Exhibit 4.19

Dated    26    March 2025 

US$85,000,000

TERM LOAN FACILITY

THE COMPANIES

listed in Part A of Schedule 1

as joint and several Borrowers

and

GLOBAL SHIP LEASE, INC.

as Guarantor

and

THE BANKS AND THE FINANCIAL INSTITUTIONS

as Original Lenders

and

UBS AG

as Facility Agent

and

UBS AG

as Security Agent

FACILITY AGREEMENT

relating to
(i) the refinancing of the Existing Indebtedness secured on the Ships
and (ii) for general working capital purposes

Index

 

Schedules
Schedule 1 The Parties		162
Part A The Obligors		162
Part B The Original Lenders		167
Part C The Servicing Parties		168
Part D The Account Bank		169
Schedule 2 Conditions Precedent		170
Part A Conditions Precedent to Utilisation Request		170
Part B Conditions Precedent to Utilisation of the loan		173
Schedule 3 Requests		175
Part A Utilisation Request		175
Part B Selection Notice		180
Schedule 4 Form of Transfer Certificate		185
Schedule 5 Form of Assignment Agreement		188
Schedule 6 Form of Compliance Certificate		191
Schedule 7 Details of the Ships		192
Schedule 8 Timetables		194
Schedule 9 Risk Free Rate Terms		195
Schedule 10 Daily Non-Cumulative Compounded RFR Rate		199

THIS AGREEMENT is made on    26    March 2025

Parties

Background

The Lenders have agreed to make available to the Borrowers a senior secured term loan facility in an aggregate amount of up to the lower of (i) $85,000,000 and (ii) 50 per cent. of the aggregate Initial Market Value of the Ships to be refinanced by this Agreement on the Utilisation Date, for the purpose of (i) fully refinancing the Existing Indebtedness secured on the Ships and (ii) for general working capital purposes.

Operative Provisions

Section 1

Interpretation

In this Agreement:

"Account Bank" means UBS AG, having its registered office at Bahnhofstrasse 45, 8001 Zurich, Switzerland, acting through its office at St. Alban-Graben 1-3, Basel 4051, Switzerland, or any replacement bank or other financial institution as may be specified pursuant to Clause 30.10 (Account Transfer) or otherwise be approved by the Facility Agent acting with the authorisation of the Majority Lenders.

"Account Security" means a document creating Security over any Earnings Account in agreed form.

"Additional Business Day" means any day specified as such in the Risk Free Rate Terms.

"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.

"Approved Brokers" means any firm or firms of insurance brokers approved in writing by the Facility Agent, such approval not to be unreasonably withheld.

"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 7 (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 7 (Details of the Ships) or any other classification society which is a member of the International Association of Classification Societies ("IACS"), approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders.

"Approved Commercial Manager" means, in relation to a Ship, as at the date of this Agreement, Conchart Commercial Inc. or any other person approved in writing by the Facility Agent acting with the authorisation of all the Lenders as the commercial manager of that Ship.

"Approved Flag" means the flag of the Republic of the Marshall Islands, the Republic of Liberia, the Republic of Panama or such other flag and, if applicable, port of registry approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders (such approval not be unreasonably withheld) and a reference to "the Approved Flag" shall be a reference to the flag and, if applicable, port of registry under which each Ship is then flagged with the agreement of the Facility Agent acting with the authorisation of the Majority Lenders.

"Approved Flag State" means the Republic of the Marshall Islands, the Republic of Liberia, the Republic of Panama, or any other country approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders (such approval not be unreasonably withheld) and a reference to "Approved Flag State" shall be a reference to the country where each Ship is then flagged with the agreement of the Facility Agent acting with the authorisation 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, as at the date of this Agreement, Technomar Shipping Inc. or any other person or company which is an Affiliate of, or of common controlling interests with, Technomar Shipping Inc. approved in writing by the Facility Agent acting with the authorisation of all the Lenders as the technical manager of that Ship.

"Approved Valuer" means any of Maersk Brokers K/S, Barry Rogliano Salles, Howe Robinson (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, acting with the authorisation of the Majority Lenders, subject in any case to the Facility Agent's periodic review for the purposes of excluding any Restricted Party.

"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 a Charter (including, if applicable, any Initial Charter) in respect of a Ship which has a duration of 12 months or more (excluding any options to renew) or any bareboat charter in respect of that Ship and any relevant Charter Guarantee, entered or to be entered into by the relevant Borrower which is the owner thereof and a charterer (including, if applicable, an Initial Charterer) or, as the context may require bareboat charterer in respect of that Ship and, in the plural, means all of them.

"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.

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

"Availability Period" means the period from and including:

"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:

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

"Beneficial Ownership Regulation" means 1 C.F.R. §1010.230.

"Borrower" means any one of Borrower A, Borrower B, Borrower C, Borrower D, Borrower E, Borrower F, Borrower G, Borrower H, Borrower I, Borrower J, Borrower K, Borrower L, Borrower M, Borrower N, Borrower O, Borrower P, Borrower Q or Borrower R and in the plural means all of them.

"Borrower A" means the company specified as such in Part A of Schedule 1 (The Parties).

"Borrower B" means the company specified as such in Part A of Schedule 1 (The Parties).

"Borrower C" means the company specified as such in Part A of Schedule 1 (The Parties).

"Borrower D" means the company specified as such in Part A of Schedule 1 (The Parties).

"Borrower E" means the company specified as such in Part A of Schedule 1 (The Parties).

"Borrower F" means the company specified as such in Part A of Schedule 1 (The Parties).

"Borrower G" means the company specified as such in Part A of Schedule 1 (The Parties).

"Borrower H" means the company specified as such in Part A of Schedule 1 (The Parties).

"Borrower I" means the company specified as such in Part A of Schedule 1 (The Parties).

"Borrower J" means the company specified as such in Part A of Schedule 1 (The Parties).

"Borrower K" means the company specified as such in Part A of Schedule 1 (The Parties).

"Borrower L" means the company specified as such in Part A of Schedule 1 (The Parties).

"Borrower M" means the company specified as such in Part A of Schedule 1 (The Parties).

"Borrower N" means the company specified as such in Part A of Schedule 1 (The Parties).

"Borrower O" means the company specified as such in Part A of Schedule 1 (The Parties).

"Borrower P" means the company specified as such in Part A of Schedule 1 (The Parties).

"Borrower Q" means the company specified as such in Part A of Schedule 1 (The Parties).

"Borrower R" means the company specified as such in Part A of Schedule 1 (The Parties).

"Break Costs" means:

"Business Day" means a day (other than a Saturday or a Sunday) which is not a public holiday in Athens, and on which banks are open for general business in Zurich and Basel, and in relation to any date when a payment in Dollars is required to be made under a Finance Document, also in New York and in relation to:

which is an Additional Business Day relating to that Forward Rate Loan or Compounded Rate Loan (as the case may be) or any relevant part of it;

"Business Day Convention" has the meaning given to that term in the Risk Free Rate Terms.

"Central Bank Rate" has the meaning given to that term in the Risk Free Rate Terms.

"Central Bank Rate Adjustment" has the meaning given to that term in the Risk Free Rate Terms.

"Central Bank Rate Spread" has the meaning given to that term in the Risk Free Rate Terms.

"Charter" means, in relation to a Ship, any charter relating to that Ship (including, without limitation, an Initial Charter or any other Assignable Charter relating to that Ship), or other contract for its employment, whether or not already in existence.

"Charter Guarantee" means any guarantee, bond, letter of credit or other instrument (if any and whether or not already issued) supporting a Charter, the form of which shall not be subject to the Facility Agent's prior approval.

"Charterparty Assignment" means, in relation to an Assignable Charter (including, if and as applicable, an Initial Charter) or relevant Charter Guarantee of a Ship, a specific deed of assignment of the rights, title and interests of the relevant Borrower under that Initial Charter or that other Assignable Charter (as the case may be) and any Charter Guarantee relevant thereto in the agreed form.

"Code" means the US Internal Revenue Code of 1986.

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

"Commitment" means:

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 6 (Form of Compliance Certificate) or in any other form agreed between the Guarantor and the Facility Agent.

"Compounded Rate Break Costs" has the meaning given to that term in the Risk Free Rate Terms.

"Compounded Rate Interest Payment" means the aggregate amount of interest that:

"Compounded Rate Loan" means the Loan or any part of the Loan or, if applicable, Unpaid Sum which is, or becomes, a "Compounded Rate Loan" pursuant to Clause 8.1 (Switch to Compounded Reference Rate) or paragraph (d) of Clause 11.1 (Unavailability of Forward Rate before Rate Switch Date).

"Compounded Reference Rate" means, in relation to any RFR Banking Day during the Interest Period of a Compounded Rate Loan, the percentage rate per annum which is the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day.

"Compounding Methodology Supplement" means, in relation to the Daily Non-Cumulative Compounded RFR Rate, a document which:

"Confidential Information" means all information relating to any Transaction Obligor, the Ships, any Restricted Party, 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:

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:

"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.

"Daily Non-Cumulative Compounded RFR Rate" means, in relation to any RFR Banking Day during an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Facility Agent (or by any other Finance Party which agrees to determine that rate in place of the Facility Agent) in accordance with the methodology set out in Schedule 10 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

"Daily Rate" means the rate specified as such in the applicable Risk Free Rate Terms.

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

"Deed of Release" means, in relation to each Existing Agreement, a deed releasing the Existing Security under that Existing Agreement in a form acceptable to the Facility Agent and, in the plural means, all of them.

"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.

"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.

"Dividend Payment" means, in relation to an Obligor, any of the following:

"dollars" and "$" mean the lawful currency, for the time being, of the United States of America.

"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 Law.

"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 vessel disposal, energy efficiency, carbon reduction, emissions, emissions trading, 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 polluting, toxic or hazardous.

"EU Bail-In Legislation Schedule" means the document described as such and published by the LMA from time to time.

"EU Ship Recycling Regulation" means Regulation (EU) No 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation (EC) No 1013/2006 and Directive 2009/16/EC, as the same may be amended or replaced from time to time.

"Event of Default" means any event or circumstance specified as such in Clause 29 (Events of Default).

"Existing Agreement" means Existing Agreement I, Existing Agreement II or Existing Agreement III.

"Existing Agreement I" means in respect of Borrower A, Borrower B and Borrower C, the facility agreement dated 30 December 2021 (as amended and restated by an amendment and restatement agreement dated 18 July 2023 and as further from time to time amended, restated and/or supplemented) and made between (inter alios) (i) Borrower A, Borrower B and Borrower C as joint and several borrowers, (ii) the banks and financial institutions listed in Part B of Schedule 1 (The Parties) therein as lenders and (iii) E.Sun Commercial Bank, Ltd and others as mandated lead arrangers, (iv) E.Sun Commercial Bank, Ltd as facility agent and (v) E.Sun Commercial Bank, Ltd as security agent, in respect of a facility of (originally) up to US$60,000,000.

"Existing Agreement II" means in respect of Borrower D, Borrower E, Borrower F, Borrower G, Borrower H, Borrower I, Borrower J, Borrower K, Borrower L, Borrower M and Borrower N, the facility agreement dated 6 July 2021 (amended and restated by a deed of amendment and restatement dated 4 July 2023 and as further from time to time amended, restated and/or supplemented) and made between (inter alios) (i) Borrower D, Borrower E, Borrower F, Borrower G, Borrower H, Borrower I, Borrower J, Borrower K, Borrower L, Borrower M and Borrower N as joint and several borrowers, (ii) the banks and financial institutions listed in Part B of Schedule 1 (The Parties) therein as lenders and (iii) Credit Agricole Corporate and Investment Bank and Hamburg Commercial Bank AG as mandated lead arrangers, (iv) Credit Agricole Corporate and Investment Bank as facility agent and (v) Credit Agricole Corporate and Investment Bank as security agent, in respect of a facility of (originally) $140,000,000.

"Existing Agreement III" means in respect of Borrower O, Borrower P, Borrower Q and Borrower R, the facility agreement dated 18 May 2023 (as from time to time amended, restated and/or supplemented) and made between (inter alios) (i) Borrower O, Borrower P, Borrower Q and Borrower R as joint and several borrowers, (ii) the financial institutions listed in Part B of Schedule 1 (The Parties)therein as lenders and (iii) Macquarie Bank Limited, London Branch as arranger, facility agent and security agent, in respect of a facility of (originally) up to $76,000,000.

"Existing Indebtedness" means, at any date, the outstanding indebtedness of the relevant Borrowers on that date under the relevant Existing Agreement.

"Existing Security" means any Security created to secure the Existing Indebtedness under each relevant Existing 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 five Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement.

"FATCA" 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:

"Forward Rate" means the rate specified as such in the applicable Risk Free Rate Terms.

"Forward Rate Break Costs" has the meaning given to that term in the Risk Free Rate Terms.

"Forward Rate Loan" means the Loan or any part of the Loan or, if applicable, Unpaid Sum which is not a Compounded Rate Loan.

"Forward Rate Quotation Day" means in relation to any period for which an interest rate is to be determined, two RFR Banking Days before the first day of that period unless market practice differs in the relevant syndicated loan market in which case the Forward Rate Quotation Day will be determined by the Facility Agent in accordance with that market practice (and if quotations would normally be given on more than one day, the Forward Rate Quotation Day will be the last of those days).

"Forward Reference Rate" means, in relation to any Forward Rate Loan:

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

"GAAP" means generally accepted accounting principles in the United States of America including IFRS.

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

"Group" means the Guarantor and its Subsidiaries from time to time throughout the Security Period.

"GSL Policy" means the Guarantor's Whistleblower Policy as it is included in the Guarantor's public Code of Business Conduct and Ethics.

"Historic Forward Rate" means, in relation to any Forward Rate Loan, the most recent applicable Forward Rate for a period equal in length to the Interest Period of that Forward Rate Loan and which is as of a day which is no more than three RFR Banking Days before the Forward Rate Quotation Day.

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

"Hong Kong Convention" means the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships (2009), as the same may be amended or replaced from time to time.

"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" has the meaning given to it in Clause 15.2 (Other indemnities).

"Initial Charter" means, in relation to:

"Initial Charterer" means, in relation to:

"Initial Market Value" means, in relation to a Ship, the Market Value thereof determined pursuant to the valuations relative thereto referred to in paragraph 6.2 of Part A of Schedule 2 (Conditions Precedent).

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

"Insurances" means, in relation to a Ship:

"Interest Payment" means the aggregate amount of interest that is, or is scheduled to become, payable under any Finance Document.

"Interest Period" means, in relation to the Loan or any part of the Loan, each period determined in accordance with Clause 10 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 9.4 (Default interest).

"Interpolated Historic Forward Rate" means, in relation to any Forward Rate Loan, the rate (rounded to the same number of decimal places as the applicable Forward Rate) which results from interpolating on a linear basis between:

"Interpolated Forward Rate" means, in relation to any Forward Rate Loan, the rate (rounded to the same number of decimal places as the applicable Forward Rate) which results from interpolating on a linear basis between:

"Inventory of Hazardous Materials" means, in relation to a Ship, an inventory certificate or statement of compliance (as applicable) issued by the competent authority or agency, which is supplemented by a list of any and all materials known to be potentially hazardous utilised in the construction of, or otherwise installed on, such Ship, pursuant to the requirements of the EU Ship Recycling Regulation, and/or the Hong Kong Convention, and/or any other applicable law (and which may also be referred to as a "List of Hazardous Materials").

"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 (and the terms "safety management system", "Safety Management Certificate" and "Document of Compliance" have the same meanings as are given to them in the ISM Code).

"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.

"Legal Reservations" means:

"Lender" means:

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

"LLC Shares" shall have, in respect of each Borrower, the meaning ascribed thereto in that Borrower's limited liability company agreement.

"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 of the borrowings at any relevant time under the Facility and a "part of the Loan" means any other part of the Loan as the context may require.

"Lookback Period" means the number of days specified as such in the applicable Risk Free Rate Terms.

"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 $1,500,000 or the equivalent in any other currency.

"Majority Lenders" means:

"Management Agreement" means a Technical Management Agreement or a Commercial Management Agreement.

"Manager's Undertaking" means, in relation to a Ship, the letter of undertaking from its Approved Technical Manager and the letter of undertaking from its Approved Commercial Manager subordinating the rights of such Approved Technical Manager and such Approved Commercial Manager respectively against that Ship and the relevant Borrower to the rights of the Finance Parties and assigning the rights and interests (if applicable) of that Approved Manager in the Insurances in favour of the Finance Parties in agreed form.

"Mandatory Cost" means the cost as determined by the Lenders of complying with applicable regulatory requirement(s) of the Swiss National Bank, the Swiss Financial Market Supervisory Authority (FINMA) or any other Swiss relevant regulatory authority.

"Margin" means 2.15 per cent. per annum.

"Market Value" means, in relation to a Ship or any other vessel over which additional security has been created in accordance with Clause 27.2 (Provision of additional security; prepayment), at any date, an amount determined by the Facility Agent as being an amount equal to:

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

"Minimum Corporate Liquidity" means unencumbered cash and cash equivalents, which are readily convertible into known amounts of cash with original maturities of no more than 12 months, as set out in the most recent Guarantor's financial statements supplied to the Facility Agent pursuant to Clause 21.3 (Financial Statements).

"Month" means, in relation to an Interest Period (or any other period for the accrual of commission or fees), 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:

"Mortgage" means, in relation to a Ship, a first preferred or, as the case may be, priority (as applicable) ship mortgage on that Ship in agreed form.

"Obligor" means a Borrower or the Guarantor.

"Operating Expenses" means, in relation to a Ship, the aggregate expenditure necessarily incurred by the Borrower which is the owner of that Ship in operating, insuring, maintaining, repairing and generally trading that Ship (including, without limitation any crewing fees paid under a Management Agreement) and general and administrative expenses paid in respect of that Ship.

"Original Financial Statements" means, in relation to the Guarantor, the audited consolidated financial statements of the Group for its financial year ended 2024, as publicly available.

"Original Jurisdiction" means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is formed 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 33.2 (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.

"Permitted Charter" means, in relation to a Ship, a Charter (other than, for the avoidance of doubt, an Initial Charter or any other, as applicable, Assignable Charter relative thereto):

and any other Charter which is approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders which authorisation no Lender shall unreasonably withhold or delay.

"Permitted Financial Indebtedness" means:

"Permitted Security" means:

provided such lien does not secure amounts more than 60 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).

"Poseidon Principles" has the meaning given to it in Clause 26.22 (Fuel Oil Consumption Data).

"Potential Event of Default" means any event or circumstance specified in Clause 29 (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.

"Protected Party" has the meaning given to it in Clause 13.1 (Definitions).

"Published Rate" means the Forward Rate or the RFR.

"Published Rate Replacement Event" means, in relation to a Published Rate:

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

in the opinion of the Majority Lenders and the Borrowers that Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

"Quoted Tenor" means any period for which the Forward Rate is customarily displayed on the relevant page or screen of an information service.

"Rate Switch Date" means the earlier of any Rate Switch Trigger Event Date.

"Rate Switch Trigger Event" means:

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

"Rate Switch Trigger Event Date" means:

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

"Reference Rate Supplement" means a document which:

"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 Amount" has the meaning given to that term in Clause 7.4 (Mandatory prepayment on sale, refinancing or Total Loss).

"Relevant Date" has the meaning given to that term in Clause 7.4 (Mandatory prepayment on sale, refinancing or Total Loss).

"Relevant Jurisdiction" means, in relation to a Transaction Obligor:

"Relevant Market" means the market specified as such in the Risk Free Rate Terms.

"Relevant Nominating Body" has the meaning given to this term in Clause 45.5 (Changes to Reference Rates).

"Relevant Percentage" has the meaning given to it in Clause 27.1 (Minimum required security cover).

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

"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 20 (Representations) except Clause 20.10 (Insolvency), Clause 20.11 (No filing or stamp taxes), Clause 20.12 (Deduction of Tax), Clause 20.20 (Initial Charter), Clause 20.34 (Sanctions), Clause 20.35 (Validity and Completeness of the Initial Charters), Clause 23.24 (Anti-Corruption) and Clause 20.38 (No Money Laundering) 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.

"Replacement Reference Rate" has the meaning given to this term in Clause 45.5 (Changes to Reference Rates).

"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.

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

"Restricted Country" has the meaning given to that term in Clause 23.21 (Sanctions).

"Restricted Party" has the meaning given to that term in Clause 23.21 (Sanctions).

"RFR" means the rate specified as such in the Risk Free Rate Terms.

"RFR Banking Day" means any day specified as such in the Risk Free Rate Terms.

"Risk Free Rate Supplement" means a document which:

"Risk Free Rate Terms" means the terms set out in Schedule 9 (Risk Free Rate Terms) or in any Risk Free Rate Supplement.

"Sanctions" has the meaning given to that term in Clause 23.21 (Sanctions).

"Sanctions Authority" has the meaning given to that term in Clause 23.21 (Sanctions).

"Sanctions List" has the meaning given to that term in Clause 23.21 (Sanctions).

"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 as the same may be transferred or novated under or in connection with each Finance Document (including, without limitation, any overdraft balance in the Earnings Accounts) pursuant to the terms of the relevant 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 Cover Ratio" means, at any relevant time, the aggregate of:

expressed as a percentage of the Loan, as at that time.

"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 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:

"Selection Notice" means a notice substantially in the form set out in Part B of Schedule 3 (Requests) given in accordance with Clause 10 (Interest Periods).

"Servicing Party" means the Facility Agent or the Security Agent.

"Shareholder" means, in relation to i) each of Borrower A, Borrower B and Borrower C, Poseidon Containers Holdings LLC, of the Republic of Marshall Islands, ii) each of Borrower D, Borrower E, Borrower F, Borrower G, Borrower H, Borrower I, Borrower J, Borrower K, Borrower L, Borrower M and Borrower N, GSL Kalamata LLC, of the Republic of Liberia and iii) each of Borrower O, Borrower P, Borrower Q and Borrower R, the Guarantor.

"Ship" means 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, Ship O, Ship P, Ship Q or Ship R.

"Ship A" means m.v. "ORCA I", details of which are set out opposite its name in Schedule 7 (Details of the Ships).

"Ship B" means m.v. "DOLPHIN II", details of which are set out opposite its name in Schedule 7 (Details of the Ships).

"Ship C" means m.v. "ATHENA", details of which are set out opposite its name in Schedule 7 (Details of the Ships).

"Ship D" means m.v. "GSL SUSAN", details of which are set out opposite its name in Schedule 7 (Details of the Ships).

"Ship E" means m.v. "GSL ROSSI", details of which are set out opposite its name in Schedule 7 (Details of the Ships).

"Ship F" means m.v. "GSL ALICE", details of which are set out opposite its name in Schedule 7 (Details of the Ships).

"Ship G" means m.v. "GSL MELINA", details of which are set out opposite its name in Schedule 7 (Details of the Ships).

"Ship H" means m.v. "GSL ELEFTHERIA", details of which are set out opposite its name in Schedule 7 (Details of the Ships).

"Ship I" means m.v. "GSL MERCER", details of which are set out opposite its name in Schedule 7 (Details of the Ships).

"Ship J" means m.v. "GSL MAMITSA", details of which are set out opposite its name in Schedule 7 (Details of the Ships).

"Ship K" means m.v. "GSL LALO", details of which are set out opposite its name in Schedule 7 (Details of the Ships).

"Ship L" means m.v. "GSL ELIZABETH", details of which are set out opposite its name in Schedule 7 (Details of the Ships).

"Ship M" means m.v. "GSL CHLOE", details of which are set out opposite its name in Schedule 7 (Details of the Ships).

"Ship N" means m.v. "GSL MAREN", details of which are set out opposite its name in Schedule 7 (Details of the Ships).

"Ship O" means m.v. "GSL ALEXANDRA", details of which are set out opposite its name in Schedule 7 (Details of the Ships).

"Ship P" means m.v. "GSL SOFIA", details of which are set out opposite its name in Schedule 7 (Details of the Ships).

"Ship Q" means m.v. "GSL EFFIE", details of which are set out opposite its name in Schedule 7 (Details of the Ships).

"Ship R" means m.v. "GSL LYDIA", details of which are set out opposite its name in Schedule 7 (Details of the Ships).

"Specified Time" means a day or time determined in accordance with Schedule 8 (Timetables).

"Statement of Compliance" means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI.

"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 Borrowers to a Subordinated Creditor whether under the Subordinated Finance Documents or otherwise.

"Subordinated Loan Agreement" means any loan agreement made between (i) a 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, subordinating, inter alia all the Subordinated Creditor's rights and interests under any Subordinated Loan Agreement to the rights and interests of the Finance Parties in agreed form.

"Subsidiary" means a subsidiary undertaking within the meaning of section 1162 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 13.1 (Definitions).

"Tax Deduction" has the meaning given to it in Clause 13.1 (Definitions).

"Tax Payment" has the meaning given to it in Clause 13.1 (Definitions).

"Technical Management Agreement" means the agreement entered into between a Borrower and the Approved Technical Manager regarding the technical management of the Ship owned by that Borrower.

"Termination Date" means the date falling on the earlier of (i) the third anniversary of the Utilisation Date and (ii) 30 April 2028.

"Testing Date" means each date falling on the earlier of (a) the date on which the audited or, as the case may be, unaudited, financial statements referred to in Clause 21.3 (Financial statements) are actually delivered to the Facility Agent pursuant to the provisions of that Clause and (b) the latest date by which each such financial statements are required to be delivered to the Facility Agent pursuant to Clause 21.3 (Financial statements).

"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 $85,000,000 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:

"Transaction Document" means:

"Transaction Obligor" means an Obligor 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 substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Borrowers.

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

"UK Bail-In Legislation" means 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 any part of the Facility.

"Utilisation Date" means the date of a Utilisation, being the date on which the Loan is to be advanced.

"Utilisation Request" means a notice substantially in the form set out in Part A of Schedule 3 (Requests).

"VAT" means:

"Write-down and Conversion Powers" means:

and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Facility Agent and agreed to by the Borrowers.

In this Agreement:

"approved" means, for the purposes of Clause 24 (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 Borrower is obliged to effect, under Clause 24 (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 which is a member of the International group of Protection and Indemnity Associations, 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 one advance, in an aggregate amount not exceeding the Total Commitments.

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

Each Borrower shall apply all amounts borrowed by it under the Facility only for the purposes 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.

The Borrowers may not deliver the 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.

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

If the Majority Lenders, at their discretion, permit the Loan 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 10 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 Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

The Commitments which are not utilised at the end of the Availability Period shall then be cancelled.

Each Borrower irrevocably authorises the Facility Agent on the Utilisation Date, to pay to, or for the account of, the Borrowers the amounts which the Facility Agent receives from the Lenders in respect of the Loan. That payment shall be made in like funds as the Facility Agent received from the Lenders in respect of the Loan to the account which the Borrowers specify in the Utilisation Request.

Payment by the Facility Agent under Clause 5.6 (Payment to third parties) to a person other than a Borrower shall constitute the advance of the Loan and the Borrowers shall at that time become indebted, as principal and direct obligors, to each Lender in an amount equal to that Lender's participation in the Loan.

Section 4

Repayment, Prepayment and Cancellation

On the Termination Date, the Borrowers 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.

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

If:

The Borrowers may, if they give the Facility Agent not less than ten Business Days' prior indicative notice and five Business Days' prior confirmative and irrevocable written notice (or such shorter notice as the Facility Agent may agree), prepay the whole or any part of the Loan (but, if in part, being a minimum amount of $1,000,000 or a multiple of that amount) on the last day of an Interest Period.

In this Clause 7.4 (Mandatory prepayment on sale, refinancing or Total Loss):

"Relevant Amount" means, in relation to a Ship that has been sold or has become a Total Loss or is being refinanced, an amount equal to an amount of the Loan which, after giving effect to the prepayment required to be made pursuant to this Clause 7.4 (Mandatory prepayment on sale, refinancing or Total Loss), results in the Security Cover Ratio being not less than the higher of (A) the Security Cover Ratio maintained immediately prior to the prepayment made pursuant to this Clause 7.4 (Mandatory prepayment on sale, refinancing or Total Loss) and (B) the Relevant Percentage.

"Relevant Date" means:

If a Change of Control occurs the Borrowers and the Guarantor shall promptly notify the Facility Agent upon becoming aware of that event and if the Majority Lenders so require, the Facility Agent shall (acting on the instructions of the Majority Lenders), by not less than 15 days' notice to the Borrowers, 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 the Loan and all such outstanding interest and other amounts will become immediately due and payable.

For the purpose of this clause, a "Change of Control" occurs if, during the Security Period:

the Borrowers may, whilst 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 its intention to procure the repayment of that Lender's participation in the Loan.

Section 5

Costs of Utilisation

Subject to Clause 8.2 (Delayed switch for existing Forward Rate Loans), on and from the Rate Switch Date:

If the Rate Switch Date falls before the last day of an Interest Period for a Forward Rate Loan:

The rate of interest on each Forward Rate Loan for each Interest Period is the percentage rate per annum which is the aggregate of the:

The Borrowers shall pay accrued interest on the Loan or any part of the Loan on the last day of each Interest Period.

The Borrowers shall pay to the Facility Agent, on the Utilisation Date, a non-refundable arrangement fee of $850,000 for distribution among the Lenders in the proportions agreed by the Facility Agent and the Lenders.

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 13.2 (Tax gross-up) or a payment under Clause 13.3 (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.

in each case after the date of this Agreement.

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.

Clause 14.1 (Increased costs) does not apply to the extent any Increased Cost is:

that Obligor shall, as an independent obligation, within three Business Days of 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.

Each Borrower shall within three Business Days of any 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:

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

Each Obligor shall within three Business Days of any demand, indemnify the Facility Agent against:

The Obligors shall, within three Business Days of any demand, pay the Facility Agent and the Security Agent the amount of all costs and expenses (including pre-agreed legal fees) reasonably incurred by any Secured Party in connection with the negotiation, preparation, printing, execution and perfection of:

Subject to Clause 17.4 (Reference rate transition costs) if:

the Obligors shall, within three Business Days of 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.

The Borrowers shall within three Business Days of 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 connection with:

Section 7

Guarantees and Joint and Several Liability of Borrowers

The Guarantor irrevocably and unconditionally:

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by each Borrower 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 Guarantor under this Clause 18 (Guarantee and Indemnity – Guarantor) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

The obligations of the Guarantor under this Clause 18 (Guarantee and Indemnity – Guarantor) 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 18.4 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Clause 18 (Guarantee and Indemnity – Guarantor) or in respect of any Transaction Security (without limitation and whether or not known to it or any Secured Party) including:

Until 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 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, the 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 18 (Guarantee and Indemnity – Guarantor):

If the 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 for application in accordance with Clause 36 (Payment Mechanics).

This guarantee and any other Security given by the 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 18.2 (Continuing guarantee), 18.3 (Reinstatement), 18.4 (Waiver of defences), 18.5 (Immediate recourse), 18.6 (Appropriations), 18.7 (Deferral of Guarantor's rights) and 18.8 (Additional security) shall apply, with any necessary modifications, to any Security which the 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: