               Termination Date

On each Termination Date, the Borrower shall additionally pay to the Facility Agent for the account of the Finance Parties all other sums then accrued and owing under the Finance Documents.

6.3                               Consolidation of Repayment Dates

The first Repayment Date in relation to each Advance other than the first Advance drawn down under the Facility (the “First Advance”) shall fall on the next occurring Repayment Date of the First Advance falling after the Utilisation Date in respect of each such Advance and each subsequent Repayment Date for each such Advance shall fall quarterly thereafter, but shall not exceed the Termination Date relating to such Tranche, such that all Repayment

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Dates under all Vessel Loans shall be consolidated and shall be payable on a Fiscal Quarter Date.

6.4                               Re-borrowing

The Borrower may not re-borrow any part of the Facility which is repaid.

7                                         PREPAYMENT AND CANCELLATION

7.1                               Illegality

(a)                                 If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in an Advance or the Loan or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:

(i)            that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

(ii)           upon the Facility Agent notifying the Borrower, the Available Commitment in respect of any Vessel Loan of that Lender will be immediately cancelled; and

(iii)          the Borrower shall prepay that Lender’s participation in the Loan on the last day of the Interest Period for the Loan occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment shall be cancelled in the amount of the participation prepaid.

(b)                                 Any partial prepayment under this Clause 7.1 (Illegality) shall apply pro rata among the Tranches to reduce pro rata the amount of each Repayment Instalment falling after that prepayment by the amount prepaid.

7.2                               Change of control

If a Change of Control occurs:

(a)                                 the Parent Guarantor or the Borrower shall promptly notify the Facility Agent upon becoming aware of that event; and

(b)                                 if the Majority Lenders so require, the Facility Agent shall, by not less than ten Business Days’ notice to the Borrower, cancel the Facility and declare the Loan, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Facility will be cancelled and all outstanding Loan and amounts will become immediately due and payable.

7.3                               Voluntary and automatic cancellation

(a)                                 The Borrower may, if it gives the Facility Agent not less than ten (10) Business Days’ prior notice, and upon payment of all relevant fees in respect of such prepayment (including without limitation, the relevant KEXIM Prepayment Fee payable under Clause 11.4 (KEXIM Prepayment Fee) in the case of any KEXIM Funded Tranche), cancel the whole or any part (being a minimum amount of $5,000,000, unless the cancelled amount relates solely to

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amounts which had been allocated for payment of Contingent Extras) of the Available Facility.

(b)                                 Any cancellation of a Vessel Loan under this Clause shall reduce the Commitments of the relevant Lenders and the amount of that Vessel Loan then unutilized pro rata.

(c)                                  The unutilized Commitment (if any) of each Lender in respect of a Vessel Loan shall be automatically cancelled at close of business on the last day of the Availability Period of that Vessel Loan.

7.4                               Voluntary prepayment of Loan

(a)                                 The Borrower may, if it gives the Facility Agent and the ECA Agent not less than ten (10) Business Days’ (or such shorter period as the Majority Lenders may agree) prior 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).

(b)                                 Any partial prepayment of a Vessel Loan under this Clause 7.4 (Voluntary prepayment of Loan) shall reduce pro rata across each Tranche under such Vessel Loan in inverse chronological order the amount of each Repayment Instalment (other than the Balloon Repayment) falling after that prepayment by the amount prepaid or such other manner as the Lenders may otherwise agree.

7.5                               Mandatory cancellation or prepayment on default under Shipbuilding Contract

If, in relation to a Ship:

(a)                                 any of the events specified in Clause 27.7 (Insolvency Event) occurs in relation to the relevant Builder; or

(b)                                 a party to the Shipbuilding Contract relating to that Ship cancels, rescinds, assigns, novates or terminates such Shipbuilding Contract or such Shipbuilding Contract otherwise ceases to remain in full force and effect for any reason; or

(c)                                  such Ship has not been delivered to, and accepted by, the relevant Owner Guarantor which either is a party to the Shipbuilding Contract relating to that Ship to receive the Ship, by the last day of the Availability Period of the Vessel Loan relating to that Ship; or

(d)                                 the relevant Owner Guarantor or its Affiliate which is a party to that Shipbuilding Contract ceases to be the sole legal and beneficial owner of all the rights of the buyer under such Shipbuilding Contract,

then:

(i)            the Borrower shall promptly notify the Facility Agent; and

(ii)           if the Majority Lenders so require, the Facility Agent shall cancel the Vessel Loan relating to that Ship and declare such Vessel Loan, together with interest accrued on it, and all other amounts relating to it and accrued under the Finance Documents immediately due and payable, whereupon such Vessel Loan will be cancelled and all such outstanding amounts relating thereto will become immediately due and payable.

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7.6                               Mandatory prepayment on sale or Total Loss

(a)                                 If a Ship is sold, or becomes a Total Loss, the Borrower shall on the Relevant Date prepay the Vessel Loan applicable to that Ship.

(b)                                 On the Relevant Date, the Borrower shall also prepay such part of the Loan as shall eliminate any shortfall arising if the ratio set out in Clause 25.1 (Minimum required security cover) were applied immediately following the payment referred to in paragraph (a) above.

(c)                                  In this Clause 7.6 (Mandatory prepayment on sale or Total Loss):

“Relevant Date” means:

(i)            in the case of a sale of a Ship, on the date on which the sale is completed by delivery of that Ship to the buyer of that Ship; and

(ii)           in the case of a Total Loss of a Ship, on the earlier of:

(A)                               the date falling 120 days after the Total Loss Date; and

(B)                               the date of receipt by the Security Agent of the proceeds of insurance relating to such Total Loss.

7.7                               Termination etc. of KEXIM Guarantee and K-Sure Insurance Policies

(a)                                 If at any time the KEXIM Guarantee is cancelled, unenforceable, suspended, invalid or terminated (whether in whole or in part) while any amounts remain outstanding under the KEXIM Guaranteed Tranche, the Facility Agent shall immediately cancel the Total Commitments and declare that the entire Loan be payable on demand.

(b)                                 If at any time, in relation to an Advance, the relevant K-Sure Insurance Policy is cancelled, unenforceable, suspended, invalid or terminated (whether in whole or in part) while any amounts remain outstanding under the K-Sure Tranche in relation to such Advance, the Facility Agent shall immediately cancel the Commitments relating to that Advance and declare that such Advance be payable on demand.

7.8                               KEXIM and K-Sure Put Options

(a)                                 Each of KEXIM and K-Sure shall have an option to require prepayment of the KEXIM Guaranteed Tranche and the KEXIM Funded Tranche (in the case of KEXIM) (the “KEXIM Put Option”) and the K-Sure Tranche (in the case of K-Sure)(the “K-Sure Put Option”) if KEXIM and K-Sure do not receive from the ECA Agent on a date no later than the date falling two months prior to the first Termination Date in respect of the Commercial Tranche to occur (the “Expiry Date”), a written notice from the ECA Agent confirming that the Commercial Tranche shall be, upon its Termination Date, fully refinanced or renewed by the Commercial Lenders or any other financial institutions.

(b)                                 A Put Option may be exercised by KEXIM or K-Sure by giving the Borrower written notice of its intention to exercise the same within 3 Business Days after the Expiry Date. For the avoidance of doubt, if no such written notice is received from KEXIM or K-Sure, it shall be hereby assumed no prepayment shall be required pursuant to Clause 7.8(a) (KEXIM and K-Sure Put Options) and its respective Put Option shall irrevocably lapse.

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(c)                                  Upon exercise of either or each Put Option, all outstanding amounts under the KEXIM Funded Tranche and the KEXIM Guaranteed Tranche and/or, as the case may be, the K-Sure Tranche must be repaid on the final Repayment Date in respect of the Commercial Tranche.

7.9                               Right of replacement and repayment and cancellation in relation to a single Lender

(a)                                 If:

(i)            any sum payable to any Lender by a Transaction Obligor is required to be increased under Clause 12.2 (Tax gross-up) or under that clause as incorporated by reference or in full in any other Finance Document; or

(ii)           any Lender claims indemnification from the Borrower under Clause 12.2 (Tax gross-up) or Clause 13.1 (Increased costs);

the Borrower may during, in the case of sub-paragraphs (i) and (ii) above, the circumstance giving rise to the requirement for that increase or indemnification continues, give the Facility Agent notice of cancellation of the Commitment of that Lender and/or its intention to procure the repayment of that Lender’s participation in the Loan and give the Facility Agent notice of its intention to replace that Lender in accordance with paragraph (e) below.

(b)                                 On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.

(c)                                  On the last day of each Interest Period which ends after the Borrower has given notice of cancellation 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; provided that unless all Commitments have been utilised hereunder, the Borrower shall be required to replace such repaid Lender in accordance with paragraphs (e) and (f) below.

(d)                                 Any partial prepayment under this Clause 7.9 (Right of replacement and repayment and cancellation in relation to a single Lender) shall reduce pro rata the amount of each Repayment Instalment falling after that prepayment by the amount prepaid.

(e)                                  The Borrower may, in the circumstances set out in paragraph (a) above and shall, under paragraph (c) above, if required), on thirty (30) Business Days’ prior notice to the Facility Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 28 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 28 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the outstanding principal amount of such Lender’s participation in the Loan and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.

(f)                                   The replacement of a Lender pursuant to paragraph (e) above shall be subject to the following conditions:

(i)            the Borrower shall have no right to issue the notice referred to in paragraph (a) if it results in the replacement of a Servicing Party;

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(ii)           the Borrower shall have no right to issue the notice referred to in paragraph (a) if it results in the replacement of KEXIM acting in its capacity as a Lender for so long as any KEXIM Guaranteed Tranche has not been fully repaid;

(iii)          neither the Facility Agent nor any Lender shall have any obligation to find a replacement Lender;

(iv)          in no event shall the Lender replaced under paragraph (e) above 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 transfer its rights and obligations pursuant to paragraph (e) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer; and

(vi)          the proposed replacement Lender may not be an affiliate or a subsidiary of the Parent Guarantor.

(g)                                  A Lender shall perform the checks described in sub-paragraph (v) of paragraph (f) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (e)above and shall notify the Facility Agent and the Borrower when it is satisfied that it has complied with those checks.

7.10                        Restrictions

(a)                                 Any notice of cancellation or prepayment given by any Party under this Clause 7 (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.

(b)                                 Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and amounts (if any) payable under the Hedging Agreements in connection with that prepayment and, subject to the fee provided for in Clause 11.4 (KEXIM Prepayment Fee) and any Break Costs, without premium or penalty.

(c)                                  The Borrower may not re-borrow any part of the Facility which is prepaid.

(d)                                 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.

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

(f)                                   If the Facility Agent receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to the Borrower or the affected Lenders and/or Hedge Counterparties, as appropriate.

7.11                        Refund of K-Sure Premium on voluntary prepayment

(a)                                 The Borrower may, upon any voluntary prepayment of the Loan (whether in whole or in part) in accordance with Clause 7.4 (Voluntary prepayment of Loan), request the ECA Agent

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to seek a refund from K-Sure of such portion of the K-Sure Premium paid by the Borrower in respect of the Advance prepaid pursuant to the terms of this Agreement.

(b)                                 In the event that K-Sure (in its absolute discretion) consents to such request and refunds such portion of the K-Sure Premium (which shall be determined and calculated by K-Sure pursuant to the terms of the relevant K-Sure Insurance Policy and K-Sure’s own internal regulations) to the Facility Agent, the Facility Agent shall remit such refund to the Borrower in accordance with Clause 36 (Payment Mechanics).

(c)                                  K-Sure retains the right to refuse a request by the Borrower of a refund of the K-Sure Premium in respect of an Advance once the relevant Advance is made and shall not be obliged to give any reason for such refusal, and nothing shall oblige the Facility Agent or the ECA Agent to take any further action if K-Sure refuses or fails for whatever reason to refund any portion of the K-Sure Premium once such premium is paid.

7.12                        Refund of KEXIM Premium

In the case of prepayment of the KEXIM Guaranteed Tranche, the unutilized portion of the KEXIM Premium shall be not be refunded to the Borrower except in accordance with the terms and conditions as contained in the KEXIM Guarantee and KEXIM’s internal regulations.

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SECTION 5

COSTS OF UTILIZATION

8                                         INTEREST

8.1                               Calculation of interest

The rate of interest on an Advance, the Loan, any part of the Loan or any Unpaid Sum for each Interest Period is the percentage rate per annum which is the aggregate of:

(a)                                 the relevant Margin; and

(b)                                 LIBOR.

8.2                               Payment of interest

(a)                                 The Borrower shall pay accrued interest on each Advance, the Loan or any part of the Loan on each Repayment Date.

(b)                                 If an Interest Period is longer than three Months, the Borrower shall also pay interest then accrued on the Loan or the relevant part of the Loan on the next occurring Repayment Date.

8.3                               Default interest

(a)                                 If an Obligor fails to pay any amount payable by it under a Finance Document (other than a Hedging Agreement) on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is two percent per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted part of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Facility Agent.  Any interest accruing under this Clause 8.3 (Default interest) shall be immediately payable by the Obligor on demand by the Facility Agent.

(b)                                 If an Unpaid Sum consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period relating to the Loan:

(i)            the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan; and

(ii)           the rate of interest applying to that Unpaid Sum during that first Interest Period shall be two percent per annum higher than the rate which would have applied if that Unpaid Sum had not become due.

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

8.4                               Notification of rates of interest

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

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8.5                               Hedging

(a)                                 The Borrower or the Parent Guarantor may, but (subject to Clause 8.6 (Hedging - First right to bid and Non-Lender Hedging Agreements) is not obliged to, enter into Hedging Agreements from time to time and shall after that date maintain such Hedging Agreements in accordance with this Clause 8.5 (Hedging).

(b)                                 Each Hedging Agreement (and where applicable, each hedging transaction under such Hedging Agreement) shall:

(i)            be for a term ending on the relevant Termination Date in respect of each Tranche;

(ii)           have settlement dates coinciding with the Interest Payment Dates;

(iii)          be in agreed form;

(iv)          provide for two-way payments in the event of a termination of a transaction in respect of a Hedging Agreement, whether on a Termination Event (as defined in the relevant Hedging Agreement) or on an Event of Default (as defined in the relevant Hedging Agreement); and

(v)           provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars.

(c)                                  The rights of the Borrower or the Parent Guarantor (as the case may be) under the Hedging Agreements shall be assigned by way of security under an Assignment of Hedging Agreement.

(d)                                 The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement.

(e)                                  For so long as an Event of Default has occurred and is continuing, neither a Hedge Counterparty nor the Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Facility Agent (such consent not to be unreasonably withheld).

(f)                                   Paragraph (e) above shall not apply to an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement.

(g)                                  If, at any time, the aggregate notional principal amount of the transactions in respect of the Hedging Agreements exceeds or, as a result of any repayment or prepayment under this Agreement, will exceed the Loan at that time, the Borrower or the Parent Guarantor (as the case may be) must promptly notify the Facility Agent and must, at the request of the Facility Agent, reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Facility Agent so that it no longer exceeds or will not exceed the Loan then or that will be outstanding.

(h)                                 Any reductions in the aggregate notional amount of the transactions in respect of the Hedging Agreements in accordance with paragraph (g) above will be apportioned as between those transactions pro rata.

(i)                                     Paragraph (g) above shall not apply to any transactions in respect of any Hedging Agreement under which the Borrower or the Parent Guarantor (as the case may be) does not have any actual or contingent indebtedness.

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(j)                                    Subject to paragraph (k) below, neither a Hedge Counterparty nor the Borrower or the Parent Guarantor (as the case may be) may terminate or close out any transactions in respect of any Hedging Agreement (in whole or in part) except:

(i)            in accordance with paragraph (g) above,

(ii)           on the occurrence of an Illegality (as such expression is defined in the relevant Hedging Agreement);

(iii)          if the Facility Agent serves notice or having served notice, makes a demand under Clause 27.19 (Acceleration);

(iv)          with the consent of the Facility Agent (acting on instructions of the Majority Lenders) if an Event of Default has occurred; or

(v)           If the Secured Liabilities (other than in respect of the Hedging Agreements) have been irrevocably and unconditionally paid and discharged in full;

(k)                                 If a Hedge Counterparty is entitled to terminate or close out any transaction in respect of any Hedging Agreement under sub-paragraph (iii) of paragraph (j) above, such Hedge Counterparty shall promptly terminate or close out such transaction following a request to do so by the Security Agent.

(l)                                     A Hedge Counterparty may only suspend making payments under a transaction in respect of a Hedging Agreement if the Borrower or the Parent Guarantor (as the case may be) is in breach of its payment obligations under any transaction in respect of that Hedging Agreement.

(m)                             Each Hedge Counterparty consents to, and acknowledges notices of, the assigning by way of security by the Borrower or the Parent Guarantor (as the case may be) pursuant to the relevant Assignment of Hedging Agreement of its rights under the Hedging Agreements to which it is party in favor of the Security Agent.

(n)                                 Any such assigning by way of security is without prejudice to, and after giving effect to, the operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement.

(o)                                 Neither the Security Agent nor any other Finance Party shall be liable for or have any obligation in respect of the performance of any of the Borrower’s or as the case may be, the Parent Guarantor’s obligations under a Hedging Agreement.

8.6                               Hedging - First right to bid and Non-Lender Hedging Agreements

(a)                                 Each of the Borrower and the Parent Guarantor undertakes with the Lenders and the Hedge Counterparties, that in the event it or the Parent Guarantor (as the case may be), intends to enter into hedging transactions or agreements for the purpose of hedging against the interest rate in connection with this Agreement, it shall provide the Lenders and the Hedge Counterparties with the first right to bid in relation to such potential hedging transactions or agreements, before it concludes the same with a Non-Lender.

(b)                                 The Borrower or the Parent Guarantor may only enter into a Non-Lender Hedging Agreement pursuant to this Clause on condition that such Non-Lender does not share in any Security provided under the Finance Documents and that no Security shall be granted by any Obligor in respect of the Borrower’s or as the case may be, the Parent Guarantor’s obligations to a Non-Lender under such Non-Lender Hedging Agreement.

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9                                         INTEREST PERIODS

9.1                               Interest Periods

(a)                                 Each Interest Period in respect of each Tranche relating to a Vessel Loan will, subject to paragraphs (d) and (f) below, be three Months.

(b)                                 An Interest Period in respect of a Tranche relating to a Vessel Loan shall always be the same period as the Interest Period of the other Tranches relating to such Vessel Loan.

(c)                                  An Interest Period in respect of each Tranche relating to a Vessel Loan shall not extend beyond the Termination Date relating to that Tranche and shall instead end on such Termination Date.

(d)                                 In respect of a Repayment Instalment, an Interest Period for a part of the Loan equal to such Repayment Instalment shall end on the Repayment Date relating to it if such date is before the end of the Interest Period then current.

(e)                                  Subject to paragraph (f) below, the first Interest Period for the Loan shall start on the first Utilization Date and each subsequent Interest Period in respect of the Loan shall start on the last day of the preceding Interest Period in respect of the Loan.

(f)                                   The first Interest Period for the second and any subsequent Advance shall start on the Utilization Date of such Advance and end on the last day of the prevailing Interest Period applicable to the Loan.

(g)                                  Except for the purposes of paragraph (d) and paragraph (f) above, the Loan shall have one Interest Period at any time.

9.2                               Non-Business Days

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

10                                  CHANGES TO THE CALCULATION OF INTEREST

10.1                        Unavailability of Screen Rate

(a)                                 If no Screen Rate is available for LIBOR for:

(i)            dollars; or

(ii)           the Interest Period of an Advance, the Loan, any part of the Loan or any Unpaid Sum,

there shall be no LIBOR for that Advance, the Loan, that part of the Loan or that Unpaid Sum and Clause 10.3 (Cost of funds) shall apply to that Advance, the Loan, that part of the Loan or that Unpaid Sum for that Interest Period.

10.2                        Market disruption

(a)                                 If before close of business in London on the Quotation Day for the relevant Interest Period the Facility Agent receives notification from a Lender or Lenders (whose participations in the relevant Advance or the Loan exceed fifty percent of the relevant Advance or the Loan as

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appropriate) (the “Relevant Lender(s)”) that the cost to it of funding its participation in that Advance or the Loan from whatever source it may reasonably select would be in excess of the LIBOR for such Interest Period, then Clause 10.3 (Costs of funds) shall apply to that Advance or the Loan (as applicable) for that Interest Period.

(b)                                 If, at least one (1) Business Day before the start of an Interest Period, the Facility Agent receives notification from the Relevant Lender(s) (the “Affected Lender(s)”) that for any reason it is unable to obtain dollars in the Relevant Interbank Market in order to fund its participation in an Advance, each such Affected Lender’s obligation to make that Advance shall be suspended while that situation continues.

10.3                        Cost of funds

(a)                                 If this Clause 10.3 (Cost of funds) applies, the rate of interest on a Lender’s share of an Advance, the Loan, any part of the Loan or any Unpaid Sum for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i)            the relevant Margin; and

(ii)           the rate notified to the Facility Agent by that Lender as soon as practicable before interest is due to be paid in respect of that Interest Period to be that which expresses as a percentage rate per annum the actual cost to the relevant Lender of funding its participation in that Advance, the Loan, that part of the Loan or that Unpaid Sum from whatever source it may reasonably select.

(b)                                 If this Clause 10.3 (Cost of funds) applies and the Facility Agent or the Borrower so require, the Facility 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 or (as the case may be) an alternative basis for funding.

(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.

10.4                        Break Costs

(a)                                 The Borrower shall, within three Business Days of demand by a Finance Party (which request shall set forth in reasonable detail the basis for requesting and the calculation of such compensation, provided that no Finance Party shall be required to disclose any information that would be confidential or price sensitive), 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 Unpaid Sum.

11                                  FEES, KEXIM PREMIUM AND K-SURE PREMIUM

11.1                        Commitment fee

(a)                                 The Borrower shall pay to the Facility Agent (for the account of each relevant Lender), in respect of each Vessel Loan, a fee computed at the rate of 40 percent of the applicable Margin per annum on such Lender’s Available Commitment for that Vessel Loan for the period commencing from the date of this Agreement and up to and including, the last day of the Availability Period relating to such Vessel Loan.

(b)                                 The accrued commitment fee payable in respect of each Vessel Loan is payable on each Repayment Date which ends during the Availability Period of such Vessel Loan, on the last

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day of such Availability Period and, if cancelled, on the cancelled amount of each Lender’s Commitment of such Vessel Loan, at the time the cancellation is effective.

11.2                        Upfront fee

(a)                                 The Borrower shall pay to the Facility Agent (for the account of each of the Commercial Lenders), an upfront fee in the amount and at the times agreed in a Fee Letter.

(b)                                 The Borrower shall pay to the ECA Agent (for the account of each of KEXIM, the KEXIM Guaranteed Lenders and the K-Sure Lenders), an upfront fee in the amount and at the times agreed in a Fee Letter.

11.3                        Facility Agent fee

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

11.4                        KEXIM Prepayment Fee

(a)                                 Subject to paragraph (b) below, in the case of a voluntary prepayment pursuant to Clause 7.4 (Voluntary prepayment of Loan), the prepayment made under Clause 7.6 (Mandatory prepayment on sale or Total Loss) but only in the case of a sale or disposal of a Ship, or the voluntary cancellation pursuant to Clause 7.3 (Voluntary and automatic cancellation), in each case in relation to any KEXIM Funded Tranche, the Borrower must pay to the Facility Agent for the account of KEXIM, the KEXIM Prepayment Fee on the date of prepayment and/or cancellation of the relevant portion of a Vessel Loan.

(b)                                 No fee shall be payable under this Clause if the prepayment and/or cancellation is made under Clause 7.1 (Illegality), Clause 7.6 (Mandatory prepayment on sale or Total Loss) but only in the case of a Total Loss, Clause 7.8 (KEXIM and K-Sure Put Options), Clause 7.9 (Right of replacement and repayment and cancellation in relation to a single Lender) and Clause 25 (Security cover).

11.5                        [Intentionally deleted]

11.6                        KEXIM Premium

The Borrower shall pay KEXIM the KEXIM Premium for each ECA Vessel Loan in the amount and at the times agreed in a Fee Letter.

11.7                        K-Sure Premium

The Borrower shall pay K-Sure the K-Sure Premium for each ECA Vessel Loan in the amount notified in writing to the Borrower by K-Sure on or prior to the Utilization of the relevant Advance.

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SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

12                                  TAX GROSS UP AND INDEMNITIES; FATCA

12.1                        [Intentionally left blank]

12.2                        Tax gross-up

(a)                                 All payments made by any Obligor hereunder or under any Finance Document (other than a Hedging Agreement) will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for any Taxes imposed with respect to such payments unless required by applicable law. If applicable law requires the deduction or withholding of any Taxes from or in respect of any sum payable under any Finance Document, then:

(i)            the Borrower shall be entitled to make such deduction or withholding,

(ii)           the Borrower shall pay the full amount deducted or withheld to the relevant taxing authority and

(iii)          in the case of any Indemnified Taxes, the Borrower agrees to pay the full amount of such Indemnified Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Finance Document, after withholding or deduction for or on account of any Indemnified Taxes, will not be less than the amount provided for herein or in such Finance Document.

The Borrower shall indemnify each Finance Party, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes payable or paid by such Finance Party or required to be withheld or deducted from a payment to such Finance Party, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Facility Agent), or by the Facility Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In the event the Borrower pays amounts deducted and withheld to the relevant taxing authority in respect of Indemnified Taxes, the Borrower will furnish to the Facility Agent within forty-five (45) days after the date of payment of any Indemnified Taxes is due pursuant to applicable law certified copies of Tax receipts evidencing such payment by the Borrower.  The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Indemnified Taxes so levied or imposed and paid by such Lender.

(b)                                 Without duplicating the payments under paragraph (a) above, the Borrower agrees to pay any and all present or future stamp, court or documentary Taxes and any other excise (in the nature of a documentary or similar Tax), property, intangible, filing or mortgage recording Taxes or charges or similar levies imposed by any Governmental Authority which arise from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Finance Document excluding such amounts imposed in connection with an Assignment Agreement, a Transfer Certificate, grant of a participation, transfer or assignment to or designation of a new applicable lending office or other office for receiving payments under any Finance Document, except to the extent that any such change is

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requested in writing by a Borrower (all such non-excluded Taxes described in this paragraph (b) of Clause 12.2 (Tax gross-up) being referred to as “Other Taxes”).

(c)                                  Any Finance Party that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Finance Document shall deliver to the Borrower and the Facility Agent, at the time or times reasonably requested by the Borrower or the Facility Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Facility Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Finance Party, if reasonably requested by the Borrower or the Facility Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Facility Agent as will enable the Borrower or the Facility Agent to determine whether or not such Finance Party is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation shall not be required if in the Finance Party’s reasonable judgment such completion, execution or submission would subject such Finance Party to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Finance Party.

(d)                                 If the Facility Agent or a Lender determines in its sole discretion that it has actually received or realized a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by an Obligor or with respect to which such Obligor has paid additional amounts pursuant to Clause 12.2(a) (Tax Gross-up), it shall pay over such refund to such Obligor (but only to the extent of indemnity payments made, or additional amounts paid, by such Obligor under Clause 12.2(a) (Tax Gross-up) with respect to the Indemnified Taxes or payments of Other Taxes pursuant to Clause 12.2(a) (Tax Gross-up) giving rise to such refund), net of all reasonable out-of-pocket expenses of the Facility Agent or such Lender (including any Taxes imposed with respect to such refund) as is determined in the sole discretion of the Facility Agent or Lender in good faith, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).  In the event the Facility Agent or such Lender is required to repay such refund to such Governmental Authority, then such Obligor, upon the written request of the Facility Agent or such Lender, agrees to promptly repay the amount paid over to such Obligor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority, but without any other interest, penalties or charges) to the Facility Agent or such Lender.  Nothing in this Clause 12.2(d) (Tax Gross-up) shall require a Lender to disclose any confidential information (including, without limitation, its Tax returns or its calculations).

(e)                                  Each Party shall, within ten Business Days of a reasonable request by another Party:

(i)            confirm to that other Party whether or not it would be subject to withholding Tax imposed by FATCA if such Party were to fail to comply with the applicable reporting requirements of FATCA; and

(ii)           supply to that other Party such forms (including U.S. Internal Revenue Service Forms W-8 or W-9), 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.

If a Party confirms to another Party pursuant to the foregoing that it would not be subject to withholding Tax imposed by FATCA or provides a U.S. Internal Revenue Service Form W-8 or W-9 and it subsequently becomes aware that it may be subject to withholding Tax imposed

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by FATCA or that the Form has ceased to be accurate or valid, that Party shall notify that other Party reasonably promptly or provide a revised Form, respectively.

Without duplication of the foregoing, if a payment made to a Lender under any Finance Document would be subject to withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Facility Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Facility Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code or an intergovernmental agreement) and such additional documentation reasonably requested by the Borrower or the Facility Agent as may be necessary for the Borrower and the Facility Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Each Party may make any deduction it is required to make by FATCA, and any payment required in connection with that FATCA deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA deduction or otherwise compensate the recipient of the payment for that FATCA deduction. Each Party shall promptly, upon becoming aware that it must make a deduction under FATCA (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 Facility Agent and the Facility Agent shall notify the other Finance Parties.

(f)                                   Each Lender shall severally indemnify the Facility Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes or Other Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Facility Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of the Borrower to do so) and (ii) any Taxes excluded in Clause 12.2(a) (Tax Gross-up) attributable to such Lender, in each case, that are payable or paid by the Facility Agent in connection with any Finance Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender by the Facility Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes the Facility Agent to set off and apply any and all amounts at any time owing to such Lender under any Finance Document (other than a Hedging Agreement) or otherwise payable by the Facility Agent to the Lender from any other source against any amount due to the Facility Agent under this paragraph (f).

(g)                                  Each party’s obligations under this Clause 12.2(Tax Gross-up) shall survive the resignation or replacement of the Facility Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Finance Document.

12.3                        [Intentionally left blank]

12.4                        [Intentionally left blank]

12.5                        VAT

(a)                                 All amounts expressed to be payable under a Finance Document 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

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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 other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

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

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

(c)                                  Where a Finance Document requires any Party 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 of it 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)                                 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.

13                                  INCREASED COSTS

13.1                        Increased costs

(a)                                 Subject to Clause 13.3(Exceptions), the Borrower shall, within three Business Days of written demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

(i)            the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or

(ii)           compliance with any law or regulation made,

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after the date of this Agreement.  Notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and (ii) Basel III, and all requests, rules, regulations, guidelines and directives promulgated pursuant to the foregoing, are deemed to have been introduced or adopted after the date hereof, regardless of the date enacted or adopted.

(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 funding or performing its obligations under any Finance Document.

13.2                        Increased cost claims

(a)                                 A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrower (and such notification shall, to the extent commercially practicable, contain reasonable details of the calculation for such additional amounts).

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

13.3                        Exceptions

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

(a)                                 attributable to an Excluded Tax or a change in the rate of tax on the overall net income of a Finance Party;

(b)                                 compensated for by Clause 12.2 (Tax gross-up)

(c)                                  compensated for by any payment made pursuant to Clause 14.3 (Mandatory Cost);

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

(e)                                  incurred by a Hedge Counterparty in its capacity as such; or

(f)                                   attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel III) (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

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14                                  OTHER INDEMNITIES

14.1                        Currency 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; 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, on demand, indemnify each Secured Party to which that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) 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.

(c)                                  This Clause 14.1 (Currency indemnity) does not apply to any sum due to a Hedge Counterparty in its capacity as such.

14.2                        Other indemnities

(a)                                 Each Obligor shall, upon written request, indemnify each Secured Party against any cost, loss or liability incurred by it as a result of:

(i)            the occurrence of any Event of Default;

(ii)           a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 35 (Sharing among the Finance Parties);

(iii)          funding, or making arrangements to fund, its participation in an Advance requested by the Borrower in a Utilization 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 Secured Party alone); or

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

(b)                                 Each Obligor shall, on demand, indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (each such person for the purposes of this Clause 14.2 (Other indemnities) an “Indemnified Person”), against any cost, loss or liability incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory inquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents (other than a Hedging Agreement), having the benefit of any Security constituted by the Finance Documents or which relates to the condition or operation of, or

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any incident occurring in relation to, any Ship unless such cost, loss or liability is caused by the gross negligence or willful misconduct of that Indemnified Person.

(c)                                  Without limiting, but subject to any limitations set out in paragraph (b) above, the indemnity in paragraph (b) above shall cover any cost, loss or liability incurred by each Indemnified Person in any jurisdiction:

(i)            arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or

(ii)           in connection with any Environmental Claim.

(d)                                 Any Affiliate or any officer or employee of a Finance Party or of any of its Affiliates may rely on this Clause 14.2 (Other indemnities) subject to Clause 1.5 (Third party rights).

(e)                                  Notwithstanding the foregoing, this Clause 14.2 (Other indemnities) shall not cover the types of costs, loss or liability covered by Clause 10.2 (Market disruption), Clause 12 (Tax gross-up and indemnities, FATCA), Clause 13 (Increased costs), Clause 16 (Costs and expenses) and the other provisions of this Clause 14 (Other indemnities).

14.3                        Mandatory Cost

Each Obligor shall, on demand by the Facility Agent, pay to the Facility Agent for the account of the relevant Lender, such amount which any Lender certifies in a notice to the Facility Agent to be its good faith determination of the amount necessary to compensate it for complying with:

(a)                                 in the case of a Lender lending from a Facility Office in a Participating Member State, the minimum reserve requirements (or other requirements having the same or similar purpose) of the European Central Bank or any other authority or agency which replaces all or any of its functions) in respect of loans made from that Facility Office; and

(b)                                 in the case of any Lender lending from a Facility Office in the United Kingdom, any reserve asset, special deposit or liquidity requirements (or other requirements having the same or similar purpose) of the Bank of England (or any other governmental authority or agency) and/or paying any fees to the U.K. Financial Conduct Authority and/or the U.K. Prudential Regulation Authority (or any other governmental authority or agency which replaces all or any of their functions),

which, in each case, is referable to that Lender’s participation in the Loan.

14.4                        Indemnity to the Facility Agent

Each Obligor shall, on demand, jointly and severally indemnify the Facility Agent against:

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

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

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

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(iii)          instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents (other than a Hedging Agreement ); and

(b)                                 any cost, loss or liability incurred by the Facility Agent (otherwise than by reason of the Facility Agent’s gross negligence or wilful misconduct) but not including any claim based on the fraud of the Facility Agent in acting as Facility Agent under the Finance Documents (other than a Hedging Agreement).

14.5                        Indemnity to the Security Agent

(a)                                 Each Obligor shall, on demand, jointly and severally indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them:

(i)            in relation to or as a result of:

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

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

(C)          the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;

(D)          the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents (other than a Hedging Agreement) or by law;

(E)           any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents (other than a Hedging Agreement);

(F)           any action by any Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and

(G)          instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents (other than a Hedging Agreement).

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

(b)                                 The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.

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14.6                        Indemnity to KEXIM and KEXIM Guaranteed Lenders

The Borrower shall promptly indemnify KEXIM and the KEXIM Guaranteed Lenders against any cost, loss or liability incurred by KEXIM and the KEXIM Guaranteed Lenders (acting reasonably) as a result of:

(a)                                 investigating any event which it reasonably believes is a covered risk (howsoever described) under the KEXIM Guarantee; or

(b)                                 exercising any of the rights, powers, discretions or remedies vested in it under the KEXIM Guarantee or by law.

15                                  MITIGATION BY THE FINANCE PARTIES

15.1                        Mitigation

(a)                                 Each Finance Party shall, in consultation with the Borrower, take all commercially reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax Gross Up and Indemnities; FATCA), Clause 13 (Increased Costs) or paragraph (a) of Clause 14.3 (Mandatory Cost) including (but not limited to) transferring its rights and obligations under the Finance Documents (other than a Hedging Agreement) to another Affiliate or Facility Office.

(b)                                 Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

15.2                        Limitation of liability

(a)                                 Each Obligor shall, on demand, jointly and severally indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).

(b)                                 A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if either:

(i)            a Default has occurred and is continuing; or

(ii)           in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it in any economic, legal or regulatory respect.

15.3                        Defaulting Lender

(a)                                 Notwithstanding any other provision in this Agreement to the contrary, if at any time a Lender becomes a Defaulting Lender, so long as such Lender is a Defaulting Lender, fees pursuant to Clause 11.1 (Commitment fee) shall cease to accrue on such Defaulting Lender’s unused Commitment until such time as such Lender is no longer a Defaulting Lender, at which time fees pursuant to Clause 11.1 (Commitment fee) shall resume to accrue and be payable in accordance with Clause 11.1 (Commitment fee).

(b)                                 Each Defaulting Lender shall indemnify the Borrower, the Facility Agent and each Non-Defaulting Lender from and against any and all loss, damage or expenses, including but not limited to reasonable legal fees and, in the case of the Facility Agent or any Non-Defaulting Lender, funds (if any) advanced by the Facility Agent or by any Non-Defaulting Lender, on account of such Defaulting Lender’s failure to timely fund its applicable Commitment of an

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Advance or to otherwise perform its obligations under the Finance Documents (other than a Hedging Agreement).

(c)                                  In the event that the Facility Agent and the Borrower agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the participation of the Lenders in the Loan shall be readjusted to reflect the inclusion of such Lender’s participation in the Loan and on such date such Lender shall purchase at par such of the Loan or participations therein of the other Lenders as the Facility Agent shall determine may be necessary in order for such Lender to hold its pro rata share of the participations in the Loan and/or the Commitments.

(d)                                 At any time during a Default Period, the Borrower may, upon three (3) Business Days prior notice to the applicable Defaulting Lender (so long as such Default Period remains in effect at the end of such notice period), require such Defaulting Lender to assign all right, title and interest that it may have in, and its participations in, its participation in the Loan and any other Obligations of the Borrower under this Agreement and the Finance Documents to another Lender (if another Lender will consent to purchase such right, title and interest and participations) or another Person in accordance with and subject to the terms of Clause 28 (Changes to the Lenders) of this Agreement, if such Person can be found by the Borrower, for a purchase price equal to 100% of the principal amount of participation in the Loan plus the amount of any interest and fees accrued and owing to such Defaulting Lender as of the date of such assignment.

16                                  COSTS AND EXPENSES

16.1                        Transaction expenses

The Obligors shall, jointly and severally on demand, pay the Facility Agent, the Security Agent, the ECA Agent (for the account of K-Sure), the Lead Arrangers and the Mandated Lead Arrangers the amount of all documented costs and expenses (including reasonable legal fees) reasonably incurred by any Secured Party and/or K-Sure in connection with the negotiation, preparation, printing, execution, syndication and perfection of:

(a)                                 this Agreement and any other documents referred to in this Agreement;

(b)                                 the Transaction Security;

(c)                                  each of the K-Sure Insurance Policies and any other documents which may at any time be required by K-Sure to give effect to the terms of any K-Sure Insurance Policy or which K-Sure is entitled to call for or obtain pursuant to the terms of any K-Sure Insurance Policy; and

(d)                                 any other Finance Documents executed after the date of this Agreement.

16.2                        Amendment costs

If:

(a)                                 an Obligor requests an amendment, waiver or consent; or

(b)                                 an amendment is required pursuant to Clause 36.9 (Change of currency); or

(c)                                  an Obligor requests, and the Security Agent agrees to, the release of all or any part of the Security Assets from the Transaction Security,

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the Obligors shall, jointly and severally on demand, reimburse each of the Facility Agent, the ECA Agent (for the account of K-Sure)  and the Security Agent for the amount of all costs and expenses (including reasonable legal fees) reasonably incurred by each Secured Party and/or K-Sure in responding to, evaluating, negotiating or complying with that request or requirement.

16.3                        Enforcement and preservation costs

The Obligors shall, jointly and severally on demand, pay to:

(a)                                 each Secured Party the amount of all costs and expenses (including reasonable legal fees) incurred by that Secured Party in connection with any step taken with a view to the protection, the enforcement of, or the preservation of any rights under, any Finance Document (other than a Hedging Agreement) or the Transaction Security and with any proceedings instituted by or against that Secured Party as a consequence of it entering into a Finance Document (other than a Hedging Agreement), taking or holding the Transaction Security, or enforcing those rights; and

(b)                                 each K-Sure Lender and the ECA Agent (for the account of K-Sure) the amount of all costs and expenses (including reasonable legal fees) incurred by a K-Sure Lender and/or K-Sure in connection with or incidental to the enforcement or exercise of, or the preservation of, its rights, powers, discretions and remedies under any K-Sure Insurance Policy and any proceedings instituted by or against any K-Sure Lender and/or K-Sure in connection thereto.

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SECTION 7

GUARANTEES

17                                  GUARANTEE AND INDEMNITY

17.1                        Guarantee and indemnity

(a)                                 In order to induce the Facility Agent, the Security Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and induce the other Finance Parties to enter into Hedging Agreements and in recognition of the direct benefits to be received by the Guarantors from the continuation of the Loan and the entering into of such Hedging Agreements, each of the Guarantors hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the obligations of the Borrower and each other Obligor under this Agreement and the other Finance Documents to the Finance Parties (the “Obligations”).

(b)                                 If any or all of such Obligations becomes due and payable hereunder, the Guarantors unconditionally and irrevocably, promise to pay such indebtedness to the Facility Agent and/or the other Finance Parties, or order, on demand, together with any and all reasonable documented out-of-pocket expenses which may be incurred by the Facility Agent and the other Finance Parties in collecting any of the Obligations.

(c)                                  This guarantee constitutes a guarantee of punctual performance and payment and not merely of collection. Notwithstanding the foregoing, any Hedging Obligations guaranteed by the Guarantors under this Clause 17 (Guarantee and indemnity) shall not include any Excluded Hedging Obligations.

(d)                                 If a claim is ever made upon any Finance Party for repayment or recovery of any amount or amounts received in payment or on account of any of the Obligations and any of the aforesaid Finance Party repays all or part of said amount by reason of:

(i)            any judgment, decree or order of any court or administrative body having jurisdiction over such Finance Party or any of its property; or

(ii)           any settlement or compromise of any such claim effected by such Finance Party with any such claimant (including the Borrower),

then and in such event, each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the such Guarantor, notwithstanding any revocation of the guarantee under this Clause or other instrument evidencing any liability of the Borrower, and the Guarantors shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such Finance Party.

(e)                                  All liabilities of the Owner Guarantors and the Hedge Guarantors under this Agreement shall, whether expressed to be so or not, be joint and several.

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17.2                        Keepwell

Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Hedge Guarantor to honor all of its obligations under this Clause 17 (Guarantee and indemnity) in respect of the Hedging Obligations guaranteed hereby (provided that each Qualified ECP Guarantor shall be liable under this Clause 17.2(Keepwell) only for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Clause 17 (Guarantee and indemnity), or otherwise under the guarantee under this Clause, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount).  Each Qualified ECP Guarantor intends that this Clause 17.2(Keepwell) constitute, and this Clause 17.2 (Keepwell) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Hedge Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

17.3                        Bankruptcy

Additionally, the Guarantors unconditionally and irrevocably guarantee the payment of any and all of the Obligations (including, without limitation, all interest accruing subsequent to the commencement of any case, proceeding or other action relating to any other Obligor under any Debtor Relief Laws, and all interest which, but for any such case, proceeding or other action would otherwise accrue) to the Finance Parties whether or not due or payable by the Borrower or any Obligor upon the occurrence of any of the events specified in Clause 27.7(Insolvency Event), and irrevocably, unconditionally and jointly and severally promises to pay such indebtedness to the Finance Parties, or order, on demand, in lawful money of the U.S.

17.4                        Nature of Liability

The liability of the Guarantors hereunder is primary, absolute and unconditional, exclusive and independent of any Security for or other guarantee of any of the Obligations, whether executed by the Guarantors, any other guarantor or by any other party, and the liability of the Guarantors hereunder shall not be affected or impaired by:

(a)                                 any direction as to application of payment by the Borrower or by any other party; or

(b)                                 any other continuing or other guarantee, undertaking or maximum liability of a guarantor or of any other party as to the Obligations; or

(c)                                  any payment on or in reduction of any such other guarantee or undertaking; or

(d)                                 any dissolution, termination or increase, decrease or change in personnel by the Borrower; or

(e)                                  any payment made to any Finance Party on any of the Obligations which any such Finance Party repays to the Borrower or any other Obligor pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding; or

(f)                                   any action or inaction by the Finance Party as contemplated in Clause 17.6(Authorization) ;or

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(g)                                  any invalidity, irregularity or enforceability of all or any part of the Obligations or of any Security therefor.

17.5                        Independent Obligation

The obligations of each Guarantor hereunder are several and are independent of the obligations of any other guarantor, any other party or the Borrower, and a separate action or actions may be brought and prosecuted against any Guarantor whether or not action is brought against any other guarantor, any other party or the Borrower and whether or not any other guarantor, any other party or the Borrower be joined in any such action or actions.  Each Guarantor waives, to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof.  Any payment by the Borrower or other circumstance which operates to toll any statute of limitations as to the Borrower shall operate to toll the statute of limitations as to the Guarantors.

17.6                        Authorization

The Guarantors authorize the Finance Parties without notice or demand (except as shall be required by applicable statute or this Agreement and cannot be waived), and without affecting or impairing its liability hereunder, from time to time to:

(a)                                 in accordance with the terms and provisions of this Agreement and the other Finance Documents, change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and the guarantee under this Clause shall apply to the Obligations as so changed, extended, renewed or altered;

(b)                                 take and hold security for the payment of the Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, any of the Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;

(c)                                  exercise or refrain from exercising any rights against the Borrower, any other Obligor or others or otherwise act or refrain from acting;

(d)                                 release or substitute any one or more endorsers, guarantors, the Borrower, or other Obligors;

(e)                                  settle or compromise any of the Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrower to its creditors other than the Finance Parties;

(f)                                   apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrower to the Finance Parties regardless of what liability or liabilities of the Borrower remain unpaid;

(g)                                  consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Finance Document, any Hedging Agreement or any of the instruments or agreements referred to herein or therein, or, pursuant to the terms of the Finance

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Documents, otherwise amend, modify or supplement this Agreement, any other Finance Document, any Hedging Agreement or any of such other instruments or agreements; and/or

(h)                                 take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of any Guarantor from its liabilities under this Guarantee.

17.7                        Reliance

It is not necessary for any Finance Party to inquire into the capacity or powers of any Guarantor or any of their respective Subsidiaries or the officers, directors, partners or agents acting or purporting to act on their behalf, and any of the Obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.

17.8                        Subordination

Any Financial Indebtedness of the Borrower now or hereafter owing to any Guarantor is hereby subordinated to the Obligations of the Borrower owing to the Finance Parties; and if the Facility Agent so requests at a time when an Event of Default exists, all such Financial Indebtedness of the Borrower to any Guarantor shall be collected, enforced and received by such Guarantor for the benefit of the Finance Parties and be paid over to the Facility Agent on behalf of the Finance Parties on account of the Obligations to the Finance Parties, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this Guarantee.  Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any such Financial Indebtedness of the Borrower to such Guarantor, such Guarantor shall mark such note or negotiable instrument with a legend that the same is subject to this subordination.  Without limiting the generality of the foregoing, the Guarantors hereby agrees with the Finance Parties that they will not exercise any right of subrogation which they may at any time otherwise have as a result of this Guarantee (whether contractual, under Section 509 of the U.S. Bankruptcy Code or otherwise) until all the Obligationshave been irrevocably paid in full in cash.  If and to the extent required in order for the Obligationsof the Guarantors to be enforceable under applicable federal, state and other laws relating to the insolvency of debtors, the maximum liability of each Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by such Guarantor, under such laws, after giving effect to any rights of contribution, reimbursement and subrogation arising under this Clause 17.8(Subordination).

17.9                        Waiver

(a)                                 The Guarantors waive any right (except as shall be required by applicable law and cannot be waived) to require any Finance Party to:

(i)            proceed against the Borrower, any other guarantor or any other party;

(ii)           proceed against or exhaust any security held from the Borrower, any other guarantor or any other party; or

(iii)          pursue any other remedy in any Finance Party’s power whatsoever.

(b)                                 The Guarantors hereby irrevocably waive any defenses it may now or hereafter have in any way relating to any and all of the following:

(i)            based on or arising out of any defense of the Borrower, any other guarantor or any other party, other than payment in full in cash of the Obligations, based on or arising

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out of the disability of the Borrower, any other guarantor or any other party, or the validity, legality or unenforceability of such obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower other than payment in full in cash of such obligations;

(ii)           any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from any Finance Document;

(iii)          any taking, exchange, release or non-perfection of any Security Assets, or any taking, release or amendment or waiver of or consent to departure from the guarantee under this Clause or any other guarantee, for all or any of the Obligations;

(iv)          any law or regulation of any foreign jurisdiction or any other event affecting any term of any of the Obligations; and

(v)           any other circumstance (including, without limitation, any statute of limitations or any existence of or reliance on any representation by the Facility Agent or any other Finance Party) that might otherwise constitute a defense available to, or a discharge of, such Guarantor, the Borrower or any other guarantor or surety other than payment in full in cash of the Obligations.  The Finance Parties may, at their election, foreclose on any security held by the Facility Agent, the Security Agent or any other Finance Party by one or more judicial or non-judicial sales, whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Finance Parties may have against the Borrower, or any other party, or any security, without affecting or impairing in any way the liability of the Guarantors hereunder except to the extent the Obligations have been paid in cash. The Parent Guarantor waives any defense arising out of any such election by the Finance Parties, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of the Guarantors against the Borrower or any other party or any security.

(c)                                  The Guarantors waive all presentments, demands for performance, protests and notices, including, without limitation, notices of non-performance, notices of protest, notices of dishonor, notices of acceptance of the guarantee under this Clause, and notices of the existence, creation or incurring of new or additional Obligations.  The Guarantors assume all responsibility for being and keeping themselves informed of the Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which each Guarantor assumes and incurs hereunder, and agrees that neither the Facility Agent nor any of the other Finance Parties shall have any duty to advise any Guarantor of information known to them regarding such circumstances or risks.

17.10                 Judgement Shortfall

(a)                                 The obligations of the Guarantors under the guarantee under this Clause to make payments in the respective currency or currencies in which the respective obligations are required to be paid (such currency being herein called the “Obligation Currency”) shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Facility Agent, the Security Agent or the respective other Finance Party of the full amount of the Obligation Currency

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expressed to be payable to the Facility Agent, the Security Agent or such other Finance party under the guarantee under this Clause or the other Finance Documents or any Hedging Agreements, as applicable.  If for the purpose of obtaining or enforcing judgment against any Guarantor in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in the Obligation Currency, the conversion shall be made, at the rate of exchange (quoted by the Facility Agent, determined, in each case, as of the date immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “Judgment Currency Conversion Date”).

(b)                                 If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, each Guarantor, covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate or exchange prevailing on the Judgment Currency Conversion Date.

17.11                 Irrevocable Payment