Exhibit 99.1

GLOBUS MARITIME LIMITED

Globus Maritime limited ANNOUNCES CLOSING OF $37 MILLION Loan

Glyfada, Greece, July 1, 2019 - Globus Maritime Limited (“Globus” or the “Company”) (NASDAQ: GLBS), a dry bulk shipping company, has successfully closed the refinancing of its five vessels through a Term Loan Facility with EnTrust Global’s Blue Ocean Fund.

About Globus Maritime Limited

Globus is an integrated dry bulk shipping company that provides marine transportation services worldwide and presently owns, operates and manages a fleet of dry bulk vessels that transport iron ore, coal, grain, steel products, cement, alumina and other dry bulk cargoes internationally. Globus’s subsidiaries own and operate 5 vessels with a total carrying capacity of 300,571 DWT and a weighted average age of 11.1 years as of March 31, 2019.

Safe Harbor Statement

This communication contains “forward-looking statements” as defined under U.S. federal securities laws. Forward-looking statements provide the Company’s current expectations or forecasts of future events. Forward-looking statements include statements about the Company’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts or that are not present facts or conditions. Words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “will” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. The Company’s actual results could differ materially from those anticipated in forward-looking statements for many reasons specifically as described in the Company’s filings with the Securities and Exchange Commission. Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this communication. Globus undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this communication or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks Globus describes in the reports it will file from time to time with the Securities and Exchange Commission after the date of this communication.

Registered office: Trust Company Complex, Ajeltake Road, Ajeltake Island,
P.O. Box 1405, Majuro, Marshall Islands MH 96960
Comminucations Address: c/o Globus Shipmanagement Corp.
128 Vouliagmenis Avenue, 3 rd Floor, 166 74 Glyfada, Greece
Tel: +30 210 9608300, Fax: +30 210 9608359, e-mail: info@globusmaritime.gr
www.globusmaritime.gr

Exhibit 99.2

Dated 24 June 2019

US$37,000,000

TERM LOAN FACILITY

DEVOCEAN MARITIME LTD.

DOMINA MARITIME LTD.

DULAC MARITIME S.A.

ARTFUL SHIPHOLDING S.A. and

LONGEVITY MARITIME LIMITED
as joint and several Borrowers

and

GLOBUS MARITIME LIMITED

as Parent Guarantor

and

LUCID AGENCY SERVICES limited

as Facility Agent

and

LUCID trustee SERVICES limited
as Security Agent

FACILITY AGREEMENT

relating to the refinancing of certain existing indebtedness secured on
m.vs. “RIVER GLOBE”, “SKY GLOBE”, “STAR GLOBE”, “MOON GLOBE” and “SUN GLOBE”

Index

THIS AGREEMENT is made on 24 June 2019

Parties

Background

The Lenders have agreed to make available to the Borrowers a secured term loan facility of an aggregate amount of up to $37,000,000 for the purpose of refinancing the Existing Indebtedness secured on the Ships and for general corporate purposes, in five Tranches, as follows:

OPERATIVE PROVISIONS

Section 1

Interpretation

In this Agreement:

“ Account Bank ” means Credit Suisse AG acting through its office at Paradeplatz 8, 8001 Zurich Switzerland or any replacement bank or other financial institution as may approved by the Facility Agent acting with the authorisation of the Majority Lenders.

“ Account Security ” means, in relation to each Account, a document creating Security over that Account in agreed form.

“ Accounts ” means:

“ Account Grace Period ” mean the period commencing on the date of this Agreement and ending on the date on which the Closed Accounts have been closed pursuant to Clause 26.1(c) ( Accounts and Application of Earnings ).

“ Advance ” means a borrowing of all or part of a Tranche under this Agreement.

“ Affiliate ” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“ Agency Fee Letter ” means any letter or letters dated on or about the date of this Agreement between any of the Facility Agent, the Security Agent and any Obligor setting out any of the fees referred to in Clause 11.2 ( Agency fee ).

“ Approved Brokers ” means any firm or firms of insurance brokers approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders.

“ 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 6 ( Details of the Ships ) or the equivalent classification with another Approved Classification Society.

“ Approved Classification Society ” means, in relation to a Ship, as at the date of this Agreement, the classification society in relation to that Ship specified in Schedule 6 ( Details of the Ships ) or any other classification society which is a member of the International Association of Classification Societies and is approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders.

“ Approved Commercial Manager ” means, in relation to a Ship, Globus Shipmanagement Corp., a corporation incorporated and existing under the laws of Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands and having established an office in Greece pursuant to L.27/1975 at 128 Vouliagmenis Avenue, 3 ^rd  Floor, 166 74 Glyfada, Greece or any other person approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders as the commercial manager of that Ship.

“ Approved Flag ” means, in relation to a Ship, as at the date of this Agreement, the flag in relation to that Ship specified in Schedule 6 ( Details of the Ships ) or at any other time the flag of the Marshall Islands and Malta or such other flag approved in writing by the Facility Agent acting with the prior authorisation in writing by the Lenders.

“ Approved Manager ” means, in relation to a Ship, the Approved Commercial Manager or the Approved Technical Manager of that Ship (and, where the context so permits, means both of the Approved Commercial Manager and the Approved Technical Manager).

“ Approved Technical Manager ” means, in relation to a Ship, Globus Shipmanagement Corp., a corporation incorporated and existing under the laws of Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands and having established an office in Greece pursuant to L.27/1975 at 128 Vouliagmenis Avenue, 3 ^rd  Floor, 166 74 Glyfada, Greece or any other person approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders as the technical manager of that Ship.

“ Approved Valuer ” means Clarksons Valuations Limited, Braemar ACM Valuations Limited, Arrow Research Limited, Fearnleys Shipbrokers A/S (or any Affiliate of such person through which valuations are commonly issued) and any other firm or firms of independent sale and purchase shipbrokers as may be approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders.

“ Article 55 BRRD ” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“ Assignable Charter ” means, in relation to a Ship, any time charterparty, consecutive voyage charter or contract of affreightment in respect of such Ship of a duration (or capable of exceeding a duration) of 12 months or more or any bareboat charter entered into in accordance with this Agreement.

“ Assignment Agreement ” means an agreement substantially in the form set out in Schedule 5 ( Form of Assignment Agreement ) or any other form agreed between the relevant assignor and assignee and the Facility Agent (acting with the authorisation of the Majority Lenders).

“ Authorisation ” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, legalisation or registration.

“ Availability Period ” means the period from and including the date of this Agreement to and including 15 July 2019 or any other later date that may be agreed by the Facility Agent (acting with the authorisation of the Majority Lenders).

“ Available Commitment ” means a Lender’s Commitment minus:

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

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

“ Bail-In Legislation ” means:

“ Borrower ” means Borrower A, Borrower B, Borrower C Borrower D or Borrower E.

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

exceeds

“ Break-Even Expenses ” means, in relation to a Ship for a Cash Sweep Period, the aggregate of:

calculated on a daily basis during that Cash Sweep Period.

“ Buffer Amount” means, in relation to a Borrower for a Cash Sweep Period , the product of:

“ Business Day ” means a day (other than a Saturday or Sunday) on which banks are generally open for general business in London, New York and Athens.

“ Cash Sweep Period ” means, in relation to a Borrower, the period commencing on the relevant Utilisation Date and ending on 30 September 2019 and each three-month period thereafter commencing on 1 January, 1 April, 1 July and 1 October in each financial year of that Borrower, with the last such three-month period commencing on 30 June 2020 and ending on 30 September 2020.

“ 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.

“ Charter Assignment ” means, in relation to an Assignable Charter, a first priority assignment of the rights of the Borrower who is the owner of the Ship which is the subject of that Assignable Charter and any related Charter Guarantee executed or to be executed by that Borrower in favour of the Security Agent in the agreed form.

“ Charter Guarantee ” means any guarantee, bond, letter of credit or other instrument (whether or not already issued) supporting a Charter.

“ Closed Account” means, in relation to Borrower A, Borrower B and Borrower C, an account in the name of that Borrower with Hamburg Commercial Bank AG (formerly known as HSH Nordbank AG) with:

“ Code ” means the US Internal Revenue Code of 1986.

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

“ Commitment ” means:

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

“ Compliance Certificate ” means a certificate in the form set out in Schedule 9 ( 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 (including any Affiliate, Delegate, Representative, Receiver or Related Fund thereof) 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:

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 c opied from such information but excludes:

“ Confidentiality Undertaking ” means a confidentiality undertaking in substantially the appropriate form recommended by the LMA from time to time or in any other form agreed between the Borrowers and the Facility Agent.

“ Corresponding Debt ” means any amount, other than any Parallel Debt, which an Obligor owes to a Secured Party under or in connection with the Finance Documents.

“ Deed of Covenant ” means, in relation to a Ship and if required by the laws of the Approved Flag State of that Ship, a deed of covenant collateral to the Mortgage over that Ship in agreed form.

“ Deed of Release ” means, in relation to an Existing Facility Agreement, a deed releasing any Existing Security and the undertakings, obligations and liabilities (including any indemnities) of the relevant Borrowers and any other member of the Group under that Existing Facility Agreement and the Existing Security created to secure the Existing Indebtedness under that Existing Facility Agreement in a form acceptable to the Facility Agent (acting on the instructions of the Majority Lenders).

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

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

“ Dispute ” has the meaning given to it in Clause 48.1 ( Jurisdiction ).

“ Disruption Event ” means either or both of:

and which (in either such case) is not caused by, and is beyond the control of, the Party or, if applicable, any Transaction Obligor whose operations are disrupted.

“ 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 United States of America.

“ Dry Docking and Special Survey Reserves ” shall have the meaning given in Clause 26.7 ( Dry Docking and Special Survey Reserves ).

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

“ Earnings Account ” means, in relation to a Borrower:

“ EEA Member Country ” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“ Environmental Approval ” means any present or future permit, ruling, variance or other Authorisation required under Environmental Laws.

“ Environmental Claim ” means any claim by any governmental, judicial or regulatory authority or any other person which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law and, for this purpose, " claim ” includes a claim for damages, compensation, contribution, injury, fines, losses and penalties or any other payment of any kind, including in relation to clean-up and removal, whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.

“ Environmental Incident ” means:

“ Environmental Law ” means any present or future law relating to pollution or protection of human health or the environment, to conditions in the workplace, to the carriage, generation, handling, storage, use, release or spillage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.

“ Environmentally Sensitive Material ” means and includes all contaminants, oil, oil products, toxic substances and any other substance (including any chemical, gas or other hazardous or noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and any successor thereto.

“ ERISA Affiliate" means each person (and defined in Section 3(9) of ERISA) which together with the Borrower would be deemed to be a "single employer" within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“ EU Bail-In Legislation Schedule ” means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

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

“ Excess Cash ” means, in relation to a Ship, as at the date of determination the aggregate Earnings of that Ship paid during the applicable Cash Sweep Period after deducting:

in each case in relation to that Ship for that Cash Sweep Period.

“ Excess Cash Certificate ” means a certificate in the form set out in Schedule 8 ( Form of Excess Cash Certific ate) or in any other form agreed between the Borrower and the Facility Agent (acting on the instructions of the Majority Lenders) to be provided by the Borrowers to the Facility Agent, together with the management accounts to be provided by the Borrower pursuant to Clause 20.2 ( Management accounts ), within 70 days from each Quarter End Date, evidencing, on the basis of such management accounts, the amount of Excess Cash in respect of the relevant Cash Sweep Period:

“ Executive Order ” means an executive order issued by the President of the United States of America.

“ Existing HSH Facility Agreement ” means a facility agreement dated 27 February 2015 (as amended, supplemented and restated from time to time) and made between, amongst others, (i) HSH Nordbank AG (currently known as Hamburg Commercial Bank AG) as lender and (ii) Borrower A, Borrower B and Borrower C as joint and several borrowers in respect of a secured term loan facility of (originally) up to $30,000,000.

“ Existing Macquarie Facility Agreement ” means a facility agreement dated 10 December 2018 (as amended, supplemented and restated from time to time) and made between, amongst others, (i) Macquarie Bank International Limited as lender and (ii) Borrower D and Borrower E as joint and several borrowers in respect of a secured term loan facility of (originally) up to $13,500,000.

“ Existing Indebtedness ” means, in relation to:

“ Existing Lender ” has the meaning given to it in Clause 28.1 ( Assignments and transfers by the Lenders ).

“ Existing Security ” means, in relation to each Existing Facility Agreement, any Security created to secure the Existing Indebtedness (or any part thereof) under that Existing Facility Agreement.

“ 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.

“ FATCA ” means:

“ FATCA Application Date ” means:

“ FATCA Deduction ” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“ FATCA Exempt Party ” means a Party that is entitled to receive payments free from any FATCA Deduction.

“ Finance Document ” means:

“ Finance Party ” means the Facility Agent, the Security Agent or a Lender.

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

“ First Anniversary Date ” means the date falling 12 months after the relevant Utilisation Date.

“ Firment Facility Agreement ” means a revolving credit facility agreement of up to $15,000,000 dated 21 November 2018 (as amended and supplemented from time to time) and made between the Parent Guarantor and Firment Shipping Inc.

“ Fixed Dry Docking and Special Survey Reserves ” shall have the meaning given in Clause 26.7 ( Dry Docking and Special Survey Reserves ).

“ Funding Rate “ means any individual rate notified by a Lender to the Facility Agent pursuant to sub-paragraph (ii) of paragraph (a) of Clause 10.4 ( Cost of funds ).

“ GAAP ” means generally accepted accounting principles in the US, including IFRS.

“ General and Administrative Expenses ” means, in relation to a Ship, the expenses due and payable by the Borrower owning that Ship which represent the necessary costs to maintain its daily operations and administer its business in an amount not exceeding an aggregate amount of $400 per day until the First Anniversary Date, with such amount increasing by no more than 2.00 per cent. per annum during each 12 month period commencing on the First Anniversary Date and every 12 months thereafter.

“ General Assignment ” means, in relation to a Ship, the general assignment creating Security over that Ship's Earnings, its Insurances and any Requisition Compensation in relation to that Ship, in agreed form.

“ Greek Accounts ” means, in relation to a Borrower (other than Borrower B):

“ Group ” means the Parent Guarantor and its Subsidiaries from time to time, including, without limitation, the Borrowers.

“ Holding Company ” means, in relation to a person, any other person in relation to which it is a Subsidiary.

“ IFRS ” means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“ Indemnified Person ” means:

“ Initial Market Value ” means, in relation to a Ship, the Market Value of that Ship determined pursuant to paragraph 2.5 of Part B of Schedule 2 ( Conditions Precedent ).

“ Insurances ” means, in relation to a Ship:

“ Interest Expense ” means, in relation to a Tranche for a Cash Sweep Period, the payment obligations in respect of interest of the Borrowers under that Tranche for that Cash Sweep Period.

“ Interest Rate ” has the meaning given to it in Clause 8.1 (Calculation of interest).

“ Interest Payment Date ” has the meaning given to it in Clause 8.2 ( Payment of interest ).

“ Interest Period ” means, in relation to 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 ).

“ Interpolated Screen Rate ” means, in relation to the Loan or any part of the Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

each as of the Specified Time for dollars.

“ 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 Organisation, 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.

“ Lender ” means:

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

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

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

“ Liquid Funds ” means, at any time, cash at bank and credited to an account in the name of any member of the Group and to which the Parent Guarantor is solely (or together with other members of the Group) beneficially entitled and, for so long as such cash is freely available for withdrawal.

“ Liquidity Account ” means:

“ LMA ” means the Loan Market Association or any successor organisation.

“ Loan ” means the loan to be made available under the Facility or the aggregate principal amount outstanding for the time being of the borrowings under the Facility and a " part of the Loan ” means any part of the Loan as the context may require.

“ 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, exceeds $500,000 the equivalent in any other currency.

“ Majority Lenders ” means:

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

“ Management Fees ” means, in relation to a Ship, the fees payable by the Borrower owning that Ship to each Approved Manager of that Ship in respect of the technical and commercial management of that Ship in an amount not exceeding an aggregate amount of $700 per day until the First Anniversary Date, with such amount increasing by no more than 2.00 per cent. per annum during each 12 month period commencing on the First Anniversary Date and every 12 months thereafter.

“ Manager's Undertaking ” means, in relation to each Ship, a letter of undertaking from each Approved Manager of that Ship countersigned by the Facility Agent and the Security Agent, amongst other things, subordinating the rights of that Approved Manager against that Ship and the Borrower which is the owner thereof to the rights of the Finance Parties in agreed form.

“ Margin ” means 8.50 per cent. per annum.

“ Market Value ” means, in relation to a Ship or any other vessel, at any date, an amount determined pursuant to Clause 25 ( Security Cover ) as being an amount equal to the market value of that Ship or vessel shown by a valuation prepared:

“ Material Adverse Effect ” means in the reasonable opinion of the Majority Lenders a material adverse effect on:

“ Maximum Available Amount ” means, in relation to each Tranche, a part of the Total Commitments in an amount of up to the lesser of:

“ 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:

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

“ Minimum Liquidity Amount ” has the meaning given to it in Clause 21.1 ( Minimum liquidity ).

“ Mortgage ” means the first priority or preferred (as applicable) ship mortgage on each Ship in agreed form.

“ Mortgaged Ship ” means any Ship which is subject to a Mortgage at the relevant time.

“ New Lender ” has the meaning given to it in Clause 28.1 ( Assignments and transfers by the Lenders ).

“ Net LTV ” means, at any relevant time, the Loan at that time expressed as a percentage of the aggregate Market Value of the Mortgaged Ships (excluding any Ship which has become a Total Loss and remains subject to a Mortgage at that time) plus the balances standing to the credit of the Accounts.

“ Non-Call Period ” means the period commencing on the second Utilisation Date and ending on the date falling 18 months after that Utilisation Date (inclusive).

“ Obligor ” means a Borrower or the Parent Guarantor.

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

“ Original Financial Statements ” means in relation to a Borrower, the unaudited financial statements of that Borrower for its 6-month period which ended 31 March 2019.

“ Operating Expenses ” means, in relation to a Ship for a Cash Sweep Period, the aggregate of the incurred costs and expenses of operating that Ship including expenses for crewing, victualling, insuring, repairs, maintenance, spares, operation, voyage related costs incurred during that Cash Sweep Period and commissions in respect of that Ship, in an amount not exceeding an aggregate amount of $5,000 per day until the relevant First Anniversary Date, with such amount increasing by no more than 2.00 per cent. per annum during each 12 month period commencing on the relevant First Anniversary Date and every 12 months thereafter.

“ Original Jurisdiction ” means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement.

“ Overseas Regulations ” means the Overseas Companies Regulations 2009 (SI 2009/1801).

“ Parallel Debt ” means any amount which an Obligor owes to the Security Agent under Clause 31.2 ( Parallel Debt (Covenant to pay the Security Agent) ) or under that clause as incorporated by reference or in full in any other Finance Document.

“ Participating Member State ” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“ Party ” means a party to this Agreement.

“ Perfection Requirements ” means the making or procuring of filings, stampings, registrations, notarisations, endorsements, translations and/or notifications of any Finance Document (and/or any Security created under it) necessary for the validity, enforceability (as against the relevant Obligor or any relevant third party) and/or perfection of that Finance Document.

“ PATRIOT Act ” means the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Improvement and Reauthorization Act of 2005 (H.R. 3199).

“ Permitted Charter ” means, in relation to a Ship, a Charter:

and any other Charter which is approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders.

“ Permitted Financial Indebtedness ” means:

“ Permitted Security ” means:

provided such lien does not secure amounts more than 30 days overdue (unless the overdue amount is being contested in good faith by appropriate steps and for the payment of which adequate reserves are held and provided further that such proceedings do not give rise to a material risk of the relevant Ship or any interest in it being seized, sold, forfeited or lost).

“ Permitted Trade Debt ” means any trade debt on arm's length commercial terms reasonably incurred in the ordinary course of owning, operating, trading, chartering, maintaining and repairing a Ship which remains unpaid for over 15 days of its due date and which does not exceeds $400,000 (or the equivalent in any other currency) per Ship at any relevant time

“ Plan ” means any "employee benefit plan" as defined in Section 3(3) of ERISA that is subject to Title IV of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed to by any Obligor or any of their respective ERISA Affiliates.

“ 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.

“ Prohibited Person ” means any person (whether designated by name or by reason of being included in a class of persons) against whom Sanctions are directed.

“ Protected Party ” has the meaning given to it in Clause 12.1 ( Definitions ).

“ Quarter End Date ” means each of 31 March, 30 June, 30 September and 31 December in each calendar year, the first being on 31 December 2018 and the final being on 31 March 2022.

“ 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).

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

“ Reference Bank Quotation ” means any quotation supplied to the Facility Agent by a Reference Bank.

“ Reference Bank Rate ” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request by the Reference Banks:

as the rate (applied to the relevant Reference Bank and the relevant currency and period) which contributors to the Screen Rate are asked to submit to the relevant administrator; or

“ Reference Banks ” means such banks as may be appointed by the Facility Agent in consultation with the Borrowers.

“ 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 Date ” has the meaning given to it in Clause 7.4 ( Mandatory prepayment on sale or total Loss ).

“ Relevant Interbank Market ” means the London interbank market.

“ Relevant Jurisdiction ” means, in relation to a Transaction Obligor:

“ Relevant Nominating Body ” means any applicable central bank, regulator or other supervisory authority or a group of them, or any working spit or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

“ Replacement Benchmark ” means a benchmark rate which is:

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Benchmark" will be the replacement under paragraph (ii) above;

“ Repayment Date ” means each date on which a Repayment Instalment is required to be paid under Clause 6.2 ( Repayment Dates and Termination Date ).

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

“ Repeating Representation ” means each of the representations set out in Clause 19 ( Representations ) except Clause 19.10 ( Insolvency ), Clause 19.11 ( No filing or stamp taxes ), Clause 19.12 ( Deduction of Tax ), Clause 19.16 ( Pari passu ranking ), Clause 19.17 ( No proceedings pending or threatened ) and Clause 19.20 ( No Charter ) and any representation of any Transaction Obligor made in any other Finance Document that is expressed to be a "Repeating Representation" or is otherwise expressed to be repeated.

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

“ Requisition ” means, in relation to a Ship,:

“ Requisition Compensation ” includes all compensation or other moneys payable to a Borrower by reason of any Requisition or any arrest or detention of a Ship in the exercise or purported exercise of any lien or claim.

“ Reserve Account ” means:

“ Resolution Authority ” means any body which has authority to exercise any Write-down and Conversion Powers.

“ 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 any sanctions, embargoes, freezing provisions, prohibitions or other restrictions relating to trading, doing business, investment, exporting, financing or making assets available (or other activities similar to or connected with any of the foregoing):

“ 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 (before any correction, recalculation or republication by the administrator) on page LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Facility Agent may specify another page or service displaying the relevant rate after consultation with the Borrowers.

“ Screen Rate Contingency Period ” means 10 Business Days.

“ Screen Rate Replacement Event ” means, in relation to a Screen Rate:

provided that, in each case, at that time, there is no successor administrator to continue to provide that Screen Rate;

“ 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 Transaction 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, a Receiver or any Delegate.

“ Security ” means a mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security.

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

“ Security Document ” means:

“ Security Period ” means the period starting on the date of this Agreement and ending on the date on which the Facility Agent (acting on the instructions of the Majority Lenders) 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:

except:

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

“ Shares Security ” means a document creating Security over the shares in the Borrower in agreed form.

“ Ship ” means Ship A, Ship B, Ship C, Ship D or Ship E.

“ Ship A ” means the 2007-built Supramax bulk-carrier vessel with the name "RIVER GLOBE" details of which are set out opposite its name in Schedule 6 ( Details of the Ships ).

“ Ship B ” means the 2009-built Supramax bulk-carrier vessel with the name "SKY GLOBE details of which are set out opposite its name in Schedule 6 ( Details of the Ships )".

“ Ship C ” means the 2010-built Supramax bulk-carrier vessel with the name "STAR GLOBE" details of which are set out opposite its name in Schedule 6 ( Details of the Ships ).

“ Ship D ” means the 2005-built Panamax bulk-carrier vessel with the name "MOON GLOBE" details of which are set out opposite its name in Schedule 6 ( Details of the Ships ).

“ Ship E ” means the 2007-built Supramax bulk-carrier vessel with the name "SUN GLOBE" details of which are set out opposite its name in Schedule 6 ( Details of the Ships ).

“ Specified Time ” means a day or time determined in accordance with Schedule 7 ( Timetables ).

“ Subordinated Creditor ” means:

“ Subordinated Debt Security ” means a Security over Subordinated Liabilities entered into or to be entered into by a Subordinated Creditor in favour of the Security Agent in an agreed form.

“ Subordinated Finance Document ” means:

“ Subordinated Liabilities ” means all indebtedness owed or expressed to be owed by the Borrower to a Subordinated Creditor whether under the Subordinated Finance Documents or otherwise.

“ Subordinated Loan Agreement ” means any loan agreement made or to be made between (i) the Borrower and (ii) a Subordinated Creditor.

“ Subordination Agreement ” means a subordination agreement entered into or to be entered into by a Subordinated Creditor and the Security Agent in agreed form.

“ Subsidiary ” means a subsidiary within the meaning of section 1159 of the Companies Act 2006.

“ Tax ” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“ Tax Credit ” has the meaning given to it in Clause 12.1 ( Definitions ).

“ Tax Deduction ” has the meaning given to it in Clause 12.1 ( Definitions ).

“ Tax Payment ” has the meaning given to it in Clause 12.1 ( Definitions ).

“ Technical Management Agreement ” means, in relation to a Ship, the agreement entered into between the Borrower and the Approved Technical Manager regarding the technical management of that Ship.

“ Termination Date ” means 30 June 2022.

“ Third Parties Act ” has the meaning given to it in Clause 1.5 ( Third party rights ).

“ Total Commitments ” means the aggregate of the Commitments, being $37,000,000 at the date of this Agreement.

“ Total Loss ” means, in relation to a Ship:

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

“ Tranche ” means Tranche A, Tranche B, Tranche C, Tranche D or Tranche E.

“ Tranche A ” means that part of the Loan made or to be made available to the Borrowers to refinance part of the Existing Indebtedness under the Existing HSH Facility Agreement in a principal amount not exceeding the lower of (i) $6,375,000 and (ii) 75 per cent. of the Initial Market Value of Ship A.

“ Tranche B ” means that part of the Loan made or to be made available to the Borrowers to refinance part of the Existing Indebtedness under the Existing HSH Facility Agreement in a principal amount not exceeding the lower of (i) $7,375,000 and (ii) 75 per cent. of the Initial Market Value of Ship B.

“ Tranche C ” means that part of the Loan made or to be made available to the Borrowers to refinance part of the Existing Indebtedness under the Existing HSH Facility Agreement in a principal amount not exceeding the lower of (i) $7,750,000 and (ii) 75 per cent. of the Initial Market Value of Ship C.

“ Tranche D ” means that part of the Loan made or to be made available to the Borrowers to refinance part of the Existing Indebtedness under the Existing Macquarie Facility Agreement in a principal amount not exceeding the lower of (i) $6,500,000 (ii) 75 per cent. of the Initial Market Value of Ship D.

“ Tranche E ” means that part of the Loan made or to be made available to the Borrowers to refinance part of the Existing Indebtedness under the Existing Macquarie Facility Agreement in a principal amount not exceeding the lower of (i) $9,000,000 and (ii) 75 per cent. of the Initial Market Value of Ship E.

“ Transaction Document ” means:

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

“ 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 4 ( Form of Transfer Certificate ) or any other form agreed between the Facility Agent and the parties to such certificate.

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

“ UK Bail-In Legislation ” means (to the extent that the United Kingdom is not an EEA Member Country which has implemented, or implements, Article 55 BRRD) Part 1 of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutes or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

“ UK Establishment ” means a UK establishment as defined in the Overseas Regulations.

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

“ US ” means the United States of America.

“ US Tax Obligor ” means:

“ Utilisation ” means a utilisation of the Facility.

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

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

“ VAT ” means:

“ Write-down and Conversion Powers ” means:

In this Agreement:

“ approved ” means, for the purposes of Clause 23 ( Insurance Undertakings ), approved in writing by the Facility Agent (acting on the instructions of the Majority Lenders).

“ 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 Borrower is obliged to effect, under Clause 23 ( 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.

“ war risks ” includes the risk of mines and all risks excluded by clauses 29, 30 or 31 of the International Hull Clauses (1/11/02), clauses 29 or 30 of the International Hull Clauses (1/11/03), clauses 24, 25 or 26 of the Institute Time Clauses (Hulls) (1/11/95) or clauses 23, 24 or 25 of the Institute Time Clauses (Hulls) (1/10/83) or any equivalent provision.

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

Section 2

The Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrowers a dollar term loan facility in five Tranches in an aggregate amount not exceeding the Total Commitments.

and in each case the Borrower shall be bound as though the Borrower itself had given the notices and instructions (including, without limitation, any Utilisation Request) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

Each Borrower shall apply all amounts borrowed by it under the Facility only for the purpose stated in the preamble ( Background ) to this Agreement.

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

No part of the proceeds of the Loan will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as may be amended from time to time.

The Borrowers may not deliver a Utilisation Request unless the Facility Agent has received 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 (acting on the instructions of the Majority Lenders).

The Lenders will only be obliged to comply with Clause 5.3(b) ( Lenders' participation ) if:

If the Majority 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 Borrowers shall ensure that that condition is satisfied within ten Business Days after the Utilisation Date or such later date as the Facility Agent, acting with the authorisation of the Majority Lenders, may agree in writing with the Borrowers.

Section 3

Utilisation

The Commitments in respect of any Tranche which are unutilised at the end of the Availability Period shall then be cancelled.

The Borrowers irrevocably authorise the Facility Agent:

Payment by the Facility Agent under Clause 5.6 ( Retentions and payment of the Loan ) to a person other than the Borrower shall constitute the advance of the Loan 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 the Loan.

If, in respect of the Utilisation of the Loan, the Facility Agent (acting on the instructions of the Lenders and following receipt of the funds from the Lenders), at the request of the Borrower and on terms acceptable to all the Lenders and the Borrower, prepositions funds with any bank:

Section 4

Repayment, Prepayment and Cancellation

The Borrowers shall repay each Tranche as follows:

In this Clause 6.1 ( Repayment of Loan ):

“ X ” means, in relation to a Tranche, an amount equal to the aggregate of:

“ Y ” means, in relation to:

If upon receipt of the Excess Cash Certificate by the Facility Agent, the Excess Cash amount is a positive figure, the Borrowers shall pay the respective Repayment Instalment on the next Repayment Date falling due after receipt of such Excess Cash Certificate for further application towards repayment of the applicable Tranche on that Repayment Date.

No Borrower may re borrow any part of the Facility which is repaid.

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

The Borrowers may, if it gives the Facility Agent not less than 10 Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of $1,000,000) of the Facility.

“ Relevant Date ” means:

Any prepayment of any part of the Loan (other than a prepayment pursuant to Clause 7.1 ( Illegality )) shall be applied pro rata to each Lender's participation in that part of the Loan.

Section 5

Costs of Utilisation

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

(the " Interest Rate ”).

The Borrowers shall pay accrued interest on the Loan or any part of the Loan on the last day of each Interest Period (each an " Interest Payment Date ”).

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).

the applicable LIBOR shall be the Reference Bank Rate as of the Specified Time and for a period equal in length to the Interest Period of the Loan or that part of the Loan.

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 Loan or the relevant part of the Loan exceed 33.3 per cent. of the Loan or the relevant part of the Loan as appropriate) the cost to it of funding its participation in the Loan or that part of the Loan from whatever source it may reasonably select would be in excess of LIBOR then Clause 10.4 ( Cost of funds ) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.

The Borrowers shall pay to the Facility Agent a non-refundable upfront fee (for the account of the Lenders pro-rata to their Commitments) in the amount $740,000 (representing 2 per cent. of the Total Commitments) on the first Utilisation Date.

The Borrowers shall pay to the Facility Agent (for its own account) a non-refundable annual agency fee in accordance with the Agency Fee Letter.

If the Borrowers prepay the Loan or any part thereof pursuant to Clause 7.4 ( Mandatory prepayment on sale or Total Loss ) during the Non-Call Period as a result of a sale of a Ship, the Borrowers shall additionally pay to the Facility Agent (for the account of the Lenders pro-rata to their Commitments) a non-refundable back-end fee on the date of such prepayment calculated on the basis of the following formula:

where:

E: means the back-end fee under this Clause 11.3.

The Borrowers shall, in relation to each Tranche, pay to the Facility Agent on the Payment Date applicable to that Tranche a non-refundable deferred fee in an amount calculated as being 1.50 per cent. of the relevant Maximum Tranche Amount.

In this Clause 11.4:

“ Payment Date ” means, in relation to a Tranche, the date falling on the earlier of:

“ Maximum Tranche Amount ” means, in relation to:

Section 6

Additional Payment Obligations

“ Protected Party ” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“ Tax Credit ” means a credit against, relief or remission for, or repayment of any Tax.

“ Tax Deduction ” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

“ Tax Payment ” means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 ( Tax gross-up ) or a payment under Clause 12.3 ( Tax indemnity ).

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

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

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

The Obligors shall pay and, within three Business Days of demand, indemnify each Secured Party against any cost, loss or liability which that Secured Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

supply to the Facility Agent:

in each case after the date of this Agreement; or

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.

Notwithstanding anything above to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and all requests, rules, guidelines and directives promulgated thereunder, are deemed to have been introduced or adopted after the date of this Agreement, regardless of the date enacted or adopted.

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

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 of its business at the time of its receipt of that Sum.

Each Obligor shall, on demand, indemnify each Indemnified Person against:

The Obligors shall, on demand, pay the Facility Agent and the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by any Secured Party in connection with the negotiation, preparation, printing, execution, administration syndication and perfection of:

If:

the Obligors shall, on demand, reimburse each of the Facility Agent and the Security Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by each Secured Party in responding to, evaluating, negotiating or complying with that request or requirement.

The Obligors shall, on demand, pay to each Secured Party the amount of all costs and expenses (including legal fees) incurred by that Secured Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document or the Transaction Security and with any proceedings instituted by or against that Secured Party as a consequence of it entering into a Finance Document, taking or holding the Transaction Security, or enforcing those rights.

Section 7

Guarantee

The Parent Guarantor irrevocably and unconditionally:

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

If any discharge, release or arrangement (whether in respect of the obligations of any Transaction Obligor or any security for those obligations or otherwise) is made by a Secured Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Parent Guarantor under this Clause 17 ( Guarantee and Indemnity ) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

The obligations of the Parent Guarantor under this Clause 17 ( Guarantee and Indemnity ) and in respect of any Transaction Security will not be affected or discharged by an act, omission, matter or thing which, but for this Clause 17.4 ( Waiver of defences ), would reduce, release or prejudice any of its obligations under this Clause 17 ( Guarantee and Indemnity ) or in respect of any Transaction Security (without limitation and whether or not known to it or any Secured Party) including:

The Parent Guarantor waives any right it may have of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person (including without limitation to commence any proceedings under any Finance Document or to enforce any Transaction Security) before claiming or commencing proceedings under this Clause 17 ( Guarantee and Indemnity ). This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

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

All rights which the Parent Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against any Borrower, any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the Secured Parties under the Finance Documents and until the end of the Security Period and unless the Facility Agent otherwise directs (acting on the instructions of the Majority Lenders), the Parent Guarantor will not exercise any rights which it may have (whether in respect of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 17 ( Guarantee and Indemnity ):

If the Parent Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Secured Parties by the Transaction Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Secured Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct (acting on the instructions of the Majority Lenders) for application in accordance with Clause 34 ( Payment Mechanics ).

This guarantee and any other Security given by the Parent Guarantor is in addition to and is not in any way prejudiced by, and shall not prejudice, any other guarantee or Security or any other right of recourse now or subsequently held by any Secured Party or any right of set-off or netting or right to combine accounts in connection with the Finance Documents.

Clauses 17.2 ( Continuing guarantee ), 17.3 ( Reinstatement ), 17.4 ( Waiver of defences ), 17.5 ( Immediate recourse ), 17.6 ( Appropriations ), 17.7 ( Deferral of Parent Guarantor's rights ) and 17.8 ( Additional security ) shall apply, with any necessary modifications, to any Security which the Parent Guarantor creates (whether at the time at which it signs this Agreement or at any later time) to secure the Secured Liabilities or any part of them.

All liabilities and obligations of the Borrowers under this Agreement shall, whether expressed to be so or not, be joint and several.

The liabilities and obligations of a Borrower shall not be impaired by:

Each Borrower declares that it is and will, throughout the Security Period, remain a principal debtor for all amounts owing under this Agreement and the Finance Documents and no Borrower shall, in any circumstances, be construed to be a surety for the obligations of any other Borrower under this Agreement.

Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably paid in full and unless the Facility Agent otherwise directs, no Borrower will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:

Section 8

Representations, Undertakings and Events of Default

Each Obligor makes the representations and warranties set out in this Clause 19 ( Representations ) to each Finance Party on the date of this Agreement.

The obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid, binding and enforceable obligations.

The entry into and performance by it of, and the transactions contemplated by, each Transaction Document to which it is a party do not and will not conflict with:

All Authorisations required or desirable:

have been obtained or effected and are in full force and effect.

No:

has been taken or, to its knowledge, threatened in relation to any member of the Group Transaction Document to which it is a party; and none of the circumstances described in Clause 27.7 ( Insolvency ) applies to any member of the Group.

Under the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents to which it is a party be registered, filed, recorded, notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions contemplated by those Finance Documents except any filing, recording or enrolling or any tax or fee payable in relation to the Mortgage which is referred to in any legal opinion delivered pursuant to Clause 4 ( Conditions of Utilisation ) and which will be made or paid promptly after the date of the relevant Finance Document.

It is not required to make any Tax Deduction from any payment it may make under any Finance Document to which it is a party.

Its payment obligations under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

Except as disclosed by the Borrowers to the Facility Agent in writing on or before the date of this Agreement, no Ship is subject to any Charter other than a Permitted Charter.

All Environmental Laws relating to the ownership, operation and management of each Ship and the business of each member of the Group (as now conducted and as reasonably anticipated to be conducted in the future) and the terms of all Environmental Approvals have been complied with.

No Environmental Claim has been made or threatened against any Transaction Obligor or any Ship.

No Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred.

All requirements of the ISM Code and the ISPS Code as they relate to each Borrower, the Approved Technical Manager and each Ship have been complied with.

No Transaction Obligor has delivered particulars, whether in its name stated in the Finance Documents or any other name, of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or, if it has so registered, it has provided to the Facility Agent sufficient details to enable an accurate search against it to be undertaken by the Lenders at the Companies Registry.

Each Borrower has good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.