Exhibit 4.37


 





Execution Version


 


AMENDED AND RESTATED FACILITIES AGREEMENT


for up to 


US$412,000,000


 


Dated 17 March 2016


 


for


 


HOEGH LNG CYPRUS LIMITED


HÖEGH LNG FSRU IV LTD.


as Borrowers


 


with


 


HÖEGH LNG HOLDINGS LTD.


HÖEGH LNG LTD. 


HÖEGH LNG FSRU III LTD.


HÖEGH LNG PARTNERS LP


HÖEGH LNG COLOMBIA HOLDING LTD.


as Corporate Guarantors


 


with


 


NORDEA BANK NORGE ASA


as Agent, Security Trustee and Account
Bank 


 


arranged by


 


ABN AMRO BANK N.V., OSLO BRANCH, CITIBANK
NA, LONDON BRANCH, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, DANSKE BANK A/S, DNB BANK ASA, NORDEA BANK NORGE ASA AND SWEDBANK
AB (PUBL)


as Mandated Lead Arrangers and Bookrunners


 


with


 


ABN AMRO BANK N.V., CITIBANK NA, LONDON
BRANCH, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, DANSKE BANK A/S, DNB BANK ASA, NORDEA BANK FINLAND PLC AND SWEDBANK AB (PUBL)


as Swap Banks


 


with


 


EKSPORTKREDITT NORGE AS


as ECA Lender


 


and


 


ABN AMRO BANK N.V., OSLO BRANCH, CITIBANK
NA, LONDON BRANCH, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, DANSKE BANK, NORWEGIAN BRANCH, DNB BANK ASA, NORDEA BANK FINLAND
PLC or NORDEA BANK NORGE ASA AND SWEDBANK AB (PUBL)


as Bank Guarantors and Commercial Lenders


 




     


     

    

 


Execution Version


 


CONTENTS


 





	Clause	 	Page
	 	 	 
	SECTION 1 INTERPRETATION	2
	 	 	 
	1.	Definitions and Interpretation	2
	 	 	 
	SECTION 2 THE FACILITIES	32
	 	 	 
	2.	The Facilities	32
	 	 	 
	3.	Purpose	35
	 	 	 
	4.	Conditions of Utilisation	35
	 	 	 
	SECTION 3 UTILISATION	38
	 	 	 
	5.	Utilisation	38
	 	 	 
	6.	Bank Guarantees	39
	 	 	 
	SECTION 4 REPAYMENT, PREPAYMENT AND CANCELLATION	42
	 	 	 
	7.	Repayment	42
	 	 	 
	8.	Prepayment and cancellation	43
	 	 	 
	SECTION 5 COSTS OF UTILISATION	48
	 	 	 
	9.	Interest	48
	 	 	 
	10.	Interest Periods	49
	 	 	 
	11.	Changes to the calculation of interest	49
	 	 	 
	12.	Fees	51
	 	 	 
	SECTION 6 ADDITIONAL PAYMENT OBLIGATIONS	52
	 	 	 
	13.	Tax gross up and indemnities	52
	 	 	 
	14.	Increased costs	56
	 	 	 
	15.	Other indemnities	57
	 	 	 
	16.	Mitigation by the Finance Parties	60
	 	 	 
	17.	Costs and expenses	60
	 	 	 
	SECTION 7 CORPORATE GUARANTEE	61
	 	 	 
	18.	Corporate Guarantee and Indemnity	61










 




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Execution Version


 


	SECTION 8 REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT	64
	 	 	 
	19.	Representations	64
	 	 	 
	20.	Information Undertakings	69
	 	 	 
	21.	Accounts	72
	 	 	 
	22.	Financial Covenants	73
	 	 	 
	23.	Vessel Covenants	76
	 	 	 
	24.	Insurance Covenants	80
	 	 	 
	25.	Security Undertakings	82
	 	 	 
	26.	Security Maintenance	83
	 	 	 
	27.	General Undertakings	85
	 	 	 
	28.	Subordination of Swap Liabilities	92
	 	 	 
	29.	Events of Default	93
	 	 	 
	SECTION 9 CHANGES TO PARTIES	98
	 	 	 
	30.	Changes to the Lenders, Bank GuArantors and Swap Banks	98
	 	 	 
	31.	Restriction on debt purchase transactions	102
	 	 	 
	32.	Changes to the Obligors	103
	 	 	 
	33.	Role of the Agent and the Mandated Lead Arranger	104
	 	 	 
	34.	Conduct of business by the Finance Parties	113
	 	 	 
	35.	Sharing among the Finance Parties	113
	 	 	 
	SECTION 11 ADMINISTRATION	115
	 	 	 
	36.	Payment mechanics	115
	 	 	 
	37.	Set-off	118
	 	 	 
	38.	Notices and publications	118
	 	 	 
	39.	Calculations and certificates	121
	 	 	 
	40.	Partial invalidity	121
	 	 	 
	41.	Remedies, waivers and conflicts	121
	 	 	 
	42.	Amendments and waivers	122







 




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Execution Version


 





	43.	Confidentiality	125
	 	 	 
	44.	Counterparts	128
	 	 	 
	45.	Joint and Several Liability	128
	 	 	 
	SECTION 12 GOVERNING LAW AND ENFORCEMENT	130
	 	 	 
	46.	Governing law	130
	 	 	 
	47.	Enforcement	130
	 	 	 
	SCHEDULE 1	132
	 	 
	Part I The Original Lenders	132
	 	 
	Commercial Facility	132
	 	 
	Eksportkreditt Facility	132
	 	 
	Part II – Bank Guarantors	133
	 	 
	SCHEDULE 2 CONDITIONS PRECEDENT	134
	 	 
	Part I – Conditions to Signing	134
	 	 
	Part II – Conditions to Closing and Delivery of Utilisation Request	136
	 	 
	Part III – Conditions to each Pre-Delivery Loan	138
	 	 
	Part IV – Conditions to Delivery Loan	139
	 	 
	Part V – Conditions to Time Charter Vessel 2	141
	 	 
	Part VI – Conditions to Commercial Facility Vessel 1 Modification/Modification Loan	142
	 	 
	Part VII – Conditions to Höegh MLP Effective Date	144
	 	 
	SCHEDULE 3 REQUESTS	145
	 	 
	Part I Utilisation Request	145
	 	 
	Part II Selection Notice	146
	 	 
	SCHEDULE 4 VESSELS	147
	 	 
	SCHEDULE 5 FORM OF TRANSFER CERTIFICATE	148
	 	 
	SCHEDULE 6 TIMETABLES	150
	 	 
	SCHEDULE 7 FORM OF COMPLIANCE CERTIFICATES	151
	 	 
	SCHEDULE 8 FORM OF INCREASE CONFIRMATION	156
	 	 
	SCHEDULE 9 FORM OF HÖEGH MLP ACCESSION DEED	158
	 	 
	SCHEDULE 10 FORM OF BANK GUARANTEE	161







 




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THIS AGREEMENT is dated 17 March 2016
and made between:


 


		1.	HOEGH LNG CYPRUS LIMITED, a company incorporated in Cyprus having its registered office
at 4 Sotiri Tofini, 2nd Floor, 4102 Agios Athanasios, Limassol, Cyprus (“HLNG Cyprus”) and HÖEGH
LNG FSRU IV LTD. a company incorporated in the Cayman Islands having its registered office address at Clifton House, 75 Fort
Street, PO Box 1350, Grand Cayman KY1-1108, Cayman Islands, as borrowers (“FSRU IV”) (together with HLNG Cyprus
jointly and severally, the "Borrowers" and each a “Borrower”);



 


		2.	HÖEGH LNG HOLDINGS LTD., a company incorporated in Bermuda having its registered office
address at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda, HÖEGH LNG LTD., a company incorporated
in Bermuda having its registered office address at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda and HÖEGH
LNG FSRU III LTD., a company incorporated in the Cayman Islands having its registered office address at Clifton House, 75 Fort
Street, PO Box 1350, Grand Cayman KY1-1108, Cayman Islands (“FSRU III”), HÖEGH LNG PARTNERS LP, as
master limited partnership duly formed under the laws of the Marshall Islands having its registered office address at Trust Company
Complex, Ajeltake Island, Ajeltake Road, Majuro, Marshall Islands MH96960 (“Höegh MLP”) and HÖEGH
LNG COLOMBIA HOLDING LTD a company incorporated in the Cayman Islands having its registered office address at Clifton House,
75 Fort Street, PO Box 1350, Grand Cayman KY1-1108, Cayman Islands (“HLNG Colombia HoldCo”) as guarantors (together,
the “Corporate Guarantors” and each a “Corporate Guarantor”);



 


		3.	ABN AMRO BANK N.V., OSLO BRANCH, CITIBANK NA, LONDON BRANCH, CREDIT AGRICOLE CORPORATE AND INVESTMENT
BANK, DANSKE BANK A/S, DNB BANK ASA, NORDEA BANK NORGE ASA and SWEDBANK AB (PUBL) as mandated lead arrangers (whether
acting individually or together, the "Mandated Lead Arranger");



 


		4.	THE FINANCIAL INSTITUTIONS listed in Schedule 1, Part IA as lenders (the "Commercial
Lenders");



 


		5.	EKSPORTKREDITT NORGE AS as ECA lender (the “ECA Lender” and together
with the Commercial Lenders, the “Original Lenders”);



 


		6.	NORDEA BANK NORGE ASA acting through its office at Essendrops gate 7, P.O. Box 1166 Sentrum,
NO-0107 Oslo, Norway as agent for the other Finance Parties (the “Agent”);



 


		7.	NORDEA BANK NORGE ASA acting through its office at Essendrops gate 7, P.O. Box 1166 Sentrum,
NO-0107 Oslo, Norway as security trustee for the Secured Parties (the “Security Trustee”);



 


		8.	NORDEA BANK NORGE ASA acting through its office at Essendrops gate 7, P.O. Box 1166 Sentrum,
NO-0107 Oslo, Norway as account bank (the “Account Bank”);



 


		9.	THE FINANCIAL INSTITUTIONS listed in Schedule 1, Part II as bank guarantors (the "Original
Bank Guarantors"); and



 


		10.	ABN AMRO BANK, N.V., CITIBANK NA, LONDON BRANCH, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
DANSKE BANK A/S, DNB BANK ASA, NORDEA BANK FINLAND PLC and SWEDBANK AB (PUBL) as swap banks (the “Swap Banks”).



 




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IT IS AGREED as follows:


SECTION 1

INTERPRETATION


 


		1.	Definitions and Interpretation



 


		1.1	Definitions



 


In this Agreement:


 


“Account”
means each Earnings Account;


 


“Account Security
Deed” means each of the deeds executed or to be executed by each Borrower in favour of the Security Trustee granting
security in respect of an Account, in agreed form;


 


“Additional Corporate
Guarantor” means Höegh MLP, which became a Corporate Guarantor in accordance with Clause 32 (Changes to the Obligors)
on the first Höegh MLP Effective Date;


 


“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 Broker”
means EA Gibson Shipbrokers Ltd., Braemar Seascope Ltd., Fearnleys A/S and RS Platou ASA or such other brokers as may be approved
by the Agent;


 


“Approved Flag”
means Norway, Singapore, Cayman Islands, Bahamas, Marshall Islands or such other flag as may be approved by the Lenders;


 


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


 


"Available Commitment"
means, in relation to a Commercial Facility Tranche, a Commercial Lender's Commitment minus:


 


		(a)	the amount of its participation in, as applicable, any outstanding Loans under that Commercial
Facility Tranche; and



 


		(b)	in relation to any proposed Loan, the amount of its participation in any other Utilisations that
are due to be made under that Commercial Facility Tranche on or before the proposed Utilisation Date;



 


“Available Facility”
means,


 


		(a)	in relation to a Facility Tranche, the aggregate for the time being of, as applicable, each Commercial
Lender’s Available Commitment in respect of that Facility Tranche or the ECA Lender’s Commitment in respect of that
Facility Tranche; and



 


		(b)	in relation to the Bank Guarantee Facility, each Bank Guarantor’s Bank Guarantee Facility
Commitment;



 




    	 	2	 



     

    

 


“Availability Period”
means:


 


		(a)	for the Utilisation of a Commercial Loan other than the Vessel 1 Modification Loan, the period
from and including the date of this Agreement to and including the date which is the earlier of: (i) for Vessel 1, 270 days after
the relevant Scheduled Delivery Date and for Vessel 2, the relevant Scheduled Delivery Date ; (ii) the date the relevant Building
Contract has been terminated or (iii) the date on which the Total Commitments are reduced to zero; or



 


		(b)	for the Utilisation of the Vessel 1 Modification Loan, the period from and including the Delivery
Date of Vessel 1 to and including the earlier of (i) 30 June 2016; or (ii) the date on which the Total Commitments are reduced
to zero; or



 


		(c)	for the Utilisation of an ECA Loan or a Bank Guarantee,
the period from and including the Delivery Date for the Vessel to which that ECA Loan or Bank Guarantee relates to and including
the date which is the earlier of: (i) for Vessel 1, 270 days after the relevant Scheduled Delivery Date and for Vessel 2, the
relevant Schedule Delivery Date; or (ii) the date on which the Total Commitments are reduced to zero;



 


“Bank Guarantee”
means a guarantee from a Bank Guarantor in favour of the ECA Lender in relation to an ECA Loan, substantially in the form of Schedule
10;


 


“Bank Guarantee
Facility” means the guarantee facility made available under this Agreement as described in Clause 2.3 (Bank Guarantee
Facility);


 


“Bank Guarantee Facility
Commitment” means in relation to a Bank Guarantor, the amount set opposite its name under the heading “Bank Guarantee
Facility Commitment” in Schedule 1, Part II (Bank Guarantors) and the amount of any other Bank Guarantee Facility
Commitment transferred to it under this Agreement to the extent not cancelled, reduced or transferred by it under this Agreement;


 


“Bank Guarantors”
means:


 


		(a)	any Original Bank Guarantor; and



 


		(b)	any bank, financial institution, trust, fund or other entity which has become a Party as a Bank
Guarantor in accordance with Clause 2.6 (Increase) or Clause 30 (Changes to the Lenders and the Bank Guarantors),



 


which in each case has not
ceased to be a Bank Guarantor in accordance with the terms of this Agreement;


 


“Borrower Shares Security
Deed” means each of the deeds executed or to be executed by (i) FSRU III in respect of HLNG Cyprus and (ii) HLNG Colombia
HoldCo in respect of FSRU IV and any replacement Borrower Shares Security Deed in respect of FSRU IV to be executed by Höegh
MLP or a wholly owned Subsidiary of Höegh MLP on a Höegh MLP Effective Date in favour of the Security Trustee granting
Security in respect of all its shares in FSRU IV;


 


"Break Costs"
means:


 


		(a)	in respect of a Commercial Loan made, the amount (if any) by which:



 




    	 	3	 



     

    

 


the interest (less the Margin)
which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or
an Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or
Unpaid Sum received been paid on the last day of that Interest Period;


exceeds:


 


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


or


 


		(b)	in respect of an ECA Loan, the amount (if any) determined by the ECA Lender by which:



 


the value of the interest amount
which the ECA Lender should have received by applying the CIRR Interest Rate on the ECA Loan or part thereof for the period from
the date of receipt of the ECA Loan or part thereof to (and including) the applicable Maturity Date (calculation of such amount
to take into account the agreed repayment schedule of the ECA Loan, as if the ECA Loan had been repaid on all of the scheduled
instalment repayment dates to (and including) the applicable Maturity Date);


exceeds


 


the value of the interest amount
the ECA Lender would be able to obtain if placing an amount equal to the ECA Loan or party thereof at the Prepayment Swap Rate
for a period starting on the Business Day following receipt or recovery of the ECA Loan or part thereof to (and including) the
applicable Maturity Date (calculation of such amount to take into account the agreed repayment schedule of the ECA Loan, as if
the ECA Loan had been repaid on all of the scheduled instalment repayment dates to (and including the applicable Maturity Date),


 


and for the purpose of this
paragraph;


 


“Prepayment Swap Rate”
means the fixed interbank interest swap rate quoted by a reputable capital market information provider (i.e. Bloomberg, Thomson
Reuters, etc.) for a period starting on the Business Day following receipt of the ECA Loan or a part thereof and ending on the
applicable Maturity Date for the ECA Loan, such rate to take into account all of the scheduled instalment repayment dates to (and
including) the Maturity Date for the ECA Loan.


 


The Prepayment Swap Rate will
also be used as discount factor to calculate the net present value of any positive difference between (i) and (ii) above. The calculation
shall be determined by the ECA Lender;


 


“Builder”
means Hyundai Heavy Industries Co., Ltd of 1 Cheonha-Dong, Ulsan, Korea;


 


“Builder Warranties”
means the warranties from the Builder to the Original Shareholder under each Building Contract, to be assigned to the relevant
Borrower on the sale of each Vessel;


 


“Building Contract”
means the Vessel 1 Building Contract or the Vessel 2 Building Contract;


 


"Business Day"
means a day (other than a Saturday or Sunday) on which banks are open for general business in London, New York City and Oslo;


 




    	 	4	 



     

    

 


“Certified Copy”
means in relation to any document delivered or issued by or on behalf of any company, a copy of such document certified as a true,
complete and up to date copy of the original by any of the directors or officers for the time being of such company or by such
company’s attorneys or solicitors or, if a Finance Party so requires, by a notary or lawyer acceptable to it;


 


“Charged Property”
means all of the assets which from time to time are, or are expressed to be, the subject of the Transaction Security;


 


“CIRR Interest Rate”
means the Commercial Interest Reference Rate determined by the Organisation for Economic Cooperation and Development (OECD) according
to the “Arrangement on Officially Supported Export Credit” as further described in Clause 9.1 (Calculation of Interest);


 


“Classification”
means, in relation to a Vessel, the highest class available for the vessel of her type with the relevant Classification Society;


 


“Classification Society”
means DNV GL, Lloyds Register, ABS, Bureau Veritas or such other classification society which the Agent shall, at the request of
the Borrowers and acting on the instructions of the Lenders, have agreed in writing shall be treated as the Classification Society
in relation to a Vessel;


 


“Code” means
the United States Internal Revenue Code of 1986;


 


“Commercial Facility”
means the term loan facility made available under this Agreement as described in Clause 2.1 (Commercial Facility);


 


“Commercial Facility
Tranche” means a Commercial Facility Vessel 1 Tranche, a Commercial Facility Vessel 2 Tranche or the Commercial Facility
Vessel 1 Modification Tranche;


 


“Commercial Facility
Vessel 1 Modification Tranche Commitment” means:


 


		(a)	in relation to an Original Lender, the amount set opposite its name under the heading “Commercial
Facility Vessel 1 Modification Tranche Commitment” in Schedule 1, Part IA (The Original Lenders) and the amount of
any other Commercial Facility Vessel 1 Modification Tranche Commitment transferred to it under this Agreement or assumed by it
in accordance with Clause 2.6 (Increase); and



 


		(b)	in relation to any other Commercial Lender, the amount
of any Commercial Facility Vessel 1 Modification Tranche Commitment transferred to it under this Agreement or assumed by it in
accordance with Clause 2.6 (Increase),



 


to the extent:


 


		(i)	not cancelled, reduced or transferred by it under this Agreement; and



 


		(ii)	not deemed to be zero pursuant to Clause 31.2 (Disenfranchisement on Debt Purchase Transaction
entered into by Group or Sponsor Affiliates contrary to Clause 31.1).



 


“Commercial Facility
Vessel 1 Modification Tranche” means that part of the Commercial Facility made available under this Agreement as described
in 2.1(c);


 




    	 	5	 



     

    

 


“Commercial Facility
Vessel 1 Modification Tranche Loan” means a loan made or to be made under the Commercial Facility Vessel 1 Modification
Tranche or the principal amount outstanding for the time being of the loan;


 


“Commercial
Facility Vessel 1 Tranche Commitment” means:


 


		(a)	in relation to an Original Lender, the amount set opposite its name under the heading “Commercial
Facility Vessel 1 Tranche Commitment” in Schedule 1, Part IA (The Original Lenders) and the amount of any other Commercial
Facility Vessel 1 Tranche Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.6 (Increase);
and



 


		(b)	in relation to any other Commercial Lender, the amount
of any Commercial Facility Vessel 1 Tranche Commitment transferred to it under this Agreement or assumed by it in accordance with
Clause 2.6 (Increase),



 


to the extent:


 


		(i)	not cancelled, reduced or transferred by it under this Agreement; and



 


		(ii)	not deemed to be zero pursuant to Clause 31.2 (Disenfranchisement on Debt Purchase Transaction
entered into by Group or Sponsor Affiliates contrary to Clause 31.1).



 


“Commercial Facility
Vessel 1 Tranche” means that part of the Commercial Facility made available under this Agreement as described in Clause
2.1(a);


 


“Commercial Facility
Vessel 1 Tranche Loan” means a loan made or to be made under the Commercial Facility Vessel 1 Tranche or the principal
amount outstanding for the time being of that loan;


 


“Commercial Facility
Vessel 2 Tranche” means that part of the Commercial Facility made available under this Agreement as described in Clause
2.1(b);


 


“Commercial Facility
Vessel 2 Tranche Commitment” means:


 


		(a)	in relation to an Original Lender, the amount set opposite its name under the heading “Commercial
Facility Vessel 2 Tranche Commitment” in Schedule 1, Part IA (The Original Lenders) and the amount of any other Commercial
Facility Vessel 2 Tranche Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.6 (Increase);
and



 


		(b)	in relation to any other Commercial Lender, the amount of any Commercial Facility Vessel 2 Tranche
Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.6 (Increase),



 


to the extent:


 


		(i)	not cancelled, reduced or transferred by it under this
Agreement; and



 


		(ii)	not deemed to be zero pursuant to Clause 31.2 (Disenfranchisement on Debt Purchase Transaction
entered into by Group or Sponsor Affiliates contrary to Clause 31.1).



 




    	 	6	 



     

    

 


“Commercial Facility
Vessel 2 Tranche Loan” means a loan made or to be made under the Commercial Facility Vessel 2 Tranche or the principal
amount outstanding for the time being of that loan;


 


“Commercial Lenders”
means the Lenders under the Commercial Facility;


 


“Commercial Loan”
means a Loan made or to be made under the Commercial Facility, or the principal amount outstanding for the time being of that loan;


 


“Commitment"
means a Commercial Facility Vessel 1 Tranche Commitment, a Commercial Facility Vessel 2 Tranche Commitment, the Commercial Facility
Vessel 1 Modification Loan Commitment, the Eksportkreditt Facility Vessel 1 Tranche Commitment, the Eksportkreditt Facility Vessel
2 Tranche Commitment or a Bank Guarantee Facility Commitment;


 


“Commitment Fee”
means any amount payable under Clause 12.1 (Commitment Fee) or Clause 12.4.2, as applicable;


 


“Compliance Certificate”
means a certificate substantially in the form set out in Schedule 7 (Form of Compliance Certificates);


 


“Confidential Information”
means all information relating to the Parent Company, any Obligor, Höegh MLP, the Group, the Finance Documents or a 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 a Facility from
either:


 


		(a)	any member of the Group or any of its advisers; or



 


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



 


in whatever form, and includes
information given orally and any document, electronic file or any other way of representing or recording information which contains
or is derived or copied from such information but excludes information that:


 


		(i)	is or becomes public information other than as a direct or indirect result of any breach by that
Finance Party of Clause 43 (Confidentiality); or



 


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



 


		(iii)	is known by that Finance Party before the date the information is disclosed to it in accordance
with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far
as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has
not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality;



 


"Confidentiality Undertaking"
means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Obligors
and the Agent;


 




    	 	7	 



     

    

 


“Contract Price”
means the price payable to the Builder for a Vessel under the relevant Building Contract, as such may be adjusted from time to
time in accordance with the terms of that Building Contract;


 


“Corporate Guarantor
Shares Security Deed” means each of the deeds executed or to be executed by (i) OPCO in respect of FSRU III and (ii)
the Original Shareholder in respect of HLNG Colombia HoldCo and, in respect of (ii), any replacement Corporate Guarantor Shares
Security Deed which may be executed by Höegh MLP or a wholly owned Subsidiary of Höegh MLP on a Höegh MLP Effective
Date in favour of the Security Trustee granting Security in respect of all the shares in HLNG Colombia HoldCo;


 


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


 


		(a)	purchases by way of assignment or transfer;



 


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



 


		(c)	enters into any other agreement or arrangement having an economic effect substantially similar
to a sub-participation in respect of,



 


any Commitment or amount outstanding
under this Agreement;


 


“Deed of Covenant”
means, in relation to each Vessel, a deed of covenant collateral to a Mortgage and creating charges over that Vessel, its Earnings,
Insurances, any Requisition Compensation, if relevant, and the Builder Warranties required to be executed hereunder by the relevant
Borrower in favour of the Security Trustee in the agreed form;


 


"Default"
means an Event of Default or 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;


 


“Defaulting Lender”
means any Lender or Bank Guarantor (other than a Lender or Bank Guarantor which is a Sponsor Affiliate):


 


		(a)	which has failed to make its participation in a Loan or Bank Guarantee available or has notified
the Agent that it will not make its participation in a Loan or Bank Guarantee available by the Utilisation Date of that Loan or
Bank Guarantee in accordance with Clause 5.4.1 (Lenders Participation) or Clause 5.5 (Bank Guarantors’ participation),
as applicable;



 


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



 


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



 


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


 


		(i)	its failure to pay is caused by:



 


		(ii)	administrative or technical error; or



 


		(iii)	a Disruption Event; and



 




    	 	8	 



     

    

 


payment is made within five
(5) Business Days of its due date; or


 


		(iv)	the Lender or Bank Guarantor is disputing in good faith whether it is contractually obliged to
make the payment in question.



 


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


 


“Delivered Cost”
means the aggregate of the Contract Price and the Project Costs for a Vessel;


 


“Delivery Date”
means the date on which a Vessel is delivered to the relevant Borrower in accordance with the relevant Building Contract;


 


“Delivery Loan”
means a Loan to be made available on a Delivery Date;


 


“Disclosure Letter”
means the letter dated 10 April 2014 from Höegh LNG AS to the Lenders, in form and substance accepted by the Lenders, in relation
to potential litigation against members of the Group;


 


"Disruption Event"
means either or both of:


 


		(a)	a material disruption to those payment or communications systems or to those financial markets
which are, in each case, required to operate in order for payments to be made in connection with a Facility (or otherwise in order
for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond
the control of, any of the Parties; or



 


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



 


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


 


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



 


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


 


“Dropdown Borrower”
means:


 


		(a)	FSRU IV after its share capital has been transferred to Höegh MLP or a wholly-owned subsidiary
of Höegh MLP on a Höegh MLP Effective Date; or



 


		(b)	HLNG Cyprus after the share capital in FSRU III has been transferred to Höegh MLP or a wholly-owned
subsidiary of Höegh MLP on a Höegh MLP Effective Date;



 


“Dropdown Vessel”
means a Vessel owned by a Dropdown Borrower;


 




    	 	9	 



     

    

 


“Earnings”
means, in relation to a Vessel, all moneys whatsoever which are now, or later become, payable (actually or contingently) to the
relevant Borrower or EgyptCo or, in accordance with the Security Documents, to the Security Trustee and which arise out of the
use of or operation of that Vessel, including (but not limited to) all freight, hire and passage moneys, Insurances and Requisition
Compensation payable to the relevant Borrower or EgyptCo or, in accordance with the Security Documents, to the Security Trustee,
remuneration of salvage and towage services, demurrage and detention moneys and damages for breach (or payments for variation or
termination) of any charterparty or other contract for the employment of such Vessel;


 


“Earnings Account”
means the Vessel 1 Earnings Account or the Vessel 2 Earnings Account or the EgyptCo Earnings Account or the OSA Earnings Account
and includes any sub-accounts thereof and any other account designated in writing by the Agent to be an Earnings Account for the
purposes of this Agreement;


 


“Earnings Account
Security Deeds” means each of the deeds executed or to be executed by a Borrower in favour of the Security Trustee creating
security in respect of the relevant Earnings Account, in agreed form;


 


“ECA Lender”
means Eksportkreditt Norge AS of Hieronymus Heyerdahls gate 1, NO-0160 Oslo, Norway;


 


“ECA Loan”
means a Loan made or to be made under the Eksportkreditt Facility or the principal amount outstanding for the time being of that
loan;


 


“EGAS” means
the Egyptian Natural Gas Holding Company of El Nasr Road, 1st District, Nasr City, Cairo, Egypt;


 


“EGAS Contract”
means the regasification service agreement in respect of the Vessel 1 dated 3 November 2014 and made between the Original Shareholder
and EGAS as novated or to be novated out of the name of the Original Shareholder and into the name of EgyptCo by a novation agreement
to be entered into between the Original Shareholder, EgyptCo and EGAS;


 


“EGAS Contract Earnings”
means all hire payable to EgyptCo by EGAS pursuant to the EGAS Contract;


 


“EGAS Contract Earnings
Assignment” means a first priority assignment by EgyptCo of the EGAS Contract Earnings in favour of the Security Trustee;


 


“EGAS Guarantee”
means the guarantee dated 28 January 2015 granted by Commercial International Bank in favour of EgyptCo in support of EGAS’
obligations under the EGAS Contract;


 


“EGAS Guarantee Assignment”
means a first priority assignment by EgyptCo of the EGAS Guarantee granted by EgyptCo in favour of the Security Trustee;


 


“Egypt Branch of HLNG
Cyprus” means the branch office in Egypt of HLNG Cyprus located at Attaga Free Zone, Zuours, Egypt;


 


“EgyptCo” means
Hoegh LNG Egypt LLC, a company incorporated in Egypt and with its registered office at Rooms nos. 401 and 402 of Apartment No.
4, Building No. 2, fourth floor, El Gabarty St., Bab Charky, Alexandria, Egypt;


 




    	 	10	 



     

    

 


“EgyptCo Earnings
Account” means each account or accounts to be opened in the name of EgyptCo with (i) in respect of any EGAS Contract
Earnings in Dollar, the Account Bank and (ii) if requested by the Agent in respect of any EGAS Earnings in Egyptian Pounds, an
Egyptian bank reasonably acceptable to the Agent, which EgyptCo and the Agent agree shall be the EgyptCo Earnings Account for the
purpose of this Agreement;


 


“EgyptCo Lease”
means the lease and maintenance agreement in respect of Vessel 1 made or to be made between the Egypt Branch of HLNG Cyprus and
EgyptCo;


 


“EgyptCo Lease Assignment”
means a first priority assignment by HLNG Cyprus of the EgyptCo Lease in favour of the Security Trustee;


 


“EgyptCo Quota Pledge
Security” means the pledge of quotas executed by the Quotaholders in favour of the Security Trustee granting Security
in respect of all of the quotas in EgyptCo;


 


“Egypt Holding I”
means Höegh LNG Egypt Holding I Ltd., a company incorporated under the laws of the Cayman Islands with its registered
office at P.O. 1350, Klef House,75 Fort Street, Grand Cayman KY 1-1108 , Cayman Islands;


 


“Egypt Holding II”
means Höegh LNG Egypt Holding II Ltd., a company incorporated under the laws of the Cayman Islands with its registered
office at P.O. 1350, Klef House,75 Fort Street, Grand Cayman KY 1-1108 , Cayman Islands;


 


“Eksportkreditt
Facility” means the term loan facility made available under this Agreement as described in Clause 2.2 (Eksportkreditt
Facility);


 


“Eksportkreditt
Facility Vessel 1 Tranche” means that part of the Eksportkreditt Facility made available under this Agreement as described
in Clause 2.2(a);


 


“Eksportkreditt
Facility Vessel 1 Tranche Commitment” means in relation to the ECA Lender, the amount set opposite its name
under the heading “Eksportkreditt Facility Vessel 1 Tranche Commitment” in Schedule 1, Part IB (The Original Lenders)
to the extent not cancelled, reduced or transferred by it under this Agreement;


 


“Eksportkreditt
Facility Vessel 1 Tranche Loan” means a loan made or to be made under the Eksportkreditt Facility Vessel 1
Tranche or the principal amount outstanding for the time being of that loan;


 


“Eksportkreditt
Facility Vessel 2 Tranche” means that part of Eksportkreditt Facility made available under this Agreement as described
in Clause 2.2(b);


 


“Eksportkreditt
Facility Vessel 2 Tranche Commitment” means in relation to the ECA Lender, the amount set opposite its name under
the heading “Eksportkreditt Facility Vessel 2 Tranche Commitment” in Schedule 1, Part IB (The Original Lenders)
to the extent not cancelled, reduced or transferred by it under this Agreement;


 


“Eksportkreditt
Facility Vessel 2 Tranche Loan” means a loan made or to be made under the Eksportkreditt Facility Vessel 2 Tranche
or the principal amount outstanding for the time being of that loan;


 


“Environmental Affiliate”
means any agent or employee of a Borrower or an Operator;


 


“Environmental Approvals”
means all authorisations, consents, licences, permits, exemptions or other approvals whatsoever required by an Obligor or an Operator
in connection with the Vessels under applicable Environmental Laws;


 




    	 	11	 



     

    

 


“Environmental Claim”
means (i) any claim by, or directive from, any applicable Government Entity alleging breach of, or non-compliance with, any Environmental
Laws or Environmental Approvals or otherwise howsoever relating to or arising out of an Environmental Incident or (ii) any claim
by any other third party howsoever relating to or arising out of an Environmental Incident (and, in each such case, “claim”
shall include a claim for damages and/or direction for and/or enforcement relating to clean-up costs, removal, compliance, remedial
action or otherwise) or (iii) any Proceedings arising from any of the foregoing but excluding any claim of a vexatious or frivolous
nature which is being contested in good faith;


 


“Environmental Incident”
means, regardless of cause, (i) any actual discharge or release of Environmentally Sensitive Material from a Vessel; (ii) any incident
in which Environmentally Sensitive Material is discharged or released from a vessel other than a Vessel which involves collision
between such Vessel and such other vessel or some other incident of navigation or operation, in either case, where a Vessel, its
Manager and/or an Obligor and/or an Operator are actually, contingently or allegedly at fault or otherwise howsoever liable (in
whole or in part) or (iii) any incident in which Environmentally Sensitive Material is discharged or released from a vessel other
than a Vessel and where that Vessel is actually or potentially liable to be arrested as a result and/or where an Obligor and/or
the Operator are actually, contingently or allegedly at fault or otherwise howsoever liable;


 


“Environmental Laws”
means all laws, regulations, conventions and agreements whatsoever applicable to an Obligor, an Operator or a Vessel in a jurisdiction
where an Obligor is incorporated or operates or an Operator operates or to which a Vessel trades and relating to pollution, human
or wildlife well-being or protection of the environment (including, without limitation, the United States Oil Pollution Act of
1990 and any comparable laws of the individual States of the United States of America);


 


“Environmentally Sensitive
Material” means oil, oil products or any other products or substance which are polluting, toxic or hazardous or any substance
the release of which into the environment is howsoever regulated, prohibited or penalised by or pursuant to any Environmental Law;


 


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


 


“Facility”
means the Commercial Facility, the Eksportkreditt Facility or the Bank Guarantee Facility;


 


"Facility Office"
means the office or offices notified by a Lender or a Bank Guarantor or a Swap Bank to the Agent in writing on or before the date
it becomes a Lender or a Bank Guarantor or a Swap Bank (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;


 


“Facility Tranche”
means a Commercial Facility Tranche, an Eksportkreditt Facility Vessel 1 Tranche or an Eksportkreditt Facility Vessel 2 Tranche;


 


"FATCA" means:


 


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



 




    	 	12	 



     

    

 


		(b)	any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating
to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation
of paragraph (a) above; or



 


		(c)	any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal
Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.



 


"FATCA Application
Date" means:


 


		(a)	in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code
(which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;



 


		(b)	in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code
(which relates to "gross proceeds" from the disposition of property of a type that can produce interest from sources
within the US), 1 January 2017; or



 


		(c)	in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling
within paragraphs (a) or (b) above, 1 January 2017,



 


or, in each
case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of
any change in FATCA after the date of this Agreement.


 


"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.


 


"Fee Letter"
means any letter or letters setting out any of the fees referred to in this Clause 1.1(Definitions), Clause 2.6 (Increase)
or Clause 12 (Fees);


 


"Finance Document"
means:


 


		(a)	this Agreement;



 


		(b)	any Bank Guarantee;



 


		(c)	any Fee Letter;



 


		(d)	any Security Document;



 


		(e)	any Selection Notice;



 


		(f)	any Swap Contract;



 


		(g)	the Trust Agreement;



 


		(h)	any Utilisation Request; or



 




    	 	13	 



     

    

 


		(i)	any other document designated in writing as such by the Agent and the Borrowers;



 


"Finance Party"
means the Agent, the Bank Guarantors, the Mandated Lead Arranger, the Security Trustee, the Account Bank, a Swap Bank or a Lender;


 


"Financial Indebtedness"
means any indebtedness for or in respect of:


 


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



 


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



 


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



 


		(d)	the amount of any liability in respect of any lease or hire purchase contract which would, in accordance
with IFRS, be treated as a finance or capital lease;



 


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



 


		(f)	any derivative transaction (and, when calculating the value of that derivative transaction, only
the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that transaction, that
amount) shall be taken into account);



 


		(g)	any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter
of credit or any other instrument issued by a bank or financial institution;



 


		(h)	any amount classified as borrowings under IFRS;



 


		(i)	any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary
reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service
in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 30 days after
the date of supply;



 


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



 


		(k)	the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs
(a) to (j) above;



 


“Flag State”
means the state or territory of the Approved Flag;


 


“General Assignment”
means, in relation to each Vessel, a deed of assignment of the Earnings, Insurances, any Requisition Compensation and, if relevant,
the Builder Warranties required to be executed hereunder by each of the relevant Borrower, EgyptCo or HCOL in favour of the Security
Trustee in the agreed form;


 




    	 	14	 



     

    

 


“Government Entity”
means any national or local government body, tribunal, court or regulatory or other agency and any organisation of which such body,
tribunal, court or agency is a part or to which it is subject;


 


“Group”
means the Parent Company, its Subsidiaries from time to time and, following the Höegh MLP IPO, the Höegh MLP Group;


 


“Guarantee Commission”
means 1.80 per cent. per annum on the outstanding amount of the Bank Guarantee;


 


“HCOL” means
Höegh LNG Colombia SAS, a simplified corporation formed or to be formed in Colombia;


 


“HCOL Share Pledge”
means the deed executed or to be executed by HLNG Colombia HoldCo in respect of HCOL;


 


“Höegh MLP Accession
Deed” means the Höegh MLP Accession Deed in the form set out at Schedule 9;


 


“Höegh MLP Effective
Date” means each date on which the share capital of FSRU III and/or FSRU IV and/or a Quotaholder and/or HLNG Colombia
Holdco is transferred to Höegh MLP or OPCO or another wholly owned subsidiary of Höegh MLP (and in relation to which
the Parent Company shall have provided not less than 20 days written notice to the Agent), which shall occur prior to three (3)
Months before the Maturity Date of the relevant Dropdown Borrower’s Loan;


 


“Höegh MLP Group”
means Höegh MLP and its Subsidiaries from time to time;


 


“Höegh MLP IPO”
means the initial public offering of the common units of Höegh MLP on the New York Stock Exchange or NASDAQ or such other
reputable stock exchange as is acceptable to the Majority Lenders;


 


“Höegh MLP Revolver”
means the revolving credit facility between the Parent Company as lender and Höegh MLP as borrower to be entered into in connection
with the Höegh MLP IPO;


 


"Holding Company"
means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary;


 


"IFRS" means
international accounting standards within the meaning of the IAS Regulation 1606/2002;


 


“ILA” means
the international lease agreement dated 1 November 2014 and made between FSRU IV as owner and SPEC as lessee;


 


“ILA Securities”
means any security provided to FSRU IV in respect of the ILA;


 


“ILA Securities Assignment”
means a first priority assignment by FSRU IV of the ILA Securities in favour of the Security Trustee;


 


“Increase Lender”
has the meaning given to that term in Clause 2.6 (Increase)


 


"Insolvency Event"
in relation to a Finance Party means that the Finance Party:


 




    	 	15	 



     

    

 


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



 


		(b)	becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally
to pay its debts as they become due;



 


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



 


		(d)	institutes or has instituted against it, by a regulator, supervisor or any similar official with
primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation
or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief
under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up
or liquidation by it or such regulator, supervisor or similar official;



 


		(e)	has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other
relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for
its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding
or petition is instituted or presented by a person or entity not described in paragraph (d) above and:



 


		(i)	results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making
of an order for its winding-up or liquidation; or



 


		(ii)	is not dismissed, discharged, stayed or restrained in each case within 90 days of the institution
or presentation thereof;



 


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



 


		(g)	seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator,
receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long
as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a
person or entity described in paragraph (d) above);



 


		(h)	has a secured party take possession of all or substantially all its assets or has a distress, execution,
attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and
such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within
90 days thereafter;



 


		(i)	causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction,
has an analogous effect to any of the events specified in paragraphs (a) to (h) above; or



 


		(j)	takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence
in, any of the foregoing acts;



 




    	 	16	 



     

    

 


“Insurances”
means all policies and contracts of insurance (which expression includes all entries of a Vessel in a protection and indemnity
or war risks association) which are from time to time during the Security Period in place or taken out or entered into by or for
the benefit of the Borrower owning a Vessel (whether in the sole name of that Borrower or in the joint names of that Borrower and
the Security Trustee or otherwise) in respect of a Vessel and her Earnings or otherwise howsoever in connection with that Vessel
and all benefits thereof (including claims of whatsoever nature and return of premiums);


 


"Interest Period"
means, in relation to a 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 9.3 (Default interest);


 


“Interpolated Screen
Rate” means, in relation to LIBOR for any 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:


 


		(a)	the applicable Screen Rate for the longest period (for which that Screen Rate is available) which
is less than the Interest Period of that Loan; and



 


		(b)	the applicable Screen Rate for the shortest period (for
which that Screen Rate is available) which exceeds the Interest Period of that Loan,



 


each as of the Specified Time
Quotation Day for the currency of that Loan.


 


“ISM Code”
means the International Safety Management Code (including the guidelines on its implementation), adopted by the International Maritime
Organisation Assembly as Resolutions A.741(18) and A.788 (19), as the same may be amended or supplemented from time to time);


 


“ISM Code Documentation”
means the document of compliance (DOC) and safety management certificate (SMC) issued by a Classification Society pursuant to the
ISM Code in relation to a Vessel within the periods specified by the ISM Code;


 


“ISM SMS”
means the safety management system which is required to be developed, implemented and maintained under the ISM Code;


 


“ISPS Code”
means the International Ship and Port Security Code of the International Maritime Organisation and includes any amendments or extensions
thereto and any regulations issued pursuant thereto;


 


“ISSC” means
an International Ship Security Certificate issued in respect of a Vessel pursuant to the ISPS Code;


 


“Legal Reservation”
means:


 


		(a)	the principle that equitable remedies may be granted or refused at the discretion of a court and
the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;



 


		(b)	the time barring of claims under the Limitation Acts, the possibility that an undertaking to approve
liability for or indemnifying a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaims;



 


		(c)	similar principles, rights and defence under the laws of any Relevant Jurisdiction; and



 




    	 	17	 



     

    

 


		(d)	any matters which are set out as qualifications or reservations as to matters of law of general
application in any of the legal opinions delivered pursuant to Clause 4 (Conditions of Utilisation) (including but not limited
to any Authorisation deemed to be required or desirable);



 


"Lender" means:


 


		(a)	any Original Lender; and



 


		(b)	any bank, financial institution, trust, fund or other entity which has become a Party as a Lender
in accordance with Clause 2.6 (Increase) or Clause 30 (Changes to the Lenders),



 


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


 


"LIBOR" means,
in relation to any Loan:


 


		(a)	the applicable Screen Rate; or



 


		(b)	(if no Screen Rate is available for the Interest Period of the Loan) the Interpolated Screen Rate
for the Loan; or



 


		(c)	if:



 


		(i)	no Screen Rate is available for the currency of that Loan;
or



 


		(ii)	no Screen Rate is available for the Interest Period of that Loan and it is not possible to calculate
an Interpolated Screen Rate for that Loan,



 


the Reference Bank Rate, as
of the Specified Time on the Quotation Day for the currency of that Loan and for a period equal in length to the Interest Period
of that Loan and, if such rate is below zero, LIBOR will be deemed to be zero;


 


“Loan” means
a Commercial Facility Vessel 1 Tranche Loan, a Commercial Facility Vessel 2 Tranche Loan, a Commercial Facility Vessel 1 Modification
Tranche Loan, an Eksportkreditt Facility Vessel 1 Tranche Loan or an Eksportkreditt Facility Vessel 2 Tranche Loan;


 


"LMA" means
the Loan Market Association;


 


“Loss Payable Clauses”
has the meaning given to that expression in the Deed of Covenant;


 


“Major Casualty Amount”
means US$2,500,000 (or the equivalent in any other currency) with respect to each Vessel;


 


"Majority Lenders"
means:


 


		(a)	at all times before the second Delivery Date or if there are no Loans then outstanding, a Commercial
Lender or Commercial Lenders whose Commitments under the Commercial Facility and a Bank Guarantor’s Commitments under the
Bank Guarantee Facility aggregate more than 662⁄3% of the Total Commitments under the Commercial Facility and the Bank Guarantee
Facility (or, if the Total Commitments under the Commercial Facility and the Bank Guarantee Facility have been reduced to zero,
aggregated more than 662⁄3% of the Total Commitments under the Commercial Facility and the Bank Guarantee Facility immediately
prior to the reduction); or



 




    	 	18	 



     

    

 


		(b)	at any other time a Commercial Lender or Commercial Lenders whose participations in the Loans then
outstanding and Bank Guarantees issued aggregate more than 662⁄3% of all Loans then outstanding and Bank Guarantees issued;



 


“Management Agreement”
means each agreement to be made between the relevant Borrower, EgyptCo or HCOL and a Manager in relation to the management
of a Vessel, in form and substance acceptable to the Agent;


 


“Management Agreement
Assignment” means an assignment of any Management Agreement required to be executed hereunder by the relevant Borrower,
EgyptCo or HCOL in connection with the relevant Vessel in favour of the Security Trustee in agreed form;


 


“Manager”
means a Subsidiary or Subsidiaries of the Parent Company and appointed by the relevant Borrower, as the commercial and/or technical
manager of the Vessel owned by it;


"Margin" means,
in respect of the Commercial Facility, 2.70 per cent.;


 


“Market Value”
means, at any relevant time, the value of a Vessel most recently determined in accordance with Clause 26.2 (Valuation of Vessels);


 


"Material Adverse Effect"
means a material adverse effect:


 


		(a)	on the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise)
of the Group taken as a whole;



 


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



 


		(c)	on the validity or enforceability of the Finance Documents or on the rights or remedies of any
Finance Party under the Finance Documents;



 


“Maturity Date”
means:


 


		(a)	in respect of a Commercial Loan or a Bank Guarantee, the earlier of:



 


		(i)	the date falling 5 years after the Delivery Date to which such Commercial Loan or Bank Guarantee
relates; and



 


		(ii)	30 June 2020; or



 


		(b)	in respect of an ECA Loan, the date falling 12 years after the Delivery Date to which such ECA
Loan relates;



 


“Month”
means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month,
except that:


 


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



 




    	 	19	 



     

    

 


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



 


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



 


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


 


“Mortgage”
means the first priority mortgage of each Vessel required to be executed and recorded hereunder by the relevant Borrower in favour
of the Security Trustee, in agreed form;


 


“Non-Consenting Lender”
has the meaning given to that term in Clause 42.3.3;


 


“Norwegian Content”
means the proportion of equipment and supplies provided in respect of the construction of a Vessel which qualifies as being of
Norwegian origin in accordance with the policy of the ECA Lender;


 


“Obligor”
means a Borrower, EgyptCo, a Corporate Guarantor or, after delivery of Vessel 2 under the relevant Time Charter, HCOL;


 


“OPCO” means
Höegh LNG Partners Operating LLC, a wholly owned subsidiary of Höegh MLP, incorporated in the Marshall Islands and having
its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960;


 


“OPCO Promissory Notes”
means the promissory notes issued or to be issued by OPCO in favour of the Original Shareholder in consideration of certain assets
of the Original Shareholder transferred or to be transferred by the Original Shareholder to OPCO;


 


“Operator”
means the Manager and/or any other person who is from time to time during the Security Period concerned in the operation of a Vessel
and falls within the definition of “Company” set out in rule 1.1.2 of the ISM Code;


 


“Original Financial
Statements” means the audited consolidated financial statements of the Parent Company and the pro-forma unaudited financial
statements of the Borrowers (consisting of a profit and loss statement, a balance sheet, a cashflow statement and an equity statement
of the Borrowers and each to be signed by the chief financial officer of the Borrowers) for the financial year ended 31 December
2013;


 


“Original Shareholder”
means Höegh LNG Ltd.;


 


“OSA” means
the FSRU operation and services agreement dated 1 November 2014 and originally made between SPEC as customer and the Parent Company
as contractor to be transferred by the Parent Company to HCOL;


 


“OSA Assignment”
means the first priority assignment by HCOL of the OSA in favour of the Security Trustee;


 




    	 	20	 



     

    

 


“OSA Account Security
Deed” means a deed executed or to be executed by HCOL in favour of the Security Trustee granting security in respect
of the OSA Earnings Account, if required by the Lenders;


 


“OSA Earnings Account”
means the Account to be opened in the name of HCOL with an account bank which HCOL and the Agent agree shall be the
OSA Earnings Account for the purposes of this Agreement


 


“Parent Company”
means Höegh LNG Holdings Ltd.;


 


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


 


"Party" means
a party to this Agreement;


 


“Permitted Liens”
means:


 


		(a)	Security created by the Finance Documents;



 


		(b)	liens for unpaid master's and crew's wages in accordance with maritime practice;



 


		(c)	liens for salvage;



 


		(d)	liens for master's disbursements incurred in the ordinary course of trading and any other lien
arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of a Vessel, provided such
liens do not secure amounts more than 30 days overdue;



 


		(e)	Security created in favour of a plaintiff or defendant in any proceedings or arbitration as security
for costs and expenses while an Obligor is actively prosecuting or defending such proceedings or arbitration in good faith by appropriate
steps and in respect of which appropriate reserves have been made provided that such proceedings or the continued existence of
such Security shall not, and may not reasonably be considered likely to, result in the arrest, sale, forfeiture or loss of a Vessel
or any interest in a Vessel;



 


		(f)	Security arising by operation of law in respect of Taxes which are not overdue for payment or in
respect of Taxes being contested in good faith by appropriate steps and in respect of which appropriate reserves have been made
provided that such proceedings or the continued existence of such Security shall not, and may not reasonably be considered likely
to, result in the arrest, sale, forfeiture or loss of a Vessel or any interest in a Vessel; and



 


		(g)	any other lien, the creation of which has been expressly disclosed in writing to the Agent prior
to the date of this Agreement and confirmed in writing by the Agent as acceptable;



 


“Permitted Security”
means any Security in favour of the Secured Parties or any of them created pursuant to the Security Documents and Permitted Liens;


 


“Pre-Delivery Loan”
means a Commercial Loan to be made available before the Delivery Date;


 




    	 	21	 



     

    

 


“Pre-Delivery Security
Assignment” means, in relation to each Vessel, an assignment of a relevant Building Contract and the relevant Refund
Guarantee required to be executed hereunder by the relevant Obligor in favour of the Security Trustee in agreed form;


 


“Proceedings”
means any litigation, arbitration, legal action or judicial, quasi-judicial or administrative proceedings whatsoever arising or
instigated by anyone in any court, tribunal, public office or other forum whatsoever and wheresoever (including, without limitation,
any action for provisional or permanent attachment of any thing or for injunctive remedies or interim relief and any action instigated
on an ex parte basis);


 


“Project Costs”
means, for a Vessel, the aggregate at any time of costs (incurred in relation to the construction and delivery of the relevant
Vessel) then due or already paid in respect of:


 


		(a)	plan approved costs, research and development costs, supervision costs, positioning costs, re-gas
commissioning costs, commissioning and other costs incurred in connection with the construction, delivery and outfitting of the
Vessel;



 


		(b)	costs of training and familiarisation of persons to be employed as crew on the Vessel;



 


		(c)	fees including legal fees in connection with the Transaction Documents;



 


		(d)	financing costs (including interest); or



 


		(e)	any other cost which the Agent (acting on the instructions of the Lenders) and the Borrowers agree
are to be included within the definition of Project Costs;



 


“Qualified Subsidiary”
means any member of the Höegh MLP Group and any Subsidiary of the Parent Company, other than any member of the Höegh
MLP Group or any Subsidiary of the Parent Company that may be excluded at the request of the Borrowers and subject to the approval
of the Majority Lenders;


 


“Quotaholders”
means each of Egypt Holding I and Egypt Holding II;


 


“Quotaholder Share
Pledge” means the deed executed or to be executed by the Original Shareholder in respect of each Quotaholder and (after
its share capital has been transferred to Höegh MLP or a wholly-owned subsidiary of Höegh MLP) any replacement Quotaholder
Share Pledge in respect of each Quotaholder to be executed by Höegh MLP or a wholly owned Subsidiary of Höegh MLP on
a Höegh MLP Effective Date in favour of the Security Trustee granting Security in respect of all their respective shares in
each Quotaholder;


 


“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 London Interbank Market in which case the Quotation Day will be determined by the
Agent in accordance with market practice in the London Interbank Market (and if quotations would normally be given by leading banks
in the London 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 Charged Property;


 


“Reference Bank Rate”
means the arithmetic means of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the
Reference Banks in relation to LIBOR, as the rate at which the relevant Reference Bank could borrow funds in the London interbank
market;


 




    	 	22	 



     

    

 


"Reference Banks"
means the principal London offices of Nordea Bank Norge ASA, DNB Bank ASA and such other banks as may be appointed by the Agent
in consultation with the Borrowers;


 


“Refund Guarantee”
means, in relation to each Vessel, the letter of guarantee issued by the relevant Refund Guarantor in favour of the Original Shareholder
in respect of the Builder’s obligations under the relevant Building Contract, in form and substance acceptable to the Lenders;


 


“Refund Guarantor”
means:


 


		(a)	in relation to Vessel 1, Kookmin Bank of 9-1 Namdiemunno 2-Ga, Jung-Gu, Seoul 100-092, South Korea;



 


		(b)	in relation to Vessel 2, Nonghyup Bank of NACF Headquarters bldg. Saemunan-ro 16, Chung-gu, Seoul,
South Korea;



 


or any other first-class international
bank acceptable to the Lenders;


 


“Related Fund”
in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager
or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose
investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund;


 


“Relevant Jurisdiction”
means, in relation to an Obligor, any jurisdiction in which it is incorporated, resident, domiciled, has a permanent establishment
or material assets or has a place of business;


 


“Repayment Date”
shall have the meaning as defined in Clause 7.1 (Repayment of Loans);


 


“Repayment Instalments”
shall have the meaning as defined in Clause 7.1 (Repayment of Loans);


 


“Repeating Representations”
means each of the representations set out in Clause 19.1 (Status), Clause 19.3 (Binding Obligations) to Clause 19.7
(Governing law and enforcement), Clause 19.10 (No Default), Clause 19.11 (No misleading information), Clause
19.12 (Financial Statements), Clause 19.16 (Ranking) to Clause 19.18 (Legal and beneficial ownership) and
Clause 19.26 (Sanctions);


 


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


 


“Requisition”
means the requisition for title or other compulsory acquisition, requisition, appropriation, expropriation, deprivation, forfeiture
or confiscation howsoever for any reason of a Vessel by any Government Entity or other competent authority, whether de jure or
de facto, but shall exclude requisition for use or hire not involving requisition of title;


 


“Requisition Compensation”
means all sums of money or other compensation from time to time payable during the Security Period by reason of Requisition;


 




    	 	23	 



     

    

 


"Restricted Party"
means a person:


 


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



 


		(b)	that is domiciled, registered as located or having its main place of business in, or is incorporated
under the laws of, a country which is subject to Sanctions Laws; or



 


		(c)	that is directly or indirectly owned or controlled by a person referred to in (i) and/or (ii) above
; or



 


		(d)	with which any Lender is prohibited from dealing or otherwise engaging in a transaction with by
any Sanctions Laws;



 


"Sanctions Authority"
means the Norwegian State, the United Nations, the European Union, the member states of the European Union, the United States of
America and any authority acting on behalf of any of them in connection with Sanctions Laws;


 


"Sanctions Laws"
means the economic or financial sanctions laws and/or regulations, trade embargoes, prohibitions, restrictive measures, decisions,
executive orders or notices from regulators implemented, adapted, imposed, administered, enacted and/or enforced by any Sanctions
Authority;


 


"Sanctions List"
means any list of persons or entities published in connection with Sanctions Laws by or on behalf of any Sanctions Authority;


 


“Scheduled Delivery
Date” means (i) for Vessel 1, 30 June 2014 and (ii) for Vessel 2, 30 April 2016;


 


“Screen Rate”
means in relation to LIBOR the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other
person which takes over the administration of that rate) for dollars for the relevant period displayed on pages LIBOR01 or LIBOR02
of the Reuters screen (or any replacement 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 Reuters. If such page or service ceases to be available, the Agent
may specify another page or service displaying the relevant rate after consultation with the Borrower and the Lenders;


 


“Secured Party”
means each Finance Party from time to time party to this Agreement or a Receiver or Delegate;


 


"Security"
means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement
or arrangement having a similar effect;


 


“Security Documents”
means


 


		(a)	the Account Security Deeds;



 


		(b)	the Borrower Shares Security Deeds;



 


		(c)	the Corporate Guarantor Shares Security Deeds;



 


		(d)	the Quotaholder Share Pledge;



 




    	 	24	 



     

    

 


		(e)	any Deeds of Covenant;



 


		(f)	any General Assignment;



 


		(g)	any Management Agreement Assignment;



 


		(h)	the Mortgages;



 


		(i)	the Pre-Delivery Security Assignments;



 


		(j)	any Time Charter Assignment;



 


		(k)	the Swap Contract Assignments;



 


		(l)	the EgyptCo Lease Assignment;



 


		(m)	the EgyptCo Quota Pledge Security;



 


		(n)	the EGAS Contract Earnings Assignment;



 


		(o)	the EGAS Guarantee Assignment;



 


		(p)	the ILA Securities Assignment;



 


		(q)	the OSA Assignment;



 


		(r)	the Trust Agreement;



 


		(s)	the HCOL Share Pledge;



 


		(t)	the OSA Account Security Deed; and



 


		(u)	any other documents as may have been or shall from time to time after the date of this Agreement
be executed to guarantee and/or to govern and/or secure all or any part of the Loans, interest thereon and other moneys from time
to time owing by the Borrowers pursuant to this Agreement (whether or not any such document also secures moneys from time to time
owing pursuant to any other document or agreement);



 


“Security Maintenance
Ratio” shall have the meaning as defined in Clause 26.1 (Security cover);


 


“Security Party”
means each party to a Security Document other than a Finance Party;


 


“Security Period”
means the period commencing on the date of this Agreement and continuing for so long as any moneys are owing actually or contingently
under the Finance Documents and while any Loan and/or any Swap Liabilities remain outstanding;


 


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


 


“Shareholder”
means, until the relevant Höegh MLP Effective Date, (i) in respect of HLNG Cyprus, FSRU III, (ii) in respect of FSRU IV
and HCOL, HLNG Colombia HoldCo; (iii) in respect of FSRU III, OPCO, (iv) in respect of the Quotaholders, the Original Shareholder
and (v) in respect of HLNG Colombia HoldCo, the Original Shareholder, and, following the relevant Höegh MLP Effective Date,
means in respect of FSRU IV and/or HLNG Colombia HoldCo, Höegh MLP or OPCO, or another wholly-owned Subsidiary of Höegh
MLP;


 




    	 	25	 



     

    

 


“SPEC” means
Sociedad Portuaria El Cayao S.A. E.S.P.;


 


“Specified Time"
means a time determined in accordance with Schedule 6 (Timetables);


 


"Sponsor Affiliate"
means Leif Höegh & Co Limited (“Leif Höegh & Co”), each of its Affiliates, any trust of which
Leif Höegh & Co or any of its Affiliates is a trustee, any partnership of which Leif Höegh & Co or any of its
Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, Leif Höegh &
Co or any of its Affiliates provided that any such trust, fund or other entity which has been established for at least 6 months
solely for the purpose of making, purchasing or investing in loans or debt securities and which is managed or controlled independently
from all other trusts, funds or other entities managed or controlled by Leif Höegh & Co or any of its Affiliates which
have been established for the primary or main purpose of investing in the share capital of companies shall not constitute a Sponsor
Affiliate.


 


"Subsidiary"
means a subsidiary within the meaning of section 1159 of the Companies Act 2006;


 


“Swap Confirmation”
in relation to any Swap Transaction, shall have the meaning given in the relevant Swap Contract;


 


“Swap Contract”
means a master agreement for any Swap Transactions entered into or to be entered into between an Obligor and a Swap Bank and includes
all Swap Confirmations from time to time exchanged under a Swap Contract;


 


“Swap Contract Assignment”
means the assignment of a Swap Contract required to be executed hereunder by an Obligor in favour of the Security Trustee in agreed
form;


 


“Swap Liabilities”
means indebtedness incurred by an Obligor under a Swap Contract;


 


“Swap Payment”
means each periodic payment or termination payment payable under a Swap Contract by an Obligor to the relevant Swap Bank or by
the relevant Swap Bank to an Obligor;


 


“Swap Transaction”
means a transaction entered into by an Obligor pursuant to a Swap Contract for the purpose of hedging the Borrowers’ exposure
under this Agreement to interest rate changes;


 


"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);


 


“Time Charter”
means any time charterparty of a Vessel for a period exceeding 12 Months (including optional extensions) entered into by the relevant
Borrower in relation to the Vessel owned by it including, in the case of Vessel 1, the charter between the Egypt Branch of HLNG
Cyprus and Egypt Co and the EGAS Contract and, in the case of Vessel 2, the ILA and the OSA;


 




    	 	26	 



     

    

 


“Time Charter Assignment”
means an assignment of a Time Charter required to be executed hereunder by the relevant Group member party to it in favour of the
Security Trustee in agreed form (but without any restrictions in such assignment on amendments or variation of the Time Charter)
and subject to the execution of a quiet enjoyment agreement (where required by a charterer and in a form reasonably acceptable
to the Lenders);


 


“Total Bank Guarantee
Facility Commitments” means the aggregate amount of the Bank Guarantee Facility Commitments being an amount of up to
US$80,000,000 at the date of this Agreement;


 


"Total Commitments"
means the aggregate of the Total Commercial Facility Commitments and the Total Eksportkreditt Facility Commitments and the Total
Bank Guarantee Facility Commitments;


 


“Total Commercial
Facility Commitments” means the aggregate of the Total Commercial Facility Vessel 1 Tranche Commitments, the Total Commercial
Facility Vessel 2 Tranche Commitments and the Total Commercial Facility Vessel 1 Modification Tranche Commitments, being an amount
of up to US$332,000,000 at the date of this Agreement;


 


“Total Commercial
Facility Vessel 1 Tranche Commitments” means the aggregate of the Commercial Facility Vessel 1 Tranche Commitments,
being an amount of up to US$156,000,000 at the date of this Agreement;


 


“Total Commercial
Facility Vessel 1 Modification Tranche Commitments” means an amount of us to US$12,000,000 at the date of this Agreement;


 


“Total Commercial
Facility Vessel 2 Tranche Commitments” means the aggregate of the Commercial Facility Vessel 2 Tranche Commitments,
being an amount of up to US$164,000,000 at the date of this Agreement;


 


“Total Eksportkreditt
Facility Commitments” means the aggregate of the Eksportkreditt Facility Vessel 1 Tranche Commitments and the Eksportkreditt
Facility Vessel 2 Tranche Commitments, being an amount of up to US$80,000,000 at the date of this Agreement;


 


“Total Loss”
means in relation to a Vessel:


 


		(a)	the actual, constructive, compromised or arranged total loss of that Vessel; or



 


		(b)	the Requisition of that Vessel; or



 


		(c)	the hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation of that
Vessel (other than Requisition) by any Government Entity, or by persons allegedly acting or purporting to act on behalf of any
Government Entity, unless the Vessel will be released and restored to the relevant Borrower within twelve Months after such incident;



 


“Transaction Documents”
means the Finance Documents and the Underlying Documents;


 


“Transaction Security”
means the security constituted or intended to be constituted by the Security Documents;


 




    	 	27	 



     

    

 


"Transfer Certificate"
means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed
in writing between the Agent and the Borrowers;


 


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


 


		(a)	the proposed Transfer Date specified in the Transfer Certificate; and



 


		(b)	the date on which the Agent executes the Transfer Certificate;



 


“Trust Agreement”
means the agreement required to be executed hereunder between the Borrowers, the Bank Guarantors, the Corporate Guarantors, the
Lenders, the Swap Banks, the Agent, the Account Bank and the Security Trustee, in agreed form;


 


“Underlying Documents”
means:


 


		(a)	the Building Contracts;



 


		(b)	the Insurances;



 


		(c)	the Management Agreements; and



 


		(d)	the Refund Guarantees.



 


"Unpaid Sum"
means any sum due and payable but unpaid by an Obligor under the Finance Documents;


 


“US GAAP”
means the generally accepted accounting principles of the United States of America;


 


“US Tax Obligor”
means:


 


		(a)	an Obligor which is resident for tax purposes in the United States of America; or



 


		(b)	an Obligor some or all of whose payments under the Finance Documents are from sources within the
United States for US federal income tax purposes;



 


"Utilisation"
means the making of a Loan or the issuance of a Bank Guarantee under a Facility;


 


"Utilisation Date"
means the date of a Utilisation, being the date on which the relevant Loan is to be made or the relevant Bank Guarantee is to be
issued;


 


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


 


"VAT" means:


 


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



 




    	 	28	 



     

    

 


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



 


“Vessel”
means Vessel 1 or Vessel 2;


 


“Vessel 1”
means the floating, storage and regasification unit being built by the Builder as described in Schedule 4, (Vessels) pursuant
to the relevant Building Contract delivered to the Original Shareholder and originally sold to FSRU III on the relevant Delivery
Date and on-sold to HLNG Cyprus and registered in the relevant Borrower’s name under an Approved Flag;


 


“Vessel
1 Building Contract” means, in relation to Vessel 1, the building contract dated 13 February 2012 and as amended by Addendum
No. 1 dated 13 February 2012, an Addendum dated 26 March 2012 and Addendum No. 3 dated 14 November 2012 entered into between the
Builder and the Original Shareholder as may be amended and supplemented and novated to the relevant Borrower after the date of
this Agreement;


 


“Vessel 1 Earnings
Account” means each account to be opened in the name of the relevant Borrower with (i) the Account Bank and (ii) if requested
by the Agent in respect of any Earnings in Egyptian Pounds payable to the Egypt Branch of HLNG Cyprus under the EgyptCo Lease,
an Egyptian bank reasonably acceptable to the Agent, which such Borrower and the Agent agree shall be the Vessel 1 Earnings Account
for the purpose of this Agreement;


 


“Vessel 1 Modification”
means the addition of a fourth LNG train to Vessel 1 to be carried out following the Vessel 1 Delivery Date at the Vessel 1 Modification
Yard;


 


“Vessel 1 Modification
Cost” means US$19,000,000;


 


“Vessel 1 Modification
Yard” means the shipyard carrying out the Vessel 1 Modification, being the Builder or as may be approved by the Lenders
(such approval not to be unreasonably withheld or delayed);


 


“Vessel 2”
means the floating, storage and regasification unit being built by the Builder as described in Schedule 4 (Vessels) pursuant
to the relevant Building Contract to be delivered to the Original Shareholder who will sell to the relevant Borrower on the relevant
Delivery Date and registered in the relevant Borrower’s name under an Approved Flag;


 


“Vessel 2 Earning
Account” means the account to be opened in the name of the relevant Borrower with the Account Bank which such Borrower
and the Agent agree shall be the Vessel 1 Earnings Account for the purpose of this Agreement; and


 


“Vessel 2 Building
Contract” means, in relation to Vessel 2, the building contract dated 8 October 2012 entered into between the Builder
and the Shareholder as may be amended and supplemented and novated to the relevant Borrower after the date of this Agreement.


 


		1.2	Construction



 


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



 


		(a)	the "Agent", the “Bank Guarantors”, the "Mandated Lead
Arranger", any "Finance Party", any "Lender", either “Borrower”,
any “Corporate Guarantor”, any “Obligor”, any “Swap Bank”,
any “Security Party”, the “Security Trustee” or any "Party" shall be construed
so as to include its successors in title, permitted assigns and permitted transferees;



 




    	 	29	 



     

    

 


		(b)	a document in “agreed form” is a document which is previously agreed in writing
by or on behalf of, the Borrowers and the Agent acting on the instructions of the Lenders, or, if not so agreed, is in the form
specified by the Agent acting on the instructions of the Lenders;



 


		(c)	"assets" includes present and future properties, revenues and rights of every
description;



 


		(d)	a “Finance Document” or "Transaction Document" or any other
agreement or instrument is a reference to that Finance Document, that Transaction Document or other agreement or instrument as
amended, novated, supplemented, extended or restated;



 


		(e)	"indebtedness" includes any obligation (whether incurred as principal or as surety)
for the payment or repayment of money, whether present or future, actual or contingent;



 


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



 


		(g)	a "regulation" includes any regulation, rule, official directive, request or guideline
(whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory,
self-regulatory or other authority or organisation;



 


		(h)	a “provision of law” is a reference to that provision as amended or re-enacted;
and



 


		(i)	a “time of day” is a reference to Oslo time;



 


		(j)	any reference to “NORDEA BANK NORGE ASA” and/or “NORDEA BANK
FINLAND PLC” (either directly or indirectly in its capacity as Lender, Agent, Security Trustee, Account Bank, Bank Guarantor
or Swap Bank (as relevant) or any other capacity) in the Finance Documents shall be automatically construed as a reference to “NORDEA
BANK AB” in the event of any corporate reconstruction, merger, amalgamation, consolidation between NORDEA BANK NORGE
ASA and/or NORDEA BANK FINLAND PLC (as relevant) and NORDEA BANK AB where NORDEA BANK AB is the surviving
entity and acquires all the rights of and assumes all the obligations of NORDEA BANK NORGE ASA and/or NORDEA BANK FINLAND
PLC (as relevant) and nothing in the Finance Documents shall be construed so as to restrict, limit or impose any notification
or other requirement or condition on either NORDEA BANK NORGE ASA and/or NORDEA BANK FINLAND PLC (as relevant) or
NORDEA BANK AB in respect of the acquisition of rights to or assumption of obligations by NORDEA BANK AB hereunder
or under any other Finance Documents pursuant to such corporate reconstruction, merger, amalgamation or consolidation.



 


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



 




    	 	30	 



     

    

 


		1.2.3	A term defined in Clause 1.1 (Definitions) in the singular shall include the plural and
in the plural shall include the singular.



 


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



 


		1.2.5	A Default or an Event of Default is "continuing" if it has not been remedied or
waived.



 


		1.3	Currency Symbols and Definitions



 


		1.3.1	“dollars” and “US$” denote the lawful currency of the United
States of America.



 


		1.4	Third party rights



 


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


 




    	 	31	 



     

    

 


SECTION 2

THE FACILITIES


 


		2.	The Facilities



 


		2.1	Commercial Facility



 


Subject to the terms of this
Agreement, the Commercial Lenders make available to the Borrowers a dollar term loan facility in three tranches in an aggregate
amount of up to the Total Commercial Facility Commitments being:


 


		(a)	the Commercial Facility Vessel 1 Tranche in an aggregate amount which is the lesser of:



 


		(i)	US$156,000,000; and



 


		(ii)	an amount which, together with the Eksportkreditt Facility Vessel 1 Tranche, does not exceed 65
per cent. of the Delivered Cost of Vessel 1;



 


		(b)	the Commercial Facility Vessel 2 Tranche in an aggregate amount which is the lesser of:



 


		(i)	US$164,000,000; and



 


		(ii)	an amount which, together with the Eksportkreditt Facility Vessel 2 Tranche, does not exceed 65
per cent. of the Delivered Cost of Vessel 2;



 


		(c)	the Commercial Facility Vessel 1 Modification Tranche, in an aggregate amount which is the lesser
of:



 


		(i)	US$12,000,000; and



 


		(ii)	65 per cent of the Vessel 1 Modification Cost.



 


		2.2	Eksportkreditt Facility



 


Subject to the terms of this
Agreement, the ECA Lender makes available to the Borrowers a dollar term loan facility in two tranches in an aggregate amount of
up to the Total Eksportkreditt Facility Commitments being:


 


		(a)	in respect of Vessel 1, the Eksportkreditt Facility Vessel 1 Tranche in an aggregate amount which
is the lesser of:



 


		(i)	US$44,000,000; and



 


		(ii)	an amount which, together with the Commercial Facility Vessel 1 Tranche does not exceed 65 per
cent. of the amount of the Delivered Cost of Vessel 1; and



 


		(b)	in respect of Vessel 2, Eksportkreditt Facility Vessel 2 Tranche in an aggregate amount which is
the lesser of:



 


		(i)	US$36,000,000; and



 




    	 	32	 



     

    

 


		(ii)	an amount which, together with the Commercial Facility Vessel 2 Tranche does not exceed 65 per
cent. of the Delivered Cost of Vessel 2.



 


		2.3	Bank Guarantee Facility



 


Subject to the terms of this
Agreement, the Bank Guarantors make available to the Borrowers a guarantee facility in an aggregate amount of up to the Total Bank
Guarantee Facility Commitments being:


 


		(a)	in respect of Vessel 1, an amount equal to the Eksportkreditt Facility Vessel 1 Tranche:



 


		(b)	in respect of Vessel 2, an amount equal to the Eksportkreditt Facility Vessel 2 Tranche.



 


		2.4	Consolidation of Loans



 


The first Interest Period applicable
to the second and any subsequent Loan under each Facility shall end on the last day of the Interest Period applicable to the Loan
then current under the relevant Facility and, following the second Höegh MLP Effective Date, those Loans will be consolidated
into, and treated as, a single Loan under the relevant Facility.


 


		2.5	Finance Parties' rights and obligations



 


		2.5.1	The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance
Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance
Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.



 


		2.5.2	The rights of each Finance Party under or in connection with the Finance Documents are separate
and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate
and independent debt.



 


		2.5.3	A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its
rights under the Finance Documents.



 


		2.6	Increase



 


		2.6.1	The Borrowers may by giving prior notice to the Agent by no later than the date falling three (3)
Business Days after the effective date of a cancellation of:



 


		(a)	the Available Commitments of a Defaulting Lender in accordance with Clause 8.13 (Right
of cancellation in relation to a Defaulting Lender); or



 


		(b)	the Commitments of a Lender or Bank Guarantor in accordance with Clause 8.1 (Illegality),



 


request that the Total Commitments
be increased (and the Total Commitments under that Facility shall be so increased) in an aggregate amount of up to the amount of
the Available Commitments or Commitments so cancelled as follows:


 




    	 	33	 



     

    

 


		(c)	the increased Commitments will be assumed by one or more Lenders, Bank Guarantors or other banks,
financial institutions, trusts, funds or other entities (each an "Increase Lender") selected by the Borrowers
(each of which shall not be a member of the Group or a Sponsor Affiliate and which is further acceptable to the Agent, and the
other Bank Guarantors (each acting reasonably)) and each of which confirms its willingness to assume and does assume all the obligations
of a Lender and/or Bank Guarantor corresponding to that part of the increased Commitments which it is to assume, as if it had been
an Original Lender and Original Bank Guarantor provided that, no Lender or Bank Guarantor shall be under any obligation to increase
its Commitment under this Clause 2.6;



 


		(d)	an Increase Lender which assumes the cancelled Commitments of a Lender under the Commercial Facility
shall also assume the cancelled Commitments of that Lender under the Bank Guarantee Facility;



 


		(e)	each of the Obligors and any Increase Lender shall assume obligations towards one another and/or
acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase
Lender been an Original Lender and/or Original Bank Guarantor;



 


		(f)	each Increase Lender shall become a Party as a "Lender" and/or “Bank Guarantor”
and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against
one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an
Original Lender and/or Original Bank Guarantor;



 


		(g)	the Commitments of the other Lenders and Bank Guarantors shall continue in full force and effect;
and



 


		(h)	any increase in the Total Commitments shall take effect on the date specified by the Borrowers
in the notice referred to above or any later date on which the conditions set out in Clause 2.6.2 below are satisfied.



 


		2.6.2	An increase in the Total Commitments will only be effective on:



 


		(a)	the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;



 


		(b)	in relation to an Increase Lender which is not a Lender and/or a Bank Guarantor immediately prior
to the relevant increase:



 


		(i)	the Increase Lender entering into a Security Party Accession
Deed; and



 


		(ii)	the performance by the Agent of all necessary "know your customer" or other similar checks
under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the
completion of which the Agent shall promptly notify to the Borrowers and the Increase Lender;



 


		2.6.3	Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt)
that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite
Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.



 




    	 	34	 



     

    

 


		2.6.4	Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender,
the Borrowers shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of US$3,500
and the Borrowers shall promptly on demand pay the Agent and the Security Trustee the amount of all costs and expenses (including
legal fees) reasonably incurred by either of them and, in the case of the Security Trustee, by any Receiver or Delegate in connection
with any increase in Commitments under this Clause 2.6.



 


		2.6.5	The Borrowers may pay to the Increase Lender a fee in the amount and at the times agreed between
the Borrowers and the Increase Lender in a Fee Letter.



 


		2.6.6	Clause 30.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis
mutandis in this Clause 2.6 in relation to an Increase Lender as if references in that Clause to:



 


		(a)	an "Existing Lender" where references to all the Lenders and Bank Guarantors immediately
prior to the relevant increase;



 


		(b)	the "New Lender" were references to that "Increase Lender"; and



 


		(c)	a "re-transfer" and "re-assignment" were references to respectively
a "transfer" and "assignment".



 


		3.	Purpose



 


		3.1	Purpose



 


		3.1.1	The Borrowers agree that all amounts borrowed under the Commercial Facility shall be applied towards
financing or refinancing part of the Contract Price, the Project Costs or the Vessel 1 Modification Cost.



 


		3.1.2	The Borrowers agree that all amounts borrowed under the Eksportkreditt Facility shall be applied
towards financing or refinancing part of the Contract Price.



 


		3.1.3	The Borrowers agree that the Bank Guarantees shall be issued under the Bank Guarantee Facility
to guarantee obligations in respect of Loans borrowed under the Eksportkreditt Facility.



 





		3.2	Monitoring






 


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


 


		4.	Conditions of Utilisation



 


		4.1	Initial conditions precedent



 


		4.1.1	Prior to the execution of this Agreement, the Agent shall have received, all the documentation
and other evidence listed in Part I of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent.
The Agent shall notify the Borrowers and the Finance Parties promptly upon being so satisfied.



 


		4.1.2	The Borrowers may not deliver a Utilisation Request in respect of the first Utilisation unless
the Agent has received all the documentation and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in
form and substance satisfactory to the Agent. The Agent shall notify the Borrowers and the Lenders promptly upon being so satisfied.



 




    	 	35	 



     

    

 


		4.1.3	Subject to Clause 4.1.1 and 4.1.2, the Commercial Lenders will only be obliged to comply with Clause
5.4 (Lenders’ Participation) in relation to a Utilisation in respect of a Pre-Delivery Loan if, on the proposed Utilisation
Date for that Utilisation, the Agent has received all of the documents and other evidence listed in Part III of Schedule 2 (Conditions
Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Borrowers and the Commercial Lenders
promptly upon being so satisfied.



 


		4.1.4	Subject to Clause 4.1.1 and 4.1.2, the Lenders will only be obliged to comply with Clause 5.4 (Lenders’
Participation) in relation to a Utilisation in respect of a Delivery Loan and the Bank Guarantors shall only be obliged to
comply with Clause 5.5 (Bank Guarantors’ Participation) in relation to a Utilisation in respect of a Bank Guarantee
related to a Delivery Loan, if, on the proposed Utilisation Date, the Agent has received all of the documents and other evidence
listed in Part IV of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent, provided that each
Lender shall make its participation in each Loan available for transfer to an account at the Builder’s bank three (3) Business
Days in advance of the relevant Delivery Date, such funds to be held to the order of the Agent and released in accordance with
the Borrowers’ instructions contained in the relevant Utilisation Request upon satisfaction of the conditions precedent for
a Delivery Loan set out in this Clause 4. The Agent shall notify the Borrowers, the Lenders and the Bank Guarantors promptly upon
being so satisfied.



 


		4.1.5	Subject to Clause 4.1.1 and 4.1.2, the Commercial Lenders will only be obliged to comply with Clause
5.4 (Lenders’ Participation) in relation to a Utilisation in respect of a Commercial Facility Vessel 1 Modification
Loan, if, on the proposed Utilisation Date, the Agent has received all of the documents and other evidence listed in Part VI of
Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Borrowers
and the Lenders promptly upon being so satisfied.



 


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



 


		4.2	Further conditions precedent



 


		4.2.1	The Lenders will only be obliged to comply
with Clause 5.4 (Lenders' Participation) and the Bank Guarantors shall only be obliged to comply with Clause 5.5 (Bank
Guarantors’ Participation) if on the proposed Utilisation
Date:



 


		(a)	no Default is continuing or would result from the proposed Loan;



 


		(b)	all representations and warranties set forth in Clause 19 (Representations) shall be true
and correct on and as of the Utilisation Date (although any representations and warranties which expressly relate to a given date
or period shall be required to be true and correct only as of the respective date or for the respective period, as the case may
be), before and after giving effect to such Utilisation and to the application of proceeds therefrom, as though made on and as
of such date;



 




    	 	36	 



     

    

 


		(c)	no mandatory prepayment event as set out in Clause 8 (Prepayment and Cancellation) has occurred
or would result from the proposed Loan; and



 


		(d)	in the case of any Loan to be made under the Eksportkreditt Facility (i) the Norwegian Content
(certified by the exporters’ declarations in a form and substance acceptable to the ECA Lender) is at least 125 per cent.
of the aggregate of the amount of that Loan and (ii) a Bank Guarantee is to be issued on the same Utilisation Date in the same
amount as the Loan.



 


		4.2.2	Prior to Vessel 2 commencing service under the Time Charter, the Borrowers will provide to the
Agent all of the relevant documents and evidence listed in Part V of Schedule 2 (Conditions Precedent) in a form and substance
satisfactory to the Agent.



 


		4.3	Conditions subsequent



 


		4.3.1	The Borrowers, the Parent Company,
FSRU III, HLNG Colombia HoldCo, the Original Shareholder and Höegh MLP (each as relevant) each undertake to provide to the
Agent, on or before each Höegh MLP Effective Date, the documents set out in Part VII of Schedule 2 with respect to FSRU IV
and/or FSRU III and/or HLNG Colombia Holdco and/or Quotaholders whose share capital is transferred on such Höegh MLP Effective
Date;



 


		4.3.2	On each Höegh MLP Effective Date, no Default or Event of Default shall have occurred and be
continuing.



 


		4.3.3	If, on a Delivery Date, the Borrowers do not request a Utilisation in respect of a Delivery Loan
but there is then a Pre-Delivery Loan outstanding, the Borrowers shall be obliged to provide to the Agent all of the documents
and evidence listed in Part IV of Schedule 2 (Conditions Precedent) in a form and substance satisfactory to the Agent.



 




    	 	37	 



     

    

 


SECTION 3

UTILISATION


 


		5.	Utilisation



 


		5.1	Delivery of a Utilisation Request



 


The Borrowers may utilise a
Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.


 


		5.2	Completion of a Utilisation Request



 


		5.2.1	Each Utilisation Request is irrevocable and will not be regarded as having been duly completed
unless:



 


		(a)	it identifies the Facility to be utilised;



 


		(b)	the proposed Utilisation Date is a Business Day within the relevant Availability Period;



 


		(c)	the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);
and



 


		(d)	the proposed Interest Period complies with Clause 10 (Interest Periods).



 


		5.2.2	Only one Utilisation may be
                                         requested in each Utilisation Request;



 


		5.3	Currency and amount



 


		5.3.1	The currency specified in a Utilisation Request must be dollars.



 


		5.3.2	The amount of a proposed Utilisation shall be an amount which is not more than the relevant Available
Facility.



 


		5.3.3	Pre-Delivery Loans shall each be in a minimum amount of US$1,000,000 and in an aggregate amount
of up to the lesser of:



 


		(a)	US$15,000,000; and



 


		(b)	5 per cent. of the relevant Vessel’s Delivered Cost prior to the relevant Delivery Date,



 


and are subject to the condition
that 35 per cent. of the relevant Vessel’s Delivered Cost shall have been paid by an Obligor to the Builder by the time such
Pre-Delivery Loan is made.


 


		5.3.4	The Utilisation under the Vessel 1 Modification Loan shall be in one amount being the lesser of:



 


		(a)	US$12,000,000; and



 


		(b)	65 per cent. of the Vessel 1 Modification Cost.



 




    	 	38	 



     

    

 


		5.4	Lenders' participation



 


		5.4.1	If the conditions set out in this Agreement have been met, each Lender shall make its participation
in each Loan available by the Utilisation Date through its Facility Office.



 


		5.4.2	The amount of each Lender's participation in each Loan will be equal to the proportion borne by
its Available Commitment, in the case of a Commercial Lender, or Commitment, in the case of the ECA Lender, to the Available Facility
immediately prior to making the Loan.



 


		5.4.3	The Agent shall notify each Lender of the amount of each Loan and the amount of its participation
in that Loan by the Specified Time.



 


		5.5	Bank Guarantors’ participation



 


		5.5.1	If the conditions set out in this Agreement have been met, each Bank shall issue its Bank Guarantee
through its Facility Office and deliver it to the Agent (for delivery by the Agent to the ECA Lender) on the same Utilisation Date
as the relevant Delivery Loan.



 


		5.5.2	The amount of each Bank Guarantee will be equal to the proportion borne by the relevant Bank Guarantor’s
Commitment to the Available Facility immediately prior to the issuance of the Bank Guarantee.



 


		5.5.3	The Agent shall notify each Bank Guarantor of the amount of each Loan to be made under the Eksportkreditt
Facility and the amount of the Bank Guarantee to be issued by the Bank Guarantor by the Specified Time.



 


		5.6	Cancellation of Commitments



 


		5.6.1	The Commitments which are unutilised at the end of the relevant Availability Period shall be immediately
cancelled on such date.



 


		6.	Bank Guarantees



 


		6.1	Demands under Bank Guarantees



 


		6.1.1	If the ECA Lender makes a demand under a Bank Guarantee or the Bank Guarantor incurs in connection
with a Bank Guarantee any other liability, cost, claim, loss or expense which is to be reimbursed pursuant to this Agreement, the
Borrower shall immediately on demand pay the Agent (for further distribution to the Bank Guarantors) an amount equal to the amount
demanded by the ECA Lender or such liability, cost, claim, loss or expense, provided that the Borrower shall be obliged only to
pay these amounts in the same instalments permitted under the terms of the Bank Guarantee unless either: (a) the Agent has given
notice to the Obligors pursuant to Clause 29.19 (Acceleration); or (b) the Borrowers are obliged to make a mandatory prepayment
pursuant to Clause 8.8 (Mandatory prepayment – payment under Bank Guarantee), in which cases the Borrower shall be
obliged to pay these amounts in the same lump sum permitted under the terms of the Bank Guarantee.



 


		6.1.2	If the ECA Lender, following an Event of Default, wishes to make a demand for payment under a Bank
Guarantee, such demand must be made pro rata under each Bank Guarantee issued in relation to the relevant Loan.



 


		6.1.3	The ECA Lender shall be entitled to make demands under a Bank Guarantee for a period of up to three
months after the Maturity Date of the Bank Guarantee, which in no way shall limit the obligations of the Borrowers under Clause
6.1.1.



 




    	 	39	 



     

    

 


		6.2	Borrowers’ liabilities in relation to Bank Guarantees



 


		6.2.1	The obligations of the Borrowers set out in Clause 6.1.1 shall be in addition to and independent
of every other Security which the Bank Guarantors (or the Security Trustee on their behalf) may at any time hold in respect of
the Borrowers’ obligations hereunder.



 


		6.2.2	Any settlement or discharge between a Borrower and a Bank Guarantor shall be conditional upon no
security or payment to the Bank Guarantor by the Borrower, or any other person on behalf of the Borrower, being avoided or reduced
by virtue of any laws relating to bankruptcy, insolvency, liquidation or similar laws of general application and, if any such security
or payment is so avoided or reduced, the Bank Guarantor shall be entitled to recover the value or amount of such security or payment
from the Borrower subsequently as if such settlement or discharge had not occurred.



 


		6.2.3	A Bank Guarantor shall be entitled to make any payment in accordance with the terms of a Bank Guarantee
without any reference to or further authority from the Borrowers or any other investigation or enquiry, provided that a Bank Guarantor
may only pay its guarantee liability before a claim has been made by the ECA Lender if an Event of Default has occurred which is
continuing and the other Bank Guarantors pay their guarantee liabilities in pro rata amounts at the same time.



 


		6.2.4	The Borrowers irrevocably authorise the Bank Guarantors to comply with any demand under a Bank
Guarantee which is valid on its face and to make any other payment the Bank Guarantors are obliged or entitled to make under the
terms of the Bank Guarantees.



 


		6.3	Reduction of Bank Guarantees



 


		6.3.1	To the extent that an ECA Loan is repaid or prepaid by the Borrowers, the relevant Bank Guarantees
shall be reduced proportionately.



 


		6.3.2	Any amounts owing in respect of the Bank Guarantees (but which have not already become due and
payable pursuant to Clause 6.1 (Demands under Bank Guarantees) shall become due and payable on the Maturity Date of the
Bank Guarantee.



 


		6.4	Subrogation



 


		6.4.1	The relevant Bank Guarantor shall, when all or a part of the amounts have been paid under the respective
Bank Guarantee, automatically without any notice or formalities of any kind, have the right of subrogation, corresponding to the
amounts paid under the respective Bank Guarantees, into the rights of the ECA Lender under the Finance Documents. The Borrowers
waive any right to dispute or delay a subrogation or the rights of the ECA Lender under the Finance Documents to the Bank Guarantors,
and the Borrowers undertake to sign and execute any document reasonably required by the Bank Guarantors in connection with a subrogation
as aforesaid.



 


		6.4.2	In the event that a subrogation right should occur and all the Eksportkreditt Facility and all
amounts outstanding in relation to Eksportkreditt Facility have been paid to the ECA Lender, the ECA Lender shall assign its right
pursuant to the Finance Documents to the Bank Guarantors (or whomsoever they choose to nominate), who shall become party to the
Finance Documents and thereby replacing the ECA Lender in all respects, and any settlement in case of realisation of the assets
of the Borrowers shall be made between the Bank Guarantors (or whomsoever they choose to nominate) on a pari passu basis
based on such parties’ proportionate shares subject always to Clause 36.5 (Application of Payments).



 




    	 	40	 



     

    

 


		6.4.3	This Clause 6.4 takes effect subject to Clause 6.1.1.



 


		6.5	No double liability



 


No Obligor shall be obliged
to make a payment under or pursuant to this Clause 6 if a corresponding payment has previously been made by an Obligor in respect
of the Eksportkreditt Facility under or pursuant to the other provisions of this Agreement.


 




    	 	41	 



     

    

 


SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION


 


		7.	Repayment



 


		7.1	Repayment of Loans



 


		7.1.1	The Borrowers shall repay the Loans made in respect of each Facility in consecutive quarterly instalments
as follows:



 


		(a)	in the case of the Commercial Facility Vessel 1 Tranche and Commercial Facility Vessel 2 Tranche,
one sixty-fourth of the amount of such Commercial Facility Vessel 1 Tranche or Commercial Facility Vessel 2 Tranche, as applicable,
drawn down;



 


		(b)	in the case of the Commercial Facility Vessel 1 Modification Tranche, one sixtieth of the amount
of the Commercial Facility Vessel 1 Modification Tranche drawn down; and



 


		(c)	in the case of the Eksportkreditt Facility Vessel 1 Tranche and Eksportkreditt Facility Vessel
2 Tranche, one forty-eighth of the amount of such Eksportkreditt Facility Vessel 1 Tranche or Eksportkreditt Facility Vessel 2
Tranche, as applicable, drawn down,



 


in each case other than the
final such instalment which shall be in an amount which reduces the amount outstanding under each Facility to zero on the relevant
Maturity Date (each a “Repayment Instalment”).


 


		(a)	The first Repayment Instalment of the Commercial Facility Vessel 1 Tranche shall become due on
1 December 2014 and the following Repayment Instalment shall become due 3-Monthly thereafter, with the final Repayment Instalment
becoming due on the Maturity Date (each a “Repayment Date”);



 


		(b)	The first Repayment Instalment for the Export Credit Facility Vessel 1 Tranche shall become due
on the date falling 3-Months after the Delivery Date for Vessel 1 and the following Repayment Instalment shall become due 3-Monthly
thereafter, with the final Repayment Instalment becoming due on the Maturity Date (each a “Repayment Date”);



 


		(c)	The first Repayment Instalment for the Commercial Facility Vessel 1 Modification Tranche shall
become due on the date falling 3-Months after the Utilisation Date on the Vessel 1 Modification Tranche Loan and the following
Repayment Instalment shall become due 3-Monthly thereafter, with the final Repayment Instalment becoming due on the Maturity Date
(each a “Repayment Date”); and



 


		(d)	The first Repayment Instalment for each of the Commercial Facility Vessel 2 Tranche and the Export
Credit Facility Vessel 2 Tranche shall become due on the date falling 3-Months after the Delivery Date for Vessel 2 and the following
Repayment Instalment shall become due 3-Monthly thereafter, with the final Repayment Instalment becoming due on the Maturity Date
(each a “Repayment Date”).



 




    	 	42	 



     

    

 


		7.1.2	Any payment made by the Borrower to the Agent pursuant to Clause 6.1.1, shall reduce the amount
due to the ECA Lender under the relevant ECA Loan.



 


		7.2	Reborrowing



 


The Borrowers may not reborrow
any part of a Facility which is repaid.


 


		8.	Prepayment and cancellation



 


		8.1	Illegality



 


If it becomes unlawful in any
applicable jurisdiction for a Lender or a Bank Guarantor to perform any of its obligations as contemplated by this Agreement or
to fund or maintain its participation in any Loan or to issue any Bank Guarantee (as applicable):


 


		(a)	that Lender or a Bank Guarantor (as applicable) shall promptly notify the Agent upon becoming aware
of that event;



 


		(b)	upon the Agent notifying the Borrowers, the Available Commitment of that Lender or Commitment of
that Bank Guarantor (as applicable) will be immediately cancelled; and



 


		(c)	the Borrowers shall replace the relevant Bank Guarantee with alternative security acceptable to
the ECA Lender (if the corresponding portion of the ECA Loan guaranteed by such Bank Guarantee has not been repaid) and/or shall
repay that Lender’s participation in the Loans on the last day of the Interest Period for each Loan occurring after the Agent
has notified the Borrowers or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier
than the last day of any applicable grace period permitted by law).



 


		8.2	Mandatory Prepayment –
                                         Sale or Total Loss



 


		8.2.1	On the date of sale of a Vessel or on the date falling 180 days after that on which a Vessel becomes
a Total Loss (or, if earlier, on the date upon which the relevant insurance proceeds are, or Requisition Compensation is, received
by the relevant Borrower (or the Security Trustee or any other Finance Party pursuant to the Security Documents)), the Borrowers
shall prepay the Loans relating to that Vessel in an amount equal to the higher of (a) the outstanding amount of any Loans relating
to that Vessel and (b) the Market Value of that Vessel (based on valuations provided by an Approved Broker not less than 90 days
before such prepayment) divided by the Market Value of both Vessels multiplied by the total amount of Loans then outstanding under
this Agreement.



 


		8.2.2	For the purpose of this Agreement, a Total Loss shall be deemed to have occurred:



 


		(a)	in the case of an actual total loss of a Vessel, on the actual date and at the time such Vessel
was lost or, if such date is not known, on the date on which such Vessel was last reported;



 


		(b)	in the case of a constructive total loss of a Vessel, upon the date and at the time notice of abandonment
of such Vessel is given to the then insurers of such Vessel (provided a claim for total loss is admitted by such insurers) or,
if such insurers do not immediately admit such a claim, at the date and at the time at which either a total loss is subsequently
admitted by such insurers or a total loss is subsequently adjudged by a competent court of law or arbitration tribunal to have
occurred;



 




    	 	43	 



     

    

 


		(c)	in the case of a compromised or arranged total loss of a Vessel, on the date upon which a binding
agreement as to such compromised or arranged total loss has been entered into by the then insurers of such Vessel;



 


		(d)	in the case of Requisition, on the date upon which the relevant requisition of title or other compulsory
acquisition occurs; and



 


		(e)	in the case of hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation
of a Vessel (other than where the same amounts to Requisition of such Vessel) by any Government Entity, or by persons allegedly
acting or purporting to act on behalf of any Government Entity, which deprives the Borrower of the use of the Vessel for more than
30 days, upon the expiry of the period of twelve Months after the date upon which the relevant incident occurred.



 


		8.3	Mandatory Prepayment – termination of Building Contract or Refund Guarantee



 


		8.3.1	If a Building Contract is cancelled, terminated or rescinded for any reason other than by expiry
in accordance with its terms, the Borrowers shall prepay the Loans relating to such Vessel.



 


		8.3.2	If a Refund Guarantee is cancelled, terminated or rescinded for any reason other than by expiry
in accordance with its terms and such Refund Guarantee has not been immediately replaced by a new refund guarantee on terms acceptable
by the Lenders and from a guarantor acceptable to the Lenders, the Borrowers shall prepay the Loans relating to such Vessel.



 


		8.4	Mandatory Prepayment - Change of control



 


In the event that:


 


		8.4.1	a Borrower (directly or indirectly) ceases to be a wholly owned subsidiary of the Original Shareholder
or Höegh MLP (following the Höegh MLP Effective Date with respect to such Borrower);



 


		8.4.2	Leif O. Høegh, Morten W. Høegh and each of their direct descendants (the “Individuals”)
and trusts of which the Individuals are respectively principal beneficiaries individually or together:



 


		(a)	cease to beneficially own and control (directly or indirectly) in excess of one third of the entire
issued share capital and voting rights of the Parent Company, other than as a result of:



 


		(i)	a dilution following an issuance of new equity; or



 


		(ii)	a conversion by Mitsui OSK Lines, Limited, Statoil ASA and/or Tokyo LNG Tanker Co. Ltd. of their
ownership share in a joint venture existing on the date of this Agreement to shares in the Parent Company; or



 


		(b)	are no longer the largest shareholder of the Parent Company;



 




    	 	44	 



     

    

 


		8.4.3	the Parent Company and/or companies directly owned 100 per cent. and controlled by the Parent Company
individually or together:



 


		(a)	cease to own beneficially 100 per cent. of the share capital of the Original Shareholder; or



 


		(b)	following the first Höegh MLP Effective Date, cease to own beneficially an ownership interest
of at least 25 per cent. of the Höegh MLP and 50 per cent. of the general partner of Höegh MLP; or



 


		(c)	following the first Höegh MLP Effective Date, cease to control directly or indirectly the
general partner of Höegh MLP.



 


		8.4.4	following the first Höegh MLP Effective Date, a majority of the board of directors of Höegh
MLP cease to consist of directors that were:



 


		(a)	appointed by the general partner of Höegh MLP prior to the first annual meeting of its unitholders;
and/or



 


		(b)	recommended for election by a majority of the appointed directors of Höegh MLP,



 


the Borrowers shall prepay
all of the Loans within 60 days.


 


		8.5	Mandatory prepayment – cessation of guarantees



 


If, for any reason whatsoever,
a Bank Guarantee ceases to be legally valid and binding or have full force and effect, the ECA Lender may cancel its Commitment
and declare all outstanding indebtedness relating to the Eksportkreditt Facility immediately due and payable.


 


		8.6	Mandatory Prepayment – rating downgrade of a Bank Guarantor



 


If at any time the credit rating
of a Bank Guarantor falls below Baa2 by Moody’s, BBB by Standard & Poor’s and/or BBB by Fitch (as applicable) the
ECA Lender is entitled to demand that the Borrowers substitute that Bank Guarantor with a guarantor acceptable to the ECA Lender
within sixty (60) days after a demand by the ECA Lender. If the Borrowers fail to replace the Bank Guarantor, the ECA Lender may
cancel its Commitment and declare all outstanding indebtedness relating to the Eksportkreditt Facility immediately due and payable.


 


		8.7	Mandatory prepayment – no refinancing of Bank Guarantors’ Guarantees



 


If the refinancing of a Bank
Guarantee is not secured by the Borrowers on terms acceptable to the ECA Lender within three (3) months prior to the Maturity Date
of the Bank Guarantee, all outstanding amounts under the Eksportkreditt Facility shall be repaid on or prior to the Maturity Date
of the Bank Guarantee.


 


		8.8	Mandatory prepayment – payment under Bank Guarantee



 


If a demand has been made under
a Bank Guarantee pursuant to Clause 6.1 (Demands under Bank Guarantees) and the Borrowers do not refinance the Commercial
Loans within three (3) months prior to the first Maturity Date of the Commercial Loans on terms acceptable to the Bank Guarantors,
all outstanding amounts under the Commercial Facility and the Eksportkreditt Facility shall be repaid on or prior to the first
Maturity Date of the Commercial Loans.


 




    	 	45	 



     

    

 


		8.9	Voluntary cancellation



 


The Borrowers may, if they
give the Agent not less than 3 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 US$5,000,000 and, if more, in multiples of US$1,000,000) of an Available Facility.
Any cancellation under this Clause 8.8 shall reduce the Commitments of the Lenders rateably under each Facility. The Commitments
of the Bank Guarantors under the Bank Guarantee Facility shall be reduced in proportion to the reduction of the Commitment of the
ECA Lender under the Eksportkreditt Facility.


 


		8.10	Voluntary prepayment of Loans



 


		8.10.1	The Borrowers may, if they give the Agent not less than 3 Business Days' (or such shorter period
as the Majority Lenders may agree) prior written notice, prepay the whole or any part of any Facility (but, if in part, being an
amount that reduces the amount of the applicable Facility by a minimum amount of US$5,000,000 (or such lower amount as agreed by
the Agent) and, if more, in multiples of US$1,000,000).



 


		8.10.2	Any prepayment under this Clause 8.10 shall satisfy the obligations
under Clause 7.1 (Repayment of Loans) by being applied against the Repayment Instalments of the applicable Facility in inverse
order of maturity, including any balloon payment of the Commercial Facility. Any prepayment under this Clause 8.10 shall be applied
pro rata across the Loans under the applicable Facility for each Vessel.



 


		8.11	Right of repayment and cancellation in relation to a single Lender



 


		8.11.1	If:



 


		(a)	any sum payable to any Lender by an Obligor is required to be increased under Clause 13.2 (Tax
Gross-up); or



 


		(b)	any Lender claims indemnification from an Obligor under
Clause 13.3 (Tax indemnity) or Clause 14 (Increased Costs),



 


the Borrowers may, whilst the
circumstance giving rise to the requirement for indemnification continues, give the Agent notice of cancellation of the Commitment
of that Lender and its intention to procure the repayment of that Lender's participation in the Loans.


		8.11.2	On receipt of a notice referred to in Clause 8.11.1, the Commitment of that Lender shall immediately
be reduced to zero.



 


		8.11.3	On the last day of the then current Interest Period which ends after the Borrowers have given notice
under Clause 8.11.1 (or, if earlier, the date specified by the Borrowers in that notice), the Borrowers shall repay that Lender's
participation in that Loan.



 


		8.12	Effect on Swap Contract



 


On or prior to any repayment
or prepayment of any part of a Loan, or if any part of a Facility in respect of which a Swap Transaction has been entered into
is not utilised under this Agreement prior to the end of the applicable Availability Period, the Borrowers shall wholly or partially
reverse, unwind, offset or terminate (and settle at the then mark-to-market valuation) one or more of the Swap Transactions forming
part of the relevant Swap Contract so that the net aggregate notional principal amount of the continuing Swap Transactions does
not exceed the aggregate amount of the Loans for the relevant Facility.


 




    	 	46	 



     

    

 


		8.13	Right of cancellation in relation to a Defaulting Lender



 


		8.13.1	If any Lender becomes a Defaulting Lender, the Borrowers may, at any time whilst the Lender continues
to be a Defaulting Lender, give the Agent 5 Business Days' notice of cancellation of each Available Commitment of that Lender.



 


		8.13.2	On the notice referred to in Clause 8.13.1 above becoming effective, each Available Commitment
of the Defaulting Lender shall immediately be reduced to zero.



 


		8.13.3	The Agent shall as soon as practicable after receipt of a notice referred to in Clause 8.13.1 above,
notify all the Lenders and the Bank Guarantors.



 


		8.14	Restrictions



 


		8.14.1	Any notice of cancellation or prepayment given by any Party under this Clause 8 (Prepayment
and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date
or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.



 


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



 


		8.14.3	The Borrowers shall not repay or prepay all or any part of a Loan or cancel all or any part of
the Commitments except at the times and in the manner expressly provided for in this Agreement.



 


		8.14.4	Subject to Clause 2.6 (Increase), no amount of the Total Commitments cancelled under this
Agreement may be subsequently reinstated.



 


		8.14.5	If the Agent receives a notice under this Clause 8 (Prepayment and Cancellation) it shall
promptly forward a copy of that notice to either the Borrowers or the affected Lender, as appropriate and provide a copy of such
notice to the Bank Guarantors.



 




    	 	47	 



     

    

 


SECTION 5

COSTS OF UTILISATION


 


		9.	Interest



 


		9.1	Calculation of interest



 


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


		9.1.1	in the case of a Loan under the Commercial Facility, the aggregate of the applicable:



 


		(a)	Margin; and



 


		(b)	LIBOR; or



 


		9.1.2	in the case of a Loan under the Eksportkreditt Facility, the CIRR Interest Rate of:



 


		(a)	2.38 per cent. per annum for an Eksportkreditt Facility Vessel 1 Tranche Loan; or



 


		(b)	2.27 per cent. per annum for an Eksportkreditt Facility Vessel 2 Tranche Loan.



 


		9.2	Payment of interest



 


The Borrower shall pay accrued
interest on each Loan on the last day of each Interest Period (and, if the Interest Period is longer than three Months, on the
dates falling at three-Monthly intervals after the first day of the Interest Period).


 


		9.3	Default interest



 


		9.3.1	If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest
shall accrue on the overdue amount from the due date, up to the date of actual payment (both before and after judgment) at a rate
which, subject to Clause 9.3.2 below, is (i) in the case of a Commercial Loan, two percentage points higher than the rate which
would have been payable if the overdue amount had, during the period of non-payment, constituted a Commercial Loan in the currency
of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably); or (ii) in
the case of an ECA Loan, the higher of (a) the CIRR Interest Rate plus 2.00 per cent. per annum or (b) three months LIBOR plus
2.00 per cent. per annum. Any interest accruing under this Clause 9.3 (Default Interest) shall be immediately payable by
the Obligor on demand by the Agent.



 


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



 


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



 


		(b)	the rate of interest applying to the overdue amount during that first Interest Period shall be
two percentage points higher than the rate which would have applied if the overdue amount had not become due.



 


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



 




    	 	48	 



     

    

 


		9.4	Notification of rates of interest



 


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


 


		10.	Interest Periods



 


		10.1	Selection of Interest Periods



 


		10.1.1	The Borrowers may select an Interest Period for a Loan in the Utilisation Request for that Loan
or (if the Loan has already been borrowed) in a Selection Notice.



 


		10.1.2	Each Selection Notice for a Loan is irrevocable and must be delivered to the Agent by the Borrowers
not later than the Specified Time.



 


		10.1.3	If the Borrowers fail to select an Interest Period in the Utilisation Request or fail to deliver
a Selection Notice to the Agent in accordance with Clause 10.1.2 above, the relevant Interest Period will, subject to Clause 10.2
(Changes to Interest Periods), be three Months.



 


		10.1.4	Subject to this Clause 10 (Interest Periods), the Borrowers may select an Interest Period
for a Commercial Loan of three Months or any other period agreed between the Borrowers and the Agent (acting on the instructions
of all the Commercial Lenders) and for an ECA Loan of three Months. In addition the Borrowers may select an Interest Period of
less than one Month, if necessary to ensure that the Loan has an Interest Period ending on a Repayment Date.



 


		10.1.5	An Interest Period for a Loan shall not extend beyond the relevant Maturity Date.



 


		10.1.6	Each Interest Period for a Loan shall start on the Utilisation Date or (if already made) on the
last day of its preceding Interest Period.



 


		10.2	Changes to Interest Periods



 


If any Interest Period would
otherwise overrun a Repayment Date, then, in the case of the last Repayment Date, such Interest Period shall end on such Repayment
Date, and in the case of any other Repayment Date or Repayment Dates the relevant Loan shall be divided into parts so that there
is one part in the amount of the Repayment Instalment due on each Repayment Date falling during that Interest Period and having
an Interest Period ending on the relevant Repayment Date and another part in the amount of the balance of the relevant Loan having
an Interest Period ascertained in accordance with Clause 10.1 and the other provisions of this Clause 10.


 


		10.3	Non-Business Days



 


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


 


		11.	Changes to the calculation of interest



 


		11.1	Absence of quotations



 


Subject to Clause 11.2 (Market
disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation
by the Specified Time on the Quotation Day, LIBOR shall be determined on the basis of the quotations of the remaining Reference
Banks.


 




    	 	49	 



     

    

 


		11.2	Market disruption



 


		11.2.1	If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate
of interest on each Commercial Lender's share of that Loan for the Interest Period shall be the percentage rate per annum which
is the sum of:



 


		(a)	the Margin; and



 


		(b)	the rate notified to the Agent by that Lender as soon as practicable and in any event before interest
is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that
Lender of funding its participation in that Loan from whatever source it may reasonably select.



 


		11.2.2	In this Agreement "Market Disruption Event" means:



 


		(a)	at or about noon on the Quotation Day for the relevant Interest Period LIBOR is to be determined
by reference to the Reference Banks and none or only one of the Reference Banks supplies a rate to the Agent to determine LIBOR
for dollars for the relevant Interest Period; or



 


		(b)	before close of business in London on the Quotation Day for the relevant Interest Period, the Agent
receives notifications from a Commercial Lender or Commercial Lenders whose participations in a Loan exceed 50 per cent. of that
Loan that the cost to it or them of obtaining matching deposits in the London Interbank Market would be in excess of LIBOR.



 


		11.3	Alternative basis of interest or funding



 


		11.3.1	If a Market Disruption Event occurs and the Agent or the Borrowers so require, the Agent and the
Borrowers shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis
for determining the rate of interest.



 


		11.3.2	Any alternative basis agreed pursuant Clause 11.3.1 above shall, with the prior consent of all
the Lenders and the Borrowers, be binding on all Parties.



 


		11.4	Break Costs



 


		11.4.1	The Borrowers shall, within three Business Days of demand by a Finance Party, pay to that Finance
Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrowers on a day other than the
last day of an Interest Period for that Loan or Unpaid Sum.



 


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



 




    	 	50	 



     

    

 


		12.	Fees



 


		12.1	Commitment fee



 


		12.1.1	The Borrowers shall pay to the Agent (for the account of each Commercial Lender) a fee in respect
of the Commercial Facility computed at the rate per annum equal to 40 per cent. of the Margin on the daily unutilised Commitment
of such Lender under that Facility for the period which commenced on the date of this Agreement and shall end at the end of the
Availability Period applicable to that Facility.



 


		12.1.2	The accrued Commitment Fee is payable on each date on which interest is due under Clause 9.2 (Payment
of Interest), on the last day of the relevant Availability Period and, if cancelled in full, on the cancelled amount of the
relevant Lender's Commitments at the time the cancellation is effective.



 


		12.1.3	No Commitment Fee is payable hereunder to the Agent (for the account of a Lender) on any Available
Commitment of that Lender for any day on which that Lender is a Defaulting Lender.



 


		12.2	Agency Fee



 


The Borrowers shall pay to
the Agent, on the date of this Agreement and annually thereafter, an agency fee in the amount and at the times agreed in a Fee
Letter.


 


		12.3	Arrangement fee



 


The Borrowers shall pay to
the Agent (for the account of each Mandated Lead Arranger) an arrangement fee in the amount and at the times agreed in a Fee Letter.


 


		12.4	Guarantee Commission and Commitment Fee



 


		12.4.1	The Borrowers shall pay to the Agent (for the account of each Bank Guarantor) on each date on which
interest is due under Clause 9.2 (Payment of Interest) in respect of the Loan guaranteed, the Guarantee Commission on the
then outstanding stated amount of the Bank Guarantees issued by the Bank Guarantors under the Eksportkreditt Facility.



 


		12.4.2	The Borrowers shall pay to the Agent (for the account of each Bank Guarantor) a fee in respect
of the Bank Guarantee Facility computed at the rate per annum equal to 40 per cent. of the Guarantee Commission on the daily unutilised
Bank Guarantee Facility Commitment of such Bank Guarantor under the Bank Guarantee Facility for the period which commenced on the
date of this Agreement to and including the date of issuance of the Bank Guarantee, payable on each date on which interest is due
under Clause 9.2 (Payment of Interest), on the last day of the relevant Availability Period and, if cancelled in full, on
the cancelled amount of the relevant Bank Guarantor’s Commitments at the time the cancellation is effective.



 




    	 	51	 



     

    

 


SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS


 


		13.	Tax gross up and indemnities



 


		13.1	Definitions



 


		13.1.1	In this Agreement:



 


“Tax Credit”
means a credit against, relief or remission for, or repayment or refund 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 Swap Contract),
other than a FATCA Deduction.


 


“Tax Payment”
means either the increase in a payment made by an Obligor to a Finance Party under Clause 13.2 (Tax gross-up) or a payment
under Clause 13.3 (Tax indemnity).


 


		13.1.2	Unless a contrary indication appears, in this Clause 13 a reference to "determines" or
"determined" means a determination made in the absolute discretion of the person making the determination.



 


		13.2	Tax gross-up



 


		13.2.1	Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction
is required by law.



 


		13.2.2	An Obligor shall promptly upon becoming aware that it must make a Tax Deduction (or that there
is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender and/or Bank Guarantor
and/or Swap Bank shall notify the Agent on becoming so aware in respect of a payment payable to that Lender and/or Bank Guarantor
and/or Swap Bank. If the Agent receives such notification from a Lender and/or Bank Guarantor it shall notify that Obligor and/or
Swap Bank.



 


		13.2.3	If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from
that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which
would have been due if no Tax Deduction had been required.



 


		13.2.4	If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and
any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.



 


		13.2.5	Within thirty (30) days of making either a Tax Deduction or any payment required in connection
with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the
payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate
payment has been paid to the relevant taxing authority.



 


		13.2.6	The Agent, the Lenders, Bank Guarantors,
the Swap Banks and the Obligors shall cooperate in completing any procedural formalities necessary for an Obligor to make payments
to all Lenders, Bank Guarantors and Swap Banks without a Tax Deduction.



 




    	 	52	 



     

    

 


		13.3	Tax indemnity



 


		13.3.1	The Obligors shall (within three Business Days of demand by the Agent) pay to a Finance Party an
amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered
for or on account of Tax by that Finance Party in respect of a Finance Document.



 


		13.3.2	Clause 13.3.1 shall not apply:



 


		(a)	with respect to any Tax assessed on a Finance Party:



 


		(i)	under the law of the jurisdiction in which that Finance Party is incorporated or, if different,
the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or is engaged or deemed to be engaged in
a trade or a business or has a presence for tax purposes; or



 


		(ii)	under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect
of amounts received or receivable in that jurisdiction,



 


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


 


		(b)	to the extent a loss, liability or cost is compensated for by an increased payment under Clause
13.2 (Tax gross-up); or



 


		(c)	to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party.



 


		13.3.3	A Finance Party making, or intending to make a claim under Clause 13.3.1 shall promptly notify
the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Obligors.



 


		13.3.4	A Finance Party shall, on receiving a payment from an Obligor under this Clause 13.3, notify the
Agent.



 


		13.4	Tax Credit



 


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


 


		(a)	a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part,
or to that Tax Payment; and



 


		(b)	that Finance Party has obtained, utilised and retained that Tax Credit,



 


the Finance Party shall pay
an amount to that 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 that Obligor.


 


		13.5	Stamp taxes



 


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


 




    	 	53	 



     

    

 


		13.6	Value added tax



 


		13.6.1	All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which
(in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which
is chargeable on that supply. Accordingly, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party
in connection with a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT,
that Party must pay to such Finance Party (in addition to and at the same time as paying the consideration for such supply) an
amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).



 


		13.6.2	Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses,
that Party shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect
of the costs or expenses to the extent that the Finance Party reasonably determines that it is not entitled to credit or repayment
or refund of the VAT from the relevant tax authority.



 


		13.6.3	In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably
requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party's VAT registration
and such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation
to such supply.



 


		13.7	FATCA Information



 


		13.7.1	Subject to Clause 13.7.3 below, each Party shall, within ten (10) Business Days of a reasonable
request by another Party:



 


		(a)	confirm to that other Party whether it is:



 


		(i)	a FATCA Exempt Party; or



 


		(ii)	not a FATCA Exempt Party; and



 


		(b)	supply to that other Party such forms, documentation and other information relating to its status
under FATCA (including its applicable "passthru payment percentage" or other information required under the US Treasury
Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the
purposes of that other Party's compliance with FATCA.



 


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



 


		13.7.3	Clause 13.7.1 above shall not oblige any Finance Party to do anything which would or might in its
reasonable opinion constitute a breach of:



 


		(a)	any law or regulation;



 


		(b)	any fiduciary duty; or



 




    	 	54	 



     

    

 


		(c)	any duty of confidentiality.



 


		13.7.4	If a Party fails to confirm its status or to supply forms, documentation or other information requested
in accordance with Clause 13.7.1 above (including, for the avoidance of doubt, where Clause 13.7.3 above applies), then:



 


		(a)	if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party
shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and



 


		(b)	if that Party failed to confirm its applicable "passthru payment percentage" then such
Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable "passthru
payment percentage" is 100%,



 


until (in each case) such time
as the Party in question provides the requested confirmation, forms, documentation or other information.


 


		13.7.5	If a Borrower is a US Tax Obligor, or where the Agent reasonably believes that its obligations
under FATCA require it, each Lender and Bank Guarantor shall, within ten (10) Business Days of:



 


		(a)	where a Borrower is a US Tax Obligor and the relevant Lender is an Original Lender and the relevant
Bank Guarantor is an Original Bank Guarantor the date of this Agreement;



 


		(b)	where a Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer
Date; or



 


		(c)	the date a new US Tax Obligor accedes as a Borrower; or



 


		(d)	where a Borrower is not a US Tax Obligor, the date of
a request from the Agent,



 


supply to the Agent:


 


		(a)	a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or



 


		(b)	any withholding statement and other documentation, authorisations and waivers as the Agent may
require to certify or establish the status of such Lender under FATCA.



 


The Agent shall provide any
withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender and Bank Guarantor
pursuant to this Clause 13.7.5 to a Borrower and shall be entitled to rely on any such withholding certificate, withholding statement,
documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action taken
by it under or in connection with this Clause 13.7.5.


 


		13.7.6	Each Lender and Bank Guarantor agrees that if any withholding certificate, withholding statement,
documentation, authorisations and waivers provided to the Agent pursuant to Clause 13.7.5 above is or becomes materially inaccurate
or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and
waivers or promptly notify the Agent in writing of its legal inability to do so. The Agent shall provide any such updated withholding
certificate, withholding statement, documentation, authorisations and waivers to a Borrower. The Agent shall not be liable for
any action taken by it under or in connection with this Clause 13.7.6.



 




    	 	55	 



     

    

 


		13.8	FATCA Deduction



 


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



 


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



 


		14.	Increased costs



 


		14.1	Increased costs



 


		14.1.1	Subject to Clause 14.3 (Exceptions) the Borrowers shall, within three Business Days of a
written demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance
Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration
or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.



 


		14.1.2	In this Agreement:



 


		(a)	"Increased Costs" means:



 


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



 


		(ii)	an additional or increased cost; or



 


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



 


which is incurred or suffered
by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its
Commitments or funding or performing its obligations under any Finance Document.


 


		(b)	“Basel III" means:



 


		(i)	the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel
III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework
for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical
capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or
restated;



 




    	 	56	 



     

    

 


		(ii)	the rules for global systemically important banks contained in “Global Systemically important
banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by Basel Committee
on Bank Systems in November 2011, as amended, supplemented or restated; and



 


		(iii)	any further guidance or standards published by the Basel Committee on Banking Supervision relating
to "Basel III”.



 


		14.2	Increased cost claims



 


		14.2.1	A Finance Party intending to make a claim pursuant to Clause 14.1 (Increased costs) shall
notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrowers.



 


		14.2.2	Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate
confirming the amount of its increased costs and providing reasonable detail as to the computation of such amount.



 


		14.3	Exceptions



 


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



 


		(a)	attributable to a Tax Deduction required by law to be made by an Obligor;



 


		(b)	compensated for by Clause 13.3 (Tax indemnity) (or would have been compensated for under
Clause 13.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in Clause 13.3.2 applied);



 


		(c)	attributable to a FATCA Deduction required to be made by a Party;



 


		(d)	attributable to breach by, the relevant Finance Party or its Affiliates of any law or regulation,
which breach is wilful or attributable to the gross negligence of that party; or



 


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



 


		14.3.2	In this Clause 14.3, a reference to a "Tax Deduction" has the same meaning given
to the term in Clause 13.1 (Definitions).



 


		15.	Other indemnities



 


		15.1	Currency indemnity



 


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



 




    	 	57	 



     

    

 


		(a)	making or filing a claim or proof against that Obligor;



 


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



 


that Obligor shall as an independent
obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or
liability arising out of or as a result of the conversion including any discrepancy between (i) the rate of exchange used to convert
that Sum from the First Currency into the Second Currency and (ii) the rate or rates of exchange available to that person at the
time of its receipt of that Sum.


 


		15.1.2	Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance
Documents in a currency or currency unit other than that in which it is expressed to be payable.



 


		15.2	Other indemnities



 


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



 


		(a)	the occurrence of any Event of Default;



 


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



 


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



 


		(d)	a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by
the Borrowers; or



 


		(e)	the conduct of any Obligor or any of their partners, directors, officers, employees, agents or
advisors that violates any Sanctions Law.



 


		15.2.2	The Obligors hereby indemnify and agree to hold harmless each of the Finance Parties and in each
case each of its and their Affiliates and each of their respective officers, directors, employees, agents, advisors and representatives
(each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, legal
expenses and expenses (altogether “Losses”), joint or several, that may be incurred by or asserted or awarded
against any Indemnified Party, in each case arising out of or in connection with or relating to any claim, investigation, litigation
or proceeding (or the preparation of any defence with respect thereto) commenced or threatened in relation to a Finance Document
(or the transactions contemplated hereby or thereby) any use made or proposed to be made with the proceeds of a Facility or in
connection with any law relating to the safety at sea, the ISM Code or any Sanctions Laws. This indemnity shall apply whether or
not such claims, investigation, litigation or proceeding is brought by an Obligor, an Obligor’s shareholder or creditor,
an Indemnified Party or any other person, or an Indemnified Party is otherwise a party thereto, except to the extent such Losses
are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's
gross negligence or wilful misconduct.



 




    	 	58	 



     

    

 


		15.3	Indemnity to the Agent



 


The Borrowers shall promptly
indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:


 


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



 


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



 


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



 


		(d)	any cost, loss or liability (including, without limitation, for negligence or any other category
of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct)
(or, in the case of any cost, loss or liability pursuant to Clause ‎36.9
(Disruption to Payment Systems etc.) notwithstanding the Agent's negligence, gross negligence or any other category of liability
whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents.



 


		15.4	Environmental indemnity



 


The Borrowers shall indemnify
each Finance Party on demand and hold it harmless from and against all costs, claims, expenses, payments, charges, losses, demands,
liabilities, actions, Proceedings (civil or criminal), penalties, fines, damages, judgements, orders or sanctions which may be
incurred or made or asserted whensoever against such Finance Party at any time, whether before or after the repayment in full of
principal and interest under this Agreement, arising howsoever out of an Environmental Claim made or asserted against such Finance
Party which would not have been, or been capable of being, made or asserted against such Finance Party had it not entered into
any of the Finance Documents or been involved in any of the resulting or associated transactions.


 


		15.5	Exclusions



 


The indemnities contained in
this Clause 15 shall not extend to any claim or liability of a Finance Party to the extent that such claim or liability:


 


		(a)	is one in respect of which the Finance Party is expressly and specifically indemnified and has
received and is entitled to retain such indemnity under any other provision of this Agreement or any other Finance Document; or



 


		(b)	is a cost or expense (including but not limited to normal administrative costs or overhead expenses)
which the Finance Parties have agreed to bear under this Agreement or any other Finance Document; or



 


		(c)	is directly and exclusively caused by any material failure on the part of that Finance Party to
comply with any of its obligations under the Finance Documents.



 




    	 	59	 



     

    

 


		16.	Mitigation by the Finance Parties



 


		16.1	Mitigation



 


		16.1.1	Each Finance Party shall, in consultation with the Borrowers, take all reasonable steps to mitigate
any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant
to, any of Clause 8.1 (Illegality), Clause 13 (Tax gross-up and indemnities) or Clause 14 (Increased costs)
including (but not limited to) transferring its rights and obligations under the Finance Documents to an Affiliate or another Facility
Office or to another financial institution reasonably acceptable to the Borrowers and the Agent.



 


		16.1.2	Clause 16.1.1 above does not in any way limit the obligations of any Obligor under the Transaction
Documents.



 


		16.2	Limitation of liability



 


		16.2.1	The Borrowers shall promptly indemnify each Finance Party for all costs and expenses reasonably
incurred by that Finance Party as a result of steps taken by it under Clause 16 (Mitigation by the Finance Parties).



 


		16.2.2	A Finance Party is not obliged to take any steps under Clause 16 (Mitigation by the Finance
Parties) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.



 


		17.	Costs and expenses



 


		17.1	Transaction expenses



 


The Borrowers shall within
three Business Days of demand pay the Agent, the Mandated Lead Arranger and the Bank Guarantors the amount of all costs and expenses
(including external legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution
and syndication of:


 


		(a)	this Agreement and any other documents referred to in this Agreement; and



 


		(b)	any other Finance Documents executed after the date of this Agreement.



 


		17.2	Amendment costs



 


If an Obligor requests an amendment,
waiver or consent, the Borrowers shall, within three Business Days of demand, reimburse the Agent, the Bank Guarantors, the Lenders
and the Swap Banks for the amount of all costs and expenses (including external legal fees) reasonably incurred by the Agent, the
Bank Guarantors, the Lenders and the Swap Banks in responding to, evaluating, negotiating or complying with that request or requirement.


 


		17.3	Enforcement costs



 


The Borrowers shall, within
three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by
that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.


 




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SECTION 7

CORPORATE GUARANTEE


 


		18.	Corporate Guarantee and Indemnity



 


		18.1	Guarantee and indemnity



 


		18.1.1	Subject to Clause 18.1.2, each Corporate Guarantor irrevocably and unconditionally:



 


		(a)	guarantees to each Finance Party the punctual performance by the other Obligors of all such Obligors’
obligations under the Finance Documents;



 


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



 


		(c)	agrees with each Finance Party that it will, as an independent and primary obligation, indemnify
that Finance Party immediately on demand against any cost, loss or liability it incurs (a) if any obligation guaranteed by it is
or becomes unenforceable, invalid or illegal or (b) as a result of an Obligor not paying any amount which would, but for such unenforceability,
invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount
payable by a Corporate Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18
if the amount claimed had been recoverable on the basis of a guarantee.



 


		18.1.2	During the period commencing on the first Höegh MLP Effective Date and ending on the second
Höegh MLP Effective Date, the guarantee, undertaking and indemnity of the Additional Corporate Guarantor under Clause 18.1.1
above, shall be limited by reference to the obligations of the Dropdown Borrower under the Finance Documents in relation to the
financing and the chartering of the Dropdown Vessel.



 


		18.2	Continuing guarantee



 


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


 


		18.3	Reinstatement



 


If any discharge, release or
arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by
a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored
in insolvency, liquidation, administration or otherwise, without limitation, then the liability of a Corporate Guarantor under
this Clause 18 will continue or be reinstated as if the discharge, release or arrangement had not occurred.


 


		18.4	Waiver of defences



 


The obligations of a Corporate
Guarantor under this Clause 18 will not be affected by an act, omission, matter or thing which, but for this Clause would reduce,
release or prejudice any of its obligations under this Clause 18 (without limitation and whether or not known to it or any Finance
Party) including:


 




    	 	61	 



     

    

 


		(a)	any time, waiver or consent granted to, composition with, any Obligor or other person:



 


		(b)	the release of any other Obligor or any other person under the terms of any composition or arrangement
with any creditor of any member of the Group;



 


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



 


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



 


		(e)	any amendment, novation, supplement, extension, restatement (however fundamental and whether or
not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change
in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document
or other document or security;



 


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



 


		(g)	any insolvency or similar proceedings.



 


		18.5	Immediate recourse



 


Each Corporate Guarantor waives
any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce
any other rights or security or claim payment from any person before claiming from that Corporate Guarantor under this Clause 18.
This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.


 


		18.6	Appropriation



 


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


 


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



 


		(b)	hold in an interest-bearing suspense account any moneys received from any Corporate Guarantor or
on account of the Corporate Guarantor’s liability under this Clause 18.



 




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		18.7	Deferral of Corporate Guarantors’ rights



 


		18.7.1	Until all amounts which may be or become payable by the Obligors under or in connection with the
Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Corporate Guarantor will exercise
any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any
amount being payable, or liability arising under this Clause 18:



 


		(a)	to be indemnified by an Obligor;



 


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



 


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



 


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



 


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



 


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



 


		18.7.2	If a Corporate 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 Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the
Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance
with Clause 36 (Payment Mechanics).



 


		18.7.3	In no event shall a Corporate Guarantor have any rights to make a demand under a Bank Guarantee
for any reason including but not limited to on the basis that that Bank Guarantor has performed its guarantee obligations or that
that Bank Guarantor has acquired the rights of subrogation from an Obligor or the Lenders.



 


		18.8	Additional Security



 


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


 


		18.9	Additional Corporate Guarantor



 


Höegh MLP became an Additional
Corporate Guarantor on the first Höegh MLP Effective Date in accordance with Clause 32 (Changes to Obligors) and, therefore,
all references to a Corporate Guarantor (and all definitions incorporating such reference) are to be read and construed as including
Höegh MLP as an Additional Corporate Guarantor (subject to Clause 18.1.2).


 




    	 	63	 



     

    

 


SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT


 


		19.	Representations



 


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


 


		19.1	Status



 


		19.1.1	It is a corporation, duly incorporated, validly existing and in good standing under the law of
its jurisdiction of incorporation.



 


		19.1.2	It has the power to own its assets and carry on its business as it is being conducted.



 


		19.2	Share capital and ownership



 


		19.2.1	Höegh LNG Cyprus Limited has an authorised share capital of US$10,000 divided into
10,000 ordinary shares with a par value of US$1 each, of which 1,000 ordinary shares have been issued fully paid and the legal
title and beneficial ownership of all those shares is held, free of any Security or other claim, by FSRU III.



 


		19.2.2	Höegh LNG FSRU IV Ltd. has an authorised share capital of US$25,000 divided into 25,000 ordinary
shares with a par value of US$1 each, of which 25,000 ordinary shares have been issued fully paid and the legal title and beneficial
ownership of all those shares is held, free of any Security or other claim, by HLNG Colombia HoldCo.



 


		19.2.3	The Original Shareholder has an authorised share capital of US$20,000,000 divided into 20,000,000
ordinary shares with a par value of US$1 each, of which 15,000,000 ordinary shares have been issued fully paid and the legal title
and beneficial ownership of all those shares is held, free of any Security or other claim, by the Parent Company.



 


		19.2.4	EgyptCo has an authorised share capital of 100 quota/allotments with a par value of EGP100 per
quota/allotments each, the legal title and beneficial ownership of all those quota/allotments is held, free of any Security or
other claim, by the Quotaholders as to 30 per cent by Egypt Holding I and as to 70 per cent by Egypt Holding II.



 


		19.2.5	Höegh LNG FSRU III Ltd. has an authorised share capital of US$50,000 divided into 50,000
ordinary shares with a par value of US$1 each, of which 1,000 ordinary shares have been issued fully paid and the legal title and
beneficial ownership of all those shares is held, free of any Security or other claim, by the Original Shareholder.



 


		19.2.6	Each Quotaholder has an authorised share capital of US$50,000 divided into 50,000 ordinary shares
with a par value of US$1 in each, of which 100 ordinary shares have been issued fully paid and the legal title and beneficial ownership
of all those shares is held, free of any Security or other claim, by the Original Shareholder.



 


		19.3	Binding obligations



 


The obligations expressed to
be assumed by it in each Transaction Document are, subject to the Legal Reservations, legal, valid, binding and enforceable obligations
and each Security Document to which it is a party creates the security interests which that Security Document purports to create
and those security interests are valid and effective.




    	 	64	 



     

    

 


		19.4	Non-conflict with other obligations



 


The entry
into it of, and performance by it of, the transactions contemplated by, the Transaction Documents, and the granting of the Transaction
Security, do not and will not conflict with:


		(a)	any law or regulation applicable to it;



 


		(b)	its constitutional documents; or



 


		(c)	any agreement or instrument binding upon it or, in any material respect, any agreement or instrument
binding upon any member of the Group or any of their assets.



 


		19.5	Power and authority



 


It has the power to enter into,
perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Transaction
Documents to which it is a party and the transactions contemplated by those Transaction Documents, and no limit on its powers will
be exceeded as a result of the borrowing, grant of Security, or giving of guarantees or indemnities contemplated by the Transaction
Documents to which it is a party.


 


		19.6	Validity and admissibility in evidence



 


Any Authorisations
required or desirable:


		(a)	to enable it lawfully to enter into, exercise its rights and comply with its obligations under
the Transaction Documents to which it is a party;



 


		(b)	to make the Transaction Documents to which it is a party admissible in evidence in any Relevant
Jurisdiction; and



 


		(c)	to enable it to create the Security to be created under the Security Documents and to ensure that
such Security has the priority and ranking it is expressed to have,



 


have been obtained or effected
and are in full force and effect, except any Authorisations referred to in Clause 19.9 (No filing or stamp taxes).


 


		19.7	Governing law and enforcement



 


		19.7.1	The choice of English law as the governing law of such of the Finance Documents as are expressed
to be subject to English law will be recognised and enforced in the Relevant Jurisdictions.



 


		19.7.2	Any judgment obtained in England in relation to a Finance Document will be recognised and enforced
in the Relevant Jurisdictions (other than the Marshall Islands and the United States of America).



 


		19.8	Deduction of Tax



 


It is not required to make
any deduction for or on account of Tax from any payment it may make under any Finance Document.


 




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		19.9	No filing or stamp taxes



 


Subject
to any Legal Reservations, under the law of the Relevant Jurisdictions it is not necessary that the Finance Documents be filed,
recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid
on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents except for the registration
of the Mortgages which will be completed at each Delivery Date.


 


		19.10	No default



 


		19.10.1	No Event of Default and, on the date of this Agreement, no Default is continuing or might reasonably
be expected to result from the making of any Utilisation or the entry into, or performance of, or any transaction contemplated
by, the Transaction Documents.



 


		19.10.2	No other event or circumstance is outstanding which constitutes a default under any other agreement
or instrument which is binding on it or to which its assets are subject which might have a Material Adverse Effect.



 


		19.11	No misleading information



 


		19.11.1	Any factual information provided by or on behalf of any member of the Group to a Finance Party
in connection with the Facility (including information provided in the Disclosure Letter) was true, complete and accurate in all
material respects as at the date it was provided or as at the date (if any) at which it is stated.



 


		19.11.2	Any financial projections provided by any member of the Group to a Finance Party in connection
with the Facility have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.



 


		19.11.3	Nothing has occurred or been omitted from the information so provided and no information has been
given or withheld that results in the information so provided being untrue or misleading in any material respect.



 


		19.12	Financial Statements



 


		19.12.1	The Original Financial Statements were prepared in accordance with IFRS consistently applied unless
expressly disclosed to the Agent in writing to the contrary before the date of this Agreement.



 


		19.12.2	The Original Financial Statements accurately represent the Group’s financial condition and
operations during the relevant financial year.



 


		19.13	No proceedings pending or threatened



 


Other than has been disclosed
to the Lenders in the Disclosure Letter, no litigation, arbitration or administrative proceedings of or before any court, arbitral
body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best
of its knowledge and belief, having made due and careful enquiry) been started or threatened against any member of the Group.


 




    	 	66	 



     

    

 


		19.14	No breach of laws



 


It has not breached any law,
statute or regulation which breach will have or is reasonably likely to have a Material Adverse Effect.


 


		19.15	Security



 


No Security exists over the
Charged Property other than Permitted Security.


 


		19.16	Ranking



 


The Transaction Security has
or will have first ranking priority subject to Permitted Liens and it is not subject to any prior ranking or pari passu
ranking Security other than Permitted Liens.


 


		19.17	Good title to assets



 


It has a 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.


 


		19.18	Legal and beneficial ownership



 


Each Obligor is the sole legal
and beneficial owner of the respective assets over which it purports to grant Security.


 


		19.19	Environmental Matters



 


Except as may already have
been disclosed by the Obligors in writing to, and acknowledged in writing by, the Agent, to the best knowledge and belief of each
Obligor (having made due enquiry):


 


		(a)	the Obligors and the Operator and their respective Environmental Affiliates have each complied
with the provisions of all Environmental Laws in relation to the Vessel;



 


		(b)	the Obligors and the Operator and their respective Environmental Affiliates have each obtained
all Environmental Approvals in relation to the Vessel and are in compliance with all such Environmental Approvals;



 


		(c)	no Environmental Claim has been made or threatened or pending against an Obligor, the Operator
or, any of their respective Environmental Affiliates, the effect of which has had or is likely to have a Material Adverse Effect;
and



 


		(d)	there has been no Environmental Incident, the effect of which has had or is likely to have a Material
Adverse Effect.



 


		19.20	Taxation



 


		19.20.1	It has duly and punctually paid and discharged all Taxes imposed upon it or its assets within the
time period allowed without incurring penalties save to the extent that (i) payment is being contested in good faith, (ii) it has
maintained adequate reserves for those Taxes and (iii) payment can be lawfully withheld.



 


		19.20.2	It is not materially overdue in the filing of any Tax returns.



 




    	 	67	 



     

    

 


		19.21	Compliance with Money Laundering Regulation



 


On the date hereof and on each
day throughout the Security Period, in relation to the borrowing by the Borrowers of the Loans, the performance and discharge of
its obligations and liabilities under this Agreement or any of the other Finance Documents and the transactions and other arrangements
effected or contemplated by this Agreement or any of the other Finance Documents to which each Borrower is a party, it is acting
for its own account and that the foregoing will not involve or lead to a contravention of any law, official requirement or other
regulatory measure or procedure which has been implemented to combat “money laundering” (as defined in Article 1 of
the Directive (91/308/EEC), as amended, of the Council of the European Communities).


 


		19.22	No Winding-up



 


It has not taken any corporate
action nor have any other steps been taken or legal proceedings been started or (to the best of its knowledge and belief) threatened
against it for winding-up, dissolution, administration or otherwise for the appointment of a receiver, administrator, administrative
receiver, conservator, custodian, trustee or similar officer of it or of any or all of its assets or revenues.


 


		19.23	No material adverse change



 


Since the date of the Original
Financial Statements, nothing shall have occurred (and neither the Agent nor any of the Lenders shall have become aware of any
condition or circumstance not previously known to it or them) which the Lenders, acting reasonably, shall determine has had, or
could reasonably be expected to have a Material Adverse Effect.


 


		19.24	Underlying Documents



 


		19.24.1	The Certified Copies or originals of the Underlying Documents delivered or to be delivered to the
Agent pursuant to Clause 4.1 (Initial Conditions Precedent):



 


		(a)	are, or will when delivered be, true and complete copies or, as the case may be, originals of such
documents;



 


		(b)	subject to any Legal Reservations, constitute valid and binding obligations of the parties thereto
enforceable in accordance with their respective terms; and



 


		(c)	comprise the entire agreement between the parties to such documents and there have been no amendments
or variations thereof.



 


		19.24.2	All conditions precedent to the effectiveness of the Underlying Documents and of the obligations
of the parties thereunder, have been fulfilled.



 


		19.24.3	The Borrowers are in compliance with all its obligations under the Underlying Documents and, to
its knowledge, no other party to an Underlying Document is in material default of its obligations thereunder.



 


		19.25	Anti-corruption law



 


Each Obligor has conducted
its businesses in compliance with applicable anti-corruption laws and has instituted and maintained policies and procedures designed
to promote and achieve compliance with such laws.


 




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		19.26	Sanctions



 


		19.26.1	Each Obligor and each other member of the Group, their joint ventures, and their respective
                                                                 directors, officers, employees, agents or representatives is in compliance with Sanctions Laws;



 


		19.26.2	No Obligor, nor any other member of the Group, their joint ventures, and their respective
                                                                 directors, officers, employees, agents or representatives:



 


		(a)	is a Restricted Party, or is involved in any transaction through which it is likely to become a
Restricted Party; or



 


		(b)	is subject to or involved in any inquiry, claim, action, suit, proceeding or investigation against
it with respect to Sanctions Laws by any Sanctions Authority.



 


		19.27	Application of Proceeds



 


All amounts borrowed pursuant
to the terms of this Agreement, shall be applied by the Borrowers in accordance with Clause 3 (Purpose).


 


		19.28	Repetition



 


		19.28.1	The Repeating Representations are deemed to be made by each Obligor by reference to the facts and
circumstances then existing on the date of each Utilisation Request, on the first day of each Interest Period and on each Höegh
MLP Effective Date.



 





		19.28.2	The relevant Borrower shall, on the Delivery Date of the
Vessel owned by it, be deemed to represent that save for Permitted Liens the Vessel is in the sole, unencumbered legal and beneficial
ownership of the Borrower, operationally seaworthy and in every way fit for service and is classed with the Classification, free
of all requirements and overdue recommendations of the Classification Society.



 


		20.	Information Undertakings



 


The undertakings in this Clause
20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any
Commitment is in force.


 


		20.1	Financial statements



 


		20.1.1	The Parent Company, the Borrowers and Höegh MLP (after the first Höegh MLP Effective
Date) shall supply to the Agent in sufficient copies for all the Lenders, as soon as the same become available, but in any event
within 180 days after the end of each of its financial years, its audited (consolidated in the case of the Parent Company) financial
statements for that financial year;



 


		20.1.2	The Parent Company, the Borrowers and Höegh MLP (after the first Höegh MLP Effective
Date) shall supply to the Agent in sufficient copies for all the Lenders, as soon as the same become available, but in any event
within 60 days after the end of each quarterly period of each of its financial years, its unaudited (consolidated in the case of
the Parent Company and, in the case of the Borrowers, consisting only of a profit and loss statement, a balance sheet, a cashflow
statement and an equity statement) financial statements for that quarterly period;



 




    	 	69	 



     

    

 


		20.2	Compliance Certificates



 


		20.2.1	The Parent Company shall supply to the Agent, (a) with each set of financial statements delivered
pursuant to Clause 20.1 (Financial Statements) and (b) prior to each Utilisation, a Compliance Certificate setting out (in
reasonable detail) computations as to compliance with Clause 22 (Financial covenants)(provided that prior to and on the
Delivery Date, computations as to compliance with Clause 22.2.1 only shall be required) and, as from the Delivery Date, compliance
with Clause 22.2.2 and Clause 26.1 (Security Cover) shall also be required.



 


		20.2.2	Höegh MLP shall supply to the Agent with each set of financial statements delivered pursuant
to Clause 20.1 (Financial Statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance
with Clause 22 (Financial Covenants) and Clause 26.1 (Security Cover).



 


		20.2.3	Each Compliance Certificate shall be, as applicable (i) signed by the Chief Executive Officer or
the Chief Financial Officer of the Parent Company or Höegh LNG AS or (ii) the Chief Financial Officer of Höegh MLP.



 


		20.3	Requirements as to financial statements



 


		20.3.1	Each set of financial statements delivered by the relevant Obligor pursuant to Clause 20.1 (Financial
statements) shall be certified by a director of the relevant Obligor as fairly representing its financial condition as at the
date as at which those financial statements were drawn up.



 


		20.3.2	Each Obligor shall procure that each set of financial statements delivered pursuant to Clause 20.1
(Financial Statements) is prepared using IFRS or US GAAP, as applicable.



 


		20.3.3	The Obligors shall procure that each set of financial statements delivered pursuant to Clause 20.1
(Financial Statements) has been audited by Ernst & Young AS or any other internationally recognised firm of independent
auditors.



 


		20.3.4	Each Obligor shall procure that each set of financial statements delivered pursuant to Clause 20.1
(Financial Statements) are in English or accompanied by a certified translation into English.



 


		20.4	Information: miscellaneous



 


		20.4.1	The Borrowers and the Original Shareholder shall each supply to the Agent all documents dispatched
to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;



 


		20.4.2	Each Obligor shall supply to the Agent:



 


		(a)	promptly upon becoming aware of them, the details of any litigation, arbitration or administrative
proceedings which are current, threatened or pending against an Obligor, and which might, if adversely determined, have a Material
Adverse Effect;



 


		(b)	promptly, all such information as any Finance Party may from time to time reasonably require regarding
the relevant Vessel, her employment, position and engagements, particulars of all towages and salvages, and copies of all charters
and other contracts for her employment, or otherwise howsoever concerning her;



 




    	 	70	 



     

    

 


		(c)	promptly, such further information and/or documents as any Finance Party (through the Agent) may
reasonably request so as to enable such Finance Party to comply with any laws applicable to it (including, without limitation,
compliance with FATCA); and



 


		(d)	promptly upon becoming aware of them, the details of:



 


		(i)	any damage to a Vessel (and any insurance claim made in respect thereof) requiring repairs the
cost of which will or is reasonably likely to exceed the Major Casualty Amount;



 


		(ii)	any occurrence in consequence of which a Vessel has or may become a Total Loss;



 


		(iii)	any requisition of a Vessel for hire;



 


		(iv)	any requirement or recommendation made by any insurer or the Classification Society or by any competent
authority which is not, or cannot be, complied with in accordance with its terms;



 


		(v)	any arrest or detention of a Vessel or any exercise or purported exercise of a lien or other claim
on a Vessel or its Earnings or Insurances or any part thereof;



 


		(vi)	any petition or notice of meeting to consider any resolution to wind up an Obligor (or any event
analogous thereto under the laws of the place of its incorporation); or



 


		(vii)	the making of any Environmental Claim against an Obligor or the Operator or any of its Environmental
Affiliates or of the occurrence of any Environmental Incident which may give rise to any such Environmental Claim;



 


		(e)	as soon as reasonably practicable and in any event within 150 days of the end of each of its financial
years, the Parent Company and Höegh MLP after the first Höegh MLP Effective Date, shall provide financial projections
for itself and its Subsidiaries (on a consolidated basis) for the following two financial years;



 


		(f)	promptly, such further information regarding the financial condition, business and operations of
an Obligor and/or any member of the Group, including (for the avoidance of doubt) the issues set out in the Disclosure Letter,
as any Finance Party (through the Agent) may reasonably request;



 


		(g)	promptly, information regarding any material development directly relating to the matters covered
by the Disclosure Letter;



 


		(h)	on a semi-annual basis and within 60 days of the end of the relevant period, an appraisal report
from two Approved Brokers stating the Market Value of each Vessel and, if a Default has occurred, such report shall be provided
at any time as requested by the Agent; and



 




    	 	71	 



     

    

 


		(i)	with such financial, commercial and technical data that the Agent may reasonably require, including
information regarding minimum liquidity covenants on any legal obligations entered into by the Parent Company.



 


		20.5	Notification of default



 


		20.5.1	Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy
it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided
by another Obligor).



 


		20.5.2	Promptly upon a request by the Agent, each Obligor shall supply to the Agent a certificate signed
by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing,
specifying the Default and the steps, if any, being taken to remedy it).



 


		20.6	“Know your customer” checks



 


If a Lender
(or any prospective new Lender) or a Bank Guarantor is obliged to comply with “know your customer” or similar identification
procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the
request of the Agent or any Lender or a Bank Guarantor supply, or procure the supply of, such documentation and other evidence
as is reasonably requested by the Agent (for itself or on behalf of the Lender) or any Lender (for itself or on behalf of any prospective
new Lender) in order for the Agent or any Lender or any prospective new Lender to carry out and be satisfied it has complied with
all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the
transactions contemplated in the Finance Documents.


 


		21.	Accounts



 


		21.1	General



 


		21.1.1	Each Borrower undertakes with each Finance Party that it will on or before issue of the Utilisation
Request for the first Utilisation, open the relevant Accounts.



 


		21.1.2	Unless and until an Event of Default shall occur and be continuing and the Agent shall direct to
the contrary, the Earnings payable to the Borrower and EgyptCo with respect to the Vessel owned by it (or in the case of EgyptCo,
leased by it pursuant to the EgyptCo Lease) shall be paid to the relevant Earnings Account always provided that in respect of (i)
any EGAS Contract Earnings, the twenty-five per cent of any hire payable to EgyptCo in Egyptian Pounds pursuant to clause 10.1
of the EGAS Contract or (ii) Earnings payable under the EgyptCo Lease, the 10 per cent of such hire payable to the Egypt Branch
of HLNG Cyprus in Egyptian Pounds pursuant to Clause 10.1 of the EgyptCo Lease, shall not fall within the definition of Earnings
for the purposes of this clause 21.



 


		21.1.3	The Earnings Accounts shall be maintained with the Account Bank or, if required by applicable law,
any other bank acceptable to the Agent.



 


		21.2	Earnings Accounts



 


Each Borrower
and EgyptCo agree that, following an Event of Default which is continuing, if any of the moneys paid to an Earnings Account are
payable in a currency other than US$, the Account Bank shall (and each Borrower and EgyptCo hereby irrevocably instructs the Account
Bank to) convert such moneys into US$ at the Account Bank’s spot rate of exchange at the relevant time for the purchase of
US$ with such currency and the term “spot rate of exchange” shall include any costs of exchange payable in connection
with the purchase of US$ with such currency.


 




    	 	72	 



     

    

 


		21.3	Borrower withdrawals



 


		21.3.1	Unless and until an Event of Default shall occur and be continuing and the Agent shall direct to
the contrary, amounts standing to the credit of each Earnings Account shall be available to the relevant Borrower and EgyptCo.



 


		21.4	Application of accounts



 


At any time
after the occurrence of an Event of Default, which is continuing, the Agent may (and on the instructions of the Majority Lenders
shall), without notice to the Borrowers and EgyptCo, instruct the Account Bank:


 


		(a)	that no moneys may be withdrawn from any Account other than in accordance with the instructions
of the Agent; and



 


		(b)	to apply all moneys then standing to the credit of any Account (together with interest from time
to time accruing or accrued thereon) in or towards satisfaction of any sums due to the Finance Parties or any of them under the
Finance Documents in accordance with Clause 36.5.2.



 


		21.5	Charging of accounts



 


The Accounts
and all amounts from time to time standing to the credit thereof shall be subject to the security constituted and the rights conferred
by the Account Security Deeds.


 


		22.	FINANCIAL COVENANTS



 


		22.1	Financial definitions



 


"Available Drawings"
means, at any date for determination under this Agreement, the total amount which, as at such time, the Parent Company and its
Subsidiaries (on a consolidated basis) or the Höegh MLP Group (as applicable) is entitled to draw under any credit facility
with a major international bank or financial institution for a term of more than 12 months and not subject to any conditions with
which it or any other relevant party would not be able to comply at such time.


 


"Book Equity"
means, at any date for determination under this Agreement, the value of the capital and reserves of the Parent Company and its
Subsidiaries (on a consolidated basis) or the Höegh MLP Group (as applicable) determined on a consolidated basis in accordance
with IFRS or US GAAP, as applicable, and as shown in the Latest Balance Sheet (but excluding any hedging reserve as shown in the
relevant consolidated equity statement and the mark-to-market value of any financial derivatives).


 


"Current Assets"
means, at any date of determination under this Agreement, the amount of the current assets of a Borrower determined on a consolidated
basis in accordance with IFRS or US GAAP, as applicable and as shown in the Latest Balance Sheet;


 




    	 	73	 



     

    

 


"Current Liabilities"
means, at any date of determination under this Agreement, the amount of the current liabilities of a Borrower determined on a consolidated
basis in accordance with IFRS or US GAAP, as applicable and as shown in the Latest Balance Sheet;


 


“Debt Service”
means, at any time, the aggregate amount of (i) the Repayment Instalments, (ii) accrued interest due to the Lenders, (iii) any
Guarantee Commission due and (iv) any Commitment Fee, payable during the previous 12 Months;


 


"EBITDA" means,
in respect of any Relevant Period, the consolidated earnings of a Borrower before (a) deducting any provision on account of taxation,
(b) deducting any interest, discounts, or other fees incurred or payable in respect of Financial Indebtedness, (c) taking into
account any items treated as exceptional or extraordinary items; and (d) any amount attributable to the amortisation of intangible
assets and the depreciation of tangible assets.


 


"Free Liquid Assets"
means, at any date of determination under this Agreement, the aggregate value of the following for Parent Company and its Subsidiaries
(on a consolidated basis) or the Höegh MLP Group (as applicable):


 


		(a)	cash in hand;



 


		(b)	deposits in banks (including any amounts credited to the Accounts) and financial institutions;



 


		(c)	debt securities which are publicly traded on a major stock exchange or investment market (valued
as at any applicable date of determination) and rated at least "A" with Standard and Poor's; and



 


		(d)	Available Drawings,



 


but excluding any of those
assets subject to a Security at any time;


 


“Höegh MLP Demand
Note” means the promissory note issued in connection with the Höegh MLP IPO pursuant to which loans are made to
the Parent Company by Höegh MLP and repayments are made by the Parent Company to Höegh MLP;


 


"Latest Balance Sheet"
means the consolidated balance sheet of the Parent Company or Höegh MLP (as applicable) most recently delivered to the Agent
pursuant to Clause 20.1 (Financial Statements) and/or most recently made publicly available;


 


“Relevant Period”
means the financial year of the Parent Company ending 31 December 2013, each subsequent financial year of the Parent Company or
Höegh MLP (as applicable) and each quarterly period beginning on 1 January 2014;


 


“Total Assets”
means the total book value of all the assets of the Parent Company and its Subsidiaries (on a consolidated basis) or the Höegh
MLP Group (as applicable) which would, in accordance with the IFRS or US GAAP, as applicable, be classified as assets of the Parent
Company and its Subsidiaries (on a consolidated basis) or the Höegh MLP Group (as applicable) (excluding the marked to market
value of any derivative transactions);


 


“Total Funded Indebtedness”
means at any time the aggregate Financial Indebtedness of the Parent Company and its Subsidiaries (on a consolidated basis), but
excluding any Financial Indebtedness of Parent Company or any Subsidiary provided on a non-recourse basis.


 




    	 	74	 



     

    

 


		22.2	Financial condition and testing



 


		22.2.1	The Parent Company shall ensure that its consolidated financial position shall at all times during
the Security Period be such that:



 


		(a)	Book Equity of the Parent Company and its Subsidiaries (on a consolidated basis) equals or exceeds
the higher of (i) US$200,000,000 and (ii) 25 per cent. of the Total Assets of the Parent Company and its Subsidiaries (on a consolidated
basis); and



 


		(b)	Free Liquid Assets of the Parent Company and its Subsidiaries (on a consolidated basis) less the
amounts outstanding under the Höegh MLP Demand Note if Höegh MLP is not a Subsidiary of the Parent Company, equal or
exceed the higher of:



 


		(i)	US$20,000,000;



 


		(ii)	5 per cent. of Total Funded Indebtedness (excluding amounts outstanding under the Höegh MLP
Demand Note if Höegh MLP is not a Subsidiary of the Parent Company); and



 


		(iii)	any amount specified to be a minimum liquidity requirement under any legal obligation entered into
by the Parent Company.



 


		22.2.2	Each Borrower shall ensure that its financial position shall at all times during the Security Period
be such that:



 


		(a)	Current Assets exceed Current Liabilities; and



 


		(b)	following the Höegh MLP Effective Date with respect to such Borrower, the ratio of EBITDA
to Debt Service is a minimum of 115%



 


provided
that:


 


		(i)	if the Borrowers, pursuant to IFRS or US GAAP (as applicable), are required to reclassify any charter
as a financial lease and/or are deconsolidated, the Borrowers shall within 30 days of such event produce pro-forma financial statements
reflecting such reclassification and/or deconsolidation (as applicable) and the subsequent financial statements of each Borrower
delivered pursuant to Clause 20.1 (Financial Statements) shall be prepared on the same basis;



 


		(ii)	following any reclassification and/or deconsolidation referred to in (i) above, the test in Clause
22.2.2(b) shall be reset to reflect the effect of the reclassification and/or deconsolidation as shown in the pro-forma financial
statements of each Borrower delivered pursuant to Clause 20.1 (Financial Statements) and the subsequent financial statements
of each Borrower delivered pursuant to (i) above.



 


		22.2.3	Following the first Höegh MLP Effective Date, Höegh MLP shall ensure that the consolidated
financial position of the Höegh MLP Group shall at all times during the Security Period be such that:



 




    	 	75	 



     

    

 


		(a)	Book Equity of the Höegh MLP Group equals or exceeds the higher of (i) US$150,000,000 and
(ii) 25 per cent. of the Total Assets of the Höegh MLP Group; and



 


		(b)	Free Liquid Assets of the Höegh MLP Group equal or exceed the higher of:



 


		(i)	US$15,000,000; and



 


		(ii)	the product of US$3,000,000 and the number of vessels owned or leased by Höegh MLP.



 


		22.3	The financial covenants set out in this Clause 22, shall be tested by reference to each Compliance
Certificate delivered pursuant to Clause 20.2 (Compliance Certificate).



 


		23.	Vessel Covenants



 


The undertakings in this Clause
23 will become effective in respect of each Vessel on the relevant Delivery Date (unless stated otherwise) and shall remain in
force from that date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.


 


		23.1	Name and registration



 


		23.1.1	The relevant Borrower agrees in relation to the Vessel owned by it:



 


		(a)	not to change the name of such Vessel without prior notification to the Agent;



 


		(b)	to keep such Vessel registered in its name under the laws of an Approved Flag; and



 


		(c)	not to change the registration of such Vessel under any other flag or at any other port without
the prior written consent of the Lenders.



 


		23.1.2	If the Flag State of a Vessel becomes involved in war or civil war or there is a seizure of power
in that Flag State by unconstitutional means the Agent may notify the Borrowers that it requires the flag and registry of the relevant
Vessel to be changed to another Approved Flag whereupon, the relevant Borrower shall promptly implement such change.



 


		23.2	Repair and Classification



 


Each Borrower, in relation
to the Vessel owned by it agrees:


 


		(a)	to keep such Vessel in a good and efficient state of repair and ensure that all repairs and replacements
of parts are made in such manner as not to reduce the value of the Vessel and in particular to maintain the Classification as the
class of that Vessel and to submit that Vessel to continuous surveys and such periodical or other surveys as may be required for
classification purposes and to provide the Agent, upon request, with copies of all survey reports issued in respect of such surveys;
and



 


		(b)	not to change the Classification Society without the prior written consent of the Lenders.



 




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		23.3	Modification; removal of parts; equipment owned by third parties



 


		23.3.1	The relevant Borrower agrees in relation to the Vessel owned by it, not without the prior written
consent of the Agent to, or allow any other person to:



 


		(a)	make any modification to such Vessel in consequence of which her structure, type or performance
characteristics would be materially altered or her value materially reduced; or



 


		(b)	remove any material part of such Vessel or any equipment the value of which is such that its removal
from such Vessel would materially reduce the value of such Vessel without replacing the same with equivalent parts or equipment
which are owned by the relevant Borrower free from Security; or



 


		(c)	install on such Vessel any equipment owned by a third party which cannot be removed without causing
damage to the structure or fabric of the Vessel,



 


provided that in relation to
Vessel 1, the relevant Borrower may carry out the Vessel 1 Modification subject to Clause 4.1.5.


 


		23.4	Inspection



 


The relevant
Borrower agrees to ensure that the Agent, by surveyors or other persons appointed by the Agent for such purpose, may board the
Vessel owned by it at all reasonable times for the purpose of inspecting her and to afford all proper facilities for such inspections
and for this purpose to give the Agent reasonable advance notice of any intended drydocking of the Vessel owned by it; prior to
an Event of Default which is continuing, such inspections shall be carried out at the cost of the Lenders and so as not to interfere
with or delay the operation of the Vessel owned by it.


 


		23.5	Arrest



 


The relevant
Borrower will promptly pay and discharge:


 


		(a)	all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable
against the Vessel owned by it, its Earnings or its Insurances, except for Permitted Security;



 


		(b)	all tolls, taxes, dues, fines, penalties and other amounts charged in respect of the Vessel owned
by it, the Earnings or the Insurances (unless disputed in good faith and in respect of which security has been provided or financial
reserves maintained); and



 


		(c)	all other costs and expenses whatsoever in respect of the Vessel owned by it, its Earnings or its
Insurances,



 


and, within thirty days of
receiving notice of the arrest of the Vessel, or of its detention in exercise or purported exercise of any lien or claim, the relevant
Borrower shall procure its release by providing bail or procuring the provision of security or otherwise as the circumstances may
require.


 




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		23.6	Accounts



 


The relevant Borrower agrees
to keep proper books of account in respect of the Vessel owned by it and her Earnings and operating expenses and as and when the
Agent may so require, to make such books available for inspection on behalf of the Lenders.


 


		23.7	Employment



 


		23.7.1	Each Borrower agrees not to employ the Vessel owned by it or permit her employment:



 


		(a)	in any manner, trade or business which is forbidden by international law, in violation of Sanctions
or which is unlawful or illicit under the law of any Relevant Jurisdiction;



 


		(b)	in the event of hostilities in any part of the world (whether war be declared or not), not to employ
the Vessel owned by it or permit her employment in carrying any contraband goods, or enter or trade to or to continue to trade
in any zone which has been declared a war zone by any Government Entity or by that Vessel's war risks insurers unless such special
insurance cover as the Agent may require shall have been effected by relevant Borrower at the Borrower’s expense; the relevant
Borrower shall give the Agent as much notice as practicable of the Vessel trading to such a zone and shall inform and consult with
the Agent in relation thereto and in relation to the special insurances;



 


		(c)	under a bareboat charter for any period other than to a member of the Group where the rights of
the bareboat charterer are subordinated to the rights of the Finance Parties and the rights of the relevant Borrower are assigned
to the Security Trustee.



 


		23.7.2	If at any time during the Security Period, a Vessel shall be subject to a Time Charter, the relevant
Obligor will promptly inform the Agent and provide a Time Charter Assignment in relation to such Vessel in favour of the Security
Trustee, save that any assignment granted by an Obligor in favour of the Security Trustee in relation to the EGAS Contract shall
be an EGAS Contract Earnings Assignment.



 


		23.8	Manager



 


The relevant Borrower agrees
in respect of the Vessel owned by it that it shall not without the prior consent of the Agent:


 


		(a)	appoint a manager other than the Manager; or



 


		(b)	materially amend the terms of the Management Agreement; or



 


		(c)	terminate the Management Agreement unless such agreement is replaced immediately by an agreement
acceptable to the Agent (such agreement not to be unreasonably withheld or delayed).



 


		23.9	Compliance with Regulations



 


The relevant Borrower will
and shall procure that the Manager and/or any Operator of the Vessel owned by it will:


 




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		(a)	maintain at all times a valid and current ISSC respect of the Vessel;



 


		(b)	immediately notify the Agent in writing of any actual or threatened withdrawal, suspension, cancellation
or modification of the ISSC in respect of the Vessel;



 


		(c)	procure that the Vessel will comply at all times with the ISPS Code;



 


		(d)	at all times comply with the requirements of the ISM Code including (but not limited to) the maintenance
and renewal of valid certificates pursuant thereto and all other statutory and other requirements relative to its business and/or
the Vessel;



 


		(e)	promptly inform the Agent upon the issue of any ISM Code Documentation in respect of the Vessel
or its Operator or the receipt by the relevant Borrower or any Operator of notification that its application for the same has been
refused;



 


		(f)	immediately inform the Agent if there is any threatened or actual withdrawal of their or any Operator’s
ISM Code Documentation for the Vessel;



 


		(g)	to take all necessary and proper precautions to prevent any infringements of the Anti-Drug Abuse
Act of 1986 of the United States of America or any similar legislation applicable to that Vessel in any jurisdiction in or to which
the Vessel shall be employed or located or which may otherwise be applicable to that Vessel and/or that Borrower;



 


		(h)	and to comply with and ensure that that Vessel at all times complies with the provisions of all
relevant legislation and all regulations and requirements (statutory or otherwise) from time to time applicable to vessels registered
under the relevant Approved Flag or otherwise applicable to that Vessel; and



 


		(i)	at all times comply with all applicable laws and procedures implemented to contract money laundering
as defined in Article 1 of the Directive (91/308EEC) of the Council of the European Communities.



 


		23.10	Sale or other disposal



 


Neither Borrower will without
the prior written consent of the Agent (acting on the instructions of the Lenders and the Bank Guarantors) and subject to such
conditions as the Agent may impose, sell, agree to sell, transfer, abandon or otherwise dispose of the Vessel owned by it or any
share or interest therein, unless, in respect of the sale of that Vessel, the Loans have been prepaid in the amount required under
Clause 8.2 (Mandatory Prepayment - Sale or Total Loss) on or before the occurrence of the sale.


 


		23.11	EGAS Contract



 


Neither the Borrowers nor EgyptCo
will register, and shall procure that EGAS shall not register, the EGAS Contract under the registration of the Vessel under an
Approved Flag or otherwise.


 


		23.12	Sharing of Earnings



 


Neither Borrower will without
the prior consent of the Agent (and then only subject to such conditions as the Agent may impose) enter the Vessel owned by it
into any pool or enter any agreement or arrangement whereby the Earnings of that Vessel may be shared with any other person.


 




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		24.	INSURANCE COVENANTS



 


The undertakings in this Clause
24 will become effective in respect of a Vessel on the Delivery Date (unless stated otherwise) and shall remain in force from that
date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.


 


		24.1	Obligatory insurances



 


The relevant Borrower shall
keep the Vessel owned by it insured at its expense against:


 


		(a)	usual marine risks (including Hull and Machinery, Hull Interest, freight interest, other Total
Loss interests, loss of hire and war risks (including acts of terrorism and piracy)) in an amount equal to or more than the greater
of (i) the Market Value of such Vessel and (ii) the amount which, together with the insured value of the other Vessel, equals 120
per cent. of the aggregate amount of the Total Commitments for the Commercial Facility and the Eksportkreditt Facility at any time,
provided that the Hull and Machinery element of such insurances shall always be at least 80 per cent. of the Market Value of the
Vessel and the aggregate Hull and Machinery insured value of all Vessels shall be equal to or greater than Total Commitments for
the Commercial Facility and the Eksportkreditt Facility, with the remaining cover being taken out by way of Hull and Freight Interest
Insurances; and



 


		(b)	protection and indemnity risks in respect of the full tonnage of the Vessel (including insurance
for oil pollution risk at the highest level of cover available),



 


such insurances to be in dollars
and effected on such contractual terms and through such brokers, insurers and war risks and protection and indemnity associations
as the Agent may approve.


 


		24.2	Fleet cover



 


If a Vessel is insured under
a fleet policy, the relevant Borrower shall procure that the relevant insurer provides an undertaking to the Agent that it shall
not set off against any claim, any premium due in respect of other vessels in the fleet policy or any premiums due for other insurances,
nor cancel the insurance for reason of non-payment of premiums for other vessels in the fleet policy or of premiums for such other
insurances, and shall undertake to issue a separate policy in respect of such Vessel if so requested by the Agent.


 


		24.3	Payment of premiums



 


The relevant Borrower shall
punctually pay all premiums, calls or other sums payable in respect of the Insurances and produce all relevant receipts when so
required by the Agent.


 


		24.4	Policy documents and letters of undertaking



 


		24.4.1	The relevant Borrower shall ensure that the Agent is provided with a letter of undertaking from
each broker on behalf of each insurer or protection and indemnity or war risks association giving undertakings to the Agent that:



 




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		(a)	a Loss Payable Clause (including a discretion to pay proceeds in excess of the Major Casualty Amount
to the Security Trustee) has been endorsed on each policy on terms required by the Agent;



 


		(b)	any material change to the terms of the Insurances shall be notified to the Agent; and



 


		(c)	they will notify the Agent at least 14 days (or 7 days in the case of war risk insurances) before
the expiry or cancellation for any reason of the Insurances.



 


		24.4.2	The Agent shall be furnished with copies of the relevant policy documents, including cover notes,
letters of undertaking and certificates of entry relating to the Insurances, upon request.



 


		24.5	Renewal



 


The relevant Borrower shall,
at least 7 days before expiry of any Insurances, notify the Agent of the names of the brokers (or other insurers) and any protection
and indemnity or war risks association intended to be employed by the Borrower for the purposes of renewal of such Insurances and
of the intended terms of renewal.


 


		24.6	Guarantees



 


The relevant Borrower will
ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and delivered.


 


		24.7	Compliance



 


The relevant Borrower will
take all necessary action and comply with all requirements which may be applicable to the Insurances (including the payment of
any additional premiums or calls of the Vessel owned by it) so as to ensure that the Insurances are not made subject to any exclusions
or qualifications to which the Agent has not given its approval and are otherwise maintained on terms and conditions approved by
the Agent.


 


		24.8	Collection of claims



 


The relevant Borrower will
not settle, compromise or abandon any claim for Total Loss or for a figure in excess of the Major Casualty Amount, and that Borrower
shall do all things necessary and provide all documents, evidence and information to enable the Agent to collect or recover any
moneys which shall at any time become payable in respect of the Insurances for the Vessel owned by it.


 


		24.9	Communications



 


The relevant Borrower shall
provide the Agent, upon its reasonable request, with copies of all written communications with brokers, underwriters, insurance
companies and protection and indemnity and war risks associations which relate to compliance with requirements applicable to the
Insurances for the Vessel owned by it.


 


		24.10	Mortgagee's interest insurance



 


The Agent may (and shall acting
upon the instructions of the Majority Lenders) effect (for the cost of the Borrowers) mortgagee's interest insurance (“MII”)
(including mortgagee's interest additional perils insurance (“MAP”)) in respect of each Vessel in an amount
of up to 120 per cent. of the aggregate amount of the Loans related to the relevant Facility upon such terms and through such insurers
as the Agent (acting on the instructions of the Majority Lenders) may deem appropriate.


 




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		24.11	Independent report



 


The Agent may obtain (for the
cost of the Borrowers) on or before the Delivery Date of a Vessel and annually thereafter (or at any time after a change in the
Insurances) a detailed report signed by an independent firm of marine insurance brokers appointed by the Agent stating the opinion
of such firm as to the adequacy of the Insurances then maintained on each Vessel.


 


		24.12	Collection of claims



 


The Borrowers agree to do all
things necessary and provide all documents, evidence and information to enable the Agent to collect or recover any moneys which
shall at any time become due in respect of the Insurances.


 


		24.13	Application of recoveries



 


The Borrowers agree to apply
all sums receivable under the Insurances which are paid to it in accordance with the Loss Payable Clauses in repairing all damage
and/or in discharging the liability in respect of which such sums shall have been received.


 


		25.	Security Undertakings



 


		25.1	Security Documents



 


Each Security
Party undertakes with the Lenders to execute, deliver and perform its obligations under the Security Documents, and to procure
the execution and delivery by other parties to the Security Documents, so that at all times during the Security Period the Security
Documents shall be enforceable in accordance with their terms.


 


		25.2	Title



 


Each Security Party will hold
the legal title to and own the entire beneficial interest in the relevant Charged Property, free from all security and other interests
and rights of every kind, except for those created by the Security Documents and the effect of assignments contained in the Security
Documents and except for Permitted Liens.


 


		25.3	Negative Pledges



 


Each Borrower shall not without
prior written consent of the Lenders:


 


		(a)	create or permit to subsist any Security over the Vessel owned by it or any other existing or future
asset except for Permitted Security, or;



 


		(b)	give any pledge or undertaking to any other party not to create or permit to subsist any Security
over the Vessel owned by it or any other existing or future asset, provided that it may give such an undertaking to a Time Charterer
in relation to Security other than Permitted Security.



 




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		25.4	Notice of Mortgages



 


If required by the laws of
the Approved Flag, the relevant Borrower agrees to place and retain a properly Certified Copy of the Mortgage and any Deed of Covenant
(which shall form part of the Vessel's documents) on board the Vessel owned by it with her papers and to place and keep prominently
displayed in the navigation room and in the Master's cabin of that Vessel a framed printed notice in plain type reading as follows:


 


NOTICE OF MORTGAGE


 


This ship is subject to a first
priority mortgage and collateral deed of covenant in favour of Nordea Bank Norge ASA of Essendrops gate 7, P.O. Box 1166 Sentrum,
NO-0107 Oslo, Norway. Under the said mortgage and collateral deed, neither the owner nor any charterer nor the Master of this ship
has any right, power or authority to create, incur or permit to be imposed upon this ship any commitments or encumbrances whatsoever
other than for crew's wages and salvage and it is hereby agreed that save and subject as otherwise herein provided, neither the
owner nor any charterer nor the Master of the ship nor any other person has any right, power or authority to create, incur or permit
to be imposed upon the ship any lien whatsoever other than for crew's wages and salvage.


 


		25.5	Further assurance



 


		25.5.1	Each Obligor shall promptly do all such acts or execute all such documents (including assignments,
transfers, mortgages, charges, notices and instructions) as the Agent may reasonably specify (and in such form as the Agent may
reasonably require) in favour of the Agent or its nominee(s):



 


		(a)	to perfect the Transaction Security (which may include the execution of a mortgage, charge, assignment
or other Security over all or any of the Charged Property) or for the exercise of any rights, powers and remedies of the Agent
or the Finance Parties provided by or pursuant to the Finance Documents or by law; and/or



 


		(b)	to facilitate the realisation of the Charged Property, including, in particular, by executing a
bill of sale of a Vessel in such form as the Agent may require in the event that such Vessel is to be sold in exercise of any power
contained in the Security Documents.



 


		25.5.2	Each Obligor shall take all such action as is available to it (including making all filings and
registrations in its jurisdiction of incorporation) as may be necessary for the purpose of the creation, perfection, protection
or maintenance of any Security conferred or intended to be conferred on the Agent or the Finance Parties by or pursuant to the
Security Documents.



 


		26.	Security Maintenance



 


		26.1	Security cover



 


If the Agent notifies the Borrowers
that:


 


		(a)	the aggregate Market Value of the Vessels then delivered; plus



 




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		(b)	the aggregate market value of any additional security previously provided under this Clause 26;



 


is below 125 per cent of the
aggregate principal amount outstanding of the Loans;


 


(the "Security Maintenance
Ratio")


 


the relevant Borrower upon
the written demand of the Lenders shall, within 30 days of the breach of the Security Maintenance Ratio either:


 


		(i)	provide, such additional security acceptable to the Lenders which has a market value sufficient
to enable compliance with the Security Maintenance Ratio (and is documented upon such terms as the Agent may approve); or



 


		(iii)	prepay such part of the Loans (in inverse order of maturity) as will enable compliance with the
Security Maintenance Ratio.



 


		26.2	Valuation of Vessels



 


The Market Value of the Vessels
(or any additional vessel security provided under Clause 26.1 above) shall be determined on or after the Delivery Date by the average
of two valuations (provided that if the higher of such valuations exceeds the lower of such valuations by more than 10 per cent.,
it shall be the average of three valuations) prepared, semi-annually (or, following an Event of Default, at such times as may be
required by the Majority Lenders):


 


		(a)	by two Approved Brokers selected by the Borrowers (or, as applicable, a third Approved Broker selected
by the Agent);



 


		(b)	without physical inspection of a Vessel (unless the Agent may so require); and



 


		(c)	on the basis of a sale for prompt delivery for case at arm's length on normal commercial terms
as between a willing seller and a willing buyer, without taking into account any existing charter or other contract of employment;
and after deducting the estimated amount of the usual and reasonable expenses which would be incurred in connection with the sale,



 


which valuation (as evidenced
by the certificates of the relevant Approved Brokers) shall be binding as regards the Borrowers.


 


		26.3	Information



 


The Borrowers shall promptly
provide the Agent and any shipbroker or expert carrying out the valuation with any information which the Agent or the shipbroker
or expert may reasonably request for the proposes of the valuation and, if the Borrowers fail to provide the information by the
date specified in the request, the valuation may be made on assumptions which the Agent and any shipbroker or expert appointed
by it, considers prudent.


 


		26.4	Costs



 


The Borrowers shall bear the
costs in connection with the Agent obtaining valuations of the Vessels (or of any additional security provided under Clause 26.1):


 




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		(a)	if any Event of Default has not occurred, once every six Months; and



 


		(b)	following an Event of Default, at all times.



 


		27.	General Undertakings



 


		27.1	Authorisations



 


		27.1.1	Each Obligor shall promptly:



 


		(a)	obtain, comply with and do all that is necessary to maintain in full force and effect; and



 


		(b)	supply certified copies to the Agent of,



 


any
Authorisation required under any law or regulation of a Relevant Jurisdiction to:


 


		(i)	enable it to perform its obligations under the Finance
Documents;



 


		(ii)	ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document;
and



 


		(iii)	carry on its business where failure to do so has or is reasonably likely to have a Material Adverse
Effect.



 


		27.2	Compliance with Laws



 


Each
Obligor shall comply in all respects with all laws, statutes and regulations to which it may be subject.


 


		27.3	Environmental Compliance



 


		27.3.1	Each Obligor shall:



 


		(a)	comply with all Environmental Laws; and



 


		(b)	implement procedures to monitor compliance with and to prevent liability under any Environmental
Law,



 


where failure to do so has or
is reasonably likely to have a Material Adverse Effect.


 


27.3.2


 


		(a)	Within three (3) months after a Borrower has entered into a contract for the employment of its
Vessel, the ECA Lender shall receive a report from a third party, reviewing the performance of the Vessel against the relevant
International Finance Corporations Performance Standards (“IFC PS”) and Environmental, Health, and Safety Guidelines
(“EHS Guidelines”). The EHS Guidelines contain the performance levels and measures that are generally considered
to be achievable in new facilities by existing technology at reasonable costs. The report must be acceptable to the ECA Lender.



 




    	 	85	 



     

    

 


		(b)	In the event that the findings from the third party report indicate non-compliance with the IFC
PS and EHS Guidelines, an action plan addressing the issues raised must be established within the following 3 months. If less stringent
levels or measures than those provided for in the EHS Guidelines are appropriate a full and detailed justification for any proposed
alternatives is needed as part of the site-specific environmental assessment. This justification should demonstrate that the choice
for any alternate performance levels is protective of human health and the environment.



 


		(c)	The Borrowers shall facilitate for the ECA Lender, or any person the ECA Lender chooses to appoint,
a site visit of the Vessels, if deemed necessary by the ECA Lender, so as to adequately assess follow-up of the action plan and
remediation in the event of non-compliance.



 


		(d)	Furthermore the Borrowers and the Operator will need to document appropriate management systems
for the environment, health and safety, and labour and working conditions on board the vessel (i.e. ISO 14001 and ILO MLC 2006
compliance).



 


		27.4	Environmental Claims



 


Each Obligor shall promptly
upon becoming aware of the same, inform the Agent in writing of:


 


		(a)	the suspension, revocation or modification of any Environmental Approval;



 


		(b)	any Environmental Claim against it which is current, pending or threatened; and



 


		(c)	any facts or circumstances which are reasonably likely to result in any Environmental Claim being
commenced or threatened against it,



 


where the claim, if determined
against it has or is reasonably likely to have a Material Adverse Effect.


 


		27.5	Taxation



 


Each Obligor shall pay and
discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to
the extent that:


 


		(a)	such payment is being contested in good faith;



 


		(b)	adequate reserves are being maintained for those Taxes and the costs required to contest them;
and



 


		(c)	such payment can be lawfully withheld and failure to pay those Taxes does not have or is not reasonably
likely to have a Material Adverse Effect.



 


		27.6	Merger



 


		27.6.1	Subject to Clause 27.6.2, an Obligor shall not without the prior written consent of the Lenders
(which shall not be unreasonably withheld or delayed) enter into any amalgamation, demerger, merger, consolidation or corporate
reconstruction.



 




    	 	86	 



     

    

 


		27.6.2	The restriction in Clause 27.6.1 shall not be applicable to:



 


		(a)	the establishment of Höegh MLP as a Master Limited Partnership, the Höegh MLP IPO and
transactions taking place in connection therewith (and including, for the avoidance of doubt, the transfer of assets other than
the shares in FSRU III and/or FSRU IV to Höegh MLP or a wholly-owned subsidiary of Höegh MLP)
and, subject to and in accordance with the terms and conditions of this Agreement, the transfer of shares in the Borrowers
and/or FSRU III and/or Quotaholders and/or HLNG Colombia Holdco to a wholly-owned subsidiary of Höegh MLP on each Höegh
MLP Effective Date; or



 


		(b)	the restructuring of the Group in respect of the transfer of the FLNG business to Höegh FLNG
Ltd.



 


		27.7	Change of Business



 


The Obligors shall procure
that no substantial change is made to the general nature of the business of the Obligors from that carried on by the Obligors at
the date of this Agreement, without the prior written consent of the Agent (acting on the instructions of the Lenders).


 


		27.8	Acquisitions and Investments



 


No Borrower shall make any
further investments or acquire any further assets other than its Vessel and rights arising under contracts entered into by or on
behalf of the relevant Borrower in the ordinary course of owning, operating and chartering the Vessel owned by it.


 


		27.9	Swap Contracts



 


No Obligor shall assign (other
than by a Swap Contract Assignment), novate, or in any other way transfer any of its rights or obligations under or pursuant to
a Swap Contract, nor make any amendment or supplement to the Swap Contract or any transaction entered into under it, except as
envisaged by Clause 8.12 (Effect on Swap Contract) or pursuant to any transaction permitted under this Agreement.


 


		27.10	Transaction Documents



 


An Obligor shall not without
the prior written consent of the Agent (acting on the instructions of the Lenders (such consent not to be unreasonably withheld
or delayed)) amend, vary, novate, supplement, supersede or waive any material term of the Building Contract (apart from the novation
to the relevant Borrower) or any term of any other Underlying Document.


 


		27.11	Loans or credit



 


		27.11.1	Except as permitted under Clause 27.11.2 below, a Borrower shall not be a creditor in respect of
any Financial Indebtedness.



 


		27.11.2	Clause 27.11.1 above does not apply to:



 


		(a)	any creditor relationship entered into with the consent of the Agent (acting on the instructions
of the Majority Lenders); or



 


		(b)	normal trade credit in the ordinary course of business.



 




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		27.12	No Guarantees or indemnities



 


		27.12.1	Except as permitted under Clause 27.12.2 below, a Borrower shall not incur or allow to remain outstanding
any guarantee in receipt of any obligation of any person.



 


		27.12.2	Clause 27.12.1 above does not apply to a guarantee which is:



 


		(a)	entered into with the consent of the Agent (acting on the instructions of the Majority Lenders);



 


		(b)	from time to time required in the ordinary course by any protection and indemnity or war risks
association with which the Vessel is entered, guarantees required to procure the release of that Vessel from any arrest, detention,
attachment or levy or guarantees required for the salvage of the Vessel;



 


		(c)	otherwise required in the ordinary course of business of a Borrower or any of its Subsidiaries;
or



 


		(d)	in the Security Documents.



 


		27.13	Financial Indebtedness restriction



 


		27.13.1	Except as permitted under Clause 27.13.2 below, a Borrower shall not incur or allow to remain outstanding
any Financial Indebtedness.



 


		27.13.2	Clause 27.13.1 above does not apply to Financial Indebtedness which is:



 


		(a)	related to normal trade debt incurred in the ordinary course of the business of owning, operating
and chartering a Vessel;



 


		(b)	incurred under the Finance Documents;



 


		(c)	entered into with the consent of the Agent (acting on the instructions of the  Majority Lenders);
or



 


		(d)	subject to Clause 27.16, an intra-Group borrowing.



 


		27.14	Dividends and share redemption



 


		27.14.1	The Parent Company and any Borrower owned by the Parent Company may:



 


		(a)	declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid
dividend, charge, fee or other distribution and whether in cash or in kind) to its shareholders on or in respect of its share capital
(or any class of its share capital);



 


		(b)	repay or distribute any dividend or share premium reserve;



 


		(c)	service loans from shareholders;



 


		(d)	pay any management, advisory or other fee to or to the order of any of its respective shareholders;
or



 




    	 	88	 



     

    

 


		(e)	redeem, repurchase, defease, retire, cancel or repay any of its share capital or resolve to do
so



 


provided that no Default has
occurred and is continuing and after giving effect to any payments made with respect to (a) – (e) above, the Parent Company
and any Borrower owned by the Parent Company would remain in compliance with the financial covenants set out in Clause 22 and Clause
26.1.


 


		27.14.2	Höegh MLP and any Borrower owned by Höegh MLP, following the first Höegh MLP Effective
Date may:



 


		(a)	declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid
dividend, charge, fee or other distribution and whether in cash or in kind) to its shareholders on or in respect of its share capital
(or any class of its share capital);



 


		(b)	repay or distribute any dividend or share premium reserve;



 


		(c)	service loans from shareholders;



 


		(d)	pay any management, advisory or other fee to or to the order of any of its respective shareholders;
or



 


		(e)	redeem, repurchase, defease, retire, cancel or repay any of its share capital or resolve to do
so,



 


provided that no Default has
occurred and is continuing directly and expressly with respect to a member of the Höegh MLP Group or the chartering of the
Dropdown Vessel, including EgyptCo and the Quotaholders, and after giving effect to any payments made with respect to (a) –
(e) above, Höegh MLP and any Borrower owned (in the case of HLNG Cyprus through FSRU III) by Höegh MLP would remain in
compliance with the financial covenants set out in Clause 22 and Clause 26.1.


 


		27.15	Anti-corruption law



 


		(a)	No Obligor shall (and the Parent Company shall ensure that no other member of the Group will) directly
or indirectly use the proceeds of the Facilities for any purpose which would breach the Norwegian Penal Code, the Bribery Act 2010,
the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.



 


		(b)	Each Obligor shall (and the Parent Company shall ensure that each other member of the Group will):



 


		(i)	conduct its businesses in compliance with applicable anti-corruption laws; and



 


		(ii)	maintain policies and procedures designed to promote and achieve compliance with such laws.



 




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		27.16	Intra-Group Loans



 


		27.16.1	Subject to Clause 27.16.3 and Clause 27.16.4, payments due under any shareholder loans or intra-Group
borrowings where an Obligor is the debtor shall be fully subordinated to the rights of the Lenders and the Bank Guarantors.



 


		27.16.2	Subject to Clause 27.16.3 and Clause 27.16.4, any payments due to the Parent Company from another
Obligor or claims made by the Parent Company against another Obligor, shall be fully subordinated to the rights of the Lenders
and the Bank Guarantors.



 


		27.16.3	Payments made under the Höegh MLP Demand Note shall not be subordinated by operation of Clause
27.16.1 or Clause 27.16.2 and payments due under the Höegh MLP Revolver shall only be subordinated if a Default has occurred
and is continuing (and the Parent Company undertakes to incorporate subordination provisions with respect to this Clause 27.16
in the Höegh MLP Revolver).



 


		27.16.4	Payments due to the Parent Company in respect of certain intra-group borrowings by the Original
Shareholder in an amount equal to the face value of the OPCO Promissory Notes as the same have been or will be transferred by the
Original Shareholder to the Parent Company shall not be subordinated by operation of Clause 27.6.1 or Clause 27.6.2 and shall be
cancelled by the Parent Company in exchange for the transfer of the OPCO Promissory Notes by the Original Shareholder to the Parent
Company.



 


		27.17	Transactions with Affiliates



 


		27.17.1	An Obligor shall not enter into any transaction with an affiliated company unless such transaction
is on market terms and otherwise on an arm’s length basis.



 


		27.17.2	Clause 27.17.1 shall not apply to transactions which are permitted by Clause 27.6.2.



 


		27.18	Pari Passu ranking



 


Each Obligor shall ensure that
at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least
pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are
preferred by laws of general application to companies and except for Permitted Liens.


 


		27.19	Ownership of Original Shareholder and Borrowers



 


		(a)	The Parent Company shall directly or indirectly maintain an ownership of no less than 100 per cent
of the Original Shareholder; and



 


		(b)	The Parent Company shall directly or indirectly maintain an ownership of no less than 100 per cent
of each Borrower prior to the Höegh MLP Effective Date on which the share capital of that Borrower is transferred and following
that date that Borrower shall be 100 per cent owned directly or indirectly by Höegh MLP.



 


		27.20	Control of Höegh MLP



 


As from the establishment of
Höegh MLP, the Parent Company shall own beneficially an ownership interest of at least 50 per cent. of the general partner
of Höegh MLP.


 




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		27.21	Ownership of Vessels



 


Each Vessel
shall remain wholly owned by the relevant Borrower.


 


		27.22	Financial Year End



 


The Parent Company,
the Borrowers and Höegh MLP shall not change their financial year end date.


 


		27.23	Stock listing



 


		27.23.1	The Parent Company shall remain stock listed on the Oslo Stock Exchange (or such other stock exchange
acceptable to the Lenders).



 


		27.23.2	Following the Höegh MLP IPO, Höegh MLP shall remain a Master Limited Partnership listed
on the New York Stock Exchange or NASDAQ (or such other reputable stock exchange acceptable to the Majority Lenders).



 


		27.24	Sanctions



 


		27.24.1	No proceeds of any Loan shall be made available, directly or indirectly, to or for the benefit
of a Restricted Person nor shall they otherwise be applied in a manner or for a purpose prohibited by Sanctions Laws.



 


		27.24.2	The Obligors shall supply to the Agent:



 


		(a)	promptly upon becoming aware of them, the details of any inquiry, claim, action, suit, proceeding
or investigation pursuant to Sanctions Laws by any Sanctions Authority against it, any of its direct or indirect owners, any other
member of the Group, any of their joint ventures or any of their respective directors, officers, employees, agents or representatives,
as well as information on what steps are being taken with regards to answer or oppose such; and



 


		(b)	promptly upon becoming aware that it, any of its direct or indirect owners, any other member of
the Group, any of their joint ventures or any of their respective directors, officers, employees, agents or representatives has
become or is likely to become a Restricted Party.



 


		27.24.3	The Obligors shall (and shall ensure that each other member of the Group, as well as any Manager
and charterer of a Vessel),:



 


		(a)	comply with all laws or regulations:



 


		(i)	applicable to its business; and



 


		(ii)	applicable to a Vessel, its ownership, employment, operation, management and registration,



 


including the ISM Code, the
ISPS Code, all Environmental Laws, all Sanctions Laws and the laws of the Approved Flag;


 


		(b)	obtain, comply with and do all that is necessary to maintain in full force and effect any Environment
Approvals; and



 




    	 	91	 



     

    

 


without limiting paragraph
(a) above, not employ a Vessel nor allow its employment, operation or management in any manner contrary to any law or regulation
including but not limited to the ISM Code, the ISPS Code, all Environmental Laws and all Sanctions Laws.


 


		27.24.4	Each Obligor shall ensure that none of them, nor any other member of the Group, respective directors,
officers, employees, agents or representatives or any other persons acting on any of their behalf, is or will become a Restricted
Person.



 


		28.	Subordination of Swap Liabilities



 


		28.1	Each of the Obligors and each Swap Bank agree and covenant, as
separate covenants, with each of the other Finance Parties and, separately with each other, that, until the end of the Security
Period, the payment and performance of the Swap Liabilities shall be in all respects subordinated to and rank in priority subsequent
to the payment and performance of the obligations of the Obligors under the Finance Documents (other than the Swap Contracts).



 


		28.2	A Swap Bank shall pay an amount equal to any payment or other
asset received or recovered by it or a third party in contravention of Clause 28.1 to the Agent for application in accordance with
Clause 36.5 (Application of Payments); and, for this purpose, where any set-off or similar right has been exercised in contravention
of any of such clause, the amount by which the Swap Liabilities may have been reduced shall be deemed to be a payment received
in contravention of such clause provided always that unless an Event of Default under Clause 29.1 shall have occurred and is continuing
a Swap Bank shall have the right to receive payments under the relevant Swap Contract out of the usual and customary settlements
on the settlement dates.



 


		28.3	Until the end of the Security Period, a Swap Bank will not, without
the prior written consent of the Agent (acting on the instructions of the Lenders), take any step to exercise or enforce any right
or remedy which the Security Trustee now or at any later time has under or in connection with the Finance Documents or otherwise
against the Borrowers.



 


		28.4	A Swap Bank will not (other than on the instructions of the Agent),
in any proceedings or otherwise, claim:



 


		28.4.1	that the subordination arrangements between the Lenders and the Swap Banks provided for in the
Finance Documents are invalid, should be set aside or adjusted or lack the priority which they were intended to have; or



 


		28.4.2	that any payment made to any of the Lenders in accordance with Clause 28.2 was invalid or should
be set aside or adjusted.



 


		28.5	No Lender will, until the end of the Security Period, enter into
any arrangement with any Security Party or any of their Affiliates or do any other thing which would or could reasonably be expected
to lead to the priority or effectiveness of the subordination arrangements provided for in this Agreement being impaired.



 


		28.6	A Swap Bank will, subject to being indemnified to its satisfaction
for all costs and expenses to be incurred thereby, enter into such documents with the Security Trustee and the Security Parties
as may be necessary or desirable to:



 


		28.6.1	maintain the subordination and priorities provided for by this Agreement; or



 




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		28.6.2	enable the Lenders or the Security Trustee to exercise any right or remedy which the Lenders or
the Security Trustee have against the Security Parties under or in connection with the Finance Documents and/or this Agreement.



 


		28.7	Prior to the end of the Security Period, a Swap Bank will promptly
vote or otherwise act in relation to:



 


		28.7.1	any actual or proposed arrangement with creditors or other reorganisation of or involving a Borrower;



 


		28.7.2	any actual or proposed administration of an Obligor;



 


		28.7.3	any actual or proposed administrative receivership of an Obligor; and



 


		28.7.4	any actual or proposed liquidation of an Obligor,



 


as the Security Trustee (acting
on the instructions of the Majority Lenders) may direct, provided that any such direction is in accordance with and consistent
with the provisions of this Agreement.


 


Nothing in this Clause 28 shall
in any way impair or reduce the obligations of the Obligors under the Finance Documents.


 


		29.	Events of Default



 


Each of the events or circumstances
set out in Clause 29 is an Event of Default (save for Clause 29.19 (Acceleration)).


 


		29.1	Non-payment



 


An Obligor does not pay on
the due date any principal, interest or other amount payable pursuant to a Finance Document at the place and in the currency in
which it is expressed to be payable unless its failure to pay is caused by an administrative or technical error or by a Disruption
Event and payment is made within 3 Business Days of its due date.


 


		29.2	Financial covenants and Insurance covenants



 


		29.2.1	Clause 22.2.1, Clause 22.2.2 or Clause 22.2.3 is not satisfied or an Obligor does not comply with
the provisions of Clause 24 (Insurance Covenants).



 


		29.2.2	No Event of Default under Clause 29.2.1 above will occur if the failure to comply is remedied within
5 Business Days of the earlier of (i) the Agent giving notice to the relevant Obligor and (ii) the relevant Obligor becoming aware
of the failure to comply.



 


		29.3	Other obligations



 


		29.3.1	An Obligor does not comply with any provision of the Finance Documents (other than those referred
to in Clause 29.1 (Non-payment) and Clause 29.2 (Financial covenants and Insurance covenants)).



 


		29.3.2	No Event of Default under Clause 29.3.1 above will occur if the failure to comply is capable of
remedy and is remedied within 5 Business Days of the earlier of (i) the Agent giving notice to the relevant Obligor and (ii) the
relevant Obligor becoming aware of the failure to comply.



 




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		29.4	Misrepresentation



 


Any representation or statement
made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of an Obligor
under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when
made or deemed to be made.


 


		29.5	Cross default



 


		29.5.1	Any Financial Indebtedness of an Obligor or any Qualified Subsidiary is not paid when due nor within
any originally applicable grace period.



 


		29.5.2	Any Financial Indebtedness of an Obligor or any Qualified Subsidiary is declared to be or otherwise
becomes due and payable prior to its specified maturity as a result of an event of default (however described).



 


		29.5.3	Any commitment for any Financial Indebtedness of an Obligor or any Qualified Subsidiary is cancelled
or suspended by a creditor of the Obligor or any Qualified Subsidiary as a result of an event of default (however described).



 


		29.5.4	Any creditor of an Obligor or any Qualified Subsidiary becomes entitled to declare any Financial
Indebtedness of the Obligor or any Qualified Subsidiary due and payable prior to its specified maturity as a result of an event
of default (however described).



 


		29.5.5	No Event of Default will occur under this Clause 29.5 if the aggregate amount of Financial Indebtedness
or commitment for Financial Indebtedness falling within sub-clauses 29.5.1 to 29.5.4 above is less than US$8,000,000 (or its equivalent
in any other currency or currencies).



 


		29.6	Insolvency



 


		29.6.1	An Obligor or any Qualified Subsidiary is unable or admits inability to pay its debts as they fall
due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations
with one or more of its creditors with a view to rescheduling any of its indebtedness.



 


		29.6.2	The value of the assets of an Obligor or any Qualified Subsidiary is less than its liabilities
(taking into account contingent and prospective liabilities).



 


		29.6.3	A moratorium is declared in respect of any indebtedness of an Obligor or any Qualified Subsidiary.



 


		29.7	Insolvency proceedings



 


Any corporate action, legal
proceedings or other procedure or step is taken in relation to:


 


		29.7.1	the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration
or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of an Obligor or any Qualified Subsidiary;



 


		29.7.2	a composition, compromise, assignment or arrangement with any creditor of an Obligor or any Qualified
Subsidiary;



 




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		29.7.3	the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory or
other similar officer in respect of an Obligor or any Qualified Subsidiary or any of its assets; or



 


		29.7.4	enforcement of any Security over any assets of any Obligor or any Qualified Subsidiary,



 


or any analogous procedure
or step is taken in any jurisdiction.


 


		29.8	Creditors' process



 


Any expropriation, attachment,
sequestration, distress or execution affects any asset or assets of an Obligor or any Qualified Subsidiary and is not discharged
within 30 days except for any of the foregoing falling within the scope of what is permitted under Clause 23.5 (Arrest).


 


		29.9	Cessation of business



 


An Obligor
suspends or threatens (in writing) to suspend or cease to carry on its business.


 


		29.10	Unlawfulness and invalidity



 


It is or becomes unlawful for
an Obligor or a Refund Guarantor or any other Security Party to perform any of its obligations under the Finance Documents or a
Refund Guarantee or any Transaction Security or a Refund Guarantee is not in full force and effect or does not create in favour
of the Security Trustee for the benefit of the Finance Parties the Security which it is expressed to create with the ranking and
priority it is expressed to have.


 


		29.11	Environmental Incidents



 


An Environmental Incident occurs
which gives rise, or may give rise, to an Environmental Claim which would, in the reasonable opinion of the Majority Lenders be
expected to have a Material Adverse Effect.


 


		29.12	Repudiation and rescission of agreements



 


An Obligor (or any other relevant
party) rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or any of the Transaction Security
or evidences an intention to rescind or repudiate a Finance Document or any Transaction Security.


 


		29.13	Underlying Documents



 


		29.13.1	Subject to Clauses 29.13.2, any Underlying Document (other than the Insurances) is cancelled, prematurely
terminated, frustrated or rescinded for any reason whatsoever and such Underlying Document has not been immediately replaced by
a new document on similar terms to such Underlying Document and which terms are acceptable to the Lenders and the Bank Guarantors
or any party is in breach of its obligations under an Underlying Document and such breach could allow such party to exercise a
right of termination or could in the reasonable opinion of the Majority Lenders have a Material Adverse Effect.



 


		29.13.2	Any default by an Obligor occurs under a Building Contract, a Refund Guarantee or any related contract,
which would impair the ability of any Obligor to perform its obligations under the Finance Documents.



 




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		29.14	Arrest



 


A Vessel is arrested or detained
and not released in accordance with Clause 23.5 (Arrest).


 


		29.15	Litigation



 


Any litigation, arbitration,
administrative, governmental, regulatory or other investigations, proceedings or disputes, other than as has been disclosed in
the Disclosure Letter, are commenced or threatened in relation to the Transaction Documents or the transactions contemplated in
the Transaction Documents or against any member of the Group or its assets which has or is reasonably likely to have a Material
Adverse Effect or where there is an unsatisfied uninsured material judgment against any of the Obligors following a final appeal
equal to or exceeding US$8,000,000.


 


		29.16	Material Adverse Change



 


		29.16.1	Any event or circumstance occurs which the Majority Lenders reasonably believe might have a Material
Adverse Effect.



 


		29.16.2	For the avoidance of doubt, an event or circumstance referred to in Clause 29.16.1 may include
any judgment, decision or ruling (which is not capable of appeal) or any settlement in relation to the litigation disclosed in
the Disclosure Letter if the Majority Lenders reasonably believe such judgment, decision, ruling or settlement might have a Material
Adverse Effect.



 


		29.17	Authorisations



 


An Authorisation which was
required:


 


		(a)	to enable it lawfully to enter into, exercise its rights and comply with its obligations under
the Transaction Documents to which it is a party;



 


		(b)	to make the Transaction Documents to which it is a party admissible in evidence in any Relevant
Jurisdiction; and



 


		(c)	to enable it to create the Security to be created under the Security Documents and to ensure that
such Security has the priority and ranking it is expressed to have,



 


is no longer in full force
and effect.


 


		29.18	Sanctions



 


Any Obligor, any Affiliate
of any Obligor, any of their joint ventures or any of their respective directors, officers, employees, agents or representatives
or any other persons acting on any of their behalf, becomes a Restricted Party or otherwise acts in violation of any Sanctions.


 


		29.19	Acceleration



 


On and at any time after the
occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice
to the Obligors:


 


		(a)	cancel the Total Commitments for each Facility whereupon they shall immediately be cancelled;



 




    	 	96	 



     

    

 


		(b)	declare that all or part of the Loans, together with accrued interest, and all other amounts accrued
or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable;



 


		(c)	declare that all or part of the Loans be payable on demand, whereupon they shall immediately become
payable on demand by the Agent on the instructions of the Majority Lenders; and/or



 


		(d)	exercise or direct the Security Trustee to exercise any or all of the rights, remedies, powers
or discretions under the Finance Documents provided that, during the period commencing on the first Höegh MLP Effective Date
and ending on the second Höegh MLP Effective Date, the Agent shall not exercise any or all of the rights, remedies, powers,
or discretions under the Finance Documents against the Dropdown Borrower or Höegh MLP or otherwise in relation to the Dropdown
Vessel, and the chartering thereof, including EgyptCo and the Quotaholders unless such Event of Default has occurred directly and
expressly with respect to a member of the Höegh MLP Group or the chartering of the Dropdown Vessel, including EgyptCo and
the Quotaholders.



 




    	 	97	 



     

    

 


SECTION 9

CHANGES TO PARTIES


 


		30.	Changes to the Lenders, Bank GuArantors and Swap Banks



 


		30.1	Assignments and transfers by the Lenders, Bank Guarantors and Swap Banks



 


Subject to this Clause 30,
a Commercial Lender and/or Bank Guarantor and/or Swap Bank (the "Existing Finance Party") may:


 


		(a)	assign any of its rights; or



 


		(b)	transfer by novation any of its rights and obligations,



 


under any Finance Document
to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the
purpose of making, purchasing or investing in loans, securities or other financial assets (the "New Finance Party").


 


		30.2	Conditions of assignment or transfer



 


		30.2.1	An assignment or transfer under Clause 30.1 above shall be subject to:



 


		(a)	the prior written consent of the Borrowers (such consent not to be unreasonably withheld or delayed),
other than:



 


		(i)	in the case of a transfer by a Commercial Lender and/or Bank Guarantor and/or Swap Bank to an Affiliate
of that Commercial Lender and/or Bank Guarantor and/or Swap Bank (provided that such transfer does not result in any additional
or increased cost to the Borrowers); or



 


		(ii)	following the occurrence of a Default which is continuing; or



 


		(b)	a minimum transfer amount of US$10,000,000; and



 


		30.2.2	The Existing Finance Party assigning or transferring its rights and obligations under the Commercial
Facility shall also assign and transfer its rights and obligations under the Bank Guarantee Facility, subject to the prior written
consent of the ECA Lender being provided by the Agent.



 


		30.2.3	The consent of the Borrowers to an assignment or transfer must not be unreasonably withheld or
delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Finance Party has requested
it unless consent is expressly refused by the Borrowers within that time.



 


		30.2.4	An assignment will only be effective on:



 


		(a)	receipt by the Agent of written confirmation from the New Finance Party (in form and substance
satisfactory to the Agent) that the New Finance Party will assume the same obligations to the other Finance Parties as it would
have been under if it was an original party to the relevant Finance Document; and



 


		(b)	performance by the Agent of all necessary "know your customer" or other similar checks
under all applicable laws and regulations in relation to such assignment to a New Finance Party, the completion of which the Agent
shall promptly notify to the Existing Finance Party and the New Finance Party.



 




    	 	98	 



     

    

 


		30.2.5	A transfer will only be effective if the procedure set out in Clause 30.5 (Procedure for transfer)
is complied with.



 


		30.2.6	If:



 


		(a)	a Lender or Bank Guarantor or Swap Bank assigns or transfers any of its rights or obligations under
the Finance Documents or changes its Facility Office; and



 


		(b)	as a result of circumstances existing at the date the assignment,
transfer or change occurs, an Obligor would be obliged to make a payment to the New Finance Party or Lender or Bank Guarantor
or Swap Bank acting through its new Facility Office under Clause 13 (Tax gross-up and indemnities) or Clause 14 (Increased
Costs),



 


then the New Finance Party
or Lender or Bank Guarantor or Swap Bank acting through its new Facility Office is only entitled to receive payment under those
Clauses to the same extent as the Existing Finance Party or Lender or Bank Guarantor or Swap Bank acting through its previous Facility
Office would have been if the assignment, transfer or change had not occurred.


 


		30.2.7	Each New Finance Party, by executing the relevant Transfer Certificate or Assignment Agreement,
confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been
approved by or on behalf of the requisite Lender or Bank Guarantor or Swap Bank in accordance with this Agreement on or prior to
the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision
to the same extent as the Existing Finance Party would have been had it remained a Lender or Bank Guarantor or Swap Bank.



 


		30.3	Assignment or transfer fee



 


		30.3.1	Subject to Clause 30.3.2, the New Finance Party shall, on the date upon which an assignment or
transfer takes effect, pay to the Agent (for its own account) a fee of US$3,500;



 


		30.3.2	The fee set out in Clause 30.3.1 shall not be payable in the case of an assignment or transfer
to a New Finance Party notified to the Agent prior to the date of this Agreement provided that such assignment or transfer takes
effect within 10 Business Days of the date of this Agreement.



 


		30.4	Limitation of responsibility of Existing Finance Parties



 


		30.4.1	Unless expressly agreed to the contrary, an Existing Finance Party makes no representation or warranty
and assumes no responsibility to a New Finance Party for:



 


		(a)	the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents,
the Transaction Security or any other documents;



 


		(b)	the financial condition of an Obligor;



 


		(c)	the performance and observance by any Obligor of its obligations under the Transaction Documents
or any other documents; or



 




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		(d)	the accuracy of any statements (whether written or oral)
made in or in connection with any Transaction Document or any other document,



 


and any representations
or warranties implied by law are excluded.


 


		30.4.2	Each New Finance Party confirms to the Existing Finance Party, the other Finance Parties and the
Secured Parties that it:



 


		(a)	has made (and shall continue to make) its own independent investigation and assessment of the financial
condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not
relied exclusively on any information provided to it by the Existing Finance Party or any other Finance Party in connection with
any Transaction Document or the Transaction Security; and



 


		(b)	will continue to make its own independent appraisal of the creditworthiness of each Obligor and
its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.



 


		30.4.3	Nothing in any Finance Document obliges an Existing Finance Party to:



 


		(a)	accept a re-transfer from a New Finance Party of any of the rights and obligations assigned or
transferred under this Clause 30; or



 


		(b)	support any losses directly or indirectly incurred by the New Finance Party by reason of the non-performance
by an Obligor of its obligations under the Transaction Documents or otherwise.



 


		30.5	Procedure for transfer



 


		30.5.1	Subject to the conditions set out in Clause 30.2 (Conditions of assignment or transfer)
a transfer is effected in accordance with Clause 30.5.2 below when the Agent executes an otherwise duly completed Transfer Certificate
delivered to it by the Existing Finance Party and the New Finance Party. The Agent shall, subject to Clause 30.5.2 below, as soon
as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the
terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.



 


		30.5.2	The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing
Finance Party and the New Finance Party once it is satisfied it has complied with all necessary "know your customer"
or other similar checks under all applicable laws and regulations in relation to the transfer to such New Finance Party.



 


		30.5.3	On the Transfer Date:



 


		(a)	to the extent that in the Transfer Certificate the Existing Finance Party seeks to transfer by
novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors
and the Existing Finance Party shall be released from further obligations towards one another under the Finance Documents and in
respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect
of the Transaction Security shall be cancelled (being the "Discharged Rights and Obligations");



 




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		(b)	each of the Obligors and the New Finance Party shall assume obligations towards one another and/or
acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other
member of the Group and the New Finance Party have assumed and/or acquired the same in place of that Obligor and the Existing Finance
Party;



 


		(c)	the Agent, the Mandated Lead Arranger, the Security Trustee, the New Finance Party, the other Lenders,
and the other Swap Banks shall acquire the same rights and assume the same obligations between themselves and in respect of the
Transaction Security as they would have acquired and assumed had the New Finance Party been an original party to the relevant Finance
Documents with the rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent,
the Mandated Lead Arranger, the Security Trustee and the Existing Finance Party shall each be released from further obligations
to each other under the Finance Documents; and



 


		(d)	the New Finance Party shall become a Party as a "Lender".



 


		30.6	Copy of Transfer Certificate or Increase Confirmation to Borrowers



 


		30.6.1	The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate
or an Increase Confirmation, send to the Borrowers a copy of that Transfer Certificate or an Increase Confirmation.



 


		30.7	Security over Finance Parties’ rights



 


In addition to the other rights
provided to Lenders, Bank Guarantors and Swap Banks under this Clause 30, each Lender, Bank Guarantor and Swap Bank may, without
consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create Security in or over (whether
by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender or
Bank Guarantor or Swap Bank including, without limitation:


 


		(a)	any charge, assignment or other Security to secure obligations to a federal reserve or central
bank; and



 


		(b)	in the case of any Lender or Bank Guarantor or Swap Bank
which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of
obligations owned, or securities issued, by that Lender or Bank Guarantor or Swap Bank as security for those obligations or securities,



 


except that no such charge,
assignment or Security shall:


 


		(i)	release a Lender or Bank Guarantor or Swap Bank from any of its obligations under the Finance Documents
or substitute the beneficiary of the relevant charge, assignment or Security for the Lender or Bank Guarantor or Swap Bank as a
party to any of the Finance Documents; or



 


		(ii)	require any payments to be made by an Obligor other than or in excess of, or grant to any person
any more extensive rights than, those required to be made or granted to the relevant Lender or Bank Guarantor or Swap Bank under
the Finance Documents.



 




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		30.8	Disclosure of information



 


		30.8.1	Any Lender or Bank Guarantor or Swap Bank may disclose to its professional advisers (including,
if relevant, any ratings agency), to any of its Affiliates and any other person:



 


		(a)	to (or through) whom that Lender or Bank Guarantor or Swap Bank assigns or transfers (or may potentially
assign or transfer) all or any of its rights and obligations under this Agreement;



 


		(b)	with (or through) whom that Lender or Bank Guarantor or Swap Bank enters into (or may potentially
enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to,
this Agreement or an Obligor; or



 


		(c)	to whom, and to the extent that, information is required
to be disclosed by any applicable law or regulation,



 


any information about an Obligor,
the Group and the Finance Documents as that Lender or Bank Guarantor or Swap Bank shall consider appropriate if, in relation to
paragraphs (a) and (b) above, the person to whom the information is to be given has entered into a Confidentiality Undertaking.


 


		31.	Restriction on debt purchase transactions



 


		31.1	Prohibition on Debt Purchase Transactions by the Group and Sponsor Affiliates



 


The Obligors
shall not, and shall ensure that each other member of the Group or any Sponsor Affiliate shall not, enter into any Debt Purchase
Transaction or beneficially own in excess of 1 per cent. of the share capital of a company that is a Lender and/or a Bank Guarantor
or a party to a Debt Purchase Transaction of the type referred to in paragraphs (b) or (c) of the definition of Debt Purchase Transaction.


 


		31.2	Disenfranchisement on Debt Purchase Transactions entered into by the Group or Sponsor Affiliates
contrary to Clause 31.1



 


For the avoidance of doubt,
for so long as a member of the Group or a Sponsor Affiliate, contrary to the provisions of Clause 31.1 of this Agreement, (i) beneficially
owns a Commitment or (ii) has entered into a sub-participation agreement relating to a Commitment or other agreement or arrangement
having a substantially similar economic effect and such agreement or arrangement has not been terminated:


 


		(a)	in ascertaining the Majority Lenders or whether any given percentage (including, for the avoidance
of doubt, unanimity) of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other
vote under the Finance Documents such Commitment shall be deemed to be zero; and



 


		(b)	for the purposes of Clause 14.3 (Exceptions), such Sponsor Affiliate or the person with
whom it has entered into such sub-participation, other agreement or arrangement shall be deemed not to be a Lender and/or a Bank
Guarantor (unless in the case of a person not being a Sponsor Affiliate it is a Lender and/or a Bank Guarantor by virtue otherwise
than by beneficially owning the relevant Commitment).



 




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		31.3	Sponsor Affiliates' notification to other Lenders and Bank Guarantors of Debt Purchase Transactions



 


Any Sponsor Affiliate which
is or becomes a Lender and/or Bank Guarantor and which enters into a Debt Purchase Transaction as a purchaser or a participant
shall, by 4.00 pm on the Business Day following the day on which it entered into that Debt Purchase Transaction, notify the
Agent of the extent of the Commitment(s) or amount outstanding to which that Debt Purchase Transaction relates. The Agent shall
promptly disclose such information to the Lenders and the Bank Guarantors.


 


		32.	Changes to the Obligors



 


		32.1	Assignments and transfers



 


Without the prior consent of
the Lenders and the Bank Guarantors, no Obligor may assign any of its rights or transfer any of its rights or obligations under
the Finance Documents.


 


		32.2	Additional Corporate Guarantor



 


		32.2.1	Subject to compliance with the provisions of Clause ‎20.6
("Know your customer" checks) and the conditions set out in Schedule 2, Part VI, Höegh MLP shall become a
Corporate Guarantor on the first Höegh MLP Effective Date.



 


		32.2.2	The Parent Company shall ensure that Höegh MLP shall grant the relevant Transaction Security
with respect to a Borrower on or prior to the Höegh MLP Effective Date for such Borrower.



 


		32.2.3	Höegh MLP shall:



 


		(a)	deliver to the Agent on the first Höegh MLP Effective Date a duly completed and executed Höegh
MLP Accession Deed in the form set out in Schedule 9;



 


		(b)	deliver to the Security Trustee on the first Höegh MLP Effective Date a duly completed and
executed Höegh MLP Accession Deed (as defined in the Trust Agreement); and



 


		(c)	ensure the Agent has received on each Höegh MLP Effective Date all of the documents and other
evidence listed in Part VI of Schedule 2 (Conditions precedent), each in form and substance satisfactory to the Agent.



 


		32.2.4	The Agent shall notify the Parent Company, the Lenders and the Bank Guarantors promptly upon being
satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part VI
of Schedule 2 (Conditions precedent).



 


		32.2.5	Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary
before the Agent gives the notification described in Clause 32.2.4 above, the Lenders authorise (but do not require) the Agent
to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any
such notification.



 




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SECTION
10

THE FINANCE PARTIES


 


		33.	Role of the Agent and the Mandated Lead Arranger



 


		33.1	Appointment of the Agent



 


		33.1.1	Each other Finance Party appoints the Agent to act as its agent under and in connection with the
Finance Documents.



 


		33.1.2	Each other Finance Party authorises the Agent to perform the duties, obligations and responsibilities
and to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the
Finance Documents together with any other incidental rights, powers, authorities and discretions.



 


		33.2	Instruction



 


		33.2.1	The Agent shall:



 


		(a)	unless a contrary indication appears in a Finance Document, exercise or refrain from exercising
any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:



 


		(i)	all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and



 


		(ii)	in all other cases, the Majority Lenders; and



 


		(iii)	not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with
paragraph (i) above.



 


		(b)	The Agent shall be entitled to request instructions, or clarification of any instruction, from
the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of
Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising
any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives those instructions
or that clarification.



 


		(c)	Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders
under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the
Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all
Finance Parties save for the Agent.



 


		(d)	The Agent may refrain from acting in accordance with any instructions of any Lender or group of
Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in
extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which
it may incur in complying with those instructions.



 




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		(e)	In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be
in the best interest of the Lenders.



 


		(f)	The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's
consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (f) shall not apply to any legal
or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement
of the Transaction Security or Security Documents.



 


		33.3	Duties of the Agent



 


		33.3.1	The Agent’s duties under the Finance Documents are solely mechanical and administrative in
nature.



 


		33.3.2	Subject to Clause 33.3.3 below, the Agent shall promptly forward to a Party the original or a copy
of any document which is delivered to the Agent for that Party by any other Party.



 


		33.3.3	Without prejudice to Clause 30.6 (Copy of Transfer Certificate or Increase Confirmation),
Clause 33.3.2 above shall not apply to any Transfer Certificate or Increase Confirmation.



 


		33.3.4	Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review
or check the adequacy, accuracy or completeness of any document it forwards to another Party.



 


		33.3.5	If the Agent receives notice from a Party referring to this Agreement, describing a Default and
stating that the circumstance described is a Default, it shall promptly notify the Finance Parties.



 


		33.3.6	If the Agent is aware of the non-payment of any principal, interest, Commitment Fee, Guarantee
Commission or other fee payable to a Finance Party (other than the Agent or the Mandated Lead Arranger) under this Agreement it
shall promptly notify the other Finance Parties.



 


		33.3.7	The Agent may disclose the identity of a Defaulting Lender to other Finance Parties and the Borrowers
and shall disclose the same upon the written request of the Borrowers or the Majority Lenders.



 


		33.3.8	The Agent shall have only those duties, obligations and responsibilities expressly specified in
the Finance Documents to which it is expressed to be a party (and no others shall be implied).



 


		33.4	Particular duties and liabilities of the Agent in relation to the ECA Lender



 


		33.4.1	The Agent shall as Agent for the ECA Lender have the following duties:



 


		(a)	to inform the Borrowers of interest, instalments and other amounts due from the Borrowers to the
ECA Lender (other than Break Costs), and Guarantee Commission due from the Borrowers to the Bank Guarantors under the Finance Documents;



 


		(b)	to notify the ECA Lender and the Bank Guarantors of any non-payment of any principal, interest,
fees or other amount payable to the ECA Lender and/or the Bank Guarantors (other than Break Costs) under this Agreement;



 




    	 	105	 



     

    

 


		(c)	to notify the ECA Lender and the Bank Guarantors (i) of any failure by the Borrowers to deliver
the documents required to be delivered under Clause 20.1 (Financial statements) or Clause 20.2 (Compliance Certificate),
(ii) in the event any of the insurances required to be maintained under Clause 24 (Insurance) reaches its expiry date without
relevant evidence of renewal being presented to it as Agent, and (iii) to forward to the ECA Lender the original or a copy of any
document which is delivered to it as Agent by or on behalf of the insurers to satisfy the obligations undertaken by the insurers
under the its letter of undertaking issued by them to the Agent in accordance with the Finance Documents, hereunder any notice
of non-renewal of the relevant insurances;



 


		(d)	to forward to the ECA Lender the original or a copy of any document which is delivered to the Agent
for ECA Lender by the Borrowers;



 


		(e)	unless otherwise instructed by the Majority Lenders, request from the Borrowers that any non-compliance
contemplated by (b) or (c) above be immediately remedied (if capable of remedy), and



 


		(f)	to keep and hold the originals of the Security Documents.



 


		33.4.2	Notwithstanding paragraph (a) of Clause 33.12.1 (Exclusion of Liability) and without limiting
paragraph (b) of Clause 33.12.1 (Exclusion of Liability), the Agent will not be liable to the ECA Lender for any failure
to perform its duties as Agent under this Agreement, unless directly caused by its negligence or wilful misconduct.



 


		33.5	Role of the Mandated Lead Arranger



 


Except as specifically provided
in the Finance Documents, the Mandated Lead Arranger has no obligations of any kind to any other Party under or in connection with
any Finance Document.


 


		33.6	No fiduciary duties



 


		33.6.1	Nothing in any Finance Document constitutes the Agent or the Mandated Lead Arranger as a trustee
or fiduciary of any other person.



 


		33.6.2	Neither the Account Bank, the Agent, the Mandated Lead Arranger, the Security Trustee nor the Swap
Banks shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.



 


		33.7	Business with the Group



 


Any of the Agent, the Account
Bank, the Mandated Lead Arranger, the Security Trustee and the Swap Banks may accept deposits from, lend money to and generally
engage in any kind of banking or other business with the Group.


 


		33.8	Rights and discretions
                                         of the Agent



 


		33.8.1	The Agent may:



 


		(a)	rely on any representation, communication, notice or document believed by it to be genuine, correct
and appropriately authorised; and



 




    	 	106	 



     

    

 


		(b)	assume that:



 


		(i)	any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders
are duly given in accordance with the terms of the Finance Documents; and



 


		(ii)	unless it has received notice of revocation, that those instructions have not been revoked; and



 


		(c)	rely on a certificate from any person:



 


		(i)	as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge
of that person; or



 


		(ii)	to the effect that such person approves of any particular dealing, transaction, step, action or
thing,



 


as sufficient evidence that
that is the case and, in the case of paragraph (a) above, may assume the truth and accuracy of that certificate.


 


		33.8.2	The Agent may each assume (unless it has received notice to the contrary in its capacity as agent
for the Lenders) that:



 


		(a)	no Default has occurred (unless it has actual knowledge of a Default arising under Clause 29.1
(Non-payment));



 


		(b)	any right, power, authority or discretion vested in any Party or the Majority Lenders has not been
exercised; and



 


		(c)	any notice or request made by the Borrowers (other than a Utilisation Request or Selection Notice)
is made on behalf of and with the consent and knowledge of all the Obligors.



 


		33.8.3	The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers,
surveyors or other professional advisers or experts.



 


		33.8.4	Without prejudice to the generality of Clause 33.8.3 above or 33.8.5 below, the Agent may at any
time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers
instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.



 


		33.8.5	The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors
or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any
damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.



 


		33.8.6	The Agent may act in relation to the Finance Documents through its officers, employees and agents
and the Agent shall not:



 


		(a)	be liable for any error of judgment made by any such person; or



 


		(b)	be bound to supervise, or be in any way responsible for, any loss incurred by reason of misconduct,
omission or default on the part, of any such person,



 




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unless such error or such loss
was directly caused by the Agent's gross negligence or wilful misconduct.


 


		33.8.7	The Agent may each act in relation to the Finance Documents and any Eksportkreditt Bank Guarantees
(as applicable) through its personnel and agents.



 


		33.8.8	Unless a Finance Document expressly provides otherwise, the Agent may each disclose to any other
Party any information it reasonably believes it has received as agent under this Agreement.



 


		33.8.9	Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent,
the Account Bank, the Mandated Lead Arranger, the Security Trustee nor the Swap Banks is obliged to do or omit to do anything if
it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty
of confidentiality.



 


		33.8.10	Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged
to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities
or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate
indemnity against, or security for, such risk or liability is not reasonably assured to it.



 


		33.9	Majority Lenders' instructions



 


		33.9.1	Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right,
power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or,
if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent
and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction
of the Majority Lenders.



 


		33.9.2	Unless a contrary indication appears in a Finance Document, any instructions given by the Majority
Lenders will be binding on all the Finance Parties other than the Security Trustee.



 


		33.9.3	The Agent may each refrain from acting in accordance with the instructions of the Majority Lenders
(or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together
with any associated VAT) which it may incur in complying with the instructions.



 


		33.9.4	In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the
Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.



 


		33.9.5	The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's
consent) in any legal or arbitration proceedings relating to any Finance Document. This Clause 33.9.5 shall not apply to any legal
or arbitration proceeding relating to the perfection, preservation or protection of the rights under the Security Documents or
enforcement of the Transaction Security or the Security Documents.



 


		33.10	Responsibility for documentation



 


Neither the Agent, the Account
Bank, the Mandated Lead Arranger nor any Swap Bank is responsible or liable for:


 




    	 	108	 



     

    

 


		(a)	the adequacy, accuracy or completeness of any information (whether oral or written) supplied by
the Account Bank, the Agent, the Mandated Lead Arranger, the Swap Bank, an Obligor or any other person given in or in connection
with any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of,
under or in connection with any Finance Document; or



 


		(b)	is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Transaction
Document, or the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation
of or in connection with any Transaction Document.



 


		33.11	No duty to monitor



 


The Agent shall not be bound
to enquire:


 


		(a)	whether or not any Default has occurred;



 


		(b)	as to the performance, default or any breach by any Party of its obligations under any Finance
Document; or



 


		(c)	whether any other event specified in any Finance Document has occurred.



 


		33.12	Exclusion of liability



 


		33.12.1	Without limiting Clause 33.12.2 (and without prejudice to any other provision of any Finance Document
excluding or limiting the liability of the Agent, the Account Bank, the Mandated Lead Arranger or the Swap Banks), none of the
Agent, the Account Bank, the Mandated Lead Arranger or any Swap Bank will be liable (including, without limitation, for negligence
or any other category of liability whatsoever) for:



 


		(a)	any damages, costs or losses to any person, any diminution in value, or any liability whatsoever
arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security,
unless directly caused by its gross negligence or wilful misconduct;



 


		(b)	exercising, or not exercising, any right, power, authority or discretion given to it by, or in
connection with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made
or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security; or



 


		(c)	without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or losses
to any person, any diminution in value or any liability whatsoever arising as a result of:



 


		(i)	any act, event or circumstance not reasonably within its control; or



 


		(ii)	the general risks of investment in, or the holding of assets in, any jurisdiction,



 




    	 	109	 



     

    

 


including (in each case and
without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation
or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the
execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction
of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism,
insurrection or revolution; or strikes or industrial action.


 


		33.12.2	No Party (other than the Account Bank, the Agent or a Swap Bank) may take any proceedings against
any officer, employee or the agent of the Account Bank, the Agent or a Swap Bank in respect of any claim it might have against
the Account Bank, the Agent, or a Swap Bank or in respect of any act or omission of any kind by that officer, employee or agent
in relation to any Finance Document and any officer, employee or agent of the Account Bank, the Agent, or the Swap Bank may rely
on this Clause subject to Clause 1.4 (Third Party Rights) and the provisions of the Third Parties Act.



 


		33.12.3	The Agent will not be liable for any delay (or any related consequences) in crediting an account
with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon
as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system
used by the Agent for that purpose.



 


		33.12.4	Nothing in this Agreement shall oblige the Agent, or the Mandated Lead Arranger to carry out any
"know your customer" or other checks in relation to any person or any check on the extent to which any transaction contemplated
by this Agreement might be unlawful for any Lender and each Lender confirms to the Agent and the Mandated Lead Arranger that it
is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to
such checks made by the Agent or the Mandated Lead Arranger.



 


		33.12.5	Without prejudice to any provision of any Finance Document excluding or limiting the Agent's liability,
any liability of the Agent arising under or in connection with any Finance Document or the Transaction Security shall be limited
to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to
the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference
to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall
the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special,
punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.



 


		33.13	Lenders' and Bank Guarantors’ indemnity to the Agent



 


		33.13.1	Each Lender and/or Bank Guarantor (as applicable) shall (in proportion to its share of the Total
Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction
to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability (including, without limitation,
for negligence or any other category of liability whatsoever) incurred by the Agent (as applicable) (otherwise than by reason of
its gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 36.9 (Disruption
to Payment Systems etc.) notwithstanding its negligence, gross negligence or any other category of liability whatsoever but
not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents (unless the Agent has been
reimbursed by an Obligor pursuant to a Finance Document).



 




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		33.13.2	Subject to Clause ‎33.13.3,
the Borrowers shall immediately on demand reimburse any Lender and/or Bank Guarantor (as applicable) for any payment that Lender
and/or Bank Guarantor (as applicable) makes to the Agent pursuant to Clause 33.13.1 above.



 


		33.13.3	Clause 33.13.2 shall not apply to the extent that the indemnity payment in respect of which the
Lender and/or Bank Guarantor (as applicable) claims reimbursement relates to a liability of the Agent to an Obligor.



 


		33.14	Resignation of the Agent



 


		33.14.1	The Agent may resign and appoint one of its Affiliates as successor by giving notice to the other
Finance Parties and the Borrowers.



 


		33.14.2	Alternatively the Agent may resign by giving notice to the other Finance Parties and the Borrowers,
in which case the Majority Lenders (after consultation with the Borrowers) may appoint a successor Agent.



 


		33.14.3	If the Majority Lenders have not appointed a successor Agent in accordance with Clause 33.14.2
within 30 days after notice of resignation was given, the Agent may, with the consent of the Borrowers (such consent not to be
unreasonably withheld or delayed beyond 30 days) appoint a successor Agent.



 


		33.14.4	The retiring Agent shall, at its own cost, make available to the successor Agent such documents
and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions
as Agent under the Finance Documents.



 


		33.14.5	The Agent's resignation notice shall only take effect upon the appointment of a successor.



 


		33.14.6	Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation
in respect of the Finance Documents (other than its obligation under 33.14.4 above) but shall remain entitled to the benefit of
Clause 15.3 (Indemnity to the Agent) and this Clause 33 (and any agency fees for the account of the retiring Agent shall
cease to accrue from (and shall be payable on) that date). Its successor and each of the other Parties shall have the same rights
and obligations amongst themselves as they would have had if such successor had been an original Party.



 


		33.14.7	After consultation with the Borrowers, the Majority Lenders may, by notice to the Agent, require
it to resign in accordance with Clause 33.14.2. In this event, the Agent shall resign in accordance with Clause 33.14.2.



 


		33.15	Confidentiality



 


		33.15.1	In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency
division which shall be treated as a separate entity from any other of its divisions or departments.



 


		33.15.2	If information is received by another division or department of the Agent, it may be treated as
confidential to that division or department and the Agent shall not be deemed to have notice of it.



 


		33.15.3	Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent,
nor the Mandated Lead Arranger is obliged to disclose to any other person (i) any confidential information or (ii) any other information
if the disclosure would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary
duty.



 




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		33.16	Relationship with the Lenders and Bank Guarantors



 


		33.16.1	The Agent may treat each Lender or Bank Guarantor as a Lender or Bank Guarantor, entitled to payments
under this Agreement and acting through its Facility Office unless it has received not less than five Business Days prior notice
from that Lender or Bank Guarantor to the contrary in accordance with the terms of this Agreement.



 


		33.16.2	Each Lender and/or Bank Guarantor (as applicable) shall supply the Agent with any information that
the Agent may reasonably specify (through the Agent) as being necessary or desirable to enable the Agent to perform its functions
as Security Trustee. Each Lender and/or Bank Guarantor (as applicable) shall deal with the Security Trustee exclusively through
the Agent and shall not deal directly with the Security Trustee.



 


		33.17	Credit appraisal by the Lenders and Bank Guarantors



 


Without affecting the responsibility
of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender and each Bank
Guarantor confirms to the Account Bank, Agent, the Mandated Lead Arranger and the Swap Banks that it has been, and will continue
to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection
with any Finance Document including but not limited to:


 


		(a)	the financial condition, status and nature of each member of the Group;



 


		(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the
Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under
or in connection with any Finance Document or the Transaction Security



 


		(c)	whether that Lender and Bank Guarantor has recourse, and the nature and extent of that recourse,
against any Party or any of its respective assets under or in connection with any Finance Document, the Transaction Security, the
transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed
in anticipation of, under or in connection with any Finance Document or the Transaction Security; and



 


		(d)	the adequacy, accuracy or completeness of any information provided by the Agent, any Party or by
any other person under or in connection with any Finance Document, the transactions contemplated by any Finance Document or any
other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance
Document; and



 


		(e)	the right or title of any person in or to or the value or sufficiency of any part of the Charged
Property, the priority of any of the Transaction Security or the existence of any Security affecting the Charged Property.



 




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		33.18	Reference Banks



 


If a Reference Bank (or, if
a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall (in consultation
with the Borrowers) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.


 


		33.19	Deduction from amounts payable by the Agent



 


If any Party owes an amount
to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that
amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply
the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be
regarded as having received any amount so deducted.


 


		34.	Conduct of business by the Finance Parties



 


No provision of this Agreement
will:


 


		(a)	interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever
manner it thinks fit;



 


		(b)	oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available
to it or the extent, order and manner of any claim; or



 


		(c)	oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise)
or any computations in respect of Tax.



 


		35.	Sharing among the Finance Parties



 


		35.1	Payments to Finance Parties



 


If a Finance Party (a "Recovering
Finance Party") receives or recovers any amount from an Obligor other than in accordance with Clause 36 (Payment mechanics)
and applies that amount to a payment due under the Finance Documents then:


 


		(a)	the Recovering Finance Party shall, within three Business Days, notify details of the receipt or
recovery, to the Agent;



 


		(b)	the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering
Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance
with Clause 36 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to
the receipt, recovery or distribution; and



 


		(c)	the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the
Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Agent determines
may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 36.5 (Application
of payments).



 




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		35.2	Redistribution of payments



 


The Agent shall treat the Sharing
Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering
Finance Party) in accordance with Clause 36.5 (Application of payments).


 


		35.3	Recovering Finance Party's rights



 


		35.3.1	On a distribution by the Agent under Clause 35.2 (Redistribution of payments), the Recovering
Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution.



 


		35.3.2	If and to the extent that the Recovering Finance Party is not able to rely on its rights under
Clause 35.3.1, the relevant Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which
is immediately due and payable.



 


		35.4	Reversal of redistribution



 


If any part of the Sharing
Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:


 


		(a)	each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause
35.2 (Redistribution of payments) shall, upon request of the Agent, pay to the Agent for account of that Recovering Finance
Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse
that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is
required to pay); and



 


		(b)	that Recovering Finance Party's rights of subrogation in respect of any reimbursement shall be
cancelled and the relevant Obligor will be liable to the reimbursing Finance Party for the amount so reimbursed.



 


		35.5	Exceptions



 


		35.5.1	This Clause 35.5.1 shall not apply to the extent that the Recovering Finance Party would not, after
making any payment pursuant to this Clause, have a valid and enforceable claim against relevant Obligor.



 


		35.5.2	A Recovering Finance Party is not obliged to share with any other Finance Party any amount which
the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:



 


		(a)	it notified that other Finance Party of the legal or arbitration proceedings; and



 


		(b)	that other Finance Party had an opportunity to participate in those legal or arbitration proceedings
but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.



 




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SECTION 11

ADMINISTRATION


 


		36.	Payment mechanics



 


		36.1	Payments to the Agent



 


		36.1.1	On each date on which an Obligor or a Lender is required to make a payment under a Finance Document,
that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document)
for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of
transactions in the relevant currency in the place of payment.



 


		36.1.2	Payment shall be made to such account in the principal financial centre of the country of that
currency with such bank as the Agent specifies.



 


		36.2	Distributions by the Agent



 


Each payment received by the
Agent under the Finance Documents for another Party shall, subject to Clause 36.3 (Distributions to an Obligor) and Clause
36.4 (Clawback) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment
in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party
may notify to the Agent by not less than five Business Days' notice with a bank specified by that Party in the principal financial
centre of the country of that currency.


 


		36.3	Distributions to an Obligor



 


The Agent may (with the consent
of an Obligor or in accordance with Clause 37 (Set-off)) apply any amount received by it for that Obligor in or towards
payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents
or in or towards purchase of any amount of any currency to be so applied.


 


		36.4	Clawback



 


		36.4.1	Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent
is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been
able to establish to its satisfaction that it has actually received that sum.



 


		36.4.2	Unless Clause 36.4.3 below applies, if the Agent pays an amount to another Party and it proves
to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any
related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount
from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.



 


		36.4.3	If the Agent has notified the Lenders that it is willing to make available amounts for the account
of a Borrower before receiving funds from the Lenders then if and to the extent that the Agent does so but it proves to be the
case that it does not then receive funds from a Lender in respect of a sum which it paid to a Borrower:



 




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		(a)	the Agent shall notify the Parent Company of that Lender's identity and] the Borrower to whom that
sum was made available shall on demand refund it to the Agent; and



 


		(b)	the Lender by whom those funds should have been made available or, if that Lender fails to do so,
the Borrower to whom that sum was made available, shall on demand pay to the Agent the amount (as certified by the Agent) which
will indemnify the Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds
from that Lender.



 


		36.5	Application of payments



 


		36.5.1	All moneys received by the Agent under or pursuant to any of the Finance Documents and expressed
to be applicable in accordance with the provision of this clause shall be applied in the order set out in Clause 36.5.2 and/or
Clause 36.5.3 and/or Clause 36.5.4 (as applicable) and the surplus (if any) shall be paid to the Borrowers or to whoever else may
appear to the Agent to be entitled to receive the surplus.



 


		36.5.2	Subject to Clause 36.5.4, the order of application is as follows:



 


		(a)	first, in or towards payment pro rata of any unpaid amounts arising to the Agent and the
Security Trustee under the Finance Documents;



 


		(b)	secondly, in or towards payment pro rata between each Facility of any accrued interest,
fees or commission due but unpaid under this Agreement;



 


		(c)	thirdly, in or towards payment pro rata between each Facility of any principal due but unpaid
under this Agreement;



 


		(d)	fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance
Documents other than a Swap Contract;



 


		(e)	fifthly, in or towards payment pro rata of any periodic Swap Payment due to the Swap Banks
but unpaid under a Swap Contract; and



 


		(f)	sixthly, in or towards payment pro rata of any termination Swap Payment due to the Swap
Banks but unpaid under a Swap Contract.



 


		36.5.3	The Agent shall, if so directed by (i) all Lenders and (ii) each Bank Guarantor, vary the order
set out in Clause 36.5.2 (b) to (f) above.



 


		36.5.4	During the Period commencing on the first Höegh MLP Effective Date and ending in the second
Höegh MLP Effective Date, all moneys received by the Agent under or pursuant to any of the Finance Documents from Höegh
MLP, the Dropdown Borrower or any other Security Party related to the financing of the Dropdown Vessel and expressed to be applicable
in accordance with the provisions of this Clause, shall be applied in the order set out in Clause 36.5.2 but only to the extent
necessary to discharge the obligations of such Parties under such Finance Documents and in relation to the financing of the Dropdown
Vessel.



 


		36.5.5	Clauses 36.5.1, 36.5.2 and 36.5.4 above will override any appropriation made by an Obligor.



 




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		36.6	No set-off by an Obligor



 


All payments to be made by
an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off
or counterclaim.


 


		36.7	Business Days



 


		36.7.1	Any payment under the Finance Documents which is due to be made on a day that is not a Business
Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there
is not).



 


		36.7.2	During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement
interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.



 


		36.8	Currency of account



 


		36.8.1	Subject to Clauses 36.8.2 and 36.8.3 below, dollars is the currency of account and payment for
any sum due from an Obligor under any Finance Document.



 


		36.8.2	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the
costs, expenses or Taxes are incurred.



 


		36.8.3	Any amount expressed to be payable in a currency other than dollars shall be paid in that other
currency.



 


		36.9	Disruption to Payment Systems etc.



 


If either the Agent determines
(in its discretion) that a Disruption Event has occurred or the Agent is notified by the Borrowers that a Disruption Event has
occurred:


 


		(a)	the Agent may, and shall if requested to do so by the Borrowers, consult with the Borrowers with
a view to agreeing with the Borrowers such changes to the operation or administration of a Facility as the Agent may deem necessary
in the circumstances;



 


		(b)	the Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned
in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation
to agree to such changes;



 


		(c)	the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph
(a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;



 


		(d)	any such changes agreed upon by the Agent and the Borrowers shall (whether or not it is finally
determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver
of) the terms of the Finance Documents notwithstanding the provisions of Clause 42 (Amendments and Waivers);



 


		(e)	the Agent shall not be liable for any damages, costs or losses to any person, any diminution in
value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability
whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take,
any actions pursuant to or in connection with this Clause 36.9; and



 




    	 	117	 



     

    

 


		(f)	the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.



 


		37.	Set-off



 


A Finance Party may set off
any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party)
against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or
currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation
at a market rate of exchange in its usual course of business for the purpose of the set-off. For the purpose of this clause the
term “Finance Party” includes each of the relevant Finance Party’s holding companies and subsidiaries and each
subsidiary of each of the relevant Finance Party’s holding companies (as defined in the Companies Act 2006).


 


		38.	Notices and publications



 


		38.1	Communications in writing



 


Any communication to be made
under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or
letter.


 


		38.2	Addresses



 


The address and fax number
(and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication
or document to be made or delivered under or in connection with the Finance Documents is:


 


		(a)	in the case of an Obligor, that identified with its name below;



 


		(b)	in the case of an Original Lender, that identified with its name below or in the case of each other
Lender, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and



 


		(c)	in the case of the Agent or the Account Bank or a Bank
Guarantor or the Security Trustee or the Swap Bank, that identified with its name below,



 


or any substitute address or
fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change
is made by the Agent) by not less than five Business Days' notice.


 


		38.3	Delivery



 


		38.3.1	Any communication or document made or delivered by one person to another under or in connection
with the Finance Documents will only be effective:



 


		(a)	if by way of fax, when received in legible form; or



 




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		(b)	if by way of letter, when it has been left at the relevant address or five Business Days after
being deposited in the post postage prepaid in an envelope addressed to it at that address;



 


and if a particular department
or officer is specified as part of its address details provided under Clause 38.2 (Addresses), if addressed to that department
or officer.


 


		38.3.2	Any communication or document to be made or delivered to the Agent will be effective only when
actually received by the Agent (as applicable) and then only if it is expressly marked for the attention of the department or officer
identified with the Agent's signature below (or any substitute department or officer as the Agent shall specify for this purpose).



 


		38.3.3	All notices from or to an Obligor shall be sent through the Agent.



 


		38.3.4	Any communication or document which becomes effective, in accordance with Clauses 38.3.1 to 38.3.3,
after 4.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.



 


		38.4	Notification of address and fax number



 


Promptly upon receipt of notification
of an address or fax number or change of address or fax number pursuant to Clause 38.2 (Addresses) or changing its own address
or fax number, the Agent shall notify the other Parties.


 


		38.5	Electronic communication



 


		38.5.1	Any communication to be made between any two Parties under or in connection with the Finance Documents
may be made by electronic mail or other electronic means to the extent that those two Parties agree that, unless and until notified
to the contrary, this is to be an accepted form of communication, if those two Parties:



 


		(a)	notify each other in writing of their electronic mail address and/or any other information required
to enable the sending and receipt of information by that means; and



 


		(b)	notify each other of any change to their address or any other such information supplied by them
by not less than five Business Days’ Notice.



 


		38.5.2	Any electronic communication made between those two Parties will be effective only when actually
received in readable form and in the case of any electronic communication made by a Party only if it is addressed in such a manner
as the Agent shall specify for this purpose.



 


		38.5.3	Any electronic communication which becomes effective, in accordance with Clause 38.5.2 above, after
4.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.



 


		38.6	Use of websites



 


		38.6.1	An Obligor may satisfy its obligation under this Agreement to deliver any information in relation
to those Lenders ( the "Website Lenders") who accept this method of communication by posting this information
onto an electronic website designated by that Obligor and the Agent (the "Designated Website") if:



 




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		(a)	the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication
of the information by this method;



 


		(b)	both that Obligor and the Agent are aware of the address of and any relevant password specifications
for the Designated Website; and



 


		(c)	the information is in a format previously agreed between that Obligor and the Agent.



 


If any Lender (a "Paper
Form Lender") does not agree to the delivery of information electronically then the Agent shall notify that Obligor accordingly
and that Obligor shall supply the information to the Agent (in sufficient copies for each Paper Form Lender) in paper form. In
any event that Obligor shall supply the Agent with at least one copy in paper form of any information required to be provided by
it.


 


		38.6.2	The Agent shall supply each Website Lender with the address of and any relevant password specifications
for the Designated Website following designation of that website by an Obligor and the Agent.



 


		38.6.3	An Obligor shall promptly upon becoming aware of its occurrence notify the Agent if:



 


		(a)	the Designated Website cannot be accessed due to technical failure;



 


		(b)	the password specifications for the Designated Website change;



 


		(c)	any new information which is required to be provided under this Agreement is posted onto the Designated
Website;



 


		(d)	any existing information which has been provided under this Agreement and posted onto the Designated
Website is amended; or



 


		(e)	that Obligor becomes aware that the Designated Website
or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.



 


If that Obligor notifies the
Agent under Clause 38.6.3(a) or Clause 38.6.3(e) above, all information to be provided by that Obligor under this Agreement after
the date of that notice shall be supplied in paper form unless and until the Agent and each Website Lender is satisfied that the
circumstances giving rise to the notification are no longer continuing.


 


		38.6.4	Any Website Lender may request, through the Agent, one paper copy of any information required to
be provided under this Agreement which is posted onto the Designated Website. The Borrowers shall comply with any such request
within ten Business Days.



 


		38.7	English language



 


		38.7.1	Any notice given under or in connection with any Finance Document must be in English.



 


		38.7.2	All other documents provided under or in connection with any Finance Document must be:



 


		(a)	in English; or



 




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		(b)	if not in English, and if so required by the Agent, accompanied by a certified English translation
and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.



 


		38.8	Publications



 


The Agent, the Mandated Lead
Arranger, the ECA Lender and each Bank Guarantor may, each at its own expense, publish information about its participation in and
the agency and arrangement of the facilities, and for such purpose may use the Borrowers’ and/or Parent Company’s logo
and trademark provided that no details of the terms of the Facility shall be disclosed other than those disclosed by the Parent
Company to the Oslo Stock Exchange unless approved in writing by the Parent Company.


 


		39.	Calculations and certificates



 


		39.1	Accounts



 


In any litigation or arbitration
proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party
are prima facie evidence of the matters to which they relate.


 


		39.2	Certificates and Determinations



 


Any certification or determination
by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, prima facie evidence
of the matters to which it relates.


 


		39.3	Day count convention



 


Any interest, commission or
fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed
and a year of 360 days or, in any case where the practice in the London Interbank Market differs, in accordance with that market
practice.


 


		40.	Partial invalidity



 


If, at any time, any provision
of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither
the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision
under the law of any other jurisdiction will in any way be affected or impaired.


 


		41.	Remedies, waivers and conflicts



 


		41.1.1	No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right
or remedy under a Finance Document shall operate as a waiver, of any right or remedy or constitute an election to affirm any Finance
Document. No election to affirm any Finance Document on the part of any Finance Party shall be effective unless it is in writing.
No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right
or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies
provided by law.



 


		41.1.2	In the event of any conflict between this Agreement and any of the other Finance Documents, the
provisions of this Agreement shall prevail.



 




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		42.	Amendments and waivers



 


		42.1	Required consents



 


		42.1.1	Subject to Clause 42.2 (All Lender matters) any term of the Finance Documents may be amended
or waived only with the consent of the Majority Lenders and the Obligors and any such amendment or waiver will be binding on all
Parties.



 


		42.1.2	The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this
Clause.



 


		42.1.3	Without prejudice to the generality of Clauses ‎33.8.4
to 33.8.6 (Rights and discretions), the Agent may engage, pay for and rely on the services of lawyers in determining the
consent level required for and effecting any amendment, waiver or consent under this Agreement.



 


		42.2	All Lender Matters



 


		42.2.1	An amendment or waiver that has the effect of changing or which relates to:



 


		(a)	the definition of "Majority Lenders" in Clause 1.1 (Definitions);



 


		(b)	an extension of the date of payment of any amount under the Finance Documents;



 


		(c)	a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees
or commission payable;



 


		(d)	an increase in any Commitment or the Total Commitments, an extension of any Availability Period
or any requirement that a cancellation of Commitment reduces the Commitment of the Lender rateably under the relevant Facility;



 


		(e)	a change to an Obligor;



 


		(f)	any provision which expressly requires the consent of all the Lenders;



 


		(g)	Clause 2.5 (Finance Parties' rights and obligations), Clause 30 (Changes to the Lenders)
or this Clause 42, Clause 46 (Governing law) or Clause 47.1 (Jurisdiction);



 


		(h)	the nature or scope of the Charged Property or the manner in which the proceeds of enforcement
of the Transaction Security are distributed; or



 


		(i)	the release of any Security Document other than, the release of security in respect of the sale
of a Vessel in accordance with Clause 23.10 (Sale or other Disposal);



 


shall not be made or given
without the prior consent of all the Commercial Lenders and, in relation to (a) – (g) above, without the consent of all the
Lenders (provided that the consent of the ECA Lender shall only be required if such amendment or waiver affects the Eksportkreditt
Facility).


 


		42.2.2	An amendment or waiver which relates to the rights or obligations of the Account Bank, the Swap
Banks, the ECA Lender, the Agent, the Security Trustee, the Mandated Lead Arranger or the Bank Guarantors may not be effected without
the consent of the Account Bank, the Swap Banks, the ECA Lender, the Agent, the Security Trustee, the Mandated Lead Arranger or
the Bank Guarantors as the case may be.



 




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		42.3	Replacement of Lender



 


		42.3.1	If at any time any Lender becomes a Non-Consenting Lender (as defined in Clause 42.3.3 below) then
the Borrowers may, on 10 Business Days' prior written notice to the Agent and such Lender, replace such Lender by requiring such
Lender to (and such Lender shall) transfer pursuant to Clause 30 (Changes to the Lenders) all (and not part only) of its
rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement
Lender") selected by the Borrowers, and which is acceptable to the Agent and the Bank Guarantors (acting reasonably) and,
which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause
30 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer equal to the outstanding principal
amount of such Lender's participation in the outstanding Utilisations and all accrued interest and/or Break Costs and other amounts
payable in relation thereto under the Finance Documents.



 


		42.3.2	The replacement of a Lender pursuant to this Clause shall be subject to the following conditions:



 


		(a)	the Borrowers shall have no right to replace the Agent or the Security Trustee;



 


		(b)	neither the Agent nor the Lender shall have any obligation to the Borrowers to find a Replacement
Lender;



 


		(c)	in the event of a replacement of a Non-Consenting Lender such replacement must take place no later
than 10 Business Days after the date on which that Lender is deemed a Non-Consulting Lender; and



 


		(d)	in no event shall the Lender replaced under this Clause 42.3.2 be required to pay or surrender
to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.



 


		(e)	Without prejudice to the generality of Clauses 33.8.4 to 33.8.6 (Rights and discretions of the
Agent), the Agent may engage, pay for and rely on the services of lawyers in determining the consent level required for and
effecting any amendment, waiver or consent under this Agreement.



 


		(f)	Each Obligor agrees to any such amendment or waiver permitted by this Clause ‎42
which is agreed to by the Parent Company. This includes any amendment or waiver which would, but for this paragraph (f), require
the consent of all of the Corporate Guarantors.



 


		42.3.3	In the event that:



 


		(a)	the Borrowers or the Agent (at the request of the Borrowers) has requested the Lenders to give
a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents;



 


		(b)	the consent, waiver or amendment in question requires the approval of all the Lenders; and



 


		(c)	the Majority Lenders have consented or agreed to such waiver or amendment, then any Lender who does not
and continues not to consent or agree to such waiver or amendment shall be deemed a "Non-Consenting Lender".



 




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		42.4	Disenfranchisement of Defaulting Lenders



 


		42.4.1	For so long as a Defaulting Lender has any Available Commitment, in ascertaining the Majority Lenders
or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments has been obtained to
approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender's Commitments
will be reduced by the amount of its Available Commitments.



 


		42.4.2	For the purposes of this Clause 42.4 the Agent may assume that the following Lenders are Defaulting
Lenders:



 


		(a)	any Lender which has notified the Agent that it has become a Defaulting Lender;



 


		(b)	any Lender in relation to which it is aware that any of the events or circumstances referred to
in paragraphs (a), (b) or (c) of the definition of "Defaulting Lender" has occurred,



 


unless it has received notice
to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent
is otherwise aware that the Lender has ceased to be a Defaulting Lender.


 


		42.5	Replacement of a Defaulting Lender



 


		42.5.1	The Borrowers may, at any time a Lender has become and continues to be a Defaulting Lender, by
giving five Business Days' prior written notice to the Agent and such Lender replace such Lender by requiring such Lender to (and
to the extent permitted by law) such Lender shall) transfer pursuant to Clause 30 (Changes to the Lenders) all (and
not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund
or other entity (a "Replacement Lender") selected by the Borrowers, and which is acceptable to the Agent and the
Bank Guarantors (acting reasonably) and which confirms its willingness to assume and does assume all the obligations or all the
relevant obligations of the transferring Lender (including the assumption of the transferring Lender's participations or unfunded
participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time
of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Utilisations and all accrued
interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents.



 


		42.5.2	Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause shall
be subject to the following conditions:



 


		(a)	the Borrowers shall have no right to replace the Agent or Security Agent;



 


		(b)	neither the Agent nor the Defaulting Lender shall have any obligation to the Borrowers to find
a Replacement Lender;



 


		(c)	the transfer must take place no later than five Business Days after the notice referred to in Clause
42.5.1 above;



 




    	 	124	 



     

    

 


		(d)	in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender
any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and



 


		(e)	the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to
paragraph (a) above once it is satisfied that it has complied with all necessary "know your customer" or other similar
checks under all applicable laws and regulations in relation to that transfer to the Replacement Lender.



 


		42.5.3	The Defaulting Lender shall perform the checks described in Clause 42.5.2(e) above as soon as reasonably
practicable following delivery of a notice referred to in Clause 42.5.2 and shall notify the Agent and the Parent when it is satisfied
that it has complied with those checks.



 


		43.	Confidentiality



 


		43.1	Confidential Information



 


Each Finance Party agrees to
keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 43.2 (Disclosure
of Confidential Information) and to ensure that all Confidential Information is protected with security measures and a degree
of care that would apply to its own confidential information.


 


		43.2	Disclosure of Confidential Information



 


Any Finance Party may disclose:


 


		(a)	to any of its Affiliates and Related Funds and any of its or their officers, directors, employees,
professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider
appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing
of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that
there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality
of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;



 


		(b)	to any person:



 


		(i)	to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any
of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as
Agent or Security Trustee and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional
advisers;



 


		(ii)	with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly,
any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference
to, one or more Finance Documents and/or one or more Obligors and to any of that person's Affiliates, Related Funds, Representatives
and professional advisers;



 




    	 	125	 



     

    

 


		(iii)	appointed by any Finance Party or by a person to whom sub-paragraphs (i) or (ii) of paragraph (b)
above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf
(including, without limitation, any person appointed under Clause 33.16 (Relationship with the Lenders and Bank Guarantors));



 


		(iv)	who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly
or indirectly, any transaction referred to in sub-paragraph (i) or (ii) of paragraph (b) above;



 


		(v)	to whom information is required or requested to be disclosed by any court of competent jurisdiction
or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange
or pursuant to any applicable law or regulation;



 


		(vi)	to whom information is required to be disclosed in connection with, and for the purposes of, any
litigation, arbitrations, administrative or other investigations, proceedings or disputes;



 


		(vii)	to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security
(or may do so) pursuant to Clause 30.7 (Security over Lenders' rights);



 


		(viii)	who is a Party, a member of the Group or any related entity of an Obligor;



 


		(ix)	as a result of the registration of any Finance Document as contemplated by any Finance Document
or any legal opinion obtained in connection with any Finance Document; or



 


		(x)	with the consent of the Parent Guarantor;



 


in each case, such Confidential
Information as that Finance Party shall consider appropriate if:


 


		(A)	in relation to sub-paragraphs (i), (ii) and (iii) of paragraph (b) above, the person to whom the
Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement
for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain
the confidentiality of the Confidential Information;



 


		(B)	in relation to sub-paragraph (iv) of paragraph (b) above, the person to whom the Confidential Information
is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation
to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive
information;



 


		(C)	in relation to sub-paragraphs (v), (vi) and (vii) of paragraph (b) above, the person to whom the
Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information
may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party,
it is not practicable so to do in the circumstances;



 




    	 	126	 



     

    

 


		(D)	to any person appointed by that Finance Party or by a person to whom sub-paragraph (i) or (ii)
of paragraph (b) above applies to provide administration or settlement services in respect of one or more of the Finance Documents
including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential
Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this
paragraph (c) if the service provider to whom the Confidential Information is to be given has entered in to a confidentiality agreement
substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers
or such other form of confidentiality undertaking agreed between the Borrowers and the relevant Finance Party;



 


		(E)	to any rating agency (including its professional advisers) such Confidential Information as may
be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents
and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature
and that some or all of such Confidential Information may be price-sensitive information.



 


		43.3	Entire agreement



 


This Clause 43 (Confidentiality)
constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents
regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.


 


		43.4	Inside information



 


Each of the Finance Parties
acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such
information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market
abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.


 


		43.5	Notification of disclosure



 


Each of the Finance Parties
agrees (to the extent permitted by law and regulation) to inform the Borrowers:


 


		(a)	of the circumstances of any disclosure of Confidential Information made pursuant to sub-paragraph
(v) of paragraph (b) of Clause 43.2 (Disclosure of Confidential Information) except where such disclosure is made to any
of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and



 


		(b)	upon becoming aware that Confidential Information has been disclosed in breach of this Clause 43
(Confidentiality).



 




    	 	127	 



     

    

 


		43.6	Continuing obligations



 


The obligations in this Clause
43 (Confidentiality) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period
of 12 months from the earlier of:


 


		(a)	the date on which all amounts payable by the Obligors under or in connection with this Agreement
have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and



 


		(b)	the date on which such Finance Party otherwise ceases to be a Finance Party.



 


		44.	Counterparts



 


Each Finance Document may be
executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single
copy of that Finance Document.


 


		45.	Joint and Several Liability



 


		45.1	Nature of liability



 


The representations, warranties,
covenants, obligations and undertakings of the Borrowers contained in this Agreement shall be joint and several so that each Borrower
shall be jointly and severally liable with all the Borrowers for all of the same and such liability shall not in any way be discharged,
impaired or otherwise affected by:


 


		45.1.1	any forbearance (whether as to payment or otherwise) or any time or other indulgence granted to
any other Borrower or any other Security Party under or in connection with any Finance Document;



 


		45.1.2	any amendment, variation, novation or replacement of any other Finance Document;



 


		45.1.3	any failure of any Finance Document to be legal valid binding and enforceable in relation to any
other Borrower or any other Security Party for any reason;



 


		45.1.4	the winding-up or dissolution of any other Borrower or any other Security Party;



 


		45.1.5	the release (whether in whole or in part) of, or the entering into of any compromise or composition
with, any other Borrower or any other Security Party; or



 


		45.1.6	any other act, omission, thing or circumstance which would or might, but for this provision, operate
to discharge, impair or otherwise affect such liability.



 


		45.2	No rights as surety



 


Until all amounts outstanding
under the Finance Documents have been unconditionally and irrevocably paid and discharged in full, each Borrower agrees that it
shall not, by virtue of any payment made under this Agreement on account of any amounts outstanding under the Finance Documents
or by virtue of any enforcement by a Finance Party of its rights under this Agreement or by virtue of any relationship between,
or transaction involving, the relevant Borrower and any other Borrower or any other Security Party:


 




    	 	128	 



     

    

 


		45.2.1	exercise any rights of subrogation in relation to any rights, security or moneys held or received
or receivable by a Finance Party or any other person; or



 


		45.2.2	exercise any right of contribution from any other Borrower or any other Security Party under any
Finance Document; or



 


		45.2.3	exercise any right of set-off or counterclaim against any other Borrower or any other Security
Party; or



 


		45.2.4	receive, claim or have the benefit of any payment, distribution, security or indemnity from any
other Borrower or any other Security Party; or



 


		45.2.5	unless so directed by the Agent (when the relevant Borrower will prove in accordance with such
directions), claim as a creditor of any other Borrower or any other Security Party in competition with any Finance Party



 


and each Borrower shall hold
in trust for the Finance Parties and forthwith pay or transfer (as appropriate) to the Agent any such payment (including an amount
equal to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it.


 




    	 	129	 



     

    

 


SECTION 12

GOVERNING LAW AND ENFORCEMENT


 


		46.	Governing law



 


This Agreement and any non-contractual
obligations arising out of or in connection with this Agreement is/are governed by English law.


 


		47.	Enforcement



 


		47.1	Jurisdiction



 


		47.1.1	The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection
with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or any non-contractual
obligation arising out of or in connection with this Agreement) (a "Dispute").



 


		47.1.2	The Parties agree that the courts of England are the most appropriate and convenient courts to
settle Disputes and accordingly no Party will argue to the contrary.



 


		47.1.3	This Clause 47.1 is for the benefit of the Finance Parties only. As a result, no Finance Party
shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by
law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.



 


		47.2	Service of process



 


		47.2.1	Without prejudice to any other mode of service allowed under any relevant law, each Obligor:



 


		(a)	irrevocably appoints Leif Höegh (UK) Limited of 5 Young Street, London, W8 5EH, United Kingdom
as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document;
and



 


		(b)	agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate
the proceedings concerned.



 


		47.2.2	If any person appointed as agent for service of process is unable for any reason to act as agent
for service of process, the relevant Obligor shall immediately appoint another agent on terms acceptable to the Agent, failing
this, the Agent may appoint another agent for this purpose.



 


		47.3	Contractual recognition of bail-in



 


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


 


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



 




    	 	130	 



     

    

 


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



 


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



 


		(iii)	a cancellation of any such liability; and



 


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



 


Definitions for LMA Bail-In
Clause


 


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


 


"Bail-In Legislation"
means:


 


		(a)	in relation to an EEA Member Country which has implemented, or which at any time implements, Article
55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms,
the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time ; and



 


		(b)	in relation to any other state, any analogous law or regulation from time to time which requires
contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.



 


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


 


"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.


 


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


 


"Write-down and Conversion
Powers" means:


 


		(a)	in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time
to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and



 


		(b)	in relation to any other applicable Bail-In Legislation:



 


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



 


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



 


This Agreement has been entered into on
the date stated at the beginning of this Agreement.


 




    	 	131	 



     

    

 


SCHEDULE 1


 


Part I

The Original Lenders


 


Commercial Facility


 


	NAME OF ORIGINAL
 LENDER	 	COMMERCIAL
 FACILITY VESSEL 1
 TRANCHE
 COMMITMENT
 (US$)
	 	 	COMMERCIAL
 FACILITY VESSEL 2
 TRANCHE
 COMMITMENT
 (US$)	 	 	COMMERCIAL
 FACILITY VESSEL 1
 MODIFICATION
 TRANCHE
 COMMITMENT
 (US$)
	 
	ABN Amro Bank N.V., Oslo Branch	 	 	22,285,714.32	 	 	 	23,428,571.44	 	 	 	1,714,285.74	 
	Citibank NA, London Branch	 	 	22,285,714.28	 	 	 	23,428,571.43	 	 	 	1,714,285.71	 
	Credit Agricole Corporate and Investment Bank	 	 	22,285,714.28	 	 	 	23,428,571.43	 	 	 	1,714,285.71	 
	Danske Bank, Norwegian Branch	 	 	22,285,714.28	 	 	 	23,428,571.43	 	 	 	1,714,285.71	 
	DNB Bank ASA	 	 	22,285,714.28	 	 	 	23,428,571.43	 	 	 	1,714,285.71	 
	Nordea Bank Norge ASA	 	 	22,285,714.28	 	 	 	23,428,571.43	 	 	 	1,714,285.71	 
	Swedbank AB (publ)	 	 	22,285,714.28	 	 	 	23,428,571.43	 	 	 	1,714,285.71	 
	TOTAL	 	 	156,000,000.00	 	 	 	164,000,000.00	 	 	 	12,000,000.00	 



 


Eksportkreditt Facility


 


 


	NAME OF ORIGINAL
 LENDER	 	VESSEL 1 TRANCHE
 COMMITMENT
 (US$)
	 	 	VESSEL 2 TRANCHE
 COMMITMENT
 (US$)
	 
	Eksportkreditt Norge ASA	 	 	44,000,000.00	 	 	 	36,000,000.00	 



 




    	 	132	 



     

    

 


Part II – Bank Guarantors


 


	NAME OF BANK
 GUARANTOR	 	BANK GUARANTEE VESSEL
 1 FACILITY COMMITMENT
 (US$)
	 	 	BANK GUARANTEE VESSEL
 2 FACILITY COMMITMENT
 (US$)
	 
	ABN Amro Bank N.V., Oslo Branch	 	 	6,285,714.32	 	 	 	5,142,857.16	 
	Citibank NA, London Branch	 	 	6,285,714.28	 	 	 	5,142,857.14	 
	Credit Agricole Corporate and Investment Bank	 	 	6,285,714.28	 	 	 	5,142,857.14	 
	Danske Bank, Norwegian Branch	 	 	6,285,714.28	 	 	 	5,142,857.14	 
	DNB Bank ASA	 	 	6,285,714.28	 	 	 	5,142,857.14	 
	Nordea Bank Finland Plc	 	 	6,285,714.28	 	 	 	5,142,857.14	 
	Swedbank AB (publ)	 	 	6,285,714.28	 	 	 	5,142,857.14	 
	TOTAL	 	 	44,000,000.00	 	 	 	36,000,000.00	 



 




    	 	133	 



     

    

 


SCHEDULE 2

CONDITIONS PRECEDENT


 


Part I – Conditions to Signing


 


		1.	The Obligors



 


		(a)	A Certified Copy of the constitutional documents of each Obligor (attached to a notarised Officer’s
Certificate of each Obligor).



 


		(b)	A Certified Copy of a resolution of the board of directors of each Obligor (attached to a notarised
Officer’s Certificate of each Obligor):



 


		(i)	approving the terms of, and the transactions contemplated by, the Finance Documents to which it
is a party and resolving that it execute the Finance Documents to which it is a party;



 


		(ii)	authorising a specified person or persons to execute the Finance Documents to which it is a party
on its behalf; and



 


		(iii)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents
and notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or
in connection with the Finance Documents to which it is a party.



 


		(c)	A certificate of each Obligor (signed by a director or officer) confirming that borrowing or guaranteeing,
as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on that Obligor to be
exceeded.



 


		2.	Further documents and evidence



 


		(a)	Evidence that any process agent referred to in Clause 47.2 (Service of process), has accepted
its appointment.



 


		(b)	A Certified Copy of any other Authorisation or other document, opinion or assurance which the Agent
considers to be necessary or desirable (if it has notified the Borrowers accordingly) in connection with the entry into and performance
of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document.



 


		(c)	A Certified Copy of each of the Original Financial Statements;



 


		(d)	All documents as may be required by the Agent and the Lenders to comply with ‘know your customer’
or similar identification procedures in relation to the Obligors;



 


		(e)	Evidence that the fees, costs and expenses then due from the Borrowers pursuant to Clause 12 (Fees)
and Clause 17 (Costs and expenses) have been paid or will be paid by the first Utilisation Date.



 




    	 	134	 



     

    

 


		(f)	A Certified Copy of each Building Contract, in addition
to Certified Copies of all invoices received thereunder.



 


		3.	Legal opinions



 


An English
legal opinion from Ince & Co LLP, addressed to the Mandated Lead Arranger, the Agent and the Original Lenders.


 


		4.	Such other documents and evidence in relation to such conditions as reasonably may be required by
the Agent.



 




    	 	135	 



     

    

 


Part II – Conditions to Closing
and Delivery of Utilisation Request


 


		1.	Documents
                                         and evidence



 


		(a)	A Certified Copy of any other Authorisation or other document, opinion or assurance which the Agent
considers to be necessary or desirable (if it has notified the Borrowers accordingly) in connection with the entry into and performance
of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document.



 


		(b)	If any withholding Tax is payable in relation to the Finance Documents, evidence that such Tax
has been or will be paid by its due date.



 


		(c)	The original letters authenticating the Refund Guarantees sent by Swift message by the Refund Guarantors
with enclosed Refund Guarantees issued by the Refund Guarantors and a confirmation (by Swift message or original letter) from the
Refund Guarantor confirming that the Refund Guarantee has been assigned to the Security Trustee on behalf of the Lenders pursuant
to the Pre-delivery Security Assignment.



 


		(d)	If required by the Lenders, environmental due diligence reports in form and substance acceptable
to the Agent.



 


		(e)	Evidence that the Accounts have been established and duly completed mandate forms in respect thereof
have been delivered to the Account Bank.



 


		(f)	A Compliance Certificate (confirming compliance only with Clause 20.2.1).



 


		(g)	The original of the Disclosure Letter.



 


		2.	Finance Documents



 


Duly executed originals of
the following documents with respect to the relevant Borrower:


 


		(a)	this Agreement;



 


		(b)	the Account Security Deeds;



 


		(c)	each Pre-Delivery Security Assignment (and the notices and acknowledgements to be executed thereunder
in accordance with its terms);



 


		(d)	the Borrower Shares Security Deeds;



 


		(e)	any Swap Contract and any Swap Contract Assignment (and the notices and acknowledgements to be
executed thereunder in accordance with its terms); and



 


		(f)	the Trust Agreement.



 


		3.	Legal opinions



 


		(a)	An English legal opinion from Ince & Co LLP, addressed to the Mandated Lead Arranger, the Agent
and the Original Lenders.



 




    	 	136	 



     

    

 


		(b)	A Bermuda legal opinion from MJM Limited, addressed to the Mandated Lead Arranger, the Agent and
the Original Lenders.



 


		(c)	Such other legal opinions as the Agent may reasonably require in relation to any other Finance
Document.



 


		4.	Such other documents and evidence in relation to such conditions as reasonably may be required
by the Agent.



 




    	 	137	 



     

    

 


Part III – Conditions to each
Pre-Delivery Loan


 


		1.	Invoices



 


A copy of the invoices received
from the Builder under the relevant Building Contract.


 


		2.	Evidence of payments



 


		2.1	Evidence acceptable to the Agent that all preceding contract instalments for the relevant Vessel
which have become due for payment have been paid in full and such payments constitute at least 35 per cent. of the Delivered Cost.



 


		2.2	Evidence acceptable to the Agent that any existing Financial Indebtedness related to the relevant
Vessel (other than subordinated shareholder loans acceptable to the Lenders and/or Financial Indebtedness permitted in accordance
with Clause 27.13.2) has been repaid in full and all related security has been discharged.



 


		3.	Borrower's Certificate



 


A certificate from the relevant
Borrower to the Agent confirming that:


 


		(a)	the Builder does not have any outstanding claims against the relevant Borrower or any other Security
Party; and



 


		(b)	there have been no material amendments or variations agreed to the Building Contract or relevant
Refund Guarantee that have not been agreed by the Agent and that no action has been taken by either the Builder, the Refund Guarantor
or that Borrower which might in any way render the Building Contract or the Refund Guarantee inoperative or unenforceable, in whole
or in any part; and



 


		(c)	there is no Security (except for Permitted Security) of any kind created or permitted by any person
on or relating to the Building Contract or the Refund Guarantee or in relation to the relevant Vessel.



 


		4.	Project Costs



 


		4.1	A statement from the Parent Company confirming the amount of the current Project Costs together
with each cost incorporated therein.



 


		4.2	Such other documents and evidence in relation to such conditions as reasonably may be required
by the Agent.



 




    	 	138	 



     

    

 


Part IV
– Conditions to Delivery Loan


 


		1.	Invoice and Delivered Cost Schedule



 


A Certified Copy of the Builder’s
final invoice for the relevant Vessel and a schedule of the Delivered Cost as at the Delivery Date in form acceptable to the Agent.


 


		2.	Evidence of payments



 


Evidence acceptable to the Agent
that:


 


		(a)	all preceding contract instalments for the relevant Vessel which have become due for payment have
been paid in full;



 


		(b)	the part of the relevant delivery contract instalment payable to the Builder which is not being
funded by the proposed Loan has been deposited with the Agent with instructions for onward payment to the Builder;



 


		(c)	the aggregate amount of the payments made by the relevant Borrower to the Builder in respect of
the Contract Price of the relevant Vessel and the payment made to the Agent referred to in (b) above, is equal to at least 35 per
cent. of the Delivered Cost.



 


		3.	Title Documents



 


A Certified Copy of the Builder’s
certificate issued to the Original Shareholder and Certified Copies of the memorandum of agreement and bill of sale evidencing
transfer of title to the relevant Borrower.


 


		4.	Finance Documents



 


Duly executed originals of the
following with respect to the relevant Borrower:


		(a)	the Mortgage;



 


		(b)	the Deed of Covenant and/or General Assignment (as applicable) (and the notices and acknowledgements
to be executed thereunder in accordance with its terms); and



 


		(c)	the Management Agreement Assignment (and the notices and acknowledgements to be executed thereunder
in accordance with its terms).



 


		5.	Evidence that:



 


		(a)	the relevant Vessel is, or immediately following the Utilisation will be, registered in the name
of the relevant Borrower under an Approved Flag;



 


		(b)	the relevant Vessel is, or immediately following the Utilisation will be, in the absolute and unencumbered
ownership of the relevant Borrower save for Permitted Security;



 


		(c)	the Mortgage is, or immediately following the Utilisation will be, registered in favour of the
Security Trustee with first ranking priority under an Approved Flag;



 


		(d)	the relevant Vessel is, or immediately following the Utilisation will be, insured in accordance
with the covenants given under this Agreement;



 


		(e)	the relevant Vessel maintains the Classification with the Classification Society free of all overdue
recommendations and conditions.



 




    	 	139	 



     

    

 


		6.	The Agent shall have received the search results of the registry of the Approved Flag with respect
to the relevant Vessel and such results shall be acceptable to the Lenders.



 


		7.	Evidence acceptable to the Agent that the Manager and/or Operator and the relevant Vessel are in
compliance with the ISM Code and the ISPS Code, by providing up-to-date copies of:



 


		(a)	The document of compliance (“DOC”) for the Manager and/or Operator;



 


		(b)	The safety management certificate (“SMC”) for the relevant Vessel; and



 


		(c)	The international ship security certificate (“ISSC”) for the relevant Vessel;
and



 


		8.	Evidence acceptable to the Agent that the relevant Vessel is certificated in accordance with the
requirements of the Maritime Labour Convention 2006.



 


		9.	A Compliance Certificate (confirming compliance only with Clause 20.2.1 and the Security Maintenance
Ratio, along which appraisal reports dated not more than 30 days previously, in form and substance acceptable to the Agent, and
from two Approved Brokers appointed by the Original Shareholder, stating the current Market Value of the relevant Vessel).



 


		10.	A certificate from the ECA Lender evidencing compliance with Clause 4.2.1(d).



 


		11.	A favourable opinion from an independent insurance consultant appointed by the Agent on such matters
relating to the insurances for the relevant Vessel as the Agent may require, including an opinion that the MII and MAP cover complies
with the requirements of Clause 24.10 (Mortgagee’s interest insurance).



 


		12.	Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws
of the jurisdiction of the Approved Flag and such other relevant jurisdictions as the Agent may require.



 


		13.	Such other documents and evidence in relation to such conditions as reasonably may be required
by the Agent.



 




    	 	140	 



     

    

 


Part V – Conditions to Time Charter
Vessel 2


 


		1.	Documents and evidence



 


		(a)	A Certified Copy of any other Authorisation or other document, opinion or assurance which the Agent
considers to be necessary or desirable (if it has notified the Borrowers accordingly) in connection with the entry into and performance
of the transactions contemplated by the ILA, OSA and ILA Securities or for the validity and enforceability of the ILA, OSA and
ILA Securities.



 


		(b)	If any withholding Tax is payable in relation to the Finance Documents, evidence that such Tax
has been or will be paid by its due date.



 


		(c)	Evidence that the OSA Earnings Account has been established.



 


		(d)	A Compliance Certificate (confirming compliance only with Clause 20.2.1).



 


		2.	Finance Documents



 


Duly executed originals of
the following documents:


 


		(a)	the OSA Account Security Deed;



 


		(b)	the Time Charter Assignment;



 


		(c)	the ILA Securities Assignment;



 


		(d)	the OSA Assignment;



 


		(e)	the HCOL Share Pledge;



 


		(f)	the General Assignment by HCOL;



 


		(g)	the Management Agreement Assignment by HCOL; and



 


		(h)	an Accession Deed of HCOL to the Trust Agreement.



 


		3.	Legal opinions



 


		(a)	An English legal opinion from Ince & Co LLP, addressed to the Mandated Lead Arranger, the Agent
and the Original Lenders;



 


		(b)	A Cayman Island legal opinion from Cayman Island counsel to the Agent, addressed to the Mandated
Lead Arranger, the Agent and the Original Lenders; and



 


		(c)	A Colombian legal opinion from Parra Rodriguez Abogados, addressed to the Mandated Lead Arranger,
the Agent and the Original Lenders.



 


		4.	Such other documents and evidence in relation to such conditions as reasonably may be required
by the Agent.



 




    	 	141	 



     

    

 


Part VI – Conditions to Commercial
Facility Vessel 1 Modification/Modification Loan


 


Part A


 


In respect of the Vessel 1 Modification:


 


		1.	a Certified Copy of the agreement with the Builder (the “Modification Agreement”) for
the Vessel 1 Modification, the terms of which shall be reasonably satisfactory to the Agent, no later than 30 Business Days prior
to the commencement of the Vessel 1 Modification;



 


		2.	evidence acceptable to the Agent that the registration of Vessel 1 and the Mortgage with respect
to Vessel 1 will not be affected by the Vessel 1 Modification, by providing an up-to-date copy of the Certificate of Ownership
and Encumbrance for Vessel 1;



 


		3.	evidence acceptable to the Agent that Vessel 1 will be insured for the relevant marine risks (including
builder’s risks) and otherwise in accordance with the covenants given under the Facility Agreement during the period of the
Vessel 1 Modification;



 


		4.	confirmation from the insurers that the existing letters of undertaking will continue to be valid
and effective;



 


		5.	if required by the Agent, a favourable opinion from an independent insurance consultant appointed
by the Agent on such matters relating to the insurances for Vessel 1 as the Agent may require; and



 


		6.	Such other documents and evidence in relation to such conditions as reasonably may be required
by the Agent.



 


Part B


 


In respect of the Vessel 1 Modification
Loan:


 


		1.	evidence acceptable to the Agent that the Vessel 1 Modification has been completed pursuant to
and in accordance with the Modification Agreement substantially as presented to the Agent prior to the commencement of the Vessel
1 Modification and without any material alteration or changes, save as agreed by the Majority Lenders;



 


		2.	evidence acceptable to the Agent that the payment of the equity instalment to the builder pursuant
to the Modification Agreement has, or will be paid in full to the builder prior to the drawing of the Vessel 1 Modification Loan;



 


		3.	a Certified Copy of the Builder’s final invoice for the Vessel 1 Modification;



 


		4.	evidence acceptable to the Agent that Vessel 1 is insured for the relevant marine risks in order
to operate in accordance with the covenants given under the Facility Agreement;



 


		5.	confirmation from the insurers that the existing letter of undertaking will continue to be valid
and effective;



 


		6.	if required by the Agent, a favourable opinion from an independence insurance consultant appointed
by the Agent on such matters relating to the insurances for Vessel 1 as the Agent may require;



 


		7.	evidence acceptable to the Agent that Vessel 1 maintains the highest class with the Classification
Society free from all recommendations and conditions;



 




    	 	142	 



     

    

 


		8.	evidence acceptable to the Agent that Vessel 1 is adequately flagged with an Approved Flag and
that the Mortgage does not require any amendments following the Vessel 1 Modification.



 


		9.	evidence acceptable to the Agent the Vessel 1 is free of any liens or encumbrances relating to
the Vessel 1 Modification, save for any Permitted Liens;



 


		10.	evidence acceptable to the Agent that the Manager and/or Operator and Vessel 1 are in compliance
with the ISM Code and the ISPS Code, by provided up-to-date copies of:



 


		(a)	The document of compliance (“DOC”) for the Manager and/or Operator;



 


		(b)	The safety management certificate (“SMC”) for Vessel 1; and



 


		(c)	The international ship security certificate (“ISSC”) for Vessel 1; and



 


		10.	Such other documents and evidence in relation to such conditions as reasonably may be required
by the Agent.



 




    	 	143	 



     

    

 


Part VII – Conditions to Höegh
MLP Effective Date


 


		1.	The Agent and the Lenders shall have received such documentation and information as is reasonably
requested to evidence the Höegh MLP structure, including copies of the structure chart, documentation of ownership, and all
relevant corporate and constitutional documents.



 


		2.	Evidence that the Höegh MLP IPO has been effected and that all conditions precedent to the
effectiveness of the IPO have been satisfied or permanently waived and that the Höegh MLP IPO has been effected in accordance
with the documentation and all applicable laws.



 


		3.	Evidence acceptable to the Agent that the legal and beneficial ownership of the relevant Borrower
has been transferred from the Parent Company to Höegh MLP or its wholly owned direct subsidiary, including (if requested)
copies of any purchase agreements or other documents evidencing such transaction.



 


		4.	The Agent shall receive a duly completed Höegh MLP Effective Date notice in a form and substance
satisfactory to the Lenders with respect to the relevant Borrower.



 


		5.	Höegh MLP shall have acceded to this Agreement as Additional Corporate Guarantor and to the
Trust Agreement as an Obligor, and the Shareholder of the Borrower or FSRU III (if relevant) directly or indirectly owned by Höegh
MLP on such Höegh MLP Effective Date shall have executed a Borrower Shares Security Deed in respect of the shares in such
Borrower or FSRU III (if relevant).



 


		6.	The Shareholder of each Quotaholder (if relevant) directly or indirectly owned by Höegh MLP
on such Höegh MLP Effective Date shall have executed a Quotaholder Share Pledge in respect of the shares in such Quotaholder
(if relevant).



 


		7.	Evidence that the fees, costs and expenses then due from the Borrowers pursuant to Clause 12 (Fees)
and Clause 17 (Costs and expenses) have been paid or will be paid by the Höegh MLP Effective Date.



 


		8.	Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws
of the jurisdiction of incorporation of Höegh MLP and such other relevant jurisdictions as the Agent may require.



 


		9.	Such other documents and evidence in relation to such conditions as reasonably may be required
by the Agent.



 




    	 	144	 



     

    

 


SCHEDULE 3

REQUESTS


 


Part I

Utilisation Request


 


		From:	HOEGH LNG CYPRUS LIMITED

HÖEGH LNG FSRU IV LTD.



 


		To:	Nordea Bank Norge ASA



 


		Dated:	[l] 2016



 


Dear Sirs


 


US$412,000,000 Facilities Agreement originally
dated 1 April 2014 as amended and restated on 1 April 2015 and on [●] March 2016 (the “Agreement”)


 


		1.	We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the
same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.



 


		2.	We wish to borrow a [Commercial Facility Vessel 1 Tranche/Commercial Facility Vessel 2 Tranche/
Eksportkreditt Facility Vessel 1 Tranche/Eksportkreditt Facility Vessel 2 Tranche/ Commercial Facility Vessel 1 Modification Tranche]
Loan on the following terms:



 


	Proposed Utilisation Date:	[●] (or, if that is not a Business Day, the next Business Day);
	 	 
	Amount:	[●];
	 	 
	Interest Period:	[●] months.


 


		3.	[We wish to request a Bank Guarantee to be issued by the Bank Guarantors in favour of the ECA Lender
in an aggregate amount equal to the [Eksportkreditt Facility Vessel 1 Tranche Loan] / [Eksportkreditt Facility Vessel 2 Tranche
Loan] requested above on the same Utilisation Date.]



 


		4.	We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is
satisfied on the date of this Utilisation Request.



 


		5.	The proceeds of this [Commercial Facility Vessel 1 Tranche/Commercial Facility Vessel 2 Tranche/
Eksportkreditt Facility Vessel 1 Tranche/Eksportkreditt Facility Vessel 2 Tranche Loan/Commercial Facility Vessel 1 Modification
Tranche] Loan should be credited to [●]



 


		6.	This Utilisation Request is irrevocable.



 


Yours faithfully


 


.......................................


 


authorised signatory for

[l] [l]


 




    	 	145	 



     

    

 


Part II

Selection Notice


 


		From:	HOEGH LNG CYPRUS LIMITED

HÖEGH LNG FSRU IV LTD.



 


		To:	Nordea Bank Norge ASA



 


		Dated:	[l] 2016



 


Dear Sirs


 


US$412,000,000 Facilities Agreement originally
dated 1 April 2014 as amended and restated on 1 April 2015 and on [●] March 2016 (the “Agreement”)


 


		1.	We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the
same meaning in this Selection Notice unless given a different meaning in this Selection Notice.



 


		2.	We request that the next Interest Period for the [Commercial Facility Vessel 1 Tranche/Commercial
Facility Vessel 2 Tranche/ Eksportkreditt Facility Vessel 1 Tranche/ Eksportkreditt Facility Vessel 2 Tranche /Vessel 1 Modification
Facility] Loan outstanding under the Agreement is [●] months.



 


		3.	This Selection Notice is irrevocable.



 


Yours faithfully


 


.....................................


 


authorised signatory for

HOEGH LNG CYPRUS LIMITED

HÖEGH LNG FSRU IV LTD.


 




    	 	146	 



     

    

 


SCHEDULE 4

VESSELS


 


	
         
	 	Hull Number	 	Borrower	 	
        Flag 

	VESSEL 1	 	HHI 2550	 	HOEGH LNG CYPRUS LIMITED 	 	Norwegian International Register
	VESSEL 2	 	HHI 2551	 	HÖEGH LNG FSRU IV LTD.	 	Marshall Islands Register


 




    	 	147	 



     

    

 


SCHEDULE 5

FORM OF TRANSFER CERTIFICATE


 


		To:	[●] as Agent



 


From:[The Existing Lender/Bank Guarantor/Swap
Bank] (the “Existing Finance Party”) and [The New Lender/Bank Guarantor/Swap Bank] (the “New
Finance Party”)


 


Dated:


 


US$412,000,000 Facilities Agreement originally
dated 1 April 2014 as amended and restated on 1 April 2015 and on [●] March 2016 (the “Facilities Agreement”)


 


		1.	We refer to the Facilities Agreement. This is a Transfer Certificate. Terms defined in the Facility
Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.



 


		2.	We refer to Clause 30.5 (Procedure for transfer):



 


		(a)	The Existing Finance Party and the New Finance Party agree to the Existing Finance Party transferring
to the New Finance Party by novation and in accordance with Clause 30.5 (Procedure for transfer) all or part of the Existing
Finance Party’s [Commitment], rights and obligations referred to in the Schedule, all of the Existing Finance Party’s
rights and obligations under the Facilities Agreement and the other Finance Documents [which relate to that portion of the Existing
Finance Party’s Commitments(s) and participations in Utilisations under the Facilities Agreement as specified in the Schedule].



 


		(b)	The proposed Transfer Date is [l].



 


		(c)	The Facility Office and address, fax number and attention details for notices of the New Finance
Party for the purposes of Clause 38.2 (Addresses) are set out in the Schedule.



 


		3.	The New Finance Party expressly acknowledges the limitations on the Existing Lender’s obligations
set out in of Clause 30.4 (Limitation of responsibility of Existing Finance Parties).



 


		4.	The New Finance Party confirms for the benefit of the Agent and without liability to any Obligor
that it is a Treaty Lender.]



 


		5.	This Transfer Certificate may be executed in any number of counterparts and this has the same effect
as if the signatures on the counterparts were on a single copy of this Transfer Certificate.



 


		6.	[The New Finance Party confirms that it [is]/[is not]***
a Sponsor Affiliate].



 


		7.	This Transfer Certificate (and any non-contractual obligations arising out of or in connection
with that) shall be governed by English law.



 





 



***
Delete as applicable.




 




    	 	148	 



     

    

 


THE SCHEDULE


 


Commitment/rights and obligations to
be transferred


 


[insert relevant details]


 


[Facility Office address, fax number
and attention details for notices and account details for payments,]


 


	[Existing Finance Party]	 	[New Finance Party]
	 	 	 
	By:	 	By:
	 	 	 
	This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [     ].
	 	 	 
	[Agent]	 	 
	 	 	 
	By:	 	 


 


NOTE: The execution of this Transfer
Certificate may not transfer a proportionate share of the Existing Finance Party’s interest in the Transaction Security in
all jurisdictions. It is the responsibility of the New Finance Party to ascertain whether any documents or other formalities are
required to perfect a transfer of such a share in the Existing Finance Party’s Transaction Security in any jurisdiction,
and, if so, to arrange for execution of those documents and completion of those formalities.


 




    	 	149	 



     

    

 


SCHEDULE 6

TIMETABLES


 


Unless otherwise set forth herein, times
refer to Oslo time


 





	
        Delivery of a duly completed
        Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request)) or a Selection Notice (Clause 10.1 (Selection
        of Interest

        Periods))
	 	
        U – 3

        9.30 am

	 	 	 
	
        Agent notifies the Lenders of the
Loan in accordance with Clause 5.4 (Lenders’ participation)
	 	
        U – 3

        3 pm

	 	 	 
	Agent notifies the Bank Guarantors in accordance with Clause 5.5 (Bank Guarantors’ Participation)	 	
        U – 3

        3 pm

	 	 	 
	LIBOR is fixed	 	Quotation Day as of 11:00 a.m. London time







 


“U” equals date of Utilisation


“U – X” equals X Business
Days prior to the date of Utilisation


 




    	 	150	 



     

    

 


SCHEDULE 7

FORM OF COMPLIANCE CERTIFICATES


 


		To:	Nordea Bank Norge ASA



Essendrops gate 7


P.O. Box 1166 Sentrum


NO-0107 Oslo


Norway


 


		From:	[Höegh LNG AS]/[Höegh LNG Holdings Ltd.]



 


DIRECTOR’S CERTIFICATE


 


This Certificate is rendered pursuant to
Clause 20.2 of the facilities agreement originally dated 1 April 2014 as amended and restated on 1 April 2015 and on
[●] March 2016 (the “Facilities Agreement”) made between Höegh LNG Cyprus Limited and Höegh
LNG FSRU IV Ltd. as Borrowers, Höegh LNG Holdings Ltd., Höegh LNG Limited and Höegh LNG FSRU III Ltd. as Corporate
Guarantors, Nordea Bank Norge ASA as Agent, Account Bank and Security Trustee and the financial institutions defined therein as
Lenders, Swap Banks and Bank Guarantors. Words and expressions defined in the Facility Agreement shall have the same meanings when
used herein


 


 I, [●], the [Chief Executive Officer][Chief Financial Officer] of [Höegh LNG AS]/[Höegh LNG Holdings Ltd.] hereby certify that:




 


		1.	Attached to this Certificate [are][is] the latest [audited consolidated accounts of the Parent
Company for the financial year ending on [·]] [audited consolidated accounts of
the Parent Company in relation to the [first] [second] six months of the financial year ending on [·]]
(the "Accounts").



 


		2.	Set out below are the respective amounts, in US Dollars, of the Available Drawings, Book Equity,
Free Liquid Assets and Total Assets of the Parent Company and its Subsidiaries (on a consolidated basis) as at [·]:



 


	 	US Dollars
	 	 
	Available Drawings	[·]
	 	 
	Book Equity	[●]
	 	 
	Free Liquid Assets	[·]
	 	 
	Total Assets 	[●]
	 	 
	Total Funded Indebtedness	[●]


 


		3.	Set out below are the respective amounts, in US Dollars, of the Current Assets, Current Liabilities,
Debt Service and EBITDA of [each Borrower][name of Borrower owned by Parent Company] as at [·]:



 






    	 	151	 



     

    

 


	 	US Dollars
	 	 
	Current Assets	[●]
	 	 
	Current Liabilities	[●]
	 	 
	Debt Service	[●]
	 	 
	EBITDA	[●]





 


		4.	Accordingly, as at the date of this Certificate the financial covenants set out in Clause 22.2
of the Facilities Agreement [are] [are not] complied with, in that as at [·]:



 


Parent Company:


 


		(a)	Book Equity [does]/[does not] exceed the higher (i) US$200,000,000 and (ii) 25 per cent. of the
Total Assets of the Parent Company and its Subsidiaries (on a consolidated basis);



 


		(b)	Free Liquid Assets of the Parent Company and its Subsidiaries (on a consolidated basis) (excluding
payments received under the Höegh MLP Demand Note) is [l] and [does]/[does not]
exceed the higher of:



 


		(i)	US$20,000,000; and



 


		(ii)	5 per cent. of Total Funded Indebtedness (excluding loans borrowed under the Höegh MLP Demand
Note); and



 


		(iii)	any amount specified to be a minimum liquidity requirement under any legal obligation entered into
by the Parent Company



 


[Borrower]:


 


Current Assets [exceed]/[do
not exceed] Current Liabilities; and


 


The ratio of EBITDA
to Debt Service is [●].]


 


		5.	As at [·]
no Event of Default has occurred and is continuing.



 


[or, specify/identify any Event of Default]


 


		6.	The Market Value of each Vessel determined in accordance with Clause 26.2 (Valuation of Vessels)
by valuations dated [●] and[●] is US$[●] (Vessel 1) and US$[l] (Vessel
2). Each valuation is attached hereto as Schedule 1.



 


		7.	The aggregate amount of the Loans is US$[●].



 


		8.	Accordingly, as at the date of this Certificate the Security Maintenance Ratio set out in Clause
26.1 of the Facilities Agreement is [l] and [is]/[is not] complied with as the Market
Value of the Vessels [plus the Market Value of [●]] [is]/[is not] below 125 per cent. of the aggregate amount of the Loans.



 




    	 	152	 



     

    

 


.......................................


 


Chief Executive Officer/Chief Financial Officer

[HÖEGH LNG AS]/[HÖEGH LNG HOLDINGS LTD.]


 


Notes:


 


1. In accordance with Clause 20.2 (Compliance
Certificate), a Compliance Certificate provided prior to or on the Delivery Date will not include Current Assets, Current Liabilities
and Debt Service in 3 above and will not include computations for 4(a),(b), 6, 7 and 8 above.


 




    	 	153	 



     

    

 


		To:	Nordea Bank Norge ASA



Essendrops gate 7


P.O. Box 1166 Sentrum


NO-0107 Oslo


Norway


 


		From:	Höegh MLP



 


DIRECTOR’S CERTIFICATE


 


This Certificate is rendered pursuant to
Clause 20.2 of the facilities agreement originally dated 1 April 2014 as amended and restated on 1 April 2015 and on
[●] March 2016 (the “Facilities Agreement”) made between Hoegh LNG Cyprus Limited and Höegh LNG
FSRU IV Ltd. as Borrowers, Höegh LNG Holdings Ltd., Höegh LNG Limited and Höegh LNG FSRU III Ltd. as Corporate Guarantors,
Nordea Bank Norge ASA as Agent, Account Bank and Security Trustee and the financial institutions defined therein as Lenders, Swap
Banks and Bank Guarantors. Words and expressions defined in the Facility Agreement shall have the same meanings when used herein.


 


 I, [●], the Chief Financial Officer of Höegh MLP hereby certify that:




 


		1.	Attached to this Certificate [are][is] the latest audited accounts of Höegh MLP for the financial
year ending on [·]] [audited accounts of Höegh MLP in relation to the [first]
[second] six months of the financial year ending on [·]] (the "Accounts").



 


		2.	Set out below are the respective amounts, in US Dollars, of the Available Drawings, Book Equity,
Debt Service, Free Liquid Assets and Total Assets of the Höegh MLP Group as at [·]:



 


	 	US Dollars
	 	 
	Available Drawings	[·]
	 	 
	Book Equity	[●]
	 	 
	Free Liquid Assets	[·]
	 	 
	Total Assets 	[●]
	 	 
	Total Funded Indebtedness	[●]


 


		3.	Set out below are the respective amounts, in US Dollars, of the Current Assets, Current Liabilities,
Debt Service and EBITDA of [each Borrower][name of Borrower owned by Höegh MLP] as at [·]:



 


	 	US Dollars
	 	 
	Current Assets	[●]
	 	 
	Current Liabilities	[●]
	 	 
	Debt Service	[●]
	 	 
	EBITDA	[●]


 




    	 	154	 



     

    

 


		4.	Accordingly, as at the date of this Certificate the financial covenants set out in Clause 22.2
of the Facilities Agreement [are] [are not] complied with, in that as at [·]:



 


Höegh MLP:


 


		(a)	Book Equity of the Höegh MLP Group [does]/[does not] exceed the higher (i) US$150,000,000
and (ii) 25 per cent. of the Total Assets of the Höegh MLP Group; and



 


		(b)	Free Liquid Assets of the Höegh MLP Group equal or exceed the higher of:



 


		(i)	US$15,000,000; and



 


		(ii)	the product of US$3,000,000 and the number of vessels owned or leased by Höegh MLP.



 


[Borrower]:


 


Current Assets [exceed]/[do
not exceed] Current Liabilities; and


 


The ratio of EBITDA
to Debt Service is [●].]


 


		5.	As at [·] no Event of Default has occurred and
is continuing.



 


[or, specify/identify any
Event of Default]


 


		6.	The Market Value of each Dropdown Vessel determined in accordance with Clause 26.2 (Valuation
of Vessels) by valuations dated [●] and[●] is US$[●] (Vessel 1) and US$[l]
(Vessel 2). Each valuation is attached hereto as Schedule 1.



 


		7.	The aggregate amount of the Loans is US$[●].



 


		8.	Accordingly, as at the date of this Certificate the Security Maintenance Ratio set out in Clause
26.1 of the Facilities Agreement is [l] and [is]/[is not] complied with as the Market
Value of the Vessels [plus the Market Value of [●]] [is]/[is not] below 125 per cent. of the aggregate amount of the Loans.



 


.......................................


 


Chief Financial Officer

HÖEGH MLP


 




    	 	155	 



     

    

 


SCHEDULE 8

FORM OF INCREASE CONFIRMATION


 


		To:	[   ] as Agent, [          ] as Security
Trustee, [                     ] as Borrowers



 


		From:	[the Increase Lender] (the "Increase Lender")



 


Dated:


 


US$412,000,000 Facilities Agreement originally
dated 1 April 2014 as amended and restated on 1 April 2015 and on [●] March 2016 (the "Facilities Agreement")


 


We refer to the Facilities
Agreement. This agreement (the "Agreement") shall take effect as an Increase Confirmation for the purpose of the
Facilities Agreement. Terms defined in the Facilities Agreement have the same meaning in this Agreement unless given a different
meaning in this Agreement.


 


We refer to Clause 2.6
(Increase) of the Facilities Agreement.


 


The Increase Lender agrees
to assume and will assume all of the obligations corresponding to the Commitment specified in the Schedule (the "Relevant
Commitment") as if it was an Original Lender under the Facilities Agreement.


 


The proposed date on
which the increase in relation to the Increase Lender and the Relevant Commitment is to take effect (the "Increase Date")
is [●].


 


On the Increase Date,
the Increase Lender becomes party to the relevant Finance Documents as a Lender; and


 


The Facility Office and
address, fax number and attention details for notices to the Increase Lender for the purposes of Clause 38.2 (Addresses)
are set out in the Schedule.


 


The Increase Lender expressly
acknowledges the limitations on the Lenders' obligations referred to in Clause 2.6.6.


 


The New Lender confirms
that it [is]/[is not]*** a Sponsor Affiliate.


 


This Agreement may be
executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy
of this Agreement.


 


This Agreement and any
non-contractual obligations arising out of or in connection with it is/are governed by English law.


 


This Agreement has been
entered into on the date stated at the beginning of this Agreement.


 





 



***
Delete as applicable.


 




    	 	156	 



     

    

 


THE SCHEDULE


 


Relevant Commitment/rights and obligations
to be assumed by the Increase Lender


 


[insert relevant details]


[Facility office address, fax number
and attention details for notices and account details for payments]


 


	[Increase Lender]
	By:


 


This Agreement is accepted as an Increase
Confirmation for the purposes of the Facilities Agreement by the Agent and the Increase Date is confirmed as [     ].


 


	Agent
	By:


 




    	 	157	 



     

    

 


SCHEDULE 9

FORM OF HÖEGH MLP ACCESSION DEED


 


		To:	Nordea Bank Norge ASA for itself and each of the other parties to the Facilities Agreement referred
to below



 


		From:	Höegh MLP (“Höegh MLP”) and
Höegh LNG Holdings Ltd.



 


		Dated:	[l]



 


Dear Sirs


 


US$412,000,000 Facilities Agreement originally
dated 1 April 2014 as amended and restated on 1 April 2015 and on [●] March 2016 (the "Facilities Agreement")


 


		1.	We refer to the Facilities Agreement. This deed (the "Accession Deed") shall take
effect as an Accession Deed for the purposes of the Facilities Agreement. Terms defined in the Facilities Agreement have the same
meaning in paragraphs 1-4 of this Accession Deed unless given a different meaning in this Accession Deed.



 


		2.	Höegh MLP agrees to become an Additional Corporate Guarantor and to be bound by the terms
of the Facilities Agreement and the other Finance Documents as an Additional Corporate Guarantor pursuant to Clause 32.2 (Additional
Corporate Guarantor) of the Facilities Agreement. Höegh MLP is a master limited partnership duly incorporated under the
laws of the Marshall Islands.



 


		3.	The Parent Company confirms that no Default is continuing or would occur as a result of Höegh
MLP becoming an Additional Corporate Guarantor.



 


		4.	Höegh MLP administrative details for the purposes of the Facilities Agreement are as follows:



 


Address:


 


Fax No.:


 


Attention:


 


		5.	Höegh MLP (for the purposes of this paragraph 5, the "Acceding Debtor") intends
to give a guarantee and indemnity under the terms of Clause 18.1 (Guarantee and Indemnity) of the Facilities Agreement.



 


IT IS AGREED as follows:


 


		6.	Terms defined in the Trust Agreement shall, unless otherwise defined in this Accession Deed, bear
the same meaning when used in this paragraph 5.



 


		7.	The Acceding Debtor and the Agent agree that the Security Trustee shall hold:



 


		(a)	any Security in respect of Secured Obligations created or expressed to be created pursuant to the
Finance Documents;



 


		(b)	all proceeds of that Security; and



 




    	 	158	 



     

    

 


		(c)	all obligations expressed to be undertaken by the Acceding Debtor to pay amounts in respect of
the Secured Obligations to the Agent as trustee for the Secured Parties (in the Finance Documents or otherwise) and secured by
the Transaction Security together with all representations and warranties expressed to be given by the Acceding Debtor (in the
Finance Documents or otherwise) in favour of the Security Agent as trustee for the Secured Parties,



 


on trust for the Secured Parties
on the terms and conditions contained in the Trust Agreement.


 


		8.	The Acceding Debtor confirms that it intends to be party to the Trust Agreement as a Debtor, undertakes
to perform all the obligations expressed to be assumed by a Debtor under the Trust Agreement and agrees that it shall be bound
by all the provisions of the Trust Agreement as if it had been an original party to the Trust Agreement.



 


		9.	This Accession Deed and any non-contractual obligations arising out of or in connection with it
is governed by English law.



 


THIS ACCESSION DEED has been signed
on behalf of the Agent (for the purposes of paragraph 5 above only), signed on behalf of the Parent Company and executed as a deed
by Höegh MLP and is delivered on the date stated above.


 


HÖEGH MLP


 


	EXECUTED AS A DEED	)
	 	 
	By: HÖEGH MLP	)


 


	 	 	Director
	 	 	 
	 	 	Director/Secretary
	 	 	 
	 	 	Signature of witness
	 	 	 
	 	 	Name of witness
	 	 	 
	 	 	Address of witness
	 	 	 
	 	 	Occupation of witness]


 


HÖEGH LNG HOLDINGS LTD


 


	 
	 
	By:
	 
	Date:


 




    	 	159	 



     

    

 


THE AGENT


 


NORDEA BANK NORGE ASA


 


By:


 


Date:


 




    	 	160	 



     

    

 


SCHEDULE 10

FORM OF BANK GUARANTEE


 


ON DEMAND GUARANTEE (NO. PÅKRAVSGARANTI)
(hereinafter the "Guarantee")


 


Whereas Hoegh LNG Cyprus Limited and Höegh
LNG FSRU IV Ltd. (each a “Borrower” and, together, the “Borrowers”) have entered into a senior
secured facilities agreement originally dated 1 April 2014 as amended and restated on 1 April 2015 and on [●] March
2016 (the “Facilities Agreement”) with, inter alia, (i) ABN Amro Bank NV, Oslo Branch, Citibank NA, London
Branch, Credit Agricole Corporate and Investment Bank, Danske Bank, Norwegian Branch, DNB Bank ASA, Nordea Bank Norge ASA and Swedbank
AB (PUBL) (the “Commercial Lenders”) and (ii) Eksportkreditt Norge AS (“Eksportkreditt”)
pursuant to which (i) the Commercial Lenders have made available to the Borrowers a term loan facility in a total amount of up
to US$332,000,000 and (ii) Eksportkreditt has made available to the Borrowers a term loan facility in a total amount of up to US$80,000,000
and under which a Loan has been made of US$[●] (the "Principal Amount”).


 


Definitions used in the Facilities Agreement
shall have the same meaning when used herein.


 


We [l]
(the "Guarantor") hereby unconditionally and irrevocably guarantee, as for our own debt, the due and punctual
repayment to Eksportkreditt the amount of [l] equal to [l]
per cent. ([l] %) of the Principal Amount outstanding at any time, plus [l]
per cent. ([l] %) of all incurred and outstanding


 


		(i)	interest,



 


		(ii)	default interest, and



 


		(iii)	all other amounts



 


payable by the Borrower to Eksportkreditt
in accordance with the Facilities Agreement.


 


[l]]
per cent. ([l]%) of the Principal Amount outstanding at any time and items i) - iii)
above collectively referred to as the Guaranteed Amounts.


 


This Guarantee shall be payable immediately
upon written demand (No. påkravsgaranti).


 


Eksportkreditt may make a written demand
under this Guarantee if (i) the Borrowers in the opinion of Eksportkreditt do not fulfil their payment obligations and/or (ii)
any event occurs which in the opinion of Eksportkreditt after consultation with the Guarantor constitutes an Event of Default under
the Facilities Agreement.


 


Following a demand under this Guarantee
for the whole or part of the Principal Amount, the Guarantor has the option to pay its guarantee liability (i) in a lump sum, or
(ii) in the amount of [l]] per cent. ([l]%)
of each instalment remaining outstanding under the Facilities Agreement, together with any other Guaranteed Amounts payable on
the ordinary due date for each instalment.


 


If option (i) above is chosen, the Guarantor
shall compensate Eksportkreditt for Break Costs.


 


The Guarantor agrees that, except for a
notice of demand, Eksportkreditt is not obliged to give notice of any kind hereunder.


 




    	 	161	 



     

    

 


The Guarantor agrees that any conflict
or dispute of whatsoever nature (including but not limited to) between Eksportkreditt and the Borrowers, or between the Builder
and the Borrowers, has no impact on the Guarantor’s obligation to pay under this Guarantee.


 


All payments under this Guarantee shall
be made in full without any deduction or withholding (whether in respect of set off, counterclaim, duties, present or future taxes,
charges or otherwise whatsoever) unless such deduction or withholding is required by law, in which case the Guarantor shall pay
such additional amount as will ensure that Eksportkreditt receives the amount which it would have received but for such deduction
or withholding.


 


This Guarantee is valid until the first
to occur of the Bank Guarantee Maturity Date and the date the Guaranteed Amounts have been paid in full. Notwithstanding the foregoing
Eksportkreditt may make a claim (which claim shall not be unduly delayed) under this Guarantee until the date falling three (3)
months after the Bank Guarantee Maturity Date. If the Guarantor becomes aware of an Event of Default under the Facilities Agreement,
the Guarantor in consultation with Eksportkreditt may pay its guarantee liability to Eksportkreditt hereunder before such claim
is made.


 


This Guarantee shall be governed by and
construed in accordance with Norwegian law, and the Guarantor submits to the jurisdiction of the Norwegian Courts, with Oslo City
Court as due venue.


 


Place _____________________ Date _____________________


 


	GUARANTOR
	 
	 
	(authorised signatory)
	 
	 
	(Signatures in block letters)


 




    	 	162	 



     

    

 


THE BORROWERS


 


HOEGH LNG CYPRUS LIMITED


 


	By:	/s/ Gareth Lond
	 	Gareth Lond
	 	Attorney-in-Fact
	Address:	4 Sotiri Tofini, 2nd Floor, 4102 Agios Athanasios, Limassol, Cyprus


 


Fax:


 


In the presence of:


 


	/s/ Ee Ling Goh	 	 
	Witness name:	 	Ee Ling Goh
	Witness address:	 	London EC2A 2HB
	Witness title/occupation:	 	Trainee Solicitor


 


HÖEGH LNG FSRU IV LTD.


 


	By:	/s/ Gareth Lond
	 	Gareth Lond
	 	Attorney-in-Fact
	Address:	Clifton House, 75 Fort Street, PO Box 1350, Grand Cayman KY1-1108, Cayman Islands
	 	 
	Fax:	+1441 295 9216


 


In the presence of:


 


	/s/ Ee Ling Goh	 	 
	Witness name:	 	Ee Ling Goh
	Witness address:	 	London EC2A 2HB
	Witness title/occupation:	 	Trainee Solicitor


 


THE CORPORATE GUARANTORS


 


HÖEGH LNG HOLDINGS LTD.


 


	By:	/s/ Gareth Lond
	 	Gareth Lond
	 	Attorney-in-Fact
	Address:	Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda
	 	 
	Fax:	+1441 295 9216


 


In the presence of:


 


	/s/ Ee Ling Goh	 	 
	Witness name:	 	Ee Ling Goh
	Witness address:	 	London EC2A 2HB
	Witness title/occupation:	 	Trainee Solicitor


 




    	 	163	 



     

    

 


HÖEGH LNG LIMITED


 


	By:	/s/ Gareth Lond
	 	Gareth Lond
	 	Attorney-in-Fact
	Address:	Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda
	 	 
	Fax:	+1441 295 9216


 


In the presence of:


 


	/s/ Ee Ling Goh	 	 
	Witness name:	 	Ee Ling Goh
	Witness address:	 	London EC2A 2HB
	Witness title/occupation:	 	Trainee Solicitor


 


HÖEGH LNG FSRU III LTD.


 


	By:	/s/ Gareth Lond
	 	Gareth Lond
	 	Attorney-in-Fact
	Address:	Clifton House, 75 Fort Street, PO Box 1350, Grand Cayman KY1-1108, Cayman Islands
	 	 
	Fax:	+1441 295 9216


 


In the presence of:


 


	/s/ Ee Ling Goh	 	 
	Witness name:	 	Ee Ling Goh
	Witness address:	 	London EC2A 2HB
	Witness title/occupation:	 	Trainee Solicitor


 


HÖEGH LNG PARTNERS LP


 


	By:	/s/ Richard Tyrrell
	 	 
	Address:	Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960
	 	 
	Fax:	+1441 295 9216


 


In the presence of:


 


	  /s/ Andrew MacIntosh	 	 
	Witness name:	 	Andrew MacIntosh
	Witness address:	 	Flat 3, 22 Stonefield Street London N1 0HW
	Witness title/occupation:	 	Associate


 




    	 	164	 



     

    

 


HÖEGH LNG COLOMBIA HOLDING LTD


 


	By:	/s/ Gareth Lond
	 	Gareth Lond
	 	Attorney-in-Fact
	 	Address:Clifton House, 75 Fort Street, PO Box 1350, Grand Cayman KY1-1108, Cayman Islands
	 	 
	Fax:	+1441 295 9216


 


In the presence of:


 


	/s/ Ee Ling Goh	 	 
	Witness name:	 	Ee Ling Goh
	Witness address:	 	London EC2A 2HB
	Witness title/occupation:	 	Trainee Solicitor


 


THE AGENT


 


NORDEA BANK NORGE ASA


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address:	Essendrops gate 7, P.O. Box 1166 Sentrum, NO-0107 Oslo, Norway
	 	 
	Attn:	Shipping, Offshore & Oil Services – Shipping Oslo
	 	 
	Fax:	+47 22 48 66 68


 


THE SECURITY TRUSTEE


 


NORDEA BANK NORGE ASA


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address:	Essendrops gate 7, P.O. Box 1166 Sentrum, NO-0107 Oslo, Norway
	 	 
	Attn:	Shipping, Offshore & Oil Services – Shipping Oslo
	 	 
	Fax:	+47 22 48 66 68


 




    	 	165	 



     

    

 


THE MANDATED LEAD ARRANGERS


 


ABN AMRO BANK N.V., OSLO BRANCH


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address:	Olav V’s gate 5, NO-0161 Oslo, Norway
	 	 
	Attn:	Asja Pellinen
	 	 
	Fax:	+47 23 11 49 40


 


CITIBANK NA, LONDON BRANCH


 


	By:	/s/ George Clayton
	 	 
	Address: 	Citigroup Centre, Canada Square, Canary Wharf, London E14 5LR, United Kingdom
	 	 
	Attn:	George Clayton
	 	 
	Fax:	+44 207 986 6545


 


CREDIT AGRICOLE CORPORATE AND INVESTMENT
BANK


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address:	9, quai du Président Paul Donmer, F-92920, Paris La Défense Cedex, France
	 	 
	Attn:	Loan Administration - Shipping
	 	 
	Fax:	+33 1 41 89 1934


 


	DNB BANK ASA
	 	 
	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address:	Dronning Eufemias gate 30, NO-0191 Oslo, Norway
	 	 
	Attn:	Credit Administration Shipping
	 	 
	Fax:	+47 22 48 28 94


 




    	 	166	 



     

    

 


DANSKE BANK A/S


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address:	P.O. Box 1170 Sentrum, NO-0107, Oslo, Norway
	 	 
	Attn:	Stian Fjellsøy / Stian Hjelmeland, Corporates & Institutions
	 	 
	Fax:	N/A


 


NORDEA BANK NORGE ASA


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address:	Essendrops gate 7, P.O. Box 1166 Sentrum, NO-0107 Oslo, Norway
	 	 
	Attn:	Shipping, Offshore & Oil Services – Shipping Oslo
	 	 
	Fax:	+47 22 48 66 68


 


SWEDBANK AB (PUBL)


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address:	
        Large Corporates & Institutions, SE-105
        34 Stockholm, Sweden

         

	Attn:	
        Loan Agency

         

	Fax:	+46 8 700 84 09


 


THE SWAP BANKS


 


	ABN AMRO BANK N.V.
	 	 
	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address:	
        Gustav Mahlerlaan 10, 1082 PP Amsterdam,
        The Netherlands

         

	Attn:	MDU (Legal notices in respect of ISDA)
	 	 
	Fax:	+31 10 459 05 38
	 	 
	Address:	
        Olav V’s gate 5, NO-0161 Oslo, Norway

         

	Attn:	Bjørn Kaaber / Ewa Wallace (all other swap related matters)
	 	 
	Fax:	+47 23 11 49 40


 




    	 	167	 



     

    

 


CITIBANK NA, LONDON BRANCH


 


	By:	/s/ George Clayton
	 	 
	Address: 	Citigroup Centre, Canada Square, Canary Wharf, London E14 5LR, United Kingdom
	 	 
	Attn:	George Clayton
	 	 
	Fax:	+44 207 986 6545


 


CREDIT AGRICOLE CORPORATE AND INVESTMENT
BANK


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address:	9, quai du Président Paul Donmer, F-92920, Paris La Défense Cedex, France
	 	 
	Attn:	Loan Administration - Shipping
	 	 
	Fax:	+33 1 41 89 1934


 


DANSKE BANK A/S


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address:	P.O. Box 1170 Sentrum, NO-0107 Oslo, Norway
	 	 
	Attn:	Stian Fjellsøy / Stian Hjelmeland, Corporates & Institutions
	 	 
	Fax:	N/A


 


DNB BANK ASA


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address:	Dronning Eufemias gate 30, NO-0191 Oslo, Norway
	 	 
	Attn:	Credit Administration Shipping
	 	 
	Fax:	+47 22 48 28 94


 




    	 	168	 



     

    

 


NORDEA BANK FINLAND PLC


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address:	Essendrops gate 7, P.O. Box 1166 Sentrum, NO-0107 Oslo, Norway
	 	 
	Attn:	Shipping, Offshore & Oil Services – Shipping Oslo
	 	 
	Fax:	+47 22 48 66 68


 


SWEDBANK AB (PUBL)


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address:	
        Large Corporates & Institutions, SE-105
        34 Stockholm, Sweden

         

	Attn:	
        Loan Agency

         

	Fax:	+46 8 700 84 09


 


THE ACCOUNT BANK


 


NORDEA BANK NORGE ASA


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address:	Essendrops gate 7, P.O. Box 1166 Sentrum, NO-0107 Oslo, Norway
	 	 
	Attn:	Shipping, Offshore & Oil Services – Shipping Oslo
	 	 
	Fax:	+47 22 48 66 68


 


THE COMMERCIAL LENDERS


 


ABN AMRO BANK N.V., OSLO BRANCH


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address:	Olav V’s gate 5, NO-0161 Oslo, Norway
	 	 
	Attn:	Asja Pellinen
	 	 
	Fax:	+47 23 11 49 40


 




    	 	169	 



     

    

 


CITIBANK NA, LONDON BRANCH


 


	By:	/s/ George Clayton
	 	 
	Address: 	Citigroup Centre, Canada Square, Canary Wharf, London E14 5LR, United Kingdom
	 	 
	Attn:	George Clayton
	 	 
	Fax:	+44 207 986 6545


 


CREDIT AGRICOLE CORPORATE AND INVESTMENT
BANK


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address: 	9, quai du Président Paul Donmer, F-92920, Paris La Défense Cedex, France
	 	 
	Attn:	Loan Administration - Shipping
	 	 
	Fax:	+33 1 41 89 1934


 


DANSKE BANK, NORWEGIAN BRANCH


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address: 	
        Bryggetorget 4, NO-0250, Oslo, Norway

         

	Attn:	
        Corporates & Institutions – Shipping

         

	Fax:	+47 85 40 78 90


 


DNB BANK ASA


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address:	Dronning Eufemias gate 30, NO-0191 Oslo, Norway
	 	 
	Attn:	Credit Administration Shipping
	 	 
	Fax:	+47 22 48 28 94


 




    	 	170	 



     

    

 


NORDEA BANK NORGE ASA


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address:	Essendrops gate 7, P.O. Box 1166 Sentrum, NO-0107 Oslo, Norway
	Attn:	Shipping, Offshore & Oil Services – Shipping Oslo
	 	 
	Fax:	+47 22 48 66 68


  


SWEDBANK AB (PUBL)


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address:	
        Large Corporates & Institutions, SE-105
        34 Stockholm, Sweden

         

	Attn:	
        Loan Agency

         

	Fax:	+46 8 700 84 09


 


THE ECA LENDER


 


EKSPORTKREDITT NORGE AS


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address:	Hieronymus Heyerdahls gate 1, P.O. Box 1315 Vika, NO-0112 Oslo, Norway
	 	 
	Attn:	Loan Administration
	 	 
	Fax:	+47 22 31 35 01


 


THE BANK GUARANTORS


 


ABN AMRO BANK N.V., OSLO BRANCH


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address:	Olav V’s gate 5, NO-0161 Oslo, Norway
	 	 
	Attn:	Asja Pellinen
	 	 
	Fax:	+47 23 11 49 40


 




    	 	171	 



     

    

 


CITIBANK NA, LONDON BRANCH


 


	By:	/s/ George Clayton
	 	 
	Address: 	Citigroup Centre, Canada Square, Canary Wharf, London E14 5LR, United Kingdom
	 	 
	Attn:	Jon Beasley
	 	 
	Fax:	+44 207 986 8295


 


CREDIT AGRICOLE CORPORATE AND INVESTMENT
BANK


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address: 	9, quai du Président Paul Donmer, F-92920, Paris La Défense Cedex, France
	 	 
	Attn:	Loan Administration - Shipping
	 	 
	Fax:	+33 1 41 89 1934


 


DANSKE BANK, NORWEGIAN BRANCH


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address: 	
        Bryggetorget 4, NO-0250, Oslo, Norway

         

	Attn:	
        Corporates & Institutions – Shipping

         

	Fax:	+47 85 40 78 90


 


DNB BANK ASA


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address:	Dronning Eufemias gate 30, NO-0191 Oslo, Norway
	 	 
	Attn:	Credit Administration Shipping
	 	 
	Fax:	+47 22 48 28 94


 




    	 	172	 



     

    

 


NORDEA BANK FINLAND PLC


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address:	Essendrops gate 7, P.O. Box 1166 Sentrum, NO-0107 Oslo, Norway
	 	 
	Attn:	Shipping, Offshore & Oil Services – Shipping Oslo
	 	 
	Fax:	+47 22 48 66 68


 


SWEDBANK AB (PUBL)


 


	By:	/s/ Joseph Snell
	 	Joseph Snell
	 	Attorney-in-fact
	Address:	
        Large Corporates & Institutions,
SE-105 34 Stockholm, Sweden 

	 	 
	Attn:	
        Loan Agency 

	 	 
	Fax:	+46 8 700 84 09


 




    	 	173