usd125mfacilityagreement






10127241/1  FACILITIES AGREEMENT UP TO USD 125,000,000  TERM LOAN AND REVOLVING FACILITIES  for  FLEX VOLUNTEER LIMITED  as Borrower  with  FLEX LNG LTD.   and  FLEX LNG FLEET LIMITED  as Guarantors  arranged by  SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)  NORDEA BANK ABP, FILIAL I NORGE  CITIGROUP GLOBAL MARKETS LIMITED  as Bookrunners and Mandated Lead Arrangers  with  SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)  NORDEA BANK ABP  as Hedge Providers  and  SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)  as Agent and Security Agent  in respect of the Vessel  "FLEX VOLUNTEER" Dated 29 June 2020  





 






  10127241/1  2  TABLE OF CONTENTS  1 DEFINITIONS AND INTERPRETATION .................................................................................................. 4  2 THE FACILITIES ............................................................................................................................. 22  3 PURPOSE ...................................................................................................................................... 23  4 CONDITIONS PRECEDENT ............................................................................................................... 23  5 DRAWDOWN .................................................................................................................................. 25  6 REPAYMENT ................................................................................................................................... 26  7 PREPAYMENT AND CANCELLATION ................................................................................................... 28  8 INTEREST ...................................................................................................................................... 31  9 INTEREST PERIODS ........................................................................................................................ 31  10 CHANGES TO THE CALCULATION OF INTEREST .................................................................................. 32  11 FEES ............................................................................................................................................. 34  12 TAX GROSS-UP AND INDEMNITIES ................................................................................................... 35  13 INCREASED COSTS ........................................................................................................................ 39  14 OTHER INDEMNITIES ...................................................................................................................... 41  15 MITIGATION BY THE LENDERS ......................................................................................................... 43  16 COSTS AND EXPENSES ................................................................................................................... 43  17 GUARANTEE AND INDEMNITY .......................................................................................................... 44  18 SECURITY ..................................................................................................................................... 48  19 REPRESENTATIONS AND WARRANTIES ............................................................................................. 50  20 INFORMATION UNDERTAKINGS ....................................................................................................... 54  21 FINANCIAL COVENANTS .................................................................................................................. 58  22 GENERAL UNDERTAKINGS ............................................................................................................... 59  23 VESSEL COVENANTS ...................................................................................................................... 63  24 EVENTS OF DEFAULT ...................................................................................................................... 68  25 CHANGES TO THE PARTIES ............................................................................................................. 72  26 ROLE OF THE AGENT, THE SECURITY AGENT AND THE ARRANGER ....................................................... 75  27 CONDUCT OF BUSINESS OF THE FINANCE PARTIES ........................................................................... 84  28 SHARING AMONG THE FINANCE PARTIES .......................................................................................... 84  29 PAYMENT MECHANICS .................................................................................................................... 86  30 SET-OFF ........................................................................................................................................ 88  31 NOTICES ....................................................................................................................................... 88  32 CALCULATIONS AND CERTIFICATES ................................................................................................. 89  33 PARTIAL INVALIDITY ...................................................................................................................... 90  34 REMEDIES AND WAIVERS ............................................................................................................... 90  35 AMENDMENTS AND WAIVERS .......................................................................................................... 90  





 






  10127241/1  3  36 CONFIDENTIAL INFORMATION ......................................................................................................... 92  37 COUNTERPARTS ............................................................................................................................. 96  38 CONTRACTUAL RECOGNITION OF BAIL-IN ......................................................................................... 96  39 GOVERNING LAW AND ENFORCEMENT .............................................................................................. 98    SCHEDULES:  SCHEDULE 1: THE ORIGINAL LENDERS AND COMMITMENTS  SCHEDULE 2: CONDITIONS PRECEDENT  SCHEDULE 3: FORM OF DRAWDOWN NOTICE  SCHEDULE 4: FORM OF SELECTION NOTICE  SCHEDULE 5: FORM OF COMPLIANCE CERTIFICATE  SCHEDULE 6: FORM OF TRANSFER CERTIFICATE  SCHEDULE 7: VESSEL  SCHEDULE 8:  REPAYMENT SCHEDULE    





 






  10127241/1  4  THIS FACILITIES AGREEMENT is dated 29 June 2020 and made between:  (1) FLEX VOLUNTEER LIMITED, a corporation incorporated in the Republic of Marshall  Islands, having registration no. 98381, whose registered address is at Trust Company  Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as borrower  (the "Borrower");   (2)  FLEX LNG FLEET LIMITED, a company incorporated and existing under the laws of  Bermuda, having company registration no. 52351, whose registered office is at Par-la-Ville  Place, 14 Par-la-Ville Road, Hamilton, Bermuda (the "Intermediate Parent");   (3)  FLEX LNG LTD., a company incorporated and existing under the laws of Bermuda, having  company registration no. 52644, whose registered office is at Par-la-Ville Place, 14 Par-la- Ville Road, Hamilton, Bermuda (the "Ultimate Parent", and together with the  Intermediate Parent, the "Guarantors" and each a "Guarantor")  (4) THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The Original Lenders and  Commitments) as lenders (the "Original Lenders");   (5) SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) as bookrunner, co-ordinator and  mandated lead arranger;   (6) NORDEA BANK ABP, FILIAL I NORGE and CITIGROUP GLOBAL MARKETS LIMITED  as bookrunners and mandated lead arrangers (together with the entity referred to in (5)  above, the "Arrangers", and each an "Arranger");  (7)  SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) and NORDEA BANK ABP as hedge  providers (each a "Hedge Provider", jointly the "Hedge Providers");  (8)  SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) as facility agent of the other Finance  Parties (in such capacity, the "Agent"); and  (9) SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) as security agent of the other  Finance Parties (in such capacity, the "Security Agent").  IT IS AGREED as follows:    SECTION 1  INTERPRETATION  1 DEFINITIONS AND INTERPRETATION  1.1 Definitions  In this Agreement, unless the context otherwise requires:  "Account Bank" means DNB Bank ASA.   "Account Pledge" means a first priority pledge granted or to be granted by the Borrower in favour  of the Security Agent (on behalf of the Finance Parties) over the Earnings Accounts of the Borrower,  to be in form and substance satisfactory to the Security Agent.  





 






  10127241/1  5  "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.   "Agreement" means this facilities agreement, as it may be amended, supplemented and varied  from time to time, including its Schedules and any Transfer Certificate.  “Annex VI” means Annex VI of the Protocol of 1997 (as subsequently amended from time to  time)   to amend the International Convention for the Prevention of Pollution from Ships 1973  (Marpol), as modified by the Protocol of 1978 relating thereto.  "Approved Broker" means each of Fearnleys, Clarksons Platou, Nordic Shipping, Affinity, Braemer,  Simpson Spence Young or such other independent and internationally reputable shipbroker(s) as  may be approved in writing by the Agent.  "Approved Manager" means:   a) Bernhard Schulte Shipmanagement;   b) Flex LNG Fleet Management AS;  c) any company within the Group or the Seatankers Group; or   d) any other management company acceptable to the Majority Lenders from time to time as  the technical and/or commercial manager of the Vessel, such consent not to be  unreasonably withheld or delayed.  "Approved Ship Registry" means each of the Marshall Islands, the Norwegian International Ship  Registry (NIS), Liberia or such other international ship registry as may be approved in writing by all  the Lenders.  "Approved Classification Society" means each of DNV GL, Lloyds Register, American Bureau of  Shipping (ABS), Bureau Veritas or such other IACS classification society as may be pre-approved in  writing by all the Lenders, such approval not to be unreasonably withheld or delayed.  "Article 55 BRRD" means Article 55 of Directive 2014/59/EU establishing a framework for the  recovery and resolution of credit institutions and investment firms.  "Assignment of Earnings and Charterparties" means a first priority assignment granted or to be  granted by the Borrower in favour of the Security Agent (on behalf of the Finance Parties) of any of  the Borrower's (i) rights, titles and interests to any Earnings, and (ii) in respect of any charterparty  for the Vessel with a firm term (excluding options) exceeding twelve (12) months, its rights, titles  and interests to same, to be in form and substance acceptable to the Security Agent.   "Assignment of Hedging Claims" means a first priority assignment granted or to be granted by  the Borrower in favour of the Security Agent (on behalf of the Finance Parties) of the Borrower's  rights, titles and interests under any Hedging Agreements related to the Facilities, to be in form and  substance acceptable to the Security Agent.  "Assignment of Insurances" means a first priority assignment granted or to be granted by the  Borrower in favour of the Security Agent (on behalf of the Finance Parties) of the Insurances relating  to the Vessel, to be in form and substance acceptable to the Security Agent.  





 






  10127241/1  6  "Assignment of Intercompany Loans" means a first priority assignment of any claims against the  Borrower from any Guarantor, and any claims against any Guarantor from the Borrower, in favour of  the Security Agent (on behalf of the Finance Parties) to be in form and substance acceptable to the  Security Agent, and to include a statement of subordination, whereby the relevant creditor  subordinates its claims against the relevant debtor to the claims of the Finance Parties under the  Finance Documents.  "Authorisations" means an authorisation, consent, approval, resolution, licence, exemption, filing,  notarisation or registration.  "Availability Period" means   a) in respect of the Term Loan Facility: the period from and including the date of this  Agreement to and including 30 June 2021, or such later date as may be agreed in writing  by the Lenders; and  b) in respect of the Revolving Facility: the period from and including the Drawdown Date  under the Term Loan Facility up to three (3) months prior to the Final Maturity Date.  "Available Commitment" means, in relation to a Facility, a Lender's Commitment under the  Facility minus:  a) the amount of its participation in any outstanding Loans under that Facility; and  b) in relation to any proposed drawdown only, the amount of its participation in any Loans  that are due to be made under that Facility on or before the proposed Drawdown Date.  "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 state other than such an EEA Member Country or (to the extent that the  United Kingdom is not such an EEA Member Country) the United Kingdom, any analogous  law or regulation from time to time which requires contractual recognition of any Write- down and Conversion Powers contained in that law or regulation.  "Break Costs" means the amount (if any) by which:  a) the interest (excluding the Margin) which a Lender should have received for the period  from the date of receipt of all or part of its participation in a Loan or Unpaid Sum to the  last day of the current Interest Period in respect of a Loan or Unpaid Sum, had the  principal amount or Unpaid Sum been paid on the last day of that Interest Period;  exceeds:  b) the amount which that Lender would be able to obtain by placing an amount equal to the  principal amount or Unpaid Sum received by it on deposit with a leading bank in the  





 






  10127241/1  7  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.  "Business Day" means a day (other than a Saturday or Sunday) on which banks are open for  general business in Oslo, Stockholm, London and New York (or any other relevant place of payment  under Clause 29 (Payment mechanics)).   “Change in Ultimate Beneficial Owner” means in respect of an Obligor any event by which a  private individual (i) acquires the legal and/or beneficial ownership (directly or indirectly) of 25 per  cent. or more of the issued share capital of that Obligor or (ii) acquires the power (whether by way  of ownership of shares, proxy, contract, agency or otherwise) to (directly or indirectly) cast, or  control the casting of, 25 per cent. or more of the votes that might be cast at a general meeting of  that Obligor or (iii) gains effective control over that Obligor (such private individual being referred to  as the “Ultimate Beneficial Owner”).  "Change of Control" means the occurrence of any of the following events:  a) any company controlled directly or indirectly by the John Fredriksen Family ceases to own  directly minimum 25% of the shares and/or the voting rights of the Ultimate Parent; or  b) without the prior written approval of the Majority Lenders, any individual person or more  persons acting in concert (other than any company controlled directly or indirectly by the  John Fredriksen Family) have the right or the ability to control, either directly or indirectly,  the affairs or composition of the majority of the board of directors (or equivalent) of the  Ultimate Parent or becomes owners of 1/3 or more of the voting shares of the Ultimate  Parent; or  c) the Ultimate Parent ceases to own directly 100% of the shares and/or the voting rights in  the Intermediate Parent; or  d) the Intermediate Parent ceases to own directly 100% of the shares and/or the voting rights  in the Borrower, excluding in the event of a disposal of such shares in accordance with  Clause 7.2 (Disposal or Total Loss), in which case that clause shall apply.  "Code" means the US Internal Revenue Code of 1986 (as amended).  "COFR" means the U.S. Certificate of Financial Responsibility program (as in effect from time to  time), based on the U.S. Oil Pollution Act of 1980.  "Commitment" means   a) in relation to a Facility, the amount set out under the heading of such Facility in Schedule 1  (The Original Lenders and Commitments);   b) in relation to an Original Lender, the amount set opposite its name under the heading  "Commitment" in Schedule 1 (The Original Lenders and Commitments) and the amount of  any other Commitment transferred to it under this Agreement; and   c) in relation to any other Lender, the amount of any Commitment transferred to it under this  Agreement,  to the extent not cancelled, reduced or transferred by it under this Agreement.  





 






  10127241/1  8  "Compliance Certificate" means a certificate substantially in the form as set out in Schedule 5  (Form of Compliance Certificates).  "Confidential Information" means all information relating to the Obligors, the Group, the Finance  Documents or the Facilities of which a Finance Party becomes aware in its capacity as, or for the  purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for  the purpose of becoming a Finance Party under, the Finance Documents or the Facilities from either:  a)  the Obligors or any of their respective advisers; or  b)  another Finance Party, if the information was obtained by that Finance Party directly or  indirectly from the Obligors or any of their 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 36.1 (Confidential Information); or  (ii) is identified in writing at the time of delivery as non-confidential by the Obligor 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 Obligor 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.  "Default" means an Event of Default or any event or circumstance specified in Clause 24 (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.   "Delivery Date" means the date on which the Vessel is actually delivered, by passing of risk and  title, to the Borrower under the Intermediate MOA, expected to occur on or about 28 February 2021.  "DOC" means, in relation to any technical Manager of the Vessel, a valid document of compliance  issued to the technical Manager pursuant to paragraph 13.2 of the ISM Code.  "Drawdown Date" means the Business Day on which the Borrower has requested drawdown of a  Loan pursuant to this Agreement or, as the context requires, the date on which the drawdown is  actually made.  "Drawdown Notice" means a notice substantially in the form set out in Schedule 3 (Form of  Drawdown Notice).  "Earnings" means all moneys whatsoever which are now, or later become, payable (actually or  contingently) to the Borrower and which arise out of the use of or operation of the Vessel, including  (but not limited to):  





 






  10127241/1  9  a) all freight, hire and passage moneys payable to the Borrower, including (without limitation)  payments of any nature under a charterparty or any other agreement for the employment,  use, possession, management and/or operation of the Vessel;  b) any claim under any guarantees related to freight and hire payable to the Borrower as a  consequence of the operation of the Vessel;  c) compensation payable to the Borrower in the event of any requisition of the Vessel or for  the use of the Vessel by any government authority or other competent authority;  d) remuneration for salvage, towage and other services performed by the Vessel payable to  the Borrower;  e) demurrage and retention money receivable by the Borrower in relation to the Vessel;   f) all moneys which are at any time payable under the Insurances in respect of loss of  earnings;   g) any damages for breach (or payments for variation or termination) of any contract of  employment of the Vessel payable to the Borrower;  h) if and whenever the Vessel is employed on terms whereby any moneys falling within  paragraphs a) to f) above (both inclusive) are pooled or shared with any other person, that  proportion of the net receipts of the relevant pooling or sharing arrangement which is  attributable to the Vessel; and   i) any other money whatsoever due or to become due to the Borrower from third parties in  relation to the Vessel, or otherwise.  "Earnings Accounts" means the Borrower's bank accounts, into which all Earnings are to be paid,  to be held with the Account Bank, and to be subject to the Account Pledge.  "EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein  and Norway.  "Environmental Approval" means any permit, licence, consent, approval and other Authorisations  and the filing of any notification, report or assessment required under any Environmental Law for  the operation of the Vessel.  "Environmental Claim" means any claim, proceeding or investigation by any party in respect of  any Environmental Law or Environmental Approval.  "Environmental Law" means any law, regulation, convention or treaty applicable to an Obligor and  which relates to the pollution or protection of the environment or to the carriage of material which is  capable of polluting the environment.  "EU Bail-In Legislation Schedule" means the document described as such and published by the  Loan Market Association (or any successor person) from time to time.  "Event of Default" means any event or circumstance specified as such in Clause 24 (Events of  Default).  "FA Act" means the Norwegian Financial Agreements Act 1999 No. 46 (No. finansavtaleloven).  





 






  10127241/1  10  "Facilities" means the Term Loan Facility and the Revolving Facility and "Facility" means each of  them.  "FATCA" means:  a) sections 1471 to 1474 of the Code or any associated regulations;  b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental  agreement between the US and any other jurisdiction, which (in either case) facilitates the  implementation of any law or regulation referred to in paragraph a) above; or  c) any agreement pursuant to the implementation of any treaty, law or regulation referred to  in paragraphs a) or b) above with the US Internal Revenue Service, the US government or  any governmental or taxation authority in any other jurisdiction.  "FATCA Application Date" means:  a) in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code  (which relates to payments of interest and certain other payments from sources within the  US), 1 July 2014;  b) in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling  within paragraph (a) above, the first date from which such payment may become subject  to a deduction or withholding required by FATCA.   "FATCA Deduction" means a deduction or withholding from a payment under a Finance Document  required by FATCA.  "FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA  Deduction.   "Fee Letter" means any letter or letters dated on or about the date of this Agreement between:   a) the Agent (on behalf of any other Finance Parties) and the Borrower; and  b) the Agent (for itself) and the Borrower,   in each case, setting out any of the fees referred to in Clause 11 (Fees).   "Final Maturity Date" means the day falling five (5) years after the Drawdown Date under the  Term Loan Facility.  "Finance Documents" means   a)  this Agreement;   b)  any Fee Letter;   c) the Security Documents;    d) any Trust Agreement;  





 






  10127241/1  11  e)  each Hedging Agreement, other than in respect of Clauses 35 (Amendments and Waivers),  37 (Counterparts) and (in relation to any communications between the Borrower and the  Hedge Providers) Clause 31 (Notices); and  f) any other document designated as such by the Agent and the Borrower.  "Finance Party" means any or all of the Lenders, the Agent, the Security Agent, the Arrangers and  the Hedge Providers.  "Financial Indebtedness" means any indebtedness for or in respect of:  a) moneys borrowed and debit balances at banks or other financial institutions;  b) any amount raised by acceptance under any acceptance credit facility or dematerialised  equivalent;  c) any amount raised pursuant to 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 US GAAP, 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 entered into in connection with protection against or benefit  from fluctuation in any rate or price (and, when calculating the value of any 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 derivative transaction, that amount) shall be taken into  account);  g) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or  documentary letter of credit or any other instrument issued by a bank or financial  institution;   h) any amount of any liability under a deferred purchase agreement if (i) one of the primary  reasons behind entering into the agreement is 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 60 days after the date of supply;  i) 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 or otherwise classified as borrowings under US GAAP; and  j) (without double-counting) the amount of any liability in respect of any guarantee or  indemnity for any of the items referred to in paragraphs a) to i) above.  "Green Passport" means a document listing all potential hazardous materials on board the Vessel  as further described by the Vessel's classification society and/or the International Maritime  Organization (IMO), hereunder an Inventory of Hazardous Materials as described thereby.   "Group" means the Ultimate Parent and its Subsidiaries from time to time.  





 






  10127241/1  12  "Guarantee" means the unconditional and irrevocable guarantee (In Norwegian:  "Selvskyldnerkausjon") and indemnity provided by the each of the Guarantors pursuant to Clause 17  (Guarantee and indemnity).  "Hedging Agreement" means any master agreement, confirmation, schedule or other agreement  entered or to be entered into by the Borrower and any Hedge Provider to hedge liabilities under or in  connection with the Agreement.  "Holding Company" means, in relation to a person, any other person in respect of which it is a  Subsidiary.  "Insurance Report" means a report with respect to the Insurances, with a form, scope and  conclusion acceptable to the Lenders, and from a firm of marine insurance brokers acceptable to the  Lenders.  "Insurances" means, in relation to the Vessel, all insurance policies and contracts of insurance  (which expression includes all entries of the Vessel in a protection and indemnity or war risk  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 (whether in the sole name of the Borrower or in the joint  names of the Obligors and any other person) in respect of the Vessel or otherwise in connection with  the Vessel and all benefits thereunder (including claims of whatsoever nature and return of  premiums).  "Interest Payment Date" means the last Business Day of each Interest Period.  "Interest Period" means, in relation to a Loan, each period determined in accordance with Clause 9  (Interest Periods), and, in relation to an Unpaid Sum, each period determined in accordance with  Clause 8.3 (Default interest).   "Intermediate Buyer" means Volunteer Shipowning Inc. in respect of the Vessel, which entity is  party as buyer to the Shipbuilding Contract, and have entered into the Intermediate MOA.   "Intermediate MOA" means the memorandum of agreement for the sale of the Vessel from the  Intermediate Buyer as seller to the Borrower as buyer, securing a concurrent delivery under the  Shipbuilding Contract and the Intermediate MOA, and including arrangements for the assignment of  Yard's warranties in respect of the Vessel to the Borrower, to be in form and substance satisfactory  to the Agent.  "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 12:00 hours on the Quotation Day for USD.  "ISM Code" means the International Safety Management Code for the Safe Operation of Ships and  for Pollution Prevention.   





 






  10127241/1  13  "ISPS Code" means the International Ship and Port Facility Security (ISPS) Code as adopted by the  International Maritime Organization's (IMO) Diplomatic Conference of December 2002.  "John Fredriksen Family" means Mr. John Fredriksen, his direct lineal descendants, the personal  estate of any of them and/or any trust created for the benefit of any of the aforementioned persons  or their estates.  "Lender" means:   a) any Original Lender; and  b) any New Lender,  which in each case has not ceased to be a Party in accordance with the terms of this Agreement.  "LIBOR" means, in relation to any Loan:   a)  the applicable Screen Rate as of 12:00 hours on the Quotation Day for USD and for a  period equal in length to the Interest Period of that Loan; or  b) as otherwise determined pursuant to Clause 10.1 (Unavailability of Screen Rate);  and if, in either case, that rate is below zero, LIBOR will be deemed to be zero.  "Loan" means a loan made or to be made under a Facility or the principal amount outstanding  for the time being of that loan.   "Majority Lenders" means:  a) if there are no Loan outstanding, a Lender or Lenders whose Commitments aggregate  equal to or more than 662/3% of the Total Commitments (or, if the Total Commitments  have been reduced to zero, aggregated equal to or more than 662/3% of the Total  Commitments immediately prior to the reduction); or  b) at any other time, a Lender or Lenders whose participations in the Loans then outstanding  aggregate equal to or more than 662/3% of the Loans then outstanding.   "Management Agreement(s)" means any commercial and/or technical management agreement  entered into between the Borrower and the Manager(s) regarding the Vessel, on terms and  conditions acceptable to the Majority Lenders.  "Manager" means any technical or commercial manager of the Vessel.  "Manager's Undertaking" means a subordination statement by each Manager of the Vessel, in  form and substance acceptable to the Agent, whereupon the Manager fully subordinates its claims  under any Management Agreement(s) and otherwise in respect of the Vessel to the claims of the  Finance Parties under the Finance Document.  "Margin" means two point eighty five per cent (2.85%) per annum.  "Marpol" means the International Convention for the Prevention of Pollution from Ships.  





 






  10127241/1  14  "Market Value" means the fair market value of the Vessel in USD, being the average of valuations  of the Vessel obtained from two (2) Approved Brokers by the Borrower. Such valuations to be made  with or without physical inspection of the Vessel (as the Majority Lenders may require) on the basis  of a sale for prompt delivery for cash at arm's length on normal commercial terms as between a  willing buyer and seller, on an "as is, where is" basis, free of any existing charter or other contract  of employment and/or pool arrangement. If the two valuations differ by more than ten per cent.  (10.00%), then a third Approved Broker appointed by the Agent (as instructed by the Majority  Lenders) shall provide a valuation and the value of the Vessel shall be the average of the three  valuations. The valuations shall be for the cost of the Borrower.   "Material Adverse Effect" means a material adverse effect on:  a) the financial position, business or operation of any Obligor or the Group (taken as a  whole);   b) the ability of any of the Obligors' to perform any of its obligations under the Finance  Documents; or  c) the validity or enforceability of, or the effectiveness or ranking of any Security Interest  granted or purported to be granted pursuant to any of, the Finance Documents or the  rights or remedies of any Finance Party under any of the Finance Documents.  "Maximum Loan Amount" means an amount equal to the lower of:  a) 65% of the Market Value of the Vessel; and   b)  USD 125,000,000,  "Mortgage" means the first priority or preferred, as applicable, cross collateralized ship mortgage  and, if applicable, the declaration of pledge or deed of covenants collateral thereto, granted by the  Borrower in favour of the Security Agent (on behalf of the Finance Parties) in form and substance  acceptable to the Security Agent and registered against the Vessel with the applicable Approved  Ship Registry.  "New Lender" has the meaning set out in Clause 25 (Changes to the Parties).  "Obligor" means the Borrower or the Guarantors, or any of them, as the case may be.  "Original Financial Statements" means the financial statements for each Obligor (consolidated  and audited in respect of the Ultimate Parent), for the financial year ended 31 December 2019.  "Party" means a party to this Agreement.   “Poseidon Principles” means the financial industry framework for assessing and disclosing the  climate alignment of ship finance portfolios published on June 2019 as the same may be  amended or replaced to reflect changes in applicable law or regulation or the introduction of or  changes to mandatory requirements of the International Maritime Organization   from time to  time.  "Quotation Day" means, in relation to any period for which an interest rate is to be determined two  (2) Business Days before the first day of that period.  





 






  10127241/1  15  "Reference Banks" means the Lenders and any other bank to be agreed between the Borrower and  the Agent at the appropriate time.  "Reference Bank Rate" means the arithmetic mean of the rates (rounded upwards to four decimal  places) as supplied to the Agent at its request by the Reference Banks, as the rate at which the  relevant Reference Bank could borrow funds in the applicable interbank market in the relevant  currency and for the relevant period, were it to obtain interbank offers for deposits in that currency  and for that period, and if a Reference Bank does not supply a quotation by 12:00 hours on the  Quotation Day, the applicable rate shall be determined on the basis of the quotations of the  remaining Reference Banks.  "Relevant Jurisdiction" means in relation to any Party:  a)  its jurisdiction of incorporation;  b) any jurisdiction where any asset subject to or intended to be subject to Security Interest  under a Security Document to be created by it is situated or registered, as applicable;  c) any jurisdiction where it conducts its business; and  d) the jurisdiction whose laws govern the perfection of any of the Security Documents entered  into by it.  "Repeating Representations" means each of the representations set out in Clause 19  (Representations and warranties), except for Clauses 19.3a) (Binding obligations), 19.4a) (No  conflict with other obligations), 19.6 (Governing law and enforcement), 19.8 b (Taxes) and Clause  19.9 (No filing or stamp taxes).  "Resolution Authority" means any body which has authority to exercise any Write-down and  Conversion Powers.  "Restricted Party" means a person or persons, legal or physical that:  a)  is listed on any Sanctions List;  b) is domiciled, resident, located or having its main place of business in, or is incorporated  under the laws of, a country or a territory that is or whose government is subject to  Sanctions which attach legal effect to being domiciled, located, having its main place of  business in, or incorporated under the laws such country;  c) otherwise the target of Sanctions (whether designated by name or by reason of being  included in a class of person);  d) with which any Finance Party is prohibited from dealing with or otherwise engaging in a  transaction with due to Sanctions; or  e) is directly or indirectly owned by more than 50 percent or controlled, or acting on behalf, at  the direction or for the benefit of a person(s) referred to in paragraph (a), (b) or (c) above.  "Revolving Facility" means the senior secured revolving credit facility provided pursuant to the  terms of this Agreement, as described in Clause 2.1 (The Facilities)  "Rollover Loan" means one or more Loans under the Revolving Facility:  





 






  10127241/1  16  (i) made or to be made:  (A) on the same day that a maturing Loan is due to be repaid by the Borrower; and  (B) in whole or in part for the purpose of refinancing the maturing Loan; and  (ii) the aggregate amount of which is equal to or less than the amount of the maturing Loan.  "Sanctions" means any 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, or enforced by any Sanctions Authority.   "Sanctions Authority" means the United Nations Security Council, the European Union or the  Kingdom of Sweden, the United Kingdom, the Kingdom of Norway, any country to which any Obligor  is bound, the United States of America (including but not limited to the U.S. Department of  Treasury's Office of Foreign Assets Control (OFAC) and the U.S. Department of State), and any  authority acting on behalf of any of them in connection with Sanctions.  "Sanctions List" means any list of persons or entities subject to Sanctions published in connection  with Sanctions by or on behalf of any Sanctions Authority from time to time.  "Screen Rate" means the London interbank offered rate administered by ICE Benchmark  Administration Limited (or any other person which takes over the administration of that rate) for  USD for the relevant period displayed on the appropriate or relevant page of the Reuters screen  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 Ultimate Parent.  "Security Documents" means all or any security documents as may be entered into from time to  time pursuant to Clause 18 (Security).  "Security Interest" means any mortgage, charge (whether fixed or floating), encumbrance,  pledge, lien, assignment by way of security, finance lease, sale and repurchase or sale and  leaseback arrangement, sale of receivables on a recourse basis or other security interest or any  other agreement or arrangement having the effect of conferring security.  "Security Period" means the period commencing on the date of this Agreement and ending the  date on which the Agent notifies the Borrower and the other Finance Parties that:  a) all amounts which have become due for payment by the Borrower or any other party under  the Finance Documents have been paid in full;  b) no amount is owing or has accrued (without yet having become due for payment) under  any of the Finance Documents;  c) the Obligors' have no future or contingent liability under any provision of this Agreement,  the other Finance Documents; and  d) the Agent and the Majority Lenders do not consider that there is a significant risk that any  payment or transaction under a Finance Document would be set aside, or would have to be  reversed or adjusted, in any present or possible future proceeding relating to a Finance  





 






  10127241/1  17  Document or any asset covered (or previously covered) by a Security Interest created by a  Finance Document.  "Selection Notice" means a notice substantially in the form set forth in Schedule 4 (Form of  Selection Notice) given in accordance with Clause 9.1 (Selection of Interest Periods).  "Share Pledges" means first priority pledges in favour of the Security Agent (on behalf of the  Finance Parties) to be created over all shares in the Borrower pursuant to one or several share  pledge agreements in form and substance acceptable to the Security Agent, to be entered into  between the Security Agent and the Intermediate Parent.  "Shipbuilding Contract" means the shipbuilding contract dated 30 June 2018 entered into between  the Intermediate Buyer and the Yard regarding the construction of the Vessel.   “Statement of Compliance” means a Statement of Compliance related to fuel oil consumption  pursuant to regulations 6.6 and 6.7 of Annex VI.  "SMC" means a valid safety management certificate issued for the Vessel pursuant to paragraph  13.7 of the ISM Code.  "SMS" means a safety management system for the Vessel developed and implemented in  accordance with the ISM Code and including the functional requirements duties and obligations that  follow from the ISM Code.  "Subsidiary" means an entity from time to time of which a person:    a) has direct or indirect control;   b) or owns directly or indirectly more than fifty per cent. (50.00%) (votes and/or capital),   and for the purpose of paragraph a) above, an entity shall be treated as being "controlled" by a  person if that person is able to direct its affairs and/or control either directly or indirectly, the  composition of its board of directors or equivalent body.  "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).  "Term Loan Facility" means the senior secured term loan facility provided pursuant to the terms of  this Agreement as described in Clause 2.1 (The Facilities)  "Total Commitments" means the aggregate of the Commitments in respect of both Facilities, being  USD 125,000,000 at the date of this Agreement.  "Total Loss" means, in relation to the Vessel:  a) the actual, constructive, compromised, agreed, arranged or other total loss of the Vessel;  b) any expropriation, confiscation, requisition or acquisition of the Vessel, whether for full  consideration, a consideration less than its proper value, a nominal consideration or  without any consideration, which is effected by any government or official authority or by  any person or persons purporting to be or to represent a governmental or official authority  





 






  10127241/1  18  unless it is within 180 calendar days from the Total Loss Date redelivered to the full control  of the Borrower; and  c) any capture or seizure of the Vessel (including any hijacking or theft) unless it is within  180 calendar days from the Total Loss Date redelivered to the full control of the Borrower.  "Total Loss Date" means:  a) in the case of an actual total loss of the Vessel, the date on which it occurred or, if that is  unknown, the date when the Vessel was last heard of;  b) in the case of a constructive, compromised, agreed or arranged total loss of the Vessel, the  earlier of:   (i) the date on which a notice of abandonment is given to the insurers; and   (ii) the date of compromise, arrangement or agreement made by or on behalf of the  Borrower with the Vessel's insurers in which the insurers agree to treat the Vessel  as a total loss; or  c) in the case of any other type of total loss, on the date (or the most likely date) on which it  appears to the Agent (in consultation with the Borrower and the Lenders) that the event  constituting the total loss occurred.  "Transaction Documents" means any Management Agreement, the Shipbuilding Contract and the  Intermediate MOA.  "Transfer Certificate" means a certificate substantially in the form as set out in Schedule 6 (Form  of Transfer Certificate) or any other form agreed between the Agent and the Borrower.  "Transfer Date" means, in relation to a transfer, the later of:  a) the proposed Transfer Date specified in the relevant Transfer Certificate; and  b) the date on which the Agent executes the relevant Transfer Certificate.  "Trust Agreement" means:   a) any vessel trust agreement entered into from time to time between the Agent and the  Security Agent (as mortgagee) in respect of the Vessel and Mortgage, whereby the  Security Agent agrees to hold the Vessel and/or the Mortgage on trust for the Finance  Parties; and  b) any trust deed entered into from time to time between the Finance Parties and the Security  Agent in respect of any English law governed Security Documents.  "UK Bail-In Legislation" means (to the extent that the United Kingdom is not an EEA Member  Country which has implemented, or implements, Article 55 BRRD) Part I of the United Kingdom  Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the  resolution of unsound or failing banks, investment firms or other financial institutions or their  affiliates (otherwise than through liquidation, administration or other insolvency proceedings).  





 






  10127241/1  19  "Unpaid Sum" means any sum due and payable but unpaid by an Obligor under the Finance  Documents.  "US" means the United States of America.    "US GAAP" means the generally accepted account principles in the US.  "US Tax Obligor" means:  a) an Obligor which is resident for tax purposes in the US; or  b)  an Obligor some or all of whose payments under the Finance Documents are from sources  within the US for US federal income tax purposes.  "USD" means United States Dollars, being the lawful currency of the United States of America.  "VAT" means value added tax and any other tax of similar nature.    "Vessel" means the vessel set out in Schedule 7 (Vessel).  "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; and  c) in relation to any UK Bail-In Legislation:  (i) any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by  a person that is a bank or investment firm or other financial institution or affiliate of a  bank, investment firm or other financial institution, to cancel, reduce, modify or change the  form of a liability of such a person or any contract or instrument under which that liability  arises, to convert all or part of that liability into shares, securities or obligations of that  person or any other person, to provide that any such contract or instrument is to have  effect as if a right had been exercised under it or to suspend any obligation in respect of  that liability or any of the powers under that UK Bail-In Legislation that are related to or  ancillary to any of those powers; and  





 






  10127241/1  20  (ii) any similar or analogous powers under that UK Bail-In Legislation.  "Yard" means Hyundai Samho  Heavy Industries Co. Ltd.  1.2 Construction   a) Unless a contrary indication appears, any reference in this Agreement to:  (i) the "Agent", the "Security Agent", the "Arranger", any "Finance Party", any  "Lender", any "Obligor", any "Hedge Provider" or any "Party" shall be  construed so as to include its successors in title, permitted assigns and permitted  transferees to, or of, its rights and/or obligations under the Finance Documents;  (ii) a "Finance Document" or any other agreement or instrument is a reference to  that Finance Document or other agreement or instrument as amended, novated,  supplemented, extended or restated;  (iii) "control" means the power to appoint a majority of the board of directors or to  direct the management and policies of an entity, whether through the ownership  of voting capital, by contract or otherwise;  (iv) "indebtedness" includes any obligation (whether incurred as principal or as  surety) for the payment or repayment of borrowed money, whether present or  future, actual or contingent;   (v) a "person" shall include any individual, firm, partnership, joint venture,  company, corporation, trust, fund, body, corporate, unincorporated body of  persons, or any state or any agency of a state or association (whether or not  having separate legal personality);  (vi) 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 of any  regulatory, self-regulatory or other authority or organisation;  (vii) a provision of law is a reference to that provision as it may be amended or re- enacted; and  (viii) a time of the day is a reference to Stockholm time unless specified otherwise.  b) Section, Clause and Schedule headings are for ease of reference only.  c) Words denoting the singular number shall include the plural and vice versa.  d) Unless a contrary indication appears, a term used in any other Finance Document or in any  notice given under or in connection with any Finance Document has the same meaning in  that Finance Document or notice as in this Agreement.  e) Unless the contrary intention appears, a reference to a "month" or "months" is a  reference to a period starting on one day in a calendar month and ending on the  numerically corresponding day in the next calendar month, except that;  





 






  10127241/1  21  (i) (subject to paragraph (iii) 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;  (ii) 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  (iii) 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.   f) A Default and/or an Event of Default is "continuing" if it has not been remedied or  waived.  1.3 Conflicting provisions  In case of conflict between this Agreement and the terms of any of the Security Documents, the  terms and conditions of this Agreement shall prevail.  1.4 The FA Act  Each Obligor hereby agrees and accepts, to the extent permitted by law, that this Clause 1.4 (The  FA Act) shall constitute a waiver of the provisions of the FA Act, and further agrees and accepts, to  the extent permitted by law, that the provisions of the FA Act shall not apply to this Agreement or to  the relationship between the Finance Parties and each Obligor.      





 






  10127241/1  22  SECTION 2  THE FACILITIES  2 THE FACILITIES   2.1 The Facilities  Subject to the terms of this Agreement, the Lenders agree to make available to the Borrower the  Facilities consisting of (i) the Term Loan Facility, a senior secured term loan facility, and (ii) the  Revolving Facility, a senior secured revolving facility, in aggregate up to the Total Commitments  allocated as set out in Schedule 1 (The Original Lenders and Commitments).  2.2 Finance Parties' rights and obligations  a) The obligations of each Finance Party under the Finance Documents are several. Failure by  a Finance Party to perform its obligations under the Finance Documents does not affect the  obligations of any other Party under the Finance Documents. No Finance Party is  responsible for the obligations of any other Finance Party under the Finance Documents.  b) The rights of each Finance Party under or in connection with the Finance Documents are  separate and independent rights and any debt arising under the Finance Documents to a  Finance Party from an Obligor shall be a separate and independent debt in respect of which  a Finance Party shall be entitled to enforce its rights in accordance with paragraph c)  below. The rights of each Finance Party include any debt owing to that Finance Party under  the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other  amount owed by an Obligor which relates to a Finance Party’s participation in the Facilities  or its role under a Finance Document (including any such amount payable to the Agent on  its behalf) is a debt owing to that Finance Party by that Obligor.   c) A Finance Party may, except as otherwise stated in the Finance Documents, separately  enforce its rights under the Finance Documents.   2.3 Obligors' agent  a) Each Obligor (other than the Ultimate Parent) by its execution of this Agreement  irrevocably appoints the Ultimate Parent to act on its behalf as its agent in relation to the  Finance Documents and irrevocably by way of security authorises:  (i)  the Ultimate Parent on its behalf to supply all information concerning itself  contemplated by this Agreement to the Finance Parties and to give all notices and  instructions, to make such agreements, to execute such deeds (under hand), and  to effect the relevant amendments, supplements and variations capable of being  given, made or effected by the Ultimate Parent notwithstanding that they may  affect the other Obligors, without further reference to or the consent of the other  Obligors; and  (ii)  each Finance Party to give any notice, demand or other communication to the  Obligors pursuant to the Finance Documents to the Ultimate Parent,  and in each case the other Obligors shall be bound as though the Ultimate Parent itself had  been given the notices and instructions or executed or made the agreements or deeds or  effected the amendments, supplements or variations, or received the relevant notice,  demand or other communication.  





 






  10127241/1  23  b) Every act, omission, agreement, undertaking, settlement, waiver, amendment,  supplement, variation, notice or other communication given or made by the Ultimate  Parent or given to the Ultimate Parent under any Finance Document on behalf of the other  Obligors or in connection with any Finance Document (whether or not known to any of the  other Obligors) shall be binding for all purposes on the other Obligors as if it had expressly  made, given or concurred with it. In the event of any conflict between any notices or other  communications of the Ultimate Parent and the other Obligors, those of the Ultimate Parent  shall prevail.  3 PURPOSE   3.1 Purpose  The Borrower shall apply all amounts borrowed by it under the Facilities towards (i) part financing  the acquisition of the Vessel and (ii) for the Borrower's general corporate purposes.  3.2 Monitoring  Without prejudice to the obligations of the Borrower under this Clause 3, no Finance Party is bound  to monitor or verify the application of any amount borrowed pursuant to this Agreement.  4 CONDITIONS PRECEDENT  4.1 Initial conditions precedent   a) The signing and effectiveness of this Agreement is conditional upon the Agent having  received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions  precedent - Signing) in form and substance satisfactory to the Agent no later than 30 June  2020, unless otherwise agreed by the Parties hereto. The Agent shall notify the Borrower  and the Lenders promptly upon being so satisfied.   b) The Borrower may not deliver a Drawdown Notice unless the Agent has received all of the  documents and other evidence listed in Part II of Schedule 2 (Conditions precedent –  Drawdown Notice) in form and substance satisfactory to the Agent. The Agent shall notify  the Borrower and the Lenders promptly upon being so satisfied.   c) the Borrower shall procure that the Agent has received all of the documents and other  evidence listed in Part III of Schedule 2 (Conditions precedent – Delivery Date) in form and  substance satisfactory to the Agent latest on the Delivery Date.   d) Other than to the extent that the Majority Lenders notify the Agent in writing to the  contrary before the Agent gives the notification described in paragraph b) above, the  Lenders authorise (but do not require) the Agent to give that notification. The Agent shall  not be liable for any damages, costs or losses whatsoever as a result of giving any such  notification.  4.2 Further conditions precedent  The Lenders will only be obliged to comply with Clause 5.5 (Lenders' participation) if on the date of a  Drawdown Notice and on the proposed Drawdown Date:  a) in the case of a Rollover Loan, no Event of Default is continuing or would result from the  proposed drawing and in the case of any other Loan, no Default is continuing or would  result from the proposed drawing; and  





 






  10127241/1  24  b) the Repeating Representations contained in Clause 19 (Representations and warranties)  deemed to be repeated on those dates are true and correct in all material respects.  4.3 Maximum number of drawings   a) The Term Loan Facility may be drawn in one (1) Loan only during the Availability Period.  b) The Borrower may not deliver a Drawdown Notice under the Revolving Facility if as a result  of the proposed drawing more than five (5) Loans would be outstanding under the  Revolving Facility.   4.4 Waiver of conditions precedent   The conditions precedent specified in this Clause 4 are solely for the benefit of the Lenders and may  be waived on their behalf in whole or in part and with or without conditions by the Agent (acting on  the instructions of all the Lenders).  





 






  10127241/1  25  SECTION 3  DRAWDOWN  5 DRAWDOWN  5.1 Delivery of a Drawdown Notice  The Borrower may utilise a Facility by delivering to the Agent a duly completed Drawdown Notice no  later than 11:00 hours three (3) Business Days prior to the proposed Drawdown Date.    5.2 Completion of the Drawdown Notice  Each Drawdown Notice is irrevocable and will not be regarded as having been duly completed  unless:  a) it identifies the Facility to which the proposed Loan relates;  b) it identifies the purpose of the proposed Loan, being in accordance with Clause 3.1  (Purpose);  c) the proposed Drawdown Date is a Business Day within the Availability Period of the  relevant Facility;  d) subject to Clause 5.5 (Closing mechanics), the proposed Drawdown Date under the Term  Loan Facility is also the Delivery Date of the Vessel;  e) the currency specified is USD;   f) the aggregate of any Loan(s) utilised and the amount of the proposed Loan, does not  exceed the Total Commitments;   g) the amount specified in the Drawdown Notice does not exceed the Available Commitments  under the relevant Facility;   h) the proposed Interest Period complies with Clause 9 (Interest Periods);   i) in respect of the Revolving Facility, the amount of the proposed Loan is minimum USD  5,000,000 or integral multiples thereof; and  j) in respect of the Term Loan Facility, the amount of the proposed Loan, when aggregated  with the Commitments under the Revolving Facility, will not cause the Maximum Loan  Amount to be exceeded, as determined by the Market Value of the Vessel established not  more than four (4) weeks prior to the proposed Drawdown Date.  5.3 Automatic Rollover Loan  a) In the event that the Agent has not received a Drawdown Notice within the time limit set in  Clause 5.1 (Delivery of a Drawdown Notice) for a drawdown under the Revolving Facility  made solely for the purpose of repayment of a Loan under the Revolving Facility in  accordance with Clause 6.1 (Repayment – Revolving Facility) on its repayment date, it  shall be regarded as if the Borrower has completed and submitted a Drawdown Notice for a  Rollover Loan to the Agent within the time limit. Any such Rollover Loan shall have the  same Interest Period as the preceding Loan.   





 






  10127241/1  26  b) In the event that the Borrower does not want the Rollover Loan to be made available  automatically, it must notify the Agent in writing before 11:00 hours four (4) Business  Days prior to the relevant repayment date.  c) The Rollover Loan will only be made available as long as all other requirements under this  Agreement for the availability for a Loan under the Revolving Facility in the same amount  as the Rollover Loan are fulfilled on the Drawdown Date.  d) The Rollover Loan shall be applied to repay the relevant Loan under the Revolving Facility  on its repayment date in accordance with Clause 6.1 (Repayment – Revolving Facility).  5.4 Availability   Any amount of the Commitments under a Facility which, at that time, has not been utilised shall  automatically be cancelled at the close of business in Oslo on the expiry of the relevant Availability  Period.    5.5 Lenders' participation  a) Upon receipt of a Drawdown Notice, the Agent shall notify each Lender of the details of the  requested drawing and the amount of each Lender's participation.   b) If the conditions set out in this Agreement have been met, and subject to Clause 6.1  (Repayment – Revolving Facility) each Lender shall no later than 11:00 hours on a  Drawdown Date make available to the Agent for the account of the Borrower an amount  equal to its participation in the drawing to be advanced pursuant to a Drawdown Notice.  The amount of each Lender's participation in each Loan will be equal to the proportion  borne by its Commitments to the aggregate Commitments under such Facility immediately  prior to making the Loan.   5.6 Closing mechanics   Subject to (i) an agreed closing procedure, (ii) conditions for release and return of funds, and (iii)  relevant undertakings not to trigger release prior to the Agent's written consent, all to the  satisfaction of the Agent (acting on the instruction of the Lenders, in their sole discretion), the  Drawdown Date may be prior to the Delivery Date in order to facilitate pre-positioning of funds with  the Yard's bank.    SECTION 4  REPAYMENT, PREPAYMENT AND CANCELLATION    6 REPAYMENT  6.1 Repayment – Revolving Facility  a) The Borrower shall repay each Loan under the Revolving Facility on the last day of its  Interest Period.  b) Without prejudice to the Borrower's obligation under paragraph a) above, if:   (i) one or more Loans are to be made available to the Borrower:  (A) on the same day that a maturing Loan is due to be repaid by the  Borrower; and  





 






  10127241/1  27  (B) in whole or in part for the purpose of refinancing the maturing Loan; and  (ii) the proportion borne by each Lender's participation in the maturing Loan to the  amount of that maturing Loan is the same as the proportion borne by that  Lender's participation in the new Loans to the aggregate amount of those new  Loans,  the aggregate amount of the new Loans shall, unless the Borrower notifies the Agent to the  contrary in the relevant Drawdown Notice, be treated as if applied in or towards repayment  of the maturing Loan so that:  (A) if the amount of the maturing Loan exceeds the aggregate amount of the  new Loans:  (1) the Borrower will only be required to make a payment under  Clause 29.1 (Payments to the Agent) in an amount equal to that  excess; and  (2) each Lender's participation in the new Loans shall be treated as  having been made available and applied by the Borrower in or  towards repayment of that Lender's participation in the maturing  Loan and that Lender will not be required to make a payment  under Clause 29.1 (Payments to the Agent) in respect of its  participation in the new Loans; and  (B) if the amount of the maturing Loan is equal to or less than the aggregate  amount of the new Loans:  (1) the Borrower will not be required to make a payment under  Clause 29.1 (Payments to the Agent); and  (2) each Lender will be required to make a payment under Clause  29.1 (Payments to the Agent) in respect of its participation in  the new Loans only to the extent that its participation in the new  Loans exceeds that Lender's participation in the maturing Loan  and the remainder of that Lender's participation in the new  Loans shall be treated as having been made available and  applied by the Borrower in or towards repayment of that  Lender's participation in the maturing Loan.   c) No amount shall be outstanding under the Revolving Facility after the Final Maturity Date.  6.2 Repayment – Term Loan Facility  a) The Borrower shall repay the Loan under the Term Loan Facility in equal quarterly  consecutive instalments, based on a 16-year repayment profile, with the first instalment  falling due three (3) months after the Drawdown Date of the Loan.  b) On the Final Maturity Date the remaining principal amount outstanding under the Loan  under the Term Loan Facility shall be repaid as a balloon repayment.    c) The Borrower may not re-borrow any part of the Loan under the Term Loan Facility which  is repaid.  





 






  10127241/1  28  6.3 Final repayment  Notwithstanding Clause 6.2 (Repayment – Term Loan Facility), on the Final Maturity Date the  Borrower shall repay any Loans then outstanding under this Agreement in full, together with all  other sums due and outstanding under the Finance Documents at such date (if any).  6.4 Repayment schedule  An illustrative repayment schedule is set out in Schedule 8 (Repayment Schedule), based on the  assumption of full utilisation of the Total Commitments. The Agent shall provide an updated  repayment schedule prior to the first Drawdown Date, reflecting the final amount of each Loan and  its Drawdown Date, upon instruction of the Lenders.  7 PREPAYMENT AND CANCELLATION  7.1 Mandatory prepayment – Collateral Maintenance Test  The aggregate Market Value of the Vessel shall at all times be minimum one hundred and thirty per  cent. (130%) of the amount equal to the Loans outstanding under the Facilities (the "Collateral  Maintenance Test").  If there is a breach of the Collateral Maintenance Test, the Borrower shall within fourteen (14) days  of the occurrence of such breach either;   (i) post additional collateral reasonably satisfactory to the Majority Lenders in favour of the  Security Agent (it being understood that cash in USD placed in a pledged and blocked  account shall be satisfactory to the Majority Lenders), pursuant to security documentation  in form and substance reasonably satisfactory to the Agent, in an aggregate amount  sufficient to cure such breach, or  (ii) prepay the Loans under the Facilities by an amount necessary to cure such breach. Any  such prepayment under this paragraph shall be applied firstly towards the Revolving  Facility, and then towards repayment of the Term Loan Facility.  As long as any breach of the Collateral Maintenance Test is continuing and not cured, the Available  Commitments under the Revolving Facility shall be deemed reduced to zero for the purpose of any  drawdown or proposed drawdown.  7.2 Mandatory prepayment – Total Loss or sale  a) For the purpose of this Clause 7.2, the following definitions shall apply:  "Disposal Date" means:  (i) in case of a sale or other disposal of the Vessel, the date on which the sale or  other disposal is completed by delivery of the Vessel to the buyer;   (ii) in case of a sale or other disposal of all shares in the Borrower, the date of  transfer of such shares from the Intermediate Parent to the buyer; or   (iii) in the case of a Total Loss, on the earlier of (i) the date falling one hundred and  twenty (120) days after the Total Loss Date and (ii) the receipt by the Agent (on  behalf of the Lenders) of the proceeds of Insurance relating to such Total Loss (or  in the event of a requisition for title of the Vessel, immediately after the  occurrence of such requisition of title).  





 






  10127241/1  29  b) If the Vessel is sold or otherwise disposed of, or it becomes a Total Loss, or all shares in  the Borrower is sold or otherwise disposed of, the Borrower shall be obliged to prepay the  outstanding Loans under this Agreement in full, together with accrued interest, and settle  all costs and fees, and all outstanding amounts under Hedging Agreements, related to such  Loans, on the Disposal Date, and concurrently all Commitments shall be automatically  cancelled.   7.3 Mandatory prepayment – Illegality    If it becomes unlawful in any applicable jurisdiction or contrary to, or declared by any Sanctions  Authority to be contrary to, Sanctions (including, without limitation, due to actions by any Obligor)  for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or  maintain its participation in a Loan:  a) that Lender shall promptly notify the Agent upon becoming aware of that event;  b) upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately  cancelled; and  c) the Borrower shall repay that Lender's participation in the Loans on the Interest Payment  Date occurring after the Agent has notified the Borrower or, if earlier, the date specified by  that Lender in the notice delivered to the Agent (being no earlier than the last day of any  applicable grace period permitted by law).  7.4 Mandatory prepayment – Change of Control  Upon the occurrence of a Change of Control any Lender may cancel its Commitments, and declare  that its participation in any Loan, together with accrued interest, costs and fees shall be due and  payable. Such notice shall be given by the relevant Lender(s) to the Agent, and upon the Agent  notifying the Borrower, such Commitments will be immediately cancelled and such outstanding part  of any Loan and other amounts will become due and payable by the Borrower within twenty (20)  Business Days of such notice. The Borrower shall promptly notify the Agent upon becoming aware of  a Change of Control.  7.5 Voluntary prepayment   The Borrower may, if it gives the Agent not less than ten (10) Business Days' (or such shorter  period as the Majority Lenders may agree) prior written notice, prepay the whole or any part of a  Loan (but if in part, being an amount of minimum USD 1,000,000 or in integral multiples thereof).   7.6 Voluntary cancellation  The Borrower may, if it gives the Agent not less than ten (10) Business Days' (or such shorter  period as the Majority Lenders may agree) prior written notice, cancel the whole or any part of the  Available Commitments (but if in part being a minimum amount of USD 1,000,000 or in integral  multiples thereof) under the Revolving Facility. Any cancellation under this Clause 7.6 shall reduce  the Commitments of the Lenders rateably, and shall be applied pro rata on all future reductions,  including the balloon.  7.7 Right of repayment in relation to a single Lender  a) If:  (i) any sum payable to any Lender by the Borrower is required to be increased under  paragraph c) of Clause 12.2 (Tax gross-up); or  





 






  10127241/1  30  (ii) any Lender claims indemnification from the Borrower under Clause 12.3 (Tax  indemnity) or Clause 13.1 (Increased costs),  the Borrower may, whilst the circumstance giving rise to the requirement for that increase  or indemnification continues, give the Agent notice of cancellation of the Commitment of  that Lender and its intention to procure the repayment of that Lender's participation in the  Loans.  b) On receipt of a notice of cancellation referred to in paragraph a) above, the Commitment of  that Lender shall immediately be reduced to zero.  c) On the last day of each Interest Period which ends after the Borrower have given notice of  cancellation under paragraph a) above (or, if earlier, the date specified by the Borrower in  that notice), the Borrower shall repay that Lender's participation in the Loans together with  all interest and other amounts accrued under the Finance Documents.  7.8 Terms and conditions for prepayments and cancellation  a) Any notice of prepayment or cancellation by the Borrower under this Clause 7 shall be  irrevocable and, unless a contrary indication appears in this Agreement, shall specify the  date upon which the prepayment or cancellation is to be made.  b) 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.  c) The Borrower may not re-borrow any part of the Term Loan Facility which is prepaid, and  may not re-borrow any part of the Revolving Facility which is mandatorily prepaid.   d) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part  of the Commitments except at the times and in the manner expressly provided for in this  Agreement.  e) No amount of the Commitments cancelled under this Agreement may subsequently be  reinstated, unless otherwise agreed in writing with the Lenders.  f) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that  notice to the Borrower or the Lenders, as appropriate.  7.9 Application of prepayments  Unless otherwise provided for in this Clause 7, prepaid amounts shall be applied as follows:  a) any mandatory prepayment under this Agreement shall, to the extent not prepaying the  Loans in full, be applied in inverse order of maturity against the remaining instalments,  including balloon payments, first pro rata between the Facilities, and secondly, after  mandatory prepayments have been applied pro rata between the Facilities, the amount  applied pro rata to each Facility shall be applied pro rata between the Loans under the  respective Facilities, and shall, save as otherwise stated, reduce rateably each Lender's  participation in the Loan(s) prepaid; and  b) any voluntary prepayment under this Agreement shall be applied pro rata across the  repayment schedule, including the balloon, for the relevant Loan(s) being prepaid,  including any balloon, and shall, save as otherwise stated, reduce rateably each Lender's  participation in the Loan(s) prepaid.  





 






  10127241/1  31    SECTION 5  COSTS OF UTILISATION  8 INTEREST  8.1 Calculation of interest   a) The rate of interest for a Loan for each Interest Period is the percentage rate per annum  which is the aggregate of:  (i) the Margin; and  (ii) LIBOR.   b) Effective interest pursuant to Section 46 of the FA Act has been calculated by the Agent as  set out in a separate notice from the Agent to the Borrower.   8.2 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 (3) months, on the date falling at three-monthly intervals  after the first day of the Interest Period).   8.3 Default interest   a) If an Obligor fails to pay any amount payable by it under the Finance Documents (other  than Hedging Agreements) on its due date, interest shall accrue on the overdue amount  from the due date and up to the date of actual payment (both before and after judgment)  at a rate determined by the Agent to be two percentage points (2.00%) per annum higher  than the rate which would have been payable if the overdue amount had, during the period  of non-payment, constituted a Loan in the currency of the overdue amount for successive  Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest  accruing under this Clause 8.3 shall be immediately payable by the relevant Obligor on  demand by the Agent.   b) Default interest (if unpaid) arising on an overdue amount will be compounded with the  overdue amount at the end of each Interest Period applicable to that overdue amount but  will remain immediately due and payable.   c) If an Event of Default has occurred and is continuing, and notice thereof has been sent  from the Agent to the Borrower, all outstanding amounts under the Facilities shall be  deemed overdue and default interest will be calculated and is payable forthwith upon  demand from the Agent.  9 INTEREST PERIODS  9.1 Selection of Interest Periods  a) The Borrower may select an Interest Period for a Loan in a Drawdown Notice or (if the Loan  has already been borrowed) in a Selection Notice.  b) Each Selection Notice is irrevocable and must be received by the Agent not later than  11:00 hours three (3) Business Days before the Quotation Day for that Interest Period.  





 






  10127241/1  32  c) If the Borrower fails to deliver a Selection Notice to the Agent in accordance with  paragraph b) above, the relevant Interest Period will be three (3) months.  d) The Borrower may select an Interest Period of a Loan under the Revolving Facility of one  (1), three (3) or six (6) months or such other period agreed between the Borrower and the  Agent (on behalf of the Lenders), however maximum three (3) one (1) month periods per  year (excluding any Rollover Loan).   e) The Borrower may select an Interest Period of the Loan under the Term Loan Facility of  three (3) months or such other period agreed between the Borrower and the Agent (on  behalf of the Lenders).  f) Each Interest Period for a Loan shall start on the Drawdown Date or (if already made) on  the last day of its preceding Interest Period.  g) An Interest Period shall not extend beyond the Final Maturity Date, but shall be shortened  so that it ends on the Final Maturity Date.  9.2 Non-Business Day   If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period  will instead end on the next Business Day in that calendar month (if there is one) or the preceding  Business Day (if there is not).   10 CHANGES TO THE CALCULATION OF INTEREST   10.1 Unavailability of Screen Rate  a) Interpolated Screen Rate: If no Screen Rate is available for the applicable LIBOR for the  Interest Period of a Loan, the applicable LIBOR shall be the Interpolated Screen Rate for a  period equal in length to the Interest Period of that Loan.  b) Reference Bank Rate: If no Screen Rate is available for the applicable LIBOR for:  (i) the currency of a Loan; or  (ii) the Interest Period of a Loan and it is not possible to calculate the Interpolated  Screen Rate,  the applicable LIBOR shall be the Reference Bank Rate for the currency of that Loan and  for a period equal in length to the Interest Period of that Loan.  c) Cost of funds: If paragraph b) above applies but no Reference Bank Rate is available for  the relevant currency or Interest Period, there shall be no applicable LIBOR for that Loan  and Clause 10.5 (Cost of funds) shall apply to that Loan for that Interest Period.  10.2 Calculation of Reference Bank Rate  a) Subject to paragraph b) below, if the applicable LIBOR is to be determined on the basis of  a Reference Bank Rate but a Reference Bank does not supply a quotation, the Reference  Bank Rate shall be calculated on the basis of the quotations of the remaining Reference  Banks.  b) If at or about noon on the Quotation Day none or only one of the Reference Banks supplies  a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.  





 






  10127241/1  33    10.3 Market disruption  a) If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the  rate of interest on each Lender's share of that Loan for the Interest Period shall be the rate  per annum which is the sum of:   (i) the Margin; and  (ii) 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 the Loan from whatever source it may reasonably  select.  b) In this Agreement, "Market Disruption Event" means:  (i) at or about 12:00 hours on the Quotation Day for the relevant Interest Period,  LIBOR is not available; or  (ii) before close of business in the London interbank market on the Quotation Day for  the relevant Interest Period, the Agent receives notifications from a Lender or  Lenders (whose participations in Loan exceed fifty per cent (50.00%) of the Loan)  that the cost to it or them of obtaining matching deposits in the London interbank  market would be in excess of LIBOR.  10.4 Alternative basis of interest or funding  a) If a Market Disruption Event occurs and the Agent or the Borrower so requires, the Agent  and the Borrower 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.   b) Any alternative basis agreed pursuant to this Clause 10.4 shall, with the prior consent of all  the Lenders and the Borrower, be binding on all Parties.  10.5 Cost of funds  a) If this Clause 10.5 applies, the rate of interest on each Lender's share of the relevant Loan  for the relevant Interest Period shall be the percentage rate per annum which is the sum  of:  (i) the applicable Margin; and  (ii) the weighted average of the rates notified to the Agent by each Lender as soon as  practicable and in any event within three (3) Business Days of the first day of that  Interest Period (or, if earlier, on the date falling three (3) Business Days before the  date on which interest is due to be paid in respect of that Interest Period), to be  that which expresses as a percentage rate per annum the cost to the relevant  Lender of funding its participation in that Loan from whatever source it may  reasonably select.  b) If this Clause 10.5 applies and the Agent or the Borrower so requires, the Agent and the  Borrower 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.  





 






  10127241/1  34  c) Any alternative basis agreed pursuant to paragraph b) above shall, with the prior consent  of all the Lenders and the Borrower, be binding on all Parties.  d) If this Clause 10.5 applies pursuant to Clause 10.3 (Market disruption) and:   (i) a Lender's Funding Rate is less than the applicable LIBOR; or  (ii) a Lender does not supply a quotation by the time specified in paragraph a)(ii)  above,  the cost to that Lender of funding its participation in that Loan for that Interest Period shall  be deemed, for the purposes of paragraph a) above, to be the applicable LIBOR.  e) If this Clause 10.5 applies pursuant to Clause 10.1 (Unavailability of Screen Rate) but any  Lender does not supply a quotation by the time specified in paragraph a)(ii) above, the  rate of interest shall be calculated on the basis of the quotations of the remaining Lenders.  10.6 Notification to Borrower  If Clause 10.5 (Cost of funds) applies, the Agent shall, as soon as is practicable, notify the Borrower.  10.7 Break Costs   a) The Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to  that Finance Party its Break Cost attributable to all or any part of a Loan or Unpaid Sum  being paid by the Borrower on a day other than the last day of an Interest Period for the  Loan or Unpaid Sum.  b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide  a certificate confirming the amount of its Break Cost for any Interest Period in which they  accrue.   11 FEES  11.1 Commitment fee  a)  The Borrower shall pay to the Agent (for the account of each Lender) a fee in USD  computed at a rate per annum equal to forty per cent. (40%) of the Margin, calculated on  each Lender's Available Commitment under the Facilities, from the date of this Agreement  to the earlier of:  (i) the expiry of all Availability Periods; or  (ii) the date on which both Facilities have been cancelled in whole.  b)  The accrued commitment fee is payable quarterly in arrears on the last day of each fiscal  quarter and on the last day of all Availability Periods or such other date upon which the  Facilities are cancelled in whole or, in respect of any part cancellation, on the cancelled  amount on the date the cancellation is effective.  11.2 Arrangement Fee  The Borrower shall pay to Agent (for further distribution to the Arrangers) an arrangement fee in the  amount and at the times agreed in a Fee Letter.   





 






  10127241/1  35  11.3 Agency fee  The Borrower shall pay to Agent (for its own account) an agency fee in the amount and at the times  agreed in a Fee Letter.    SECTION 6  ADDITIONAL PAYMENT OBLIGATIONS    12 TAX GROSS-UP AND INDEMNITIES  12.1 Definitions  a) In this Agreement:  "Protected Party" means a Finance Party which is or will be subject to any liability, or  required to make any payment, for or on account of Tax in relation to a sum received or  receivable (or any sum deemed for the purposes of Tax to be received or receivable) under  a Finance Document.  "Qualifying Lender" means a Lender which is beneficially entitled to interest payable to it  in respect of a Loan under this Agreement and, in relation to the Borrower is:  (i) a Lender which is resident for tax purposes in the Borrower's Tax Jurisdiction and  to whom interest may be paid by that Borrower without a Tax Deduction under  the domestic laws of that Borrower's Tax Jurisdiction; or   (ii) a Treaty Lender.  "Tax Confirmation" means a confirmation by a Lender that it is beneficially entitled to  interest payable to it in respect of an advance under a Finance Document specifying:  (i) its Tax Jurisdiction;  (ii) whether the Lender believes it is a Treaty Lender in relation to the Borrower; and  (iii) such other relevant details as may be reasonably requested by the Borrower or  the Agent  "Tax Credit" means a credit against, relief or remission for, or repayment of any Tax.  "Tax Deduction" means a deduction or withholding for or on account of Tax from a  payment under a Finance Document, other than a FATCA Deduction.  "Tax Jurisdiction" means, in relation to the Borrower, the jurisdiction in which it is  resident for tax purposes from time to time.  "Tax Payment" means either the increase in a payment made by an Obligor to a Finance  Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).  "Treaty Lender" means, in relation to the Borrower, a Lender which is treated as resident  in a jurisdiction that has a double taxation agreement (a "Treaty") with the Borrower's Tax  Jurisdiction which gives such resident full exemption from tax imposed by the Borrower's  Tax Jurisdiction on interest.  





 






  10127241/1  36  b) Unless a contrary indication appears, in this Clause 12 a reference to "determines" or  "determined" means a determination made in the absolute discretion of the person  making the determination.  12.2 Tax gross-up  a) Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a  Tax Deduction is required by law.  b) The Borrower shall promptly upon becoming aware that an Obligor must make a Tax  Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify  the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in  respect of a payment payable to that Lender. If the Agent receives such notification from a  Lender it shall notify the Borrower and that Obligor.   c) If a Tax Deduction is required by law to be made by an Obligor, the amount of the  payment due from that Obligor shall be increased to an amount which (after making any  Tax Deduction) leaves an amount equal to the payment which would have been due if no  Tax Deduction had been required.  d) A payment shall not be increased under paragraph c) above by reason of a Tax Deduction  if on the date on which the payment falls due:  (i) the payment could have been made to the relevant Lender without a Tax  Deduction if the Lender had been a Qualifying Lender in respect of that Obligor,  but on that date that Lender is not or has ceased to be a Qualifying Lender in  respect of that Obligor other than as a result of any change after the date it  became a Lender under this Agreement in (or in the interpretation,  administration, or application of) any law or Treaty or any published practice or  published concession of any relevant authority; or  (ii) the relevant Lender is a Treaty Lender and the Obligor making the payment is  able to demonstrate that the payment could have been made to the Lender  without the Tax Deduction had that Lender complied with its obligations under  paragraph g) below.  e) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax  Deduction and any payment required in connection with that Tax Deduction within the time  allowed and in the minimum amount required by law.   f) Within 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 evidence reasonably satisfactory to that Finance Party that  the Tax Deduction has been made or (as applicable) any appropriate payment paid to the  relevant taxing authority.  g) A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is  entitled shall co-operate in completing any procedural formalities necessary for that Obligor  to obtain authorisation to make that payment without a Tax Deduction.  h) A Lender shall promptly provide a Tax Confirmation to the Agent when it becomes a party  to this Agreement and the Agent shall promptly send the Tax Confirmation it receives to  the Borrower. The Agent may request a Lender to provide a Tax Confirmation in a specific  





 






  10127241/1  37  format. A Lender shall promptly notify the Borrower and the Agent if there is any change in  the position from that set out in the Tax Confirmation.  12.3 Tax indemnity  a) The Borrower shall (within three (3) Business Days of demand by the Agent) pay to a  Protected Party an amount equal to the loss, liability or cost which that Protected Party  determines will be or has been (directly or indirectly) suffered for or on account of Tax by  that Protected Party in respect of a Finance Document.  b) Paragraph a) above shall not apply:   (i) with respect to any Tax assessed on a Finance Party:  (A) under the law of the jurisdiction in which that Finance Party is  incorporated or, if different, the jurisdiction (or jurisdictions) in which  that Finance Party is treated as resident for tax purposes; or   (B) under the law of the jurisdiction in which that Finance Party's Facility  Office is located in respect of amounts received or receivable in that  jurisdiction,   if that Tax is imposed on or calculated by reference to the net income received or  receivable (but not any sum deemed to be received or receivable) by that Finance  Party; or  (ii) to the extent a loss, liability or cost:   (A) is compensated for by an increased payment under Clause 12.2 (Tax  gross-up); or  (B) would have been compensated for by an increased payment under  Clause 12.2 (Tax gross-up) but was not so compensated solely because  one of the exclusions in paragraph d) of Clause 12.2 (Tax gross-up)  applied; or  (C) relates to a FATCA Deduction required to be made by a Party.  c) A Protected Party making, or intending to make, a claim under paragraph a) above shall  promptly notify the Agent of the event which will give, or has given, rise to the claim,  following which the Agent shall notify the Borrower.  d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 12.3,  notify the Agent.  12.4 Tax Credit  If an Obligor makes a Tax Payment and the relevant Finance Party determines that:  a) a Tax Credit is attributable to an increased payment of which that Tax Payment forms part,  to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was  required; and  b) that Finance Party has obtained and utilised that Tax Credit,  





 






  10127241/1  38  the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave  it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment  not been required to be made by the Obligor.  12.5 Stamp taxes  a) The Borrower shall pay and, within three (3) Business Days of demand, indemnify each  Finance Party against any cost, loss or liability that Finance Party incurs in relation to all  stamp duty, registration and other similar Taxes payable in respect of any Finance  Document.  b) The relevant Finance Party shall, if it intends to make a claim pursuant to paragraph a)  above, promptly notify the Borrower of the event giving rise to the claim and shall as soon  as practicable, provide a certificate confirming the amount of the claim.  12.6 VAT  All amounts set out, or expressed to be payable under a Finance Document by any Party to a  Finance Document shall be deemed to be exclusive of any VAT. If VAT is chargeable, the Borrower  shall pay to the Agent for the account of such Finance Party (in addition to the amount required  pursuant to the Finance Documents) an amount equal to such VAT.  12.7 FATCA Information  a) Subject to paragraph c) below, each Party shall, within ten (10) Business Days of a  reasonable request by another Party:  (i) confirm to that other Party whether it is:  (A) a FATCA Exempt Party; or  (B) not a FATCA Exempt Party;  (ii) supply to that other Party such forms, documentation and other information  relating to its status under FATCA as that other Party reasonably requests for the  purposes of that other Party's compliance with FATCA; and  (iii) supply to that other Party such forms, documentation and other information  relating to its status as that other Party reasonably requests for the purposes of  that other Party's compliance with any other law, regulation, or exchange of  information regime.  b) If a Party confirms to another Party pursuant to paragraph a)(i) above that it is a FATCA  Exempt Party and it subsequently becomes aware that it is not or has ceased to be a  FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.  c) Paragraph a) above shall not oblige any Finance Party to do anything, and paragraph a)(iii)  above shall not oblige any other Party to do anything, which would or might in its  reasonable opinion constitute a breach of:  (i) any law or regulation;  (ii) any fiduciary duty; or  (iii) any duty of confidentiality.  





 






  10127241/1  39  d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms,  documentation or other information requested in accordance with paragraph a)(i) or (ii)  above (including, for the avoidance of doubt, where paragraph c) above applies), then such  Party shall be treated for the purposes of the Finance Documents (and payments under  them) as if it is not a FATCA Exempt Party until such time as the Party in question provides  the requested confirmation, forms, documentation or other information.  12.8 FATCA Deduction  a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any  payment required in connection with that FATCA Deduction, and no Party shall be required  to increase any payment in respect of which it makes such a FATCA Deduction or otherwise  compensate the recipient of the payment for that FATCA Deduction.  b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or  that there is any change in the rate or the basis of such FATCA Deduction), notify the Party  to whom it is making the payment and, in addition, shall notify the Borrower and the Agent  and the Agent shall notify the other Finance Parties.  13 INCREASED COSTS  13.1 Increased Costs  a) Subject to Clause 13.3 (Exceptions) the Borrower shall, within three (3) Business Days of a  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 made after the date of this Agreement;  (ii) compliance with any law or regulation made after the date of this Agreement;   (iii) the implementation or application of, or compliance with, Basel III, CRD IV or  CRR; or  (iv) the implementation or application of, or compliance with, IFRS 9 or any other  changes in relevant reporting standards,    b) In this Agreement:  "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;  (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 the Basel Committee on Banking  Supervision in November 2011, as amended, supplemented or restated; and  





 






  10127241/1  40  (iii) any further guidance or standards published by the Basel Committee on Banking  Supervision relating to "Basel III".  "CRD IV" means Directive 2013/36/EU of the European Parliament and of the Council of  26 June 2013 on access to the activity of credit institutions and the prudential supervision  of credit institutions and investment firms amending Directive 2002/87/EC and repealing  Directive 2006/48/EC and 2006/49/EC.  "CRR" means Regulation (EU) No 575/2013 of the European Parliament and of the Council  of 26 June 2013 on prudential requirements for credit institutions and investment firms and  amending Regulation (EU) No 648/2012.  "IFRS 9" means the International Financial Reporting Standard (IFRS) by the International  Accounting Standards Board (IASB) designated as "IFRS 9" and replacing IAS 39.  "Increased Costs" means:  (i) a reduction in the rate of return from the Facilities or on a Finance Party's (or its  Affiliate's) overall capital;  (ii) an additional or increased cost; or  (iii) a reduction of any amount due and payable under any Finance Document,  which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it  is attributable to that Finance Party having entered into its Commitment or funding or  performing its obligations under any Finance Document.  13.2 Increased cost claims  a) A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall  notify the Agent of the event giving rise to the claim, following which the Agent shall  promptly notify the Borrower.  b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a  certificate confirming the amount of its Increased Costs, and the Agent shall promptly  forward such certificate to the Borrower.  13.3 Exceptions  a) Clause 13.1 (Increased Costs) does not apply to the extent any Increased Cost is:  (i) attributable to a Tax Deduction required by law to be made by an Obligor;   (ii) compensated for by Clause 12.2 (Tax Indemnity) (or would have been  compensated for under Clause 12.2 (Tax Indemnity) but was not so compensated  solely because any of the exclusions in paragraph b) of Clause 12.2 (Tax  Indemnity) applied);   (iii) attributable to a FATCA Deduction required to be made by a Party;   (iv) 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  





 






  10127241/1  41  June 2004 in the form existing on the date of this Agreement ("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);  (v) attributable to the wilful breach by the relevant Finance Party or its Affiliates of  any law or regulation.  b) In this Clause 13.3, a reference to "Tax Deduction" has the same meaning given to that  term in Clause 12.1 (Definitions).  14 OTHER INDEMNITIES   14.1 Currency indemnity   a) If any sum due from an Obligor under the Finance Documents (a "Sum"), or any order,  judgement or award given or made in relation to a Sum, has to be converted from the  currency (the "First Currency") in which that Sum is payable into another currency (the  "Second Currency") for the purpose of:  (i) making or filing a claim or proof against that Obligor;  (ii) obtaining or enforcing an order, judgement or award in relation to any litigation  or arbitration proceedings,  that Obligor shall as an independent obligation, within three (3) 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 (A) the  rate of exchange used to convert that Sum from the First Currency into the Second  Currency and (B) the rate or rates of exchange available to that person at the time of its  receipt of that Sum.  b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the  Finance Documents in a currency or currency unit other than that in which it is expressed  to be payable.   14.2 Sanctions indemnity  Each Obligor shall, on demand, indemnify each Finance Party against any cost, loss or liability  incurred by it as a result of any claim, action, civil penalty or fine against, any settlement, and any  other kind of loss or liability, and all reasonable costs and expenses (including reasonable counsel  fees and disbursements) incurred by the Agent or any Lender as a result of conduct of any Obligor  or any of their directors, officers, employees, that violates any Sanctions Laws.  14.3 Other indemnities  The Borrower shall (or shall procure that an Obligor will) within three (3) Business Days of demand,  indemnify each Finance Party against any costs, 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 the Finance Documents on its due  date, including without limitation, any cost, loss or liability arising as a result of Clause 26  (Sharing among the Finance Parties);  





 






  10127241/1  42  c) the funding, or making arrangements to fund, its participation in a Loan requested by the  Borrower in a Drawdown Notice 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 Lender alone); or  d) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment  given by the Borrower.  14.4 Indemnity to the Agent  The Borrower 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 possible Default;   b) acting or verifying any notice, request or instruction which it reasonably believes to be  genuine, correct or appropriately authorised;   c) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or  experts as permitted under this Agreement; or  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) in acting as Agent under the Finance Documents.   14.5 Indemnity to the Security Agent   a) The Borrower shall promptly indemnify the Security Agent against any cost, loss or liability  incurred by it as a result of:  (i) the taking, holding, protection or enforcement of the Security Documents or any  other Finance Documents,  (ii) acting or relying on any notice, request or instruction which it reasonably believes to  be genuine, correct and appropriately authorised;  (iii) the exercise of any of the rights, powers, discretions and remedies vested in the  Security Agent by the Finance Documents or by law;   (iv) any default by an Obligor in the performance of any of the obligations expressed to  be assumed by it in the Finance Documents; or  (v) acting as Security Agent under the Finance Documents or which otherwise relates to  any of the assets subject to the Security Documents (otherwise, in each case, than  by reason of the Security Agent's gross negligence or wilful misconduct).  b) The Security Agent may, in priority to any payment to the Finance Parties, indemnify itself  out of the assets subject to the Security Documents, and pay and retain, all sums  necessary to give effect to the indemnity in this Clause 14.5 and shall have a lien on the  Security Documents and the proceeds of the enforcement of the Security Documents for all  monies payable to it.  





 






  10127241/1  43  15 MITIGATION BY THE LENDERS  15.1 Mitigation  a) Each Finance Party shall, in consultation with the Borrower, take all reasonable steps (for a  period of fifteen (15) Business Days) 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:  (i) Clause 7.3 (Mandatory prepayment – Illegality);  (ii) Clause 12 (Tax gross-up and indemnities); and   (iii) Clause 13 (Increased Costs),   including (but not limited to) transferring its rights and obligations under the Finance  Documents to another Affiliate.  b) Paragraph a) does not in any way limit the obligations of any Obligor under the Finance  Documents.  15.2 Limitation of liability  a) The Borrower shall promptly indemnify each Finance Party for all costs and expenses  reasonably and properly incurred by that Finance Party as a result of steps taken by it  under Clause 15.1 (Mitigation).  b) A Finance Party is not obliged to take any steps under this Clause 15.1 if, in the opinion of  that Finance Party (acting reasonably), to do so might be prejudicial to it.  16 COSTS AND EXPENSES  16.1 Transaction expenses  The Borrower shall promptly on demand pay to the Agent (for distribution to the relevant Finance  Party) the amount of all costs and expenses (including legal fees) reasonably and properly incurred  by any of them in connection with the negotiation, preparation, printing, perfection, execution,  registration 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.   16.2 Amendment and enforcement costs, etc  The Borrower shall, within three (3) Business Days of demand, reimburse the Agent or another  Finance Party for the amount of all costs and expenses (including internal and external legal fees)  incurred by it in connection with the preservation, protection, enforcement or maintenance of, or  attempt to preserve or enforce, any of the rights of the Finance Parties under the Finance  Documents, and all costs and expenses (including internal and external legal fees) reasonably and  properly incurred by it in connection with:  a) the granting of any release, waiver or consent under the Finance Documents; and  b) any amendment or variation of any of the Finance Documents.  SECTION 7  





 






  10127241/1  44  GUARANTEE AND SECURITY  17 GUARANTEE AND INDEMNITY  17.1 Guarantee and indemnity  Each Guarantor hereby irrevocably and unconditionally guarantees, as primary obligors as and for its  own debt and not merely as surety (No. selvskylderkausjon) to each Finance Party, on a joint and  several basis with the other Guarantor:  a) the due and punctual payment by the Borrower of any and all sums which are now or at  any time hereafter will be payable by the Borrower under or in respect of the Finance  Documents in accordance with the terms and provisions thereof (including, without  limitation, principal, interest, default interest, legal fees and other fees, Break Costs,  transaction and enforcement costs and any other costs, expenses, Taxes and Tax  indemnities, currency indemnities and any other indemnities, claims for damages and any  other costs and expenses in respect of any Event of Default or any other breach by the  Borrower under the Finance Documents);  b) the due and punctual performance by the Borrower of all of the Borrower's obligations  under or in respect of the Finance Documents; and  c) to indemnify each Finance Party immediately upon the Agent's first written demand against  any loss, liability, costs and expenses suffered, incurred or paid by that Finance Party if  any obligation of the Borrower is or becomes unenforceable, invalid or illegal, and also if  the governing law is amended other than if amended pursuant to the terms of the Finance  Documents.   d) (such amounts together referred to as the "Outstanding Indebtedness").   17.2 Payment upon first demand  If the Borrower shall fail to pay any sum under the Finance Documents as and when such sum shall  become due and payable, each Guarantor shall immediately upon the Agent's first written demand  pay to the Agent for the account of the relevant Finance Party an amount equal to such sum which  the Borrower shall not have paid, such payment to be made in immediately available funds to the  account of the Agent, as the Agent may designate, without set-off or counter-claim and free and  clear of and without deduction for or on account of any present or future Taxes.  17.3 No limitation on number of demands  Demands under this Clause 17 may be made by the Agent (on behalf of the Finance Parties) from  time to time and there shall be no limitation in the number of demands which can be made  hereunder.  17.4 Maximum guarantee liability  The total liability of each Guarantor under this Clause 17 shall, in the aggregate, always be limited  to USD 150,000,000, plus any unpaid amount of interest, fees, liability, costs and expenses under  the Finance Documents.  17.5 Continuing guarantee  This Guarantee shall be a continuing guarantee which shall be effective as of the date hereof and  shall remain in full force and effect until payment in full has been received by the Agent (on behalf  of the Finance Parties) of the Outstanding Indebtedness.  





 






  10127241/1  45  17.6 No discharge  The obligations of each Guarantor under this Clause 17 shall not be discharged, impaired or  otherwise affected by reason of any of the following events or circumstances regardless of whether  any such events or circumstances occur with or without such Guarantor's knowledge and consent:  a) any total or partial invalidity, irregularity, illegality, unenforceability, imperfection or  avoidance of or any defect in any security granted by, or the obligation of the Borrower,  the Finance Parties or any other person under the Finance Documents or any other  document or security;  b) any time, waiver, consent or other indulgence granted to the Borrower or any other person  or any composition or arrangement made by any Finance Party or any other person with  the Borrower or any other person;  c) any increase or reduction of the amount of a Loan, or variation of the terms and conditions  for its repayment (including without limitation, the rate and/or method of calculation of  interest payable on any Loan);  d) any amendment, modification, replacement, supplement, variation, compromise, extension  or renewal of any Finance Document or any right against any security over any assets of  the Borrower or any other person;  e) any refusal or neglect to take up or perfect or enforce or any release, indulgence or other  relief granted under any Finance Document or any rights against or any security over any  assets of the Borrower or any other person or any failure to realize the full value of any  security;  f) any transfer, assignment, assumption or novation of rights and obligations under the  Finance Documents by the Borrower, a Lender or any other person;  g) any incapacity or lack of power, authority or legal personality of or dissolution or change in  the members or status of the Borrower, a Lender or any other person;  h) any corporate reorganisation, reconstruction, amalgamation, dissolution, merger,  acquisition or any other alteration in the corporate existence or structure of any of the  Finance Parties, the Borrower or any other person; or  i) any insolvency or similar proceedings concerning the Borrower, a Lender or any other  person.  17.7 Waiver  Each Guarantor specifically waives all rights under the provisions of the FA Act not being mandatory  provisions, including the following provisions (the main contents of the relevant provisions being as  indicated in the brackets):  a) § 62 (1) (a) (to be notified of any security the giving of which was a precondition for the  advance of a Loan, but which has not been validly granted or has lapsed);  b) § 63 (1) - (2) (to be notified of any Event of Default under the Agreement and to be kept  informed thereof);  





 






  10127241/1  46  c) § 63 (3) (to be notified of any extension granted to the Borrower in payment of principal  and/or interest);  d) § 63 (4) (to be notified of any of the Borrower's bankruptcy proceedings or debt  reorganisation proceedings and/or any application for the latter);  e) § 65 (3) (that the consent of the Guarantor is required for the Guarantor to be bound by  amendments to the Finance Documents that may be detrimental to its interest);  f) § 66 (1) - (2) (that the Guarantor shall be released from liabilities hereunder if security  which was given, or the giving of which was a precondition for the advance of a Loan, is  released by any of the Finance Parties without the consent of the Guarantor);  g) § 66 (3) (that the Guarantor shall be released from its liabilities hereunder if, without its  consent, security the giving of which was a precondition for the advance of a Loan, was not  validly granted);  h) § 67 (2) (about reduction of the Guarantor's liabilities hereunder);  i) § 67 (4) (that the Guarantor's liabilities hereunder shall lapse after ten (10) years, as the  Guarantor shall remain liable hereunder as long as any amount is outstanding under the  Finance Documents);  j) § 70 (as the Guarantor shall have no right of subrogation into the rights of the Finance  Parties under the Finance Documents until and unless the Finance Parties shall have  received all amounts due or to become due to them under the Finance Documents);  k) § 71 (as the Finance Parties shall have no liability first to make demand upon or seek to  enforce remedies against the Borrower or any other security provided in respect of the  Borrower's liabilities under the Finance Documents before seeking to enforce the security  created hereunder);  l) § 72 (as all interest and default interest due under the Finance Documents shall be  secured hereunder);  m) § 73 (1) - (2) (as all costs and expenses related to a default under the Finance  Documents shall be secured hereunder); and  n) § 74 (1) - (2) (as the Guarantor shall make no claim against the Borrower for payment  until and unless the Finance Parties first shall have received all amounts due or to become  due to them under the Finance Documents).  17.8 Reinstatement   If any payment by the Borrower, any other guarantor or any other provider of security under the  Finance Documents must be repaid, or any discharge given by a Lender (whether in respect of the  obligations of the Borrower, another guarantor or any security for those obligations or otherwise) is  avoided or reduced, as a result of insolvency or any similar event:   a) the liability of the Guarantors shall continue as if such payment, discharge, avoidance or  reduction had not occurred; and  





 






  10127241/1  47  b) the Finance Parties shall be entitled to recover the value or amount of that security or  payment from the Guarantors, as if such payment, discharge, avoidance or reduction had  not occurred.  17.9 Undertaking  Each Guarantor undertakes to the Agent that as long as this Guarantee is effective:  a) following receipt of a notice from the Agent of the occurrence of any Event of Default, the  Guarantor will not make a demand for any claim of moneys due to the Guarantor from the  Borrower or any other guarantor, or exercise any other right or remedy to which the  Borrower or any other guarantor are entitled to in respect of such moneys unless and until  all moneys due and payable by the Borrower have been irrevocably paid in full;  b) if the Borrower or any other guarantor becomes the subject of an insolvency proceeding or  shall be wound up or liquidated, the Guarantor shall not (unless so instructed by the Agent  and then only on condition that the Guarantor holds the benefit of any claim in such  insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any  claim in such insolvency, winding-up or liquidation until all the Outstanding Indebtedness  owing or due has been irrevocably paid in full;  c) if the Guarantor being in breach of paragraphs a) and b) above receives or recovers any  money pursuant to such exercise, claim or proof as therein referred to, such moneys shall  be held by the Guarantor for the Agent to apply the same as if they were money received  or recovered by the Agent under this Guarantee; and  d) it will not take or has not taken from the Borrower any security whatsoever for the  obligations guaranteed hereunder.   17.10 Immediate recourse   The Agent shall not be required to take any action against the Borrower, either Guarantor or any  other person before claiming from either or both of the Guarantors (in its sole discretion) under this  Clause 17.  17.11 No right of recourse and no security  The Guarantors shall have no right of recourse against the Borrower, any other guarantor or any of  their respective bankruptcy estate for any amount paid by the Guarantors under this Guarantee for  so long as any part of the Outstanding Indebtedness remains outstanding, and the Guarantors shall  not be entitled to obtain from the Borrower any security for any such right of recourse which the  Guarantors may have after such time. Any such security which the Guarantors might obtain shall be  regarded as supplementary security in favour of the Finance Parties. The Guarantors hereby  renounce any and all such claims it has or may get against the Borrower or any other guarantor for  as long as any part of the Outstanding Indebtedness remains outstanding.  17.12 No subrogation in Finance Parties' security   The Guarantors shall have no right to subrogate, wholly or partly, in any security provided to the  Finance Parties pursuant to the Finance Documents or in any other way until all of the Outstanding  Indebtedness has been fully and finally paid.  17.13 Action  Without affecting the obligations of either Guarantor hereunder, the Agent, the other Finance Parties  may take such action as the Agent, the other Finance Parties, as the case may be, in their own  





 






  10127241/1  48  discretion may consider appropriate against the Borrower, the Guarantors or any other persons or  parties or securities to recover monies due and payable in respect of the obligations under the  Finance Documents.  17.14 Knowledge of the additional security  Each Guarantor acknowledges and agrees that:  a) it has received a copy of and has full knowledge of the security which is to be granted in  respect of the amounts outstanding under the Finance Documents;   b) 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 as security for the Borrower's  obligations under the Finance Documents.  17.15 Assignment  The Agent and the Finance Parties may assign or transfer the rights under this Guarantee to any  person to whom the rights and obligations of such Finance Party under the Agreement are wholly or  partly assigned or transferred to in accordance with Clause 25 (Changes to the Parties) of the  Agreement.  17.16 Expenses  The Guarantors shall pay to the Agent on demand on a full indemnity basis all charges, costs and  expenses (including the legal fees) reasonably and properly incurred by the Finance Parties in  connection with the preservation and enforcement of any of the rights of the Finance Parties under  this Guarantee.  17.17 No implied waivers  No delay or failure by the Agent or any other Finance Party to exercise any right or remedy under  this Guarantee shall operate or be construed as a waiver of such rights or remedies unless otherwise  expressly stated in writing by the Agent or such Finance Party. No partial exercise of any right or  remedy shall prevent any further or other exercise of such right or remedy or any other right or  remedy. No express waiver of any rights or remedies in respect of an Event of Default or any other  event by the Agent, any other Finance Party shall operate or be construed as a waiver of any rights  or remedies in respect of any similar or other Event of Default or events.  18 SECURITY  18.1 Security Documents  The Borrower's obligations and liabilities under the Finance Documents, including (without limitation)  the Borrower's obligation to repay the Loans together with all unpaid interest, default interest,  commissions, charges, expenses and any other derived liability whatsoever of the Borrower towards  the Lenders, the Agent or any other Finance Party in connection with this Agreement or another  Finance Document, shall at any time until all amounts due to the Finance Parties under the Finance  Documents have been paid and/or repaid in full, be cross collaterally secured by:  (i) the Account Pledge;  (ii) the Assignment of Earnings and Charterparties;  (iii) the Assignment of Hedging Claims;  





 






  10127241/1  49  (iv) the Assignment of Insurances;  (v) the Assignment of Intercompany Loans;  (vi) the Guarantees;   (vii) the Mortgage; and  (viii) the Share Pledge.  18.2 Security for Hedging Agreements  For the avoidance of doubt, the Security Interest created by the Security Documents shall also  secure the Borrower's obligations under the Hedging Agreements on a pro rata basis, but subject to  a subordinated distribution of proceeds in accordance with Clause 29.5 (Partial payments).  The Borrower shall ensure that the Mortgage be amended to cover any and all Hedging Agreements  entered into subsequent to the date of the Mortgage, on terms acceptable to the Security Agent and  without undue delay from entry into of any such Hedging Agreement, in order to secure that any  liability of the Borrower under any and all Hedging Agreements are secured under the Mortgage.  18.3 Perfection and further assistance  Each Obligor undertakes to ensure that the above Security Documents be duly executed by the  parties thereto in favour of the Security Agent (on behalf of the Finance Parties) on or about the  date of this Agreement (or if not possible, as soon as practically possible), and legally valid and in  full force and effect throughout the Security Period. Each Obligor further undertake to take all such  action as is available to it (including making all filings and registrations) as may be necessary for the  purpose of the creation, perfection, protection, maintenance or realisation of any Security Interest  conferred or intended to be conferred on the Security Agent or the Finance Parties by or pursuant to  the Finance Documents.  18.4 Share Pledge - waiver of recourse  If the Security Agent enforces the Share Pledge, each Guarantor hereby irrevocably (i) waives any  and all of its claims against the Borrower and releases the Borrower from any and all liabilities to  each Guarantor, including but not limited to any liabilities of the Borrower under any  intra-group or  shareholder loans and any liability to each Guarantor and the Borrower under any recourse claims  (the "Borrower Liabilities"), and (ii) authorises the Security Agent and grants power of attorney to  the Security Agent to (without any consent, sanction, authority or further confirmation from any  other party), to release any and all of the Borrower Liabilities, in order to allow for a sale of the  shares in the Borrower to be completed without any claims of any Guarantor continuing to exist  against the Borrower following such sale to the extent permitted by applicable mandatory laws.  





 






  10127241/1  50  SECTION 8  REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT    19 REPRESENTATIONS AND WARRANTIES  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 and ownership  a) It is a company with limited liability or corporation, as applicable, duly incorporated and  validly existing under the law of its jurisdiction of incorporation;   b) It has the power to own its assets and carry on its business as it is being conducted;  c) The Intermediate Parent owns directly one hundred per cent. (100.00%) of the shares and  voting rights in the Borrower; and  d) The Ultimate Parent owns directly one hundred per cent. (100.00%) of the shares and  voting rights in the Intermediate Parent.  19.2 Insolvency  No corporate action, legal proceeding or other procedure or step described in Clause 24.7  (Insolvency proceedings) or creditors' process described in Clause 24.8 (Creditors' process), has  been taken or threatened in relation to an Obligor, and none of the circumstances described in  Clause 24.6 (Insolvency) applies to an Obligor.  19.3 Binding obligations   a) The Finance Documents and Transaction Documents to which it is a party constitute legal,  valid, binding and enforceable obligations.  b) Save as provided herein or therein and/or as have been or shall be completed prior to the  Drawdown Date, no registration, filing, payment of tax or fees or other formalities are  necessary or desired to render the Finance Documents enforceable against it, and in  respect of the Vessel, for the Mortgage to constitute a valid and enforceable first priority  mortgage over the Vessel.  19.4 No conflict with other obligations  The entry into and performance by it of, and the transactions contemplated by, the Finance  Documents and/or the Transaction Documents do not and will not conflict with:  a) any law or regulation applicable to it any present law or regulation applicable to it  (including Directive 1905/60/EC of the European Parliament and of the Council of the  European Communities Union of 26 October 2005, implemented to combat money  laundering);  b) any of its constitutional documents; or  c) any agreement or document to which it is a party or by which it or any of its assets are  bound.  





 






  10127241/1  51  19.5 Power and authority  It has the power to enter into, perform and deliver, and has taken all necessary actions to authorise  its entry into, performance and delivery of, the Finance Documents and Transaction Documents to  which it is a party and the transactions contemplated by those Finance Documents and Transaction  Documents.   19.6 Governing law and enforcement  a) The choices of governing law of the relevant Finance Documents will be recognised and  enforced in its jurisdiction of incorporation.  b) Any judgment obtained in relation to a Finance Document in the jurisdiction of the  governing law will be recognised and enforced in its Relevant Jurisdiction.  19.7 Authorisations and consents  All Authorisations required by it (i) in connection with the entering into, performance, validity and  enforceability of the Finance Documents and the transactions contemplated hereby and thereby, and  (ii) to make the Finance Documents to which it is a party admissible in evidence in its Relevant  Jurisdiction, have been obtained or effected and are in full force and effect.  19.8 Taxes  a) It has complied with all taxation laws in all jurisdictions where it is subject to taxation and  has paid all applicable Taxes and other amounts due to governments and other public  bodies where failure to do so is reasonably likely to have a Material Adverse Effect. No  claims are being asserted against it with respect to any Taxes or other payments due to  public or governmental bodies, which are reasonably likely to have a Material Adverse  Effect.   b) It is not required to make any Tax Deductions (as defined in Clause 12.1 (Definitions)) for  or on account of Tax from any payment it may make under any of the Finance Documents.  19.9 No filing or stamp taxes  Under the laws of its Relevant Jurisdiction 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, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or  the transactions contemplated by the Finance Documents, except the registration of the Mortgage  with the Approved Ship Registry, which registrations, filings, taxes and fees shall be made and paid  promptly by the Obligors after the date of the relevant Finance Document.  19.10 No Default  a) No Event of Default is continuing or might reasonably be expected to result from the  making of a Loan or the entry into and performance of or any transaction contemplated by  any of the Finance Documents.    b) No other event or circumstances is outstanding which constitutes a default or (with the  expiry of a grace period, giving of notice or the making of any determination or any  combination of the foregoing) might constitute a default under any other agreement or  instrument which is binding on it or to which the its assets are subject which has or is  reasonably likely to have a Material Adverse Effect.   





 






  10127241/1  52  19.11 No misleading information   a) Any factual information, documents, exhibits or reports relating to it and which have been  furnished to the Finance Parties by or on behalf of it for the purposes of this Agreement are  complete and correct in all material respects and do not contain any misstatement of fact  or omit to state a fact making such information, exhibits or reports misleading in any  material respect.  b) Any financial projections contained in the information referred to in paragraph a) above  have been prepared as at their date on the basis of recent historical information and on the  basis of assumptions believed by the Obligor to be reasonable as at the date of  preparation.  19.12 Original Financial Statements  a) The Original Financial Statements give a true and fair view of its financial condition as at  the end of the period to which they related, and have been prepared in accordance with US  GAAP consistently applied.   b) Since the date of the Original Financial Statements, there has been no material adverse  change in its business or financial condition.  19.13 Pari passu ranking  Its payment obligations under the Finance Documents rank at least pari passu with the claims of all  its other unsecured and unsubordinated creditors, except for obligations preferred by mandatory law  applying to companies generally.  19.14 No proceedings pending or threatened    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 its knowledge and belief) been started or threatened against it.  19.15 No immunity  The execution and delivery by it of each Finance Document to which it is a party constitute, and its  exercise of its respective rights and performance of its obligations under each Finance Document will  constitute, private and commercial acts performed for private and commercial purposes, and it will  not (except for bankruptcy or any similar proceedings) be entitled to claim for itself or any or all of  its assets immunity from suit, execution, attachment or other legal process in any other proceedings  taken in Norway and/or elsewhere (as the case may be) in relation to any Finance Document.  19.16 No winding-up  It has not taken any corporate action nor have any other steps been taken or legal proceedings  been started or threatened against it for its reorganisation (by way of voluntary arrangement,  scheme of arrangement or otherwise), winding-up, dissolution, judicial management or  administration or for the appointment of a receiver, administrator, administrative receiver, judicial  manager, trustee or similar officer of it or any or all of its assets.  19.17 Environmental compliance  It has performed and observed in all material respects all Environmental Laws, Environmental  Approvals and all other material covenants, conditions, restrictions or agreements directly or  indirectly concerned with any contamination, pollution or waste or the release or discharge of any  toxic or hazardous substance in connection with the Vessel.  





 






  10127241/1  53  19.18 Environmental Claims  No Environmental Claim has been commenced or (to the best of the Obligor's knowledge and belief)  is threatened against it.  19.19 ISM Code and ISPS Code compliance  All requirements of the ISM Code and the ISPS Code as they relate to any Obligor, the Managers  and/or the Vessel have been complied with in all material respects.  19.20 The Vessel  The Vessel is or will from its Delivery Date:  a) in the absolute ownership of the Borrower, free and clear of all encumbrances (other than  as permitted in accordance with Clause 22.5 (Negative Pledge – Collateral)) and the  Borrower is and will remain the sole, legal and beneficial owner of the Vessel;  b) registered in the name of the Borrower with an Approved Ship Registry under the laws and  flag of such Approved Ship Registry;  c) operationally seaworthy in every way and fit for service; and  d) classed with an Approved Classification Society, free of all overdue requirements,  recommendations and conditions.  19.21 Anti-corruption laws  The Obligors have 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.  19.22 No money laundering  a) It is acting for its own account in relation to the Facilities and in relation to the  performance and the discharge of its obligations and liabilities under the Finance  Documents and the transactions and other arrangements effected or contemplated by the  Finance Documents to which it is a party, and the foregoing will not involve or lead to  contravention of any law, official requirement or other regulatory measure or procedure  implemented to combat money laundering (as defined in Article 1 of the Directive  2005/60/EC of the European Parliament and of the Council of 26 October 2006 (as  amended, supplemented and/or replaced from time to time).  b) The Borrower will use the proceeds of the Facilities for its own benefit, under its full  responsibility and exclusively for the purposes specified in this Agreement.  19.23 No breach of laws  Except as notified by the Obligors to the Agent and accepted in writing by the Agent, each Obligor  complies in all material respects with any law or regulation applicable to it.  19.24 Sanctions  None of the Obligors nor any of their Subsidiaries and, to their knowledge, none of their respective  directors, officers or employees:  a) is in breach of any Sanctions;  





 






  10127241/1  54  b) is a Restricted Party nor acts directly or indirectly on behalf of a Restricted Party; or  c) has received notice of or is aware of any claim, action, suit, proceeding, formal notice or  investigation against it with respect to Sanctions.  19.25 Repetition  The Repeating Representations set out in this Clause 19 shall be deemed to be repeated:  a) on the date of each Drawdown Notice;  b) on each Drawdown Date;  c) on the first day of each Interest Period; and  d) in each Compliance Certificate forwarded to the Agent pursuant to Clause 20.2  (Compliance certificate) (or, if no such Compliance Certificate is forwarded, on each day  such certificate should have been forwarded to the Agent at the latest).   20 INFORMATION UNDERTAKINGS  The undertakings set out in this Clause 20 shall remain in force from the date of this Agreement and  throughout the Security Period.  20.1 Financial statements   The Ultimate Parent shall supply to the Agent in sufficient copies for all of the Lenders:  a) as soon as the same become available, but in any event within one hundred and twenty  (120) days after the end of each of its fiscal years, its consolidated audited financial  statements for that fiscal year together with the unaudited accounts of the Borrower;   b) as soon as the same become available, but in any event within 2 months after the end of  each financial quarter, its unaudited consolidated financial statements for that financial  quarter; and  c) as soon as same become available, but in any event no later than 28 February for each  year, its budget and cash flow projections.  20.2 Compliance Certificates  The Ultimate Parent shall supply to the Agent, with each set of financial statements delivered  pursuant to paragraphs a) and b) of Clause 20.1 (Financial statements), a Compliance Certificate in  the form set out in Schedule 5 (Form of Compliance Certificate) signed by the CFO of the Ultimate  Parent setting out (in reasonable detail) computations as to compliance with Clause 21 (Financial  covenants) and the Collateral Maintenance Test pursuant to Clause 7.1 (Mandatory prepayment –  Collateral Maintenance Test), as at the date at which those financial statements were drawn up.   20.3 Vessel's Market Value  Valuations to determine the Market Value of the Vessel shall be obtained by the Borrower for the  Borrower's cost prior to the end of each financial half-year and to be sent to the Agent together with  each relevant Compliance Certificate, or, if an Event of Default has occurred, for the Borrower's cost  at such further frequency as may be requested by the Agent (acting on behalf of the Majority  Lenders).   





 






  10127241/1  55  20.4 Requirements as to financial statements  The Obligors shall procure that each set of financial statements delivered pursuant to Clause 20.1  (Financial statements) is prepared using US GAAP, accounting practices and financial reference  periods consistent with those applied in the preparation of the Original Financial Statements for the  Obligors unless, in relation to any set of financial statements, it notifies the Agent that there has  been a change in US GAAP, the accounting practices or reference periods and the Obligor's auditors  deliver to the Agent:  a) a description of any change necessary for those financial statements to reflect US GAAP,  accounting practices and reference periods upon which that Obligor's Original Financial  Statements were prepared; and  b) sufficient information, in form and substance as may be reasonably required by the Agent,  to enable the Lenders to determine whether Clause 21 (Financial covenants) has been  complied with and make an accurate comparison between the financial position indicated in  those financial statements and that Obligor's Original Financial Statements.  Any reference in this Agreement to those financial statements shall be construed as a reference to  those financial statements as adjusted to reflect the basis upon which the Original Financial  Statements were prepared.  20.5 Fiscal Year  There shall be no change to any Obligor's fiscal year without the prior written consent of the Agent  (on behalf of the Majority Lenders).   20.6 Information – miscellaneous   The Obligor shall notify the Agent and/or supply to the Agent (in sufficient copies for all the Lenders,  if the Agent so requests):  a) at the same time as they are dispatched, copies of all documents dispatched by an Obligor  to its creditors generally;  b) promptly upon becoming aware of them, the details of any litigation, claim, arbitration or  administrative proceedings which are current, threatened or pending against an Obligor,  and which might, if adversely determined, have a Material Adverse Effect;   c) promptly, such further information regarding the business, operations, assets, operations  (financial or otherwise) and technical data of the Obligors and the Vessel as the Agent may  reasonably request, and which can be delivered without breach of any confidentiality  undertakings or any applicable law or rules of a securities/regulatory exchange;  d) promptly, such further information reasonably requested by the Agent (on behalf of the  Finance Parties) in order for each Finance Party 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;   e) promptly upon becoming aware of any Change in Ultimate Beneficial Owner, the name of  the Ultimate Beneficial Owner and such documentation and other evidence as is reasonably  requested by the Agent or any Lender in order for the Agent or such Lender to carry out  and be satisfied it has complied with all necessary "know your customer" or other similar  





 






  10127241/1  56  checks under all applicable laws and regulations in relation to the Ultimate Beneficial  Owner; and  f) promptly, upon becoming aware of them, the details of any loss, seizure, capture or piracy  against the Vessel.  20.7 Notification of default  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.  20.8 Notification of Environmental Claims  Each Obligor shall inform the Agent in writing as soon as reasonably practicable upon becoming  aware of the same:  a) if any Environmental Claim has been commenced or (to the best of the Obligor's knowledge  and belief) is threatened against an Obligor or the Vessel; and  b) of any fact and circumstances which will or are reasonably likely to result in any  Environmental Claim being commenced or threatened against an Obligor or the Vessel.  20.9 "Know your customer" checks  a) If:  (i) the introduction of or any change in (or in the interpretation, administration or  application of) any law or regulation made after the date of this Agreement;  (ii) any Change in Ultimate Beneficial Owner after the date of this Agreement;    (iii) any Applicable KYC Procedures;  (iv) any change in the status of an Obligor (or of a Holding Company of an Obligor) or  the composition of the shareholders of an Obligor (or of a Holding Company of an  Obligor) after the date of this Agreement;   (v) a proposed assignment or transfer by a Lender of any of its rights and/or  obligations under this Agreement to a party that is not a Lender prior to such  assignment or transfer; or  (vi)  any anti-money laundering or anti-terrorism financing laws and regulations  applicable to the Agent or any Lender,  obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any prospective  new Lender) 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 supply, or procure the supply  of, such documentation and other evidence as is reasonably requested by the Agent (for  itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event  described in paragraph (iii) above, on behalf of any prospective new Lender) in order for  the Agent, such Lender or, in the case of the event described in paragraph (iii) above, 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.  





 






  10127241/1  57  b) Each Lender shall promptly upon the request of the Agent supply, or procure the supply of,  such documentation and other evidence as is reasonably requested by the Agent (for itself)  in order for the Agent 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.  For the purpose of this Clause 20.9:  "Applicable KYC Procedures" means any applicable "know your customer" checks or similar  identification procedures, or equivalent internal policies of a Lender or the Agent, or any equivalent  procedures required by applicable law or regulations.   20.10 Use of websites  a) The Ultimate Parent may satisfy its obligation under this Agreement to deliver any  information in relation to those Finance Parties (the “Website Lenders”) who accept this  method of communication by posting this information onto an electronic website  designated by the Ultimate Parent and the Agent (the “Designated Website”) if:   the Agent expressly agrees (after consultation with each of the Finance Parties)  that it will accept communication of the information by this method;   both the Ultimate Parent and the Agent are aware of the address of and any  relevant password specifications for the Designated Website; and   the information is in a format previously agreed between the Ultimate Parent and  the Agent.  If any Finance Party (a “Paper Form Lender”) does not agree to the delivery of  information electronically then the Agent shall notify the Ultimate Parent accordingly and  the Ultimate Parent shall supply the information to the Agent (in sufficient copies for each  Paper Form Lender) in paper form.  In any event the Ultimate Parent shall supply the  Agent with at least one copy in paper form of any information required to be provided by  it.  b) 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 the  Ultimate Parent and the Agent.  c) The Ultimate Parent shall promptly upon becoming aware of its occurrence notify the Agent  if:   the Designated Website cannot be accessed due to technical failure;   the password specifications for the Designated Website change;   any new information which is required to be provided under this Agreement is  posted onto the Designated Website;    any existing information which has been provided under this Agreement and posted  onto the Designated Website is amended; or  





 






  10127241/1  58   the Ultimate Parent 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 the Ultimate Parent notifies the Agent under paragraph c) i) or paragraph c) v) above, all  information to be provided by the Ultimate Parent 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.  21 FINANCIAL COVENANTS  21.1 Financial definitions  Except otherwise explicitly provided for in this Agreement, an accounting term used in this Clause is  to be construed in accordance with US GAAP.   For the purposes of this Clause 21, the following definitions shall apply:  "Cash and Cash Equivalents" means, at any date, the aggregate amount of freely available cash  and cash equivalents of the Group, in each case reported in accordance with US GAAP, including  without limitation:  a) cash in hand or on freely available deposit with any bank or financial institution;  b) certificates of deposits or marketable debt securities (included money market funds) with a  maturity of twelve (12) months or less after the relevant date of calculation, issued by an  Arranger or a financial institution which has a rating for its long term unsecured and non- credit enhanced debt obligations with A or higher by Standard & Poor’s Rating Services or  Fitch Ratings Ltd or A2 or higher by Moody’s Investor Services Limited or a comparable  rating from an internationally recognised credit rating agency; or  c) any other instrument, security or investment approved in writing by the Agent, and in each  case, to which any of the Obligors is beneficially entitled at that time and which can be  promptly realised and applied against the Loans.  "Equity Ratio" means the ratio of Total Equity to Total Assets.  "Liquidity" means, at any given time, the aggregate of (i) Cash and Cash Equivalents and (i) any  undrawn amount freely and unconditionally available for drawings under any credit facilities with  remaining tenor of at least six (6) months.  "Total Assets" means the aggregate book value of total assets in accordance with US GAAP.  "Total Equity" means the aggregate book value of the equity treated as equity in accordance with  US GAAP.  "Working Capital" means current assets less current liabilities (which shall exclude instalments of  long term debt due in the twelve (12) months, capital lease payments and, in respect of the  Borrower only, any intra group debt incurred in accordance with Clause 22.10 (b) (ii) (Financial  Indebtedness restrictions).  





 






  10127241/1  59  21.2 Financial testing  The financial covenants set out in this Clause 21 (Financial Covenants) shall be calculated in  accordance with US GAAP consistently applied, provided always, that lease obligations shall be  classified in accordance with applicable account principles prior to 1 January 2019 (for the avoidance  of doubt, disregarding any amendments to accounting principles as a result of IFRS 16 or  equivalent).     The financial covenants shall be tested quarterly, by reference to each of the financial statements  delivered pursuant to paragraphs (a) and (b) of Clause 20.1 (Financial Statements) and/or each  Compliance Certificate delivered pursuant to Clause 20.2 (Compliance Certificate).  21.3 Financial covenants  The Ultimate Parent shall ensure that it maintains (on a consolidated basis) at all times:  a)  an Equity Ratio of minimum 0.25 to 1.00;   b) a positive Working Capital; and  c) Liquidity of minimum the higher of:  (i) USD 25,000,000; or  (ii) an amount equal to five per cent. (5%) of the Group’s total interest bearing  Financial Indebtedness on a consolidated basis net of any Cash and Cash  Equivalents.  21.4 Change of accounting principles  If the Agent believes that the definitions and/or the financial covenants set out in this Clause 21  (Financial covenants) need to be amended as a result of any change of accounting principles,  determination or requirement, the Ultimate Parent and the Agent shall negotiate (Agent acting on  the instructions of the Lenders) in good faith to amend the existing definitions and/or financial  covenants so as to provide the Lenders with substantially the same protections as the definitions  and/or financial covenants set out in this Clause 21 (but which are not materially more onerous for  the Borrower or the Ultimate Parent).  22 GENERAL UNDERTAKINGS  The undertakings set out in this Clause 22 shall remain in force from the date of this Agreement and  throughout the Security Period.  22.1 Authorisations etc.  The Obligors shall promptly:  a) obtain, comply and do all that is necessary to maintain in full force and effect; and  b) supply certified copies to the Agent (if so requested) of,  any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it  to perform its obligations under the Finance Documents and to ensure the legality, validity,  enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance  Document.  





 






  10127241/1  60  22.2 Compliance with laws  Each Obligor shall comply in all material respects with all laws to which it may be subject.  22.3 Pari passu ranking  Each Obligor shall ensure that its obligations under the Finance Documents do and will rank at least  pari passu with all its other present and future unsecured and unsubordinated obligations, except for  those obligations which are preferred by mandatory law applying to companies generally in the  jurisdictions of their incorporation or in the jurisdiction in the ports of calls.  22.4 Title – Collateral   The Borrower will hold legal title to, and own the entire beneficial interest in, its Vessel, its  Insurances, its Earnings and all of its other assets, free of all Security Interest, except for those  created by the Financial Documents and as set out in Clause 22.5 (Negative pledge - Collateral).   22.5 Negative Pledge – Collateral   Neither of the Obligors, nor any other member of the Group, shall create or permit to subsist any  Security Interest over (i) any asset subject to, or intended to be subject to, Security Interest under  the Security Documents, or (ii) any other asset of the Borrower, other than:  a) the Security Interest created under the Security Documents;  b) any Security Interests arising in the ordinary course of business by operation of law and  securing obligations not more than forty-five (45) days overdue; and  c) any Security Interests disclosed in writing to the Agent, and consented to in writing by the  Agent (acting upon instructions from the Majority Lenders).  22.6 Ownership of the Borrower and the Intermediate Parent  a) The Intermediate Parent shall at all times own directly one hundred per cent. (100.00%) of  the shares and voting rights in the Borrower.  b) The Ultimate Parent shall at all times own directly one hundred per cent. (100.00%) of the  shares and voting rights in the Intermediate Parent.  c) Neither of the Obligors shall create or permit to subsist any Security Interest over any  existing or future shares issued by the Borrower or the Intermediate Parent, other than the  Security Interest created under the Security Documents.  22.7 Preservation of assets  Each Obligor shall maintain and preserve all of its assets that are necessary or desirable, in the  opinion of the Agent (acting on the instruction of the Majority Lenders), for the conduct of its  business, as intended to be conducted at the date of this Agreement, in good working order and  condition, ordinary wear and tear excepted.  22.8 Change of business  The Obligors shall ensure that no change is made to the general nature of its business from that  carried out at the date of this Agreement without the prior written consent of the Agent (on behalf of  the Lenders).   





 






  10127241/1  61  22.9 No mergers etc.   No Obligor shall enter into any merger, amalgamation, de-merger, split-up, divest, consolidation  with or into any other person or be the subject of any reconstruction, name change or change of  type of organization without the prior consent of the Agent (on behalf of the Lenders).  22.10 Financial Indebtedness restrictions  a) The Borrower shall not incur, create or permit to subsist any Financial Indebtedness.  b) Paragraph (a) above does not apply to Financial Indebtedness:  (i) incurred under the Finance Documents;  (ii) incurred under any loans from any Guarantor, provided that any Guarantor’s  claims under such loans are subject to an Assignment of Intercompany Loan and  fully subordinated to the claims of the Finance Parties under the Finance  Documents; or  (iii) consented to in writing by the Lenders.  22.11 Financial support  The Borrower shall not make or grant any loans, guarantees or any other form of financial support  to any person, except for:   a)  financial support by way of trade credit in the ordinary course of operation of the Vessel;  and  b) intra-group loans to a Guarantor, provided always that the obligations of any other  Guarantor be fully subordinated to any obligations under the Finance Documents, and the  Borrower's claims under such loans are subject to an Assignment of Intercompany Loan.  22.12 Distributions from the Borrower  Following the occurrence of an Event of Default which is continuing, the Borrower may not:  (i) declare, make or pay any dividend, charge, fee or other distribution (whether in cash or in  kind) on or in respect of its share capital (or any class of its share capital);  (ii) pay any interest or repay any principal amount (or capitalised interest) on any debt to any  of its shareholders; or  (iii) redeem, repurchase or repay any of its share capital or resolve to do so, or enter into any  transaction or arrangement having a similar effect as described in paragraphs (i) to (iii).  22.13 Distributions from the Ultimate Parent  a) Subject to the limitations listed in paragraph (b) below, the Ultimate Parent may:  (i) declare, make or pay any dividend, charge, fee or other distribution (whether in  cash or in kind) on or in respect of its share capital (or any class of its share  capital);  (ii) pay any interest or repay any principal amount (or capitalised interest) on any  debt to any of its shareholders;  





 






  10127241/1  62  (iii) redeem, repurchase or repay any of its share capital or resolve to do so; or  (iv) enter into any transaction or arrangement having a similar effect as described in  paragraphs (i) to (iii).  b) The distributions described in paragraph (a) above can only be carried out and effectuated  if:  (i) no Event of Default is existing and is continuing on the time when the distribution  is to be made or would result from the making, payment or declaration of the  distribution; or  (ii) as otherwise consented to in writing by the Agent (on behalf of the Majority  Lenders).   22.14 Investments  The Borrower shall not make any investments or acquisitions, neither of vessels or companies (or  shares in companies), other than:  a) the acquisition of the Vessel;  b) ordinary and scheduled maintenance of the Vessel; and  b) any other maintenance of the Vessel required in order to be in compliance with the  provisions under this Agreement, including, but not limited to, Clause 23.3 (Classification  and repairs).  22.15 Environmental compliance  The Obligors shall comply in all respects with all applicable Environmental Laws subject to the terms  and conditions of any applicable Environmental Approval and obtain and maintain any applicable  Environmental Approval.  22.16 Arm's length transactions  No Obligor shall engage in, directly or indirectly, any transaction with any party (without limitation,  the purchase, sale or exchange of assets or the rendering of any service), except pursuant to the  reasonable requirement of the Obligor's business and upon fair and reasonable terms that are no  less favorable to the Obligor, as the case may be, than those which might be obtained in an arm's  length transaction at the time.  22.17 Listing   The Ultimate Parent shall remain listed on the Oslo Stock Exchange, New York Stock Exchange or  another recognised stock exchange acceptable to the Agent (on behalf of the Lenders).    22.18 Hedging  a) The Hedge Providers shall have a first right of refusal in relation to interest hedging  relating to the Vessel or the Facilities on competitive terms.  b) No Obligor shall carry out derivative transactions for speculative purposes.  





 






  10127241/1  63  22.19 Earnings Accounts  The Borrower shall open and maintain all its Earnings Accounts with the Account Bank, ensure that  all Earnings are paid to the Earnings Accounts, and that the Earnings Accounts remain subject to the  Account Pledge(s). The Borrower may freely operate and make withdrawals from the Earnings  Accounts until the occurrence of an Event of Default which is continuing.  22.20 Taxation  The Obligors 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 such payment is being  contested in good faith or can be lawfully withheld.  22.21 Sanctions  a) Each Obligor, and the Obligors shall ensure that their directors, officers and employees,  agents and representatives shall comply in all respects with Sanctions.   b) No Obligor shall, and the Obligors shall ensure that none of their directors, officers or  employees will, take any action or make any omission that results, or is reasonably likely  to result, in it or any Finance Party becoming a Restricted Party.   c) No Obligor shall use any revenue or benefit derived from any activity or dealing with a  Restricted Party in discharging any obligation due or owing to the Finance Parties;  d) Each Obligor shall procure that no proceeds from any activity or dealing with a Restricted  Party are credited to any bank account held with any Finance Party in its name;  e) Each Obligor shall to the extent permitted by law promptly upon becoming aware of them  supply to the Agent details of any claim, action, suit, proceedings or investigation against it  with respect to Sanctions by any Sanctions Authority, and provide information on what  steps are being taken with regards to answer or oppose such;  f) No Obligor shall permit or authorise any other person to, directly or indirectly use the  proceeds of a Loan, or lend, make payments of or contribute or otherwise make available  all or any part of such proceeds (i) to or for the benefit of any Restricted Party or (ii) in any  other manner that would result in a violation of Sanctions by any person (including any  person participating in a Loan hereunder, whether as a Finance Party or otherwise) or any  such person becoming a Restricted Party.  22.22 EU Bail-In  In the event that any Finance Document will be governed by the laws of a non-EEA Member  Country, then to the extent the Agent determines it is necessary such Finance Document shall either  prior to its entry, or if already in force be amended to, contain the current form of EU bail-in  provisions recommended by the Loan Market Association.  23 VESSEL COVENANTS  The undertakings set out in this Clause 23 shall remain in force from the date of this Agreement and  throughout the Security Period.  23.1 Insurance  a) The Borrower shall maintain or ensure that the Vessel is insured against such risks,  including but not limited to, Hull and Machinery, Protection & Indemnity (including  





 






  10127241/1  64  maximum cover for pollution liability with a club within the International Group of P&I  Clubs), Hull Interest and/or Freight Interest and War Risk (including acts of terrorism,  hijacking, confiscation and piracy) insurances, in such amounts, on such terms and with  such brokers, clubs and/or insurers as the Agent (acting on the instruction of the Majority  Lenders) from time to time shall approve (such approval not to be unreasonably withheld).  b) The insurance value (to be on agreed value basis) for Hull and Machinery combined with  Hull Interest and/or Freight Interest, and for War Risk, shall for the Vessel cover the higher  of (i) the Market Value of the Vessel, and (ii) to one hundred and twenty per cent  (120.00%) of the amount equal to (A) the Loan under the Term Loan Facility, plus (B) the  Commitments under the Revolving Facility.  c) The insured value for the Hull and Machinery insurance shall cover at least eighty per cent  (80.00%) of the Market Value of the Vessel. The remaining cover may be taken out as Hull  Interest and/or Freight Interest.   d) Each Obligor shall procure that the Security Agent (on behalf of the Finance Parties) is  noted as first priority mortgagee in the insurance contracts, together with the confirmation  from the underwriters to the Agent thereof that the notice of assignment with regards to  the Insurances and the loss payable clauses are noted in the insurance contracts and that  standard letters of undertaking are executed by the insurers and/or brokers (as  applicable).  e) Not later than fourteen (14) days prior to the expiry date of the relevant Insurances the  Borrower shall procure the delivery to the Agent of a certificate from the insurance  broker(s) through whom the Insurances referred to in paragraph a) above have been  renewed and taken out in respect of the Vessel with insurance values as required by  paragraph b) above, that such Insurances are in full force and effect and that the Security  Agent (on behalf of the Finance Parties) have been noted by the relevant insurers.  f) The Borrower shall, at the request of the Agent (if requested by a Lender), for the account  of the Borrower, take out a Mortgagee's Interest Insurance ("MII") and/or a Mortgagee's  Interest – Additional Perils Pollution Insurance ("MAPI") covering up to one hundred and  twenty per cent (120.00%) of the Total Commitments.   g) If any of the Insurances referred to in paragraph a) form part of a fleet cover, the  Borrower shall procure that the insurers and/or brokers (as applicable) shall undertake to  the Agent that they shall neither set-off against any claims in respect of the Vessel any  premiums due in respect of other vessels under such fleet cover or any premiums due for  other insurances, nor cancel this Insurance for reason of non-payment of premiums for  other vessels under such fleet cover or of premiums for such other insurances, and shall  undertake to issue a separate policy in respect of the Vessel if and when so requested by  the Agent.  h) The Borrower shall procure that any person named as assured or co-assured in any  insurance policy assigns such insurances to the Security Agent or provides other  satisfactory undertakings as the Security Agent may require. Further, the Borrower shall  procure that the Security Agent shall have the right to appoint an insured party.   i) The Borrower shall procure that the Vessel always are employed in conformity with the  terms of the instruments of Insurances (including any warranties expressed or implied  





 






  10127241/1  65  therein) and comply with such requirements as to extra premium or otherwise as the  insurers may prescribe.  j) No Obligor will make any change to the Insurances described under paragraphs a) and b)  above without the prior written consent of the Agent (on behalf of the Lenders).  k) The Agent will obtain an Insurance Report from an independent insurance consultant for  the account of the Borrower prior to any utilisation of the Facilities, and, if the Agent  (acting on the instructions of the Majority Lenders) so requires, on an annual basis  thereafter from the same insurance consultant used prior to the utilisation of the Facilities.  l) The Borrower will supply to the Agent from time to time on request such information as the  Agent may in its discretion require with regard to the Insurances and the brokers,  underwriters, associations or clubs through or with which the Insurances are placed.  m) Each Obligor shall promptly take any steps required, or provide any and all assistance  requested by the Agent, to ensure prompt collection of any claims under the Insurances.   23.2 Loss Payable  Claims related to the Insurances in respect of an actual or constructive or agreed or arranged or  compromised Total Loss or requisition for title or other compulsory acquisition of the Vessel and  claims payable in respect of a major casualty, that is to say any claim (or the aggregate of which) in  excess of USD 3,000,000 shall be payable to the Security Agent. Subject thereto all other claims,  unless and until the insurers have received notice from the Security Agent of an event of default  which is continuing and unremedied under the Agreement in which event all claims shall be payable  directly to the Security Agent up to the Finance Parties' mortgage interest, shall be released directly  for the repair, salvage or other charges involved or to the Borrower as reimbursement if it has fully  repaired the damage and paid all of the salvage or other charges or otherwise in respect of  Borrower's actual costs in connection with repair, salvage and/or other charges.  23.3 Classification and repairs   The Obligors shall keep the Vessel in a good, safe and efficient condition consistent with first class  ownership and management practice and in particular:  a) so as to maintain the highest classification required for the relevant trade with an Approved  Classification Society, free of overdue recommendations and conditions; and  b) so as to comply with the laws and regulations (statutory or otherwise) applicable to vessels  registered under the flag state of the Vessel or to vessels trading to any jurisdiction to  which the Vessel may trade from time to time.   23.4 Restrictions on chartering, appointment of managers etc.  a) The Borrower shall not without the prior written consent of the Agent (on behalf of the  Majority Lenders):  (i) let the Vessel on bareboat charter for any period other than to another member  of the Group (subject to satisfactory Security Interest in favour of the Agent (on  behalf of the Finance Parties) with respect to such member of the Group's  earnings and charterparty in respect of the Vessel);  (ii) charter in or hire any vessel or tonnage;   





 






  10127241/1  66  (iii) appoint a Manager other than any Approved Manager; or  (iv) change the class certification of the Vessel.  b) The Borrower shall inform the Agent of any change of management of the Vessel to  another Approved Manager, or change of classification society to another Approved  Classification Society.    23.5 Notification of certain events  The Borrower shall immediately notify the Agent of:  a) any accident to the Vessel involving repairs where the costs will or is likely to exceed USD  3,000,000 (or the equivalent in any other currency);  b) any requirement or recommendation made by any insurer or classification society or by  any competent authority which is not, or cannot be, immediately complied with;  c) any exercise or purported exercise of any lien on the Vessel, the Earnings or the  Insurances;  d) any occurrence as a result of which the Vessel has become or is, by the passing of time or  otherwise, likely to become a Total Loss; and  e) any claim for a material breach of the ISM Code or the ISPS Code being made against the  Borrower, a Manager or otherwise in connection with the Vessel.  23.6 Operation of the Vessel  a) The Borrower shall comply, or procure the compliance by any manager, in all material  respects with the ISM Code, the ISPS Code, Marpol, all Environmental Laws and all other  laws or regulations applicable to the Vessel, their ownership, operation and management  or to the business of the Borrower and shall not employ the Vessel nor allow its  employment:  (i) in any manner contrary to law or regulation in any relevant jurisdiction including  but not limited to the ISM Code;   (ii) in U.S. waters contrary to COFR regulations, always ensuring as required that a  Certificate of Financial Responsibility is maintained for such purpose; and  (iii) in the event of hostilities in any part of the world (whether war is declared or  not), in any zone which is declared a war zone by any government or by the war  risk insurers of the Vessel unless the Borrower has (at its expense) effected any  special, additional or modified insurance cover which shall be necessary or  customary for first class shipowners trading vessels within the territorial waters of  such country at such time and has provided evidence of such cover to the Agent.  b) Without limitation to the generality of this Clause 23.6, the Borrower shall comply or  procure compliance, with, as applicable, all requirements of the International Convention  for the Safety of Life at Sea (SOLAS) 1974 as adopted, amended or replaced from time to  time including, but not limited to, the STCW 95, the ISM Code or the ISPS Code.  





 






  10127241/1  67  23.7 Inspections and class records  a) The Borrower shall upon the request of the Agent permit, and shall procure that any  managers and charterers permit, one person appointed by the Agent to inspect the Vessel,  limited to one time per twelve (12) months, at the cost of the Borrower. If the request is  made following an Event of Default which is continuing, there shall be no limitation on the  number of inspections per year. Unless there is an Event of Default, any inspection shall  not interfere with the normal operation and trading of the Vessel.  b) The Borrower shall instruct the classification society to send to the Agent, following a  written request from the Agent, copies of all class records held by the classification society  in relation to the Vessel.  23.8 Surveys  The Borrower shall submit to or cause the Vessel to be submitted to such periodic or other surveys  as may be required for classification purposes and to ensure full compliance with regulations of the  flag state of the Vessel and to supply or to cause to be supplied to the Agent copies of all survey  reports and confirmations of class issued in respect thereof whenever such is required by the Agent,  however limited to once a year.  23.9 Arrest  The Borrower shall or shall procure that the charterers (if any) shall, 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, the Earnings or the Insurances;  b) all tolls, taxes, dues, fines, penalties and other amounts charged in respect of the Vessel,  the Earnings or the Insurances; and  c) all other outgoings whatsoever in respect of the Vessel, the Earnings and the Insurances.   23.10 Total Loss  In the event that the Vessel shall suffer a Total Loss, the Borrower shall, within a period of ninety  (90) days after the Total Loss Date, obtain and present to the Agent, a written confirmation from the  relevant insurers that the claim relating to the Total Loss has been accepted in full, and the  insurance proceeds shall be applied in prepayment of the relevant Loan in accordance with Clause  7.1 (Mandatory prepayment – Total Loss or sale).  23.11 Dismantling  a) The Borrower shall procure that the within eight (8) weeks of the Delivery Date the Vessel,  it has obtained a Green Passport in respect of the Vessel, which shall be maintained and  available throughout the lifespan of the Vessel.   b) Each Obligor shall ensure that the Vessel or other vessels controlled by it or another  member of the Group being scrapped, or sold to an intermediary with the intention of  being scrapped, is recycled at a recycling yard which conducts its recycling business in a  socially and environmentally responsible manner, in accordance with the provisions of The  Hong Kong International Convention for the Safe and Environmentally Sound Recycling of  Ships, 2009 or EU Ship Recycling Regulation of 20 November, 2013.  23.12 Flag, name and registry  a) The Vessel shall at all times be registered with an Approved Ship Registry.    





 






  10127241/1  68  b) The Borrower shall not, without the prior written consent of the Agent (on behalf of the  Lenders), change the flag, name or registry of the Vessel. Subject to substitution of the  Mortgage, and closing arrangements satisfactory to the Agent, the Lenders may not refuse  the Borrower's request to change the registry of the Vessel from one Approved Ship  Registry to another Approved Ship Registry, unless a Default has occurred.  23.13 Poseidon Principles  The Borrower shall, upon the request of any Lender and at the cost of the Borrower, on or before 31st  July in each calendar year, supply or procure the supply to Agent (on behalf of the Finance Parties) of  all information necessary in order for any Lender to comply with its obligations under the Poseidon  Principles in respect of the preceding year, including, without limitation, all ship fuel oil consumption  data required to be collected and reported in accordance with Regulation 22A of Annex VI and any  Statement of Compliance, in each case relating to the Vessel for the preceding calendar year  provided always that no Lender shall publicly disclose such information with the identity of the  Vessel without the prior written consent of the Borrower but the Borrower acknowledges that, in  accordance with the Poseidon Principles, such information will form part of the information published  regarding the relevant Lender’s portfolio climate alignment.  24 EVENTS OF DEFAULT  Each of the events or circumstances set out in this Clause 24 is an Event of Default (save for Clause  24.17 (Acceleration)).  24.1 Non-payment   Any Obligor does not pay on the due date any amount payable pursuant to a Finance Document at  the place and in the currency in which it is expressed to be payable unless:  a) its failure to pay is caused by administrative or technical error affecting the transfer of  funds despite timely payment instructions by the Obligor; and  b) payment is made within three (3) Business Days of its due date.   24.2 Financial covenants, Sanctions, Insurances and Classification  Any requirement in Clauses 21 (Financial covenants), 22.21 (Sanctions), 23.1 a) to d) (Insurance)  or  23.3a) (Classification and repair) is not satisfied.   24.3 Other obligations   a) An Obligor does not comply with any provision of the Finance Documents (other than those  referred to in Clause 24.1 (Non-payment) and Clause 24.2 (Financial covenants, Sanctions,  Insurances and Classification)).  b) No Event of Default under paragraph a) above will occur if the failure to comply is capable  of remedy and is remedied within ten (10) Business Days of the earlier of (i) the Agent  giving notice to the Borrower and (ii) any Obligor becoming aware of the failure to comply.  24.4 Misrepresentations   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 of the Finance Documents is or proves to have been incorrect or misleading in any material  respect when made or deemed to be made.   





 






  10127241/1  69  24.5 Cross default   a) Any Financial Indebtedness of any Obligor is not paid when due nor within any originally  applicable grace period.  b) Any Financial Indebtedness of any Obligor is declared to be or otherwise becomes due and  payable prior to its specified maturity as a result of an event of default (however  described).   c) Any commitment for any Financial Indebtedness of any Obligor is cancelled or suspended  by a creditor of any Obligor as a result of an event of default (however described).  d) Any creditor of any Obligor becomes entitled to declare any Financial Indebtedness of any  Obligor due and payable prior to its specified maturity as a result of an event of default  (however described).  e) No Event of Default will occur under this Clause 24.5 if the aggregate amount of the  Financial Indebtedness or commitment for Financial Indebtedness falling within paragraph  a) to d) above is less than USD 8,000,000 (or its equivalent in any other currency or  currencies).  24.6 Insolvency  a) An Obligor 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.  b) The value of the assets of an Obligor is less than its liabilities (taking into account  contingent and prospective liabilities).  24.7 Insolvency proceedings  Any corporate action, legal proceedings or other procedure or step is taken in relation to:  a) the suspension of payments, a moratorium of any indebtedness, winding-up, cessation of  business, dissolution, administration, judicial management or reorganisation (by way of  voluntary arrangement, scheme or arrangement or otherwise) of an Obligor;   b) a composition, compromise, assignment or arrangement with any creditor of an Obligor;  c) the appointment of a liquidator, receiver, administrative receiver, administrator, judicial  manager or other similar officer in respect of an Obligor; or  d) enforcement of any Security Interest over any assets of an Obligor (excluding enforcement  of any share pledge over shares owned by a Guarantor in special purpose vessel owning  entities (excluding any Obligor) within the Group).   24.8 Creditor's process  Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of an  Obligor (excluding shares owned by a Guarantor in special purpose vessel owning entities (excluding  any Obligor) within the Group) and is not discharged within thirty (30) days after the Obligor has  become aware of it.  





 






  10127241/1  70  24.9 Arrest   If an arrest or detention is taken or levied against the Vessel and is not discharged within twenty  (20) days (or such longer period as approved in writing by the Lenders) after an Obligor becomes  aware of the same.    24.10 Cessation of business  Any of the Obligors suspends or ceases to carry on (or threatens to suspend or cease to carry on) all  or a substantial part of its business, or otherwise substantially changes the general nature of its  business.   24.11 Unlawfulness  It is or becomes impossible or unlawful for an Obligor to perform any of its obligations under the  Finance Documents.   24.12 Repudiation  Any Obligor repudiates a Finance Document or evidences an intention to repudiate a Finance  Document.  24.13 Security Documents  Any of the Security Documents for any reason whatsoever becomes invalid, ineffective, illegal or for  any other reason ceases to continue in full force and effect.  24.14 Material adverse change  Any event or series of events occur which, in the opinion of the Agent (on behalf of the Lenders),  might have a Material Adverse Effect.   24.15 Permits  Any licence, authorization, consent, permission or approval required in order to enforce, complete or  perform any of the Finance Documents is revoked, terminated or modified having a Material Adverse  Effect on an Obligor.  24.16 Litigation  There is current, pending or threatened any claims, litigation, arbitration or administrative  proceedings against an Obligor which might, if adversely determined, have a Material Adverse Effect  on that Obligor.  24.17 Acceleration   Upon the occurrence of an Event of Default, the Agent may, and shall if so directed by the Majority  Lenders, by written notice to the Borrower:  a) cancel the Total Commitments whereupon they shall immediately be cancelled;  b) declare that all or part of the Loans together with accrued interest, and all other amounts  accrued or outstanding under the Finance Documents (other than the Hedging  Agreements), be either immediately due and payable and/or payable upon demand,  whereupon they shall become either immediately due and payable or payable on demand;  and/or  c) instruct the Security Agent to start enforcement in respect of the Security Interests  established by the Security Documents; and/or   





 






  10127241/1  71  d) take any other action, with or without notice to the Borrower, exercise any other right or  pursue any other remedy conferred upon the Agent, the Security Agent or the Finance  Parties by any of the Finance Documents (other than the Hedging Agreements) or by any  applicable law or regulation or otherwise as a consequence of such Event of Default;  and/or  e) exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers  or discretions under the Finance Documents (other than the Hedging Agreements).  





 






  10127241/1  72  SECTION 9  CHANGES TO PARTIES    25 CHANGES TO THE PARTIES   25.1 No assignment by the Obligors  The Obligors may not assign or transfer or have assumed any part of, or any interest in, its rights  and/or obligations under the Finance Documents.  25.2 Assignments and transfers by the Lenders  A Lender (the "Existing Lender") may at any time assign, transfer or have assumed its rights or  obligations under the Finance Documents (a "Transfer") to another bank or financial institution (the  "New Lender").   The consent of the Obligors will be required (such consent not to be unreasonably withheld or  delayed), unless (i) an Event of Default has occurred and is continuing, or (ii) in case of Transfer to  another Lender, or an Affiliate of the Existing Lender or another Lender. The Obligors will be deemed  to have given its consent if no express refusal is received within five (5) Business Days.   Unless the Agent otherwise agrees, and excluding an assignment or transfer to an Affiliate of a  Lender, the New Lender shall, on the date upon which an assignment or transfer takes effect, pay to  the Agent (for its own account) a fee of USD 3,500.  25.3 Limitations of responsibility of Existing Lenders  a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or  warranty and assumes no responsibility to the New Lender for:  (i) the legality, validity, effectiveness, adequacy or enforceability of the Finance  Documents or any other documents;  (ii) the financial condition of an Obligor;  (iii) the performance and observance by the Obligors of its obligations under the  Finance Documents or any other documents; or  (iv) the accuracy of any statements (whether written or oral) made in or in connection  with the Finance Documents or any other document.  b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:  (i) has made (and will continue to make) its own independent investigation and  assessment of the financial condition and affairs of the Obligors 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 Lender in connection  with any Finance Document; and  (ii) will continue to make its own independent appraisal of the creditworthiness of the  Obligors and its related entities whilst any amount is or may be outstanding  under the Finance Documents or any Commitment is in force.  c) Nothing in any Finance Document obliges an Existing Lender to:  





 






  10127241/1  73  (i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or  transferred under this Clause 25; or  (ii) support any losses directly or indirectly incurred by the New Lender by reason of the non- performance by any Obligor of its obligations under the Finance Documents or otherwise.  25.4 Procedure for transfer  Any Transfer shall be effected as follows:  a) the Existing Lender must notify the Agent of its intention to Transfer all or part of its rights  and obligations by delivering a duly completed Transfer Certificate to the Agent duly  executed by the Existing Lender and the New Lender;  b) subject to Clause 25.2 (Assignments and transfers by the Lenders), the Agent shall as soon  as reasonable possible after receipt of a Transfer Certificate execute the Transfer  Certificate and deliver a copy of the same to each of the Existing Lender and the New  Lender; and  c) subject to Clause 25.2 (Assignments and transfers by the Lenders), the Transfer shall  become effective on the Transfer Date.  25.5 Effects of the Transfer  On the Transfer Date:  a) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer its rights  and obligations under the Finance Documents, each of the Obligors and the Existing Lender  shall be released from further obligations to one another under the Finance Documents and  their respective rights against one another under the Finance Documents shall be cancelled  (the "Discharged Rights and Obligations");  b) each of the Obligors and the New Lender 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 and the New Lender have assumed and/or acquired  the same in place of that Obligor and the Existing Lender;  c) the Agent, the Arrangers, the New Lender and the other Lenders shall acquire the same  rights and assume the same obligations between themselves as they would have acquired  and assumed had the New Lender been an original Lender hereunder with the rights and/or  obligations acquired or assumed by it as a result of the Transfer and to that extent the  Agent, the Arrangers and the Existing Lender shall each be released from further  obligations to each other under the Finance Documents; and  d) the New Lender shall become a Party as a "Lender".  25.6 Further assurances  The Borrower undertake to procure that in relation to any Transfer, the Borrower shall (at its own  cost) at the request of the Agent execute such documents as may in the discretion of the Agent be  necessary to ensure that the New Lender attains the benefit of the Finance Documents.  25.7 Disclosure of information  Any Lender may disclose:  





 






  10127241/1  74  a) to any of its Affiliates and a potential assignee;   b) to whom that Lender 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 the Borrower; and  c) to whom, to the extent that, information is required to be discloses by any applicable law,  such information about the Borrower and the Finance Documents as that Lender shall consider  appropriate.  25.8 Security over Lenders' rights  In addition to the other rights provided to Lenders under this Clause 25, each Lender may without  consulting with or obtaining consent from the Obligors, at any time charge, assign or otherwise  create Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights  under any Finance Document to secure obligations of that Lender including, without limitation:  a) any charge, assignment or other Security Interest to secure obligations to a federal reserve  or central bank; and  b) in the case of any Lender which is a fund, any charge, assignment or other Security  Interest granted to any holders (or trustee or representatives of holders) of obligations  owed, or securities issued, by that Lender as security for those obligations or securities,  except that no such charge, assignment or Security Interest shall:  (i) release a Lender from any of its obligations under the Finance Documents or  substitute the beneficiary of the relevant charge, assignment or Security Interest  for the Lender 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 under the Finance Documents.      





 






  10127241/1  75  SECTION 10  THE FINANCE PARTIES    26 ROLE OF THE AGENT, THE SECURITY AGENT AND THE ARRANGER  26.1 Appointment of the Agent and the Security Agent  a) Each other Finance Party appoints the Agent to act as its facility agent under and in  connection with the Finance Documents.  b) Each other Finance Party appoints the Security Agent to act as its security agent under and  in connection with the Finance Documents.   c) Each other Finance Party authorises the Agent and the Security Agent to perform the  duties, obligations and responsibilities and to exercise the rights, powers, authorities and  discretions specifically given to the Agent and the Security Agent, respectively, under or in  connection with the Finance Documents together with any other incidental rights, powers,  authorities and discretions.  d) Each other Finance Party authorises the Agent and the Security Agent, as applicable, to  execute and enforce each Finance Document to be executed and/or enforced by the Agent  or the Security Agent, as the case may be, on its behalf in the manner contemplated by  the Finance Documents.  e) The Finance Parties shall not have any independent power to enforce, or have recourse to,  any of the Security or to exercise any right, power, authority or discretion arising under the  Security Documents except through the Agent.   26.2 Instructions  a) The Agent and the Security Agent shall:   (i) 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 or  Security Agent, as the case may be, in accordance with any instructions given to  it by:  (A) all Lenders if the relevant Finance Document (other than the Hedging  Agreements) stipulates the matter is an all Lender decision; and  (B) in all other cases, the Majority Lenders; and  (ii) not be liable for any act (or omission) if it acts (or refrains from acting) in  accordance with paragraph (i) above.  b) The Agent and the Security Agent shall be entitled to request instructions, or clarification of  any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates  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. The Agent and the Security Agent may  refrain from acting unless and until it receives any such instructions or clarification that it  has requested.  





 






  10127241/1  76  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 or the Security Agent by the  Majority Lenders shall override any conflicting instructions given by any other Parties and  will be binding on all Finance Parties.  d) The Agent and the Security 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.  e) In the absence of instructions, the Agent and the Security Agent may act (or refrain from  acting) as it considers to be in the best interest of the Lenders.  f) The Agent and the Security 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.  26.3 Duties of the Agent and the Security Agent  a) The Agent and the Security Agent's duties under the Finance Documents are solely  mechanical and administrative in nature.  b) Subject to paragraph c) below, the Agent 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.  c) 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.  d) If the Agent receives notice from a Party referring to this Agreement, describing a Default  and stating that the circumstance described is a Default, it shall promptly notify the other  Finance Parties.  e) If the Agent is aware of the non-payment of any principal, interest, commitment fee or  other fee payable to a Finance Party (other than the Agent or the Arranger) under this  Agreement, it shall promptly notify the other Finance Parties.  f) 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).  26.4 Role of the Arranger  Except as specifically provided in the Finance Documents, the Arranger has no obligations of any  kind to any other Party under or in connection with any Finance Document.  26.5 Role of the Security Agent  a) The Security Agent shall not be (except as expressly provided in any Finance Document) a  trustee of any Finance Party under or in connection with any Finance Document.  b) The Security Agent shall hold the benefit of the Security Documents for itself and as agent  on behalf of the other Finance Parties and will apply all payments and other benefits  





 






  10127241/1  77  received by it under the Security Documents in accordance with the provisions of this  Agreement.  26.6 No fiduciary duties  a) Nothing in any Finance Document constitutes the Agent, the Security Agent (except as  expressly provided in any Finance Document) or the Arranger as a trustee or fiduciary of  any other person.  b) None of the Agent, the Security Agent nor the Arranger 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.  26.7 Rights and discretions  a) The Agent and the Security Agent may:  (i) rely on any representation, communication, notice or document believed by it to  be genuine, correct and appropriately authorised;   (ii) assume that:   (A) any instructions received by it from the Majority Lenders, any Lenders or  any group of Lenders are duly given in accordance with the terms of the  Finance Documents; and  (B) unless it has received notice of revocation, that those instructions have  not been revoked; and  (iii) rely on a certificate from any person:  (A) as to any matter of fact or circumstance which might reasonably be  expected to be within the knowledge of that person; or  (B) to the effect that such person approves of any particular dealing,  transaction, step, action or thing,  as sufficient evidence that that is the case and, in the case of paragraph (A)  above, may assume the truth and accuracy of that certificate.  b) The Agent and the Security Agent may assume (unless it has received notice to the  contrary in its capacity as agent for the Lenders) that:  (i) no Default has occurred (unless it has actual knowledge of a Default arising under  Clause 24.1 (Non-payment));  (ii) any right, power, authority or discretion vested in any Party or any group of  Lenders has not been exercised; and  (iii) any notice or request made by the Borrower (other than a Drawdown Notice or  Selection Notice) is made on behalf of and with the consent and knowledge of all  the Obligors.  c) The Agent may engage and pay for the advice or services of any lawyers, accountants, tax  advisers, surveyors or other professional advisers or experts.  





 






  10127241/1  78  d) Without prejudice to the generality of paragraph c) above or paragraph e) 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 necessary.  e) 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.  f) The Agent and the Security Agent may act in relation to the Finance Documents through its  officers, employees and agents.  g) Unless a Finance Document expressly provides otherwise the Agent may disclose to any  other Party any information it reasonably believes it has received as agent under this  Agreement.  h) Notwithstanding any other provision of any Finance Document to the contrary, neither the  Agent nor the Arranger is obliged to do or omit to do anything if it would, or might in its  reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary  duty or duty of confidentiality.  i) Notwithstanding any provision of any Finance Document to the contrary, the Agent and the  Security 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  26.8 Responsibility for documentation  Neither the Agent, the Security Agent nor the Arranger is responsible or liable for:  a) the adequacy, accuracy or completeness of any information (whether oral or written)  supplied by the Agent, the Arranger, the Obligors or any other person in or in connection  with any Finance Document or the transactions contemplated in the Finance Documents or  any other agreement, arrangement or document entered into, made or executed in  anticipation of, under or in connection with any Finance Document;   b) the legality, validity, effectiveness, adequacy or enforceability of 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; or  c) any determination as to whether any information provided or to be provided to any Finance  Party is non-public information the use of which may be regulated or prohibited by  applicable law or regulation relating to insider dealing or otherwise.  26.9 No duty to monitor  The Agent shall not be bound to enquire:  a) whether or not any Default has occurred;   





 






  10127241/1  79  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  26.10 Exclusion of liability  a) Without limiting paragraph b) below (and without prejudice to any other provision of any  Finance Document excluding or limiting the liability of the Agent and the Security Agent),  the Agent and the Security Agent will not be liable for:   (i) any damages, costs or losses to any person, any diminution in value, or any  liability whatsoever arising as a result of taking or not taking any action under or  in connection with any Finance Document, unless directly caused by its gross  negligence or wilful misconduct;  (ii) exercising, or not exercising, any right, power, authority or discretion given to it  by, or in connection with, any Finance Document or any other agreement,  arrangement or document entered into, made or executed in anticipation of,  under or in connection with, any Finance Document, other than by reason of its  gross negligence or wilful misconduct; or  (iii) 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  (including, without limitation, for negligence or any other category of liability  whatsoever but not including any claim based on the fraud of the Agent or the  Security Agent) arising as a result of:  (A) any act, event or circumstance not reasonably within its control; or   (B) the general risks of investment in, or the holding of assets in, any  jurisdiction,  including (in each case and without limitation) such damages, costs, losses,  diminution in value or liability arising as a result of: nationalisation, expropriation  or other governmental actions; any regulation, currency restriction, devaluation  or fluctuation; market conditions affecting the execution or settlement of  transactions or the value of assets (including any Disruption Event); breakdown,  failure or malfunction of any third party transport, telecommunications, computer  services or systems; natural disasters or acts of God; war, terrorism, insurrection  or revolution; or strikes or industrial action.  b) No Party (other than the Agent) may take any proceedings against any officer, employee  or agent of the Agent in respect of any claim it might have against the Agent 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 Agent may rely on this  Clause.  c) Neither the Agent nor the Security 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 it if it has taken all necessary steps as soon as reasonably  practicable to comply with the regulations or operating procedures of any recognised  clearing or settlement system used by it for that purpose.  





 






  10127241/1  80  d) Nothing in this Agreement shall oblige the Agent, the Security Agent or the Arranger to  carry out:  (i) any "know your customer" or other checks in relation to any person; or  (ii) any check on the extent to which any transaction contemplated by this  Agreement might be unlawful for any Lender,  on behalf of any Lender and each Lender confirms to the Agent, the Security Agent and the  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, the  Security Agent or the Arranger.  e) Without prejudice to any provision of any Finance Document excluding or limiting the  Agent's liability, any liability of the Agent or the Security Agent arising under or in  connection with any Finance Document shall be limited to the amount of actual loss which  has been suffered (as determined by reference to the date of default of the Agent and the  Security 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 and the  Security 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.  26.11 Lenders' indemnity to the Agent and Finance Parties' indemnity to the Security  Agent  a) Each Lender shall (in proportion to its share of the Total Commitments or, if the Total  Commitments are then zero, to its share of the Total Commitments immediately prior to  their 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 (otherwise than by reason of the  Agent's gross negligence or wilful misconduct, in acting as Agent under the Finance  Documents (unless the Agent has been reimbursed by the Obligors pursuant to a Finance  Document).  b) Each other Finance Party shall (in proportion to its share of all amounts outstanding and/or  available for drawing under the Finance Documents) indemnify the Security Agent, within  three (3) Business Days of demand, against any cost, loss or liability incurred by the  Security Agent (otherwise than by reason of the Security Agent's gross negligence or wilful  misconduct) in acting as Security Agent under the Finance Documents (unless it has been  reimbursed by the Obligors pursuant to a Finance Document).  26.12 Resignation of the Agent or the Security Agent  a) The Agent or the Security Agent may resign and appoint one of its Affiliates as successor  by giving notice to the Lenders and the Borrower.  b) Alternatively, the Agent or the Security Agent may resign by giving thirty (30) days' notice  to the Lenders and the Borrower, in which case the Majority Lenders (after consultation  with the Borrower) may appoint a successor Agent, or as the case may be, a successor  Security Agent.  





 






  10127241/1  81  c) If the Majority Lenders have not appointed a successor Agent or as the case may be, a  successor Security Agent in accordance with paragraph b) above within twenty (20) days  after notice of resignation was given, the retiring Agent or Security Agent (after  consultation with the Borrower) may appoint a successor Agent or as the case may be, a  successor Security Agent.  d) The retiring Agent shall, or, as the case may be, the Security Agent make available to the  successor Agent, or, as the case may be, the successor Security Agent such documents  and records and provide such assistance as the successor Agent or, as the case may be,  the successor Security Agent may reasonably request for the purposes of performing its  functions under the Finance Documents. The Borrower shall, within three Business Days of  demand, reimburse the retiring Agent for the amount of all costs and expenses (including  legal fees) properly incurred by it in making available such documents and records and  providing such assistance.  e) The Agent's, or, as the case may be, the Security Agent's, resignation notice shall only  take effect upon the appointment of a successor.  f) Upon the appointment of a successor, the retiring Agent or Security Agent shall be  discharged from any further obligation in respect of the Finance Documents (other than its  obligations under paragraph e) above) but shall remain entitled to the benefit of Clause  14.4 (Indemnity to the Agent), Clause 14.5 (Indemnity to the Security Agent) and this  Clause 26 (and any agency fees for the account of the retiring Agent shall cease to accrue  from (and shall be payable on) that date). Any successor and each of the other Parties  shall have the same rights and obligations amongst themselves as they would have had if  such successor had been an original Party.  g) After consultation with the Borrower, the Majority Lenders may, by notice to the Agent,  require it to resign in accordance with paragraph b) above. In this event, the Agent shall  resign in accordance with paragraph b) above.  h) The Agent shall resign in accordance with paragraph b) above (and, to the extent  applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to  paragraph c) above) if on or after the date which is three (3) months before the earliest  FATCA Application Date relating to any payment to the Agent under the Finance  Documents, either:  (i) the Agent fails to respond to a request under Clause 12.7 (FATCA Information) and  the Borrower or a Lender reasonably believes that the Agent will not be (or will  have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;  (ii) the information supplied by the Agent pursuant to Clause 12.7 (FATCA  Information) indicates that the Agent will not be (or will have ceased to be) a  FATCA Exempt Party on or after that FATCA Application Date; or  (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will  have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;  and (in each case) the Borrower or a Lender reasonably believes that a Party will be  required to make a FATCA Deduction that would not be required if the Agent were a FATCA  Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to  resign.  





 






  10127241/1  82  26.13 Confidentiality  a) 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.  b) 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.  26.14 Relationship with the Lenders  a) The Agent may treat the person shown in its records as Lender at the opening of business  (in the place of the Agent's principal office as notified to the Finance Parties from time to  time) as the Lender:  (i) entitled to or liable for any payment due under any Finance Document on that  day; and  (ii) entitled to receive and act upon any notice, request, document or communication  or make any decision or determination under any Finance Document made or  delivered on that day,  unless it has received not less than five (5) Business Days' prior notice from that Lender to  the contrary in accordance with the terms of this Agreement.  b) Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices,  communications, information and documents to be made or despatched to that Lender  under the Finance Documents. Such notice shall contain the address and e-mail address  and/or any other information required to enable the transmission of information by that  means (and, in each case, the department or officer, if any, for whose attention  communication is to be made) and be treated as a notification of a substitute address, e- mail address (or such other information), department and officer by that Lender for the  purposes of Clause 31.2 (Addresses) and the Agent shall be entitled to treat such person  as the person entitled to receive all such notices, communications, information and  documents as though that person were that Lender.  26.15 Credit appraisal by the Lenders  Without affecting the responsibility of each Obligor for information supplied by it or on its behalf in  connection with any Finance Document, each Lender confirms to the Agent and the Arranger 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 the Obligors;  b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document  and any other agreement, arrangement or document entered into, made or executed in  anticipation of, under or in connection with any Finance Document;  c) whether that Lender has recourse, and the nature and extent of that recourse, against any  Party or any of its respective assets under or in connection with any Finance Document,  the transactions contemplated by the Finance Documents or any other agreement,  





 






  10127241/1  83  arrangement or document entered into, made or executed in anticipation of, under or in  connection with any Finance Document; 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.  26.16 Agent's and Security Agent's management time  Any amount payable to the Agent or the Security Agent under Clause 14.4 (Indemnity to the Agent),  Clause 14.5 (Indemnity to the Security Agent), Clause 16 (Costs and expenses) and Clause 26.11  (Lenders' and Secured Parties' indemnity to the Agent and the Security Agent) shall include the cost  of utilising the Agent's or the Security Agent's management time or other resources and will be  calculated on the basis of such reasonable daily or hourly rates as the Agent or the Security Agent  may notify to the Borrower and the Lenders, and is in addition to any fee paid or payable to the  Agent or the Security Agent under Clause 11 (Fees).  26.17 Reference Banks  If a Reference Bank ceases to be a Lender, the Agent shall (in consultation with the Borrower)  appoint another Lender to replace that Reference Bank.  26.18 Role of Reference Banks  a) No Reference Bank is under any obligation to provide a quotation or any other information  to the Agent.  b) No Reference Bank will be liable for any action taken by it under or in connection with any  Finance Document, or for any quotation provided as Reference Bank, unless directly caused  by its gross negligence or wilful misconduct.  c) No Party (other than the relevant Reference Bank) may take any proceedings against any  officer, employee or agent of any Reference Bank in respect of any claim it might have  against that Reference Bank or in respect of any act or omission of any kind by that officer,  employee or agent in relation to any Finance Document, or to any quotation provided as a  Reference Bank, and any officer, employee or agent of each Reference Bank may rely on  this Clause 26.18.  26.19 Deduction from amounts payable by the Agent or the Security Agent  If any Party owes an amount to the Agent or the Security Agent under the Finance Documents the  Agent or the Security Agent may, after giving notice to that Party, deduct an amount not exceeding  that amount from any payment to that Party which the Agent or the Security Agent (as the case  may be) 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.  26.20 No responsibility to perfect Security Interest  Neither the Agent nor the Security Agent shall be liable for any failure to:  a) require the deposit with it of any deed or document certifying, representing or constituting  the title of any Obligor to any of the assets subject to or intended to be subject to the  Security Interest under the Security Documents;  





 






  10127241/1  84  b) obtain any licence, consent or other authority for the execution, delivery, legality, validity,  enforceability or admissibility in evidence of any Finance Document or the Security  Interest;  c) register, file or record or otherwise protect any of the Security Interest under the Security  Documents (or the priority of any of those Security Interest) under any law or regulation or  to give notice to any person of the execution of any Finance Document or of the Security  Interest under the Security Documents;  d) take, or to require any Obligor to take, any step to perfect its title to any of the assets  subject to or intended to be subject to the Security Interest under the Security Documents  or to render those Security Interest effective or to secure the creation of any ancillary  Security under any law or regulation; or  e) require any further assurance in relation to any Security Document.  27 CONDUCT OF BUSINESS OF 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 to the extent, order or 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.  28 SHARING AMONG THE FINANCE PARTIES  28.1 Payment 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 29 (Payment mechanics) (a "Recovered Amount")  and applies that amount to a payment due under the Finance Documents then:  a) the Recovering Finance Party shall promptly, within three (3) 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  by or made by the Agent and distributed in accordance with Clause 29 (Payment  mechanics), without taking account of 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 (3) 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 29.5  (Partial payments).  





 






  10127241/1  85  28.2 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) (the "Sharing  Finance Parties") in accordance with Clause 29.5 (Partial payments) towards the obligations of  that Obligor to the Sharing Finance Parties.  28.3 Recovering Finance Party's rights  On a distribution by the Agent under Clause 28.2 (Redistribution of payments), of a payment  received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the  Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be  treated as not having been paid by that Obligor.   28.4 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 Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the  account of that Recovering Finance Party an amount equal to the appropriate part of its  share of the Sharing Payment (together with an amount as is necessary to reimburse that  Recovering Finance Party for its proportion of any interest on the Sharing Payment which  that Recovering Finance Party is required to pay) (the "Redistributed Amount"); and  b) as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal  to the relevant Redistributed Amount will treated as not having been paid by that Obligor.  28.5 Exceptions  a) This Clause 28 shall not apply to the extent that the Recovering Finance Party would not,  after making any payment pursuant to this Clause, have a valid and enforceable claim  against the relevant Obligor.  b) A Recovering Finance Party is not obliged to share with any other Finance Party any  amount which the Recovering Finance Party has received or recovered as a result of taking  legal or arbitration proceedings, if:  (i) it notified that other Finance Party of the legal or arbitration proceedings; and  (ii) that other Finance Party had an opportunity to participate in those legal or  arbitration proceedings but did not do so as reasonably practicable having  received notice and did not take separate legal or arbitration proceedings.    





 






  10127241/1  86  SECTION 11  ADMINISTRATION    29 PAYMENT MECHANICS  29.1 Payments to the Agent  All payments by an Obligor or a Lender under the Finance Documents (other than Hedging  Agreements in connection with the realisation or enforcement of any Security Documents) shall be  made:  a) to the Agent to its account with such office or bank as the Agent may from time to time  designate in writing to the Obligor or a Lender for this purpose; and  b) for value on the due date at such times and in such funds as the Agent may specify to the  Party concerned as being customary at the time for settlement of transactions in the  relevant currency in the place of payment.  29.2 Distributions by the Agent  Each payment received by the Agent under the Finance Documents for another Party shall, subject  to Clause 29.3 (Distributions to the Obligors), 29.4 (Clawback) and 29.9 (Payments to the Security  Agent), be made available by the Agent as soon as practicable after receipt to the Party entitled to  receive payment in accordance with this Agreement, to such account as that Party may notify to the  Agent by not less than five (5) Business Days' notice.  29.3 Distributions to an Obligor  The Agent may (with the consent of the Obligor or in accordance with Clause 30 (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 currency to be so applied.  29.4 Clawback and pre-funding  a) Where a sum is to be paid to the Agent under the Finance Documents for another Party,  the Agent is not obliged to pay that sum to that other Party (or to enter into or perform  any related exchange contract) until it has been able to establish to its satisfaction that it  has actually received that sum.   b) Unless paragraph c) below applies, if the Agent pays an amount to another Party and it  proves to be the case that the Agent had not actually received that amount, then the Party  to whom that amount (or the proceeds of any related exchange contract) was paid by the  Agent shall on demand refund the same amount to the Agent together with interest on that  amount from the date of payment to the date of receipt by the Agent, calculated by the  Agent to reflect its cost of funds.  c) If the Agent has notified the Lenders that it is willing to make available amounts for the  account of the Borrower before receiving funds from the Lenders, then if and to the extent  that the Agent does so but it proves to be the case that it does not then receive funds from  a Lender in respect of a sum which it paid to the Borrower:  (i) the Agent shall notify the Borrower of that Lender's identity and the Borrower  shall on demand refund it to the Agent; and  





 






  10127241/1  87  (ii) the Lender by whom those funds should have been made available or, if that  Lender fails to do so, the Borrower shall on demand pay to the Agent the amount  (as certified by the Agent) which will indemnify the Agent against any funding  cost incurred by it as a result of paying out that sum before receiving those funds  from that Lender.  29.5 Partial payments   a) If the Agent (or the Security Agent, as applicable) receives a payment or an amount is  recovered by the Security Agent pursuant to the terms of any Security Document in  connection with the realisation or enforcement of all or any part of the Security Interest)  that is insufficient to discharge all the amounts then due and payable by an Obligor under  the Finance Documents, the Agent shall apply that payment towards the obligations of that  Obligor under the Finance Documents in the following order:  (i) firstly, in or towards payment pro rata of any unpaid fees, costs and expenses of  the Agent and the Security Agent under the Finance Documents;  (ii) secondly, in or towards payment pro rata of any accrued interest (including  default interest), fee or commissions due but unpaid under this Agreement;  (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this  Agreement; and  (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under  the Finance Documents (excluding the Hedging Agreements); and  (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the  Hedging Agreements.  b) The Agent shall, if so directed by the Lenders, vary the order set out in paragraphs (i) to  (v) above.   c) This Clause 29.5 will override any appropriation made by an Obligor.  29.6 No set-off by the Obligors  All payments to be made by an Obligor under the Finance Documents shall be calculated and be  made without (and free and clear of any deduction for) set-off or counterclaim.  29.7 Business Days   a) Any payment under the Finance Documents (other than the Hedging Agreements) which is  due to be made on a day that is not a Business Day shall be made on the next Business  Day in the same calendar month (if there is one) or the preceding Business Day (if there is  not).   b) During any extension of the due date for payment of any principal or Unpaid Sum under  this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on  the original due date.  29.8 Currency of account  The Obligors shall pay:  





 






  10127241/1  88  a) any amount payable under the Finance Documents (other than the Hedging Agreements),  except as otherwise provided for herein, in USD; and  b) all payments of costs and Taxes in the currency in which the same were incurred.  29.9 Payments to the Security Agent  Notwithstanding any other provision of any Finance Document, at any time after any Security  Interest created by or pursuant to any Security Document becomes enforceable, the Security Agent  may require:  a) any Obligor to pay all sums due under any Finance Document; or  b) the Agent to pay all sums received or recovered from an Obligor under any Finance  Document,  in each case as the Security Agent may direct for application in accordance with the terms of the  relevant Security Document.  30 SET-OFF   a) A Finance Party may, to the extent permitted by applicable law, set off any obligation due  from an Obligor under the Finance Documents (to the extent beneficially owned by that  Finance Party) against any obligations 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.  b) Each Obligor hereby agrees and accepts that this Clause 30 shall constitute a waiver of the  provisions of Section 29 of the FA Act and further agrees and accepts, to the extent  permitted by law, that Section 29 of the FA Act shall not apply to this Agreement.  31 NOTICES   31.1 Communication in writing  a) 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 e-mail or letter.   b) Any such notice or communication addressed as provided in Clause 31.2 (Addresses) will  be deemed to be given or made as follows:  (i) if by letter, when delivered at the address of the relevant Party;  (ii) if by email, when received in legible form.  c) However, a notice given in accordance with the above but received on a day which is not a  Business Day or after 16:00 hours in the place of receipt will only be deemed to be given  at 9:00 hours on the next Business Day in that place.  d) Any communication or document to be made or delivered to the Agent will be effective only  when actually received by the Agent 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).  





 






  10127241/1  89  31.2 Addresses  Any communication or document to be made under or in connection with the Finance Documents  shall be made or delivered to the address and email address of each Party and marked for the  attention of the department or persons set out below and, in case of any New Lender, to the address  notified to the Agent:  If to the Agent or  SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)  the Security Agent: One Carter Lane, London                                           EC4V 5AN                                           United Kingdom                                           Email: agency@seb.co.uk                                           Attention: Loans Agency    With copy to (Agent only)                                          Email: sco@seb.se                                          Attention: SEB Structured Credit Operations    If to any of the Obligors: FLEX LNG MANAGEMENT AS  Bryggegata 3  0250 Oslo, Norway  Att: Chief Financial Officer  E-mail: finance@flexlng.com  or any substitute address and/or email address and/or marked for such other attention as the Party  may notify to the other Agent (or the Agent may notify the other Parties if a change is made by the  Agent) by not less than five (5) Business Days' prior notice.  31.3 Communication with the Obligors  All communication from or to an Obligor shall be sent through the Agent.  31.4 Language  Communication to be given by one Party to another under the Finance Documents shall be given in  the English language or, if not in English and if so required by the Agent, be accompanied by a  certified English translation and, in this case, the English translation shall prevail unless the  document is a statutory or other official document.  32 CALCULATIONS AND CERTIFICATES  32.1 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, conclusive evidence of the matters to which it  relates.  32.2 Day count convention  All interest, commission or fee accruing under the Finance Documents 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.   





 






  10127241/1  90  33 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 provisions under any law of  any other jurisdiction will in any way be affected or impaired.  34 REMEDIES AND WAIVERS  No failure to exercise, nor any delay in exercising on the part of any Finance Party, any right or  remedy under the Finance Documents shall operate as a waiver, of any such right or remedy any of  the Finance Documents. No single or partial exercise of any other right or remedy shall prevent any  further or other 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.  35 AMENDMENTS AND WAIVERS  35.1 Required consents  a) Subject to Clause 35.2 (All Lender matters) and 35.3 (Other exceptions), 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 will be binding on all Parties.   b) The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted  by this Clause.  35.2 All Lender matters  An amendment to or waiver of any term of any Finance Document that has the effect of changing or  which relates to:  a) the definition of "Majority Lenders" in Clause 1.1 (Definitions);  b) an extension of the date of any payment of any amount under the Finance Documents;  c) a reduction in Margin or a reduction in the amount of any payment of principal, interest,  fees or commission payable;  d) an increase in or extension of any Commitment or an extension of the Availability Period or  any requirement that a cancellation of Commitments reduces the Commitments of the  Lenders rateably under the Facilities;  e) a term of the Finance Documents which expressly requires the consent of all the Lenders;  f) a proposed substitution or replacement of the Borrower or a Guarantor;  g) the definitions of "Restricted Party", "Sanctions", "Sanctions Authority" or "Sanctions List",  any Clause in which such term is used in this Agreement, or any other provision or other  matters relating to Sanctions, including without limitation Clause 22.21 (Sanctions).  h) the release of any guarantee and indemnity granted under Clause 17 (Guarantee and  indemnity) or of any Security Interest granted under any of the Security Documents unless  permitted under this Agreement or any other Finance Document or relating to a sale or  disposal of an asset which is the subject to Security Interest where such sale or disposal is  expressly permitted under this Agreement or any other Finance Document; or  





 






  10127241/1  91  i) Clauses 2.2 (Finance party's rights and obligations), 7.3 (Mandatory prepayment –  Illegality) 18 (Security), 25 (Changes to the Parties), 28 (Sharing among the Finance  Parties), 29.5 (Partial payments), this Clause 35.2, Clause 39.1 (Governing law) and 39.2  (Jurisdiction),  shall not be made without the prior written consent of all the Lenders.  35.3 Other exceptions  An amendment or waiver which relates to the rights or obligations of the Agent, Hedge Providers,  the Security Agent or the Arranger (each in their capacity as such) may not be effected without the  consent of the Agent, the Hedge Providers, the Security Agent or, as the case may be, the Arranger.  35.4 Replacement of Screen Rate  a)  Subject to Clause 35.3 (Other exceptions), any amendment or waiver which relates to:  (i) providing for the use of a Replacement Benchmark; and  (ii)   (A) aligning any provision of any Finance Document to the use of that  Replacement Benchmark;  (B) enabling that Replacement Benchmark to be used for the calculation of  interest under this Agreement (including, without limitation, any  consequential changes required to enable that Replacement Benchmark  to be used for the purposes of this Agreement);  (C) implementing market conventions applicable to that Replacement  Benchmark;   (D) providing for appropriate fallback (and market disruption) provisions for  that Replacement Benchmark; or  (E) adjusting the pricing to reduce or eliminate, to the extent reasonably  practicable, any transfer of economic value from one Party to another as  a result of the application of that Replacement Benchmark (and if any  adjustment or method for calculating any adjustment has been formally  designated, nominated or recommended by the Relevant Nominating  Body, the adjustment shall be determined on the basis of that  designation, nomination or recommendation),  may be made with the consent of the Agent (acting on the instructions of the Majority  Lenders) and the Obligors.  b)  If any Lender fails to respond to a request for an amendment or waiver described in  paragraph (a) above within 10 Business Days (or such longer time period in relation to any  request which the Company and the Agent may agree) of that request being made:  (i) its Commitment(s) shall not be included for the purpose of calculating the Total  Commitments under the relevant Facility when ascertaining whether any relevant  percentage of Total Commitments has been obtained to approve that request;  and  





 






  10127241/1  92  (ii) its status as a Lender shall be disregarded for the purpose of ascertaining  whether the agreement of any specified group of Lenders has been obtained to  approve that request.  c) For the purpose of this Clause 35.4 (Replacement of Screen Rate)  "Relevant Nominating Body" means any applicable central bank, regulator or other  supervisory authority or a group of them, or any working group or committee sponsored or  chaired by, or constituted at the request of, any of them or the Financial Stability Board.  "Replacement Benchmark" means a benchmark rate which is:  a) formally designated, nominated or recommended as the replacement for a Screen  Rate by:  (i) the administrator of that Screen Rate (provided that the market or economic  reality that such benchmark rate measures is the same as that measured by  that Screen Rate); or  (ii) any Relevant Nominating Body,  and if replacements have, at the relevant time, been formally designated, nominated  or recommended under both paragraphs, the "Replacement Benchmark" will be the  replacement under paragraph (ii) above;   b)  in the opinion of the Majority Lenders and the Obligors, generally accepted in the  international or any relevant domestic syndicated loan markets as the appropriate  successor to a Screen Rate; or  c) in the opinion of the Majority Lenders and the Obligors, an appropriate successor to  a Screen Rate.   36 CONFIDENTIAL INFORMATION  36.1 Confidentiality  Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to  anyone, save to the extent permitted by Clause 36.2 (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.  36.2 Disclosure of Confidential Information  a) Any Finance Party may disclose to any of its Affiliates and any of its or their officers,  directors, employees, professional advisers, auditors, partners, insurance and reinsurance  brokers, insurers and reinsurers 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;  





 






  10127241/1  93  b) Any Finance Party and any of that Finance Party’s Affiliates may disclose to any person:  (i) to (or through) whom it transfers (or may potentially 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 and, in each case, to any  of that person's Affiliates 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 the Borrower and to any of that person's Affiliates  and professional advisers;  (iii) appointed by any Finance Party or any of that Finance Party’s Affiliates or by a  person to whom paragraph b)(i) or (ii) 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 paragraph  c) of Clause 26.14 (Relationship with the Lenders));   (iv) appointed by any Finance Party or any of that Finance Party’s Affiliates or by a  person to whom paragraph (b)(ii) above applies to act as a verification agent in  respect of any transaction referred to in paragraph b(ii) above;   (v) who invests in or otherwise finances (or may potentially invest in or otherwise  finance), directly or indirectly, any transaction referred to in paragraph b)(i) or  b)(ii) above;  (vi) 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;  (vii) to whom information is required to be disclosed in connection with, and for the  purposes of, any litigation, arbitration, administrative or other investigations,  proceedings or disputes;  (viii) to whom or for whose benefit that Finance Party charges, assigns or otherwise  creates Security (or may do so) pursuant to Clause 25.8 (Security over Lenders'  rights);  (ix) who is a Party; or  (x) with the consent of the Borrower;  in each case, such Confidential Information as that Finance Party shall consider appropriate if:  (A) in relation to paragraphs (b)(i), (b)(ii),b(iii) and b(iv) above, the person to whom the  Confidential Information is to be given has entered into a confidentiality undertaking  substantially in a recommended form of the Loan Market Association from time to time or  in any other form agreed between the Borrower and the relevant Finance Party (a  “Confidentiality Undertaking”) except that there shall be no requirement for a  





 






  10127241/1  94  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 paragraph (b)(v) 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 paragraphs (b)(vi), (b)(vii) and (b)(viii) 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; and  c) to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or  (b)(ii) 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 into a confidentiality agreement substantially in the  form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement  Service Providers or such other form of confidentiality undertaking agreed between the  Company and the relevant Finance Party; and  d) 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.  36.3 Disclosure to numbering service providers  a) Notwithstanding any other term of any Finance Document or any other agreement between  the Parties to the contrary (whether express or implied), any Finance Party may disclose to  any national or international numbering service provider appointed by that Finance Party to  provide identification numbering services in respect of this Agreement, the Facilities and/or  one or more Obligors the following information:  (i) names of Obligors;  (ii) country of domicile of Obligors;  (iii) place of incorporation of Obligors;  (iv) date of the Agreement;  (v) governing law of the Agreement;  (vi) names of the Agent and the Arrangers;  (vii) date of each amendment and restatement of the Agreement;  





 






  10127241/1  95  (viii) amounts of, and names of, the Facilities (and any tranches);  (ix) amount of Total Commitments;  (x) currencies of the Facilities;  (xi) type of Facilities;  (xii) ranking of Facilities;  (xiii) Termination Date for Facilities;  (xiv) changes to any of the information previously supplied pursuant to sub-clauses (i)  to (xii) above; and  (xv) such other information agreed between such Finance Party and the Ultimate  Parent,  to enable such numbering service provider to provide its usual syndicated loan numbering  identification services.  b) The Parties acknowledge and agree that each identification number assigned to the  Agreement, the Facilities and/or one or more Obligors by a numbering service provider and  the information associated with each such number may be disclosed to users of its services  in accordance with the standard terms and conditions of that numbering service provider.  c) Each Obligor represents that none of the information set out in sub-paragraphs (i) to (xiv)  of paragraph a) above is, nor will at any time be, unpublished price-sensitive information.  d) The Agent shall notify the Ultimate Parent and the other Finance Parties of:  (i) the name of any numbering service provider appointed by the Agent in respect of  this Agreement, the Facilities and/or one or more Obligors; and  (ii) the number or, as the case may be, numbers assigned to the Agreement, the  Facilities and/or one or more Obligors by such numbering service provider.  36.4 Disclosure to administration/settlement services providers  Notwithstanding any other term of any Finance Document or any other agreement between the  Parties to the contrary (whether express or implied), any Finance Party may disclose to any person  appointed by:  a) that Finance Party;  b) a person to (or through) whom that Finance Party 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  Agent under the Agreement; and/or  c) a person with (or through) whom that Finance Party enters into (or may potentially enter  into) 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,  





 






  10127241/1  96  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 clause 36.4 if the service provider to whom  the Confidential Information is to be given has entered into a confidentiality agreement substantially  in the form of the LMA Master Confidentiality Undertaking for use with Administration/ Settlement  Services Providers or such other form of confidentiality undertaking agreed between the Ultimate  Parent and the relevant Finance Party.  36.5 Entire agreement  This Clause 36 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.  36.6 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.  36.7 Notification of disclosure  Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the  Borrower:  a) of the circumstances of any disclosure of Confidential Information made pursuant to  paragraph b)(v) of Clause 36.2 (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 36.  36.8 Continuing obligations  The obligations in this Clause 36 are continuing and, in particular, shall survive and remain binding  on each Finance Party for a period of twelve (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.  37 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 the Finance Document.  38 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  





 






  10127241/1  97  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):  (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.      





 






  10127241/1  98  SECTION 11  GOVERNING LAW AND ENFORCEMENT    39 GOVERNING LAW AND ENFORCEMENT  39.1 Governing law  This Agreement shall be governed by Norwegian law.  39.2 Jurisdiction  a) For the benefit of each Finance Party, each Obligor agrees that the courts of Oslo, Norway,  have jurisdiction to settle any disputes arising out of or in connection with the Finance  Documents (other than the Hedging Agreements) including a dispute regarding the  existence, validity or termination of this Agreement, and the Obligors accordingly submits  to the non-exclusive jurisdiction of the Oslo District Court (Oslo tingrett).   b) Nothing in this Clause 39.2 shall limit the right of the Finance Parties to commence  proceedings against an Obligor in any other court of competent jurisdiction. To the extent  permitted by law, the Finance Parties may take concurrent proceedings in any number of  jurisdictions.  39.3 Service of process  Without prejudice to any other mode of service, each Obligor:  a) appoints Flex LNG Management AS (company no. 920 626 289), PO Box 1327 Vika, 0112  Oslo (mail address) and Bryggegate 3, 0250 Oslo, Norway (visiting adress) as its agent for  the service of process and/or any other writ, notice, order or judgment in respect of this  Agreement, any other Finance Document governed by Norwegian law and/or the matters  arising here from; and  b) agrees that failure by such process agent to notify an Obligor of the process will not  invalidate the proceedings concerned.   If any process agent appointed pursuant to this Clause 39.3 (Service of process) (or any successor  thereto) shall cease to exist for any reason where process may be served, the Obligor will forthwith  appoint another process agent with an office in Norway where process may be served and will  forthwith notify the Agent thereof.    * * *  This Agreement has been entered into on the date stated at the beginning of this  Agreement.   





 






  10127241/1  99  SCHEDULE 1  THE ORIGINAL LENDERS AND COMMITMENTS        Name of Original Lender    Commitment    Term Loan Facility    SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)  Registration no. 502032-9081  USD 33,333,333.33  NORDEA BANK ABP, FILIAL I NORGE  Registration no. 920 058 817  USD 33,333,333.33  CITIBANK N.A., LONDON BRANCH  Registration no. BR001018  USD 33,333,333.33    Revolving Facility    SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)  Registration no. 502032-9081  USD 8,333,333.33  NORDEA BANK ABP, FILIAL I NORGE  Registration no. 920 058 817  USD 8,333,333.33  CITIBANK N.A., LONDON BRANCH  Registration no. BR001018  USD 8,333,333.33    Total Commitments    USD 125,000,000    





 






  10127241/1  100  SCHEDULE 2  CONDITIONS PRECEDENT    PART I   CONDITIONS PRECEDENT TO SIGNING  1 Corporate authorisations  a) A copy of each Obligor's constitutional documents;   b) A copy of resolutions passed by each Obligor's board of directors evidencing:  (i) the approval of the terms of, and the transactions contemplated by, the Finance  Documents; and  (ii) the authorisation of its appropriate officer or officers or other representatives to  execute the Finance Documents and any other documents necessary for the  transactions contemplated by the Finance Documents, on its behalf.  c) To the extent required in the relevant jurisdictions, a copy of resolutions passed by the  shareholders of each Obligor ratifying the resolutions of its board of directors;   d) To the extent not covered by resolutions, any powers of attorney (notarised and legalised,  if required) granted by an Obligor to execute any Finance Documents;   e) A certificate of goodstanding (or equivalent) in respect of each Obligor;  f) A specimen of the signature (which can be by way of copy of passport) of each person  signing the Finance Documents on behalf of each Obligor  g) A certificate of an authorised signatory of each Obligor certifying that each copy document  relating to it specified in this Schedule 2 is correct, complete and in full force and effect  and has not been amended or superseded as at a date no earlier than the date of this  Agreement and confirming that borrowing or guaranteeing or securing, as appropriate, the  Total Commitments would not cause any borrowing, guarantee, security or similar binding  limit to be exceeded.   h)  Such other documentation and evidence required to complete the "know your customer"  checks as described in Clause 20.9 ("Know your customer" checks).  2 Authorisations  All approvals, authorisations and consents required by any government or other authorities for the  Obligors to enter into and perform their obligations under this Agreement and/or any of the Finance  Documents to which they are respective parties.   3 Finance Documents  a) The Agreement;  b) The Fee Letters; and  





 






  10127241/1  101  c) The letter in respect of effective interest pursuant to Clause 8.1b) (Effective Interest).  4 Vessel Documents  a) A copy of the Shipbuilding Contract; and  b) A copy of the Intermediate MOA, providing for arrangements for the assignment by the  Intermediate Buyer of Yard's warranties in respect of the Vessel to the Borrower.  5 Miscellaneous  a) Evidence that all fees referred to in Clause 11 (Fees) that are due have or will be paid on  its due date;  b) Copy of the Original Financial Statements;   c)  Evidence that all process agent appointments required by the Finance Documents listed in  item 3 above have been duly accepted; and  d) Any other documentation authorization, opinion or assurance reasonably required by the  Agent.  6 Legal opinions  a) If required, such legal opinions relating to the Agreement, in such form (agreed draft or  issued) as the Agent may require.    PART II  CONDITIONS PRECEDENT TO DRAWDOWN NOTICE  1 Finance Documents    a) the Account Pledge, and deliverables thereunder;  b) the Assignment of Earnings and Charterparties, and deliverables thereunder;  c) if applicable, the Assignment of Hedging Claims, and deliverables thereunder;  d) the Assignment of Insurances, and deliverables thereunder;  e) the Assignment of Intercompany Loans, and deliverables thereunder;  f) the Share Pledge, and deliverables thereunder;  All of the above Security Documents duly executed and perfected.  g) the Mortgage in respect of the Vessel (agreed form only);  h) the Trust Agreement in respect of the Vessel;    i) The Drawdown Notice at least three (3) Business Days prior to the Drawdown Date;  





 






  10127241/1  102  j) Any Hedging Agreements; and  k) Any subordination statements required pursuant to the Agreement.    2 Vessel Documents  In respect of the Vessel:   a) evidence (by way of email confirmation from the Approved Ship Registry) that the Vessel is  ready to be registered in the name of the Borrower in an Approved Ship Registry, upon  receipt of the copy of the title documents on the Delivery Date, and that the agreed form  Mortgage is pre-cleared for registration with its intended first priority against the Vessel;  b) copies of insurance policies/cover notes documenting that insurance cover has been taken  out in respect of the Vessel in accordance with Clause 23.1 (Insurance), and evidencing  that the Security Agent's (on behalf of the Finance Parties) Security Interest in the  insurance policies have been noted in accordance with the relevant notices as required  under the Security Agreement;  c) the Insurance Report, with no outstanding pre-delivery action points;   d) A copy of the Management Agreements;  e) the technical manager's current DOC;  f) each Manager's Undertaking;    g) a copy of each charterparty or other employment contract entered into in respect of the  Vessel with a term exceeding twelve (12) months; and  h)  evidence of the Market Value of the Vessel dating not more thirty (30) days prior to the  proposed Drawdown Date.  3 Miscellaneous  a) Evidence that all fees referred to in Clause 11 (Fees), and costs and expenses referred to  in 16 (Costs and expenses) that are due have or will be paid on its due date;  b) A Compliance Certificate confirming that the Obligors are in compliance with the financial  covenants as set out in Clause 21 (Financial covenants), together with the latest  consolidated financial statements of the Guarantor.  c) Evidence that all process agent appointments required by the Finance Documents have  been duly accepted;  d) Documentation evidencing all shareholder loans to any Obligor, as well as any intra-group  loans or receivables to which any Obligor is a party;  e)         If relevant, a closing memorandum agreed between the Yard, the Intermediate Buyer, the  relevant Borrower and the Agent;   f)  If relevant, an agreed wording of the conditional SWIFT;   





 






  10127241/1  103  g) If relevant, an irrevocable undertaking from the Intermediate Buyer (if relevant) and  Borrower, and their representative at closing, not to sign any document triggering release  under the MT199 SWIFT, unless they have first received the written consent of the Agent  (acting on the instruction of the Lenders).  h) If relevant, evidence that any part of the delivery instalment for the Vessel not covered by  the relevant Loan has been, or will at the latest together with the Loan be, paid by equity  to the Yard or the Intermediate Buyer (as the case may be).  i)  Any other documentation authorization, opinion or assurance reasonably required by the  Agent.  4 Legal opinions  a) A legal opinion regarding Norwegian law issued by Advokatfirmaet Thommessen AS;  b) A legal opinion regarding Bermuda law issued by Appleby (Bermuda) Limited;  c) A legal opinion regarding Marshall Islands law and New York law issued by Watson Farley &  Williams LLP;  d) A legal opinion regarding English law issued by Holman Fenwick Willan LLP;  e)  Any such other favourable legal opinions in form and substance satisfactory to the Agent  from lawyers appointed by the Agent on matters concerning all relevant jurisdictions,  including the jurisdiction of the Approved Ship Registry in which the Vessel is registered.    PART III  CONDITIONS PRECEDENT - DELIVERY DATE  a) A copy of the Builder's Certificate and/or Bill of Sale of the Vessel issued by the Yard and  the Intermediate Buyer (as applicable);   b) A copy of the Protocol of Delivery and Acceptance both between the Yard and the  Intermediate Buyer, and the Intermediate Buyer and the Borrower;  c) evidence that the Yard's warranties in respect of the Vessel have been assigned to the  Borrower;  d) evidence (by way of transcript of registry) that the Vessel is, or will be, registered in the  name of the Borrower in an Approved Ship Registry, that the Mortgage has been executed  and recorded with its intended first priority against the Vessel and that no other  encumbrances, maritime liens, mortgages or debts whatsoever are registered against the  Vessel;  e) a copy of the interim or permanent class certificate related to the Vessel from the relevant  classification society, confirming that the Vessel is classed with the highest class in  accordance with Clause 23.3 (Classification and repairs), free of overdue recommendations  and conditions;  





 






  10127241/1  104  f)  a copy of the Vessel's SMC and ISPS Certificates; and    g)  such legal opinions as may not be issued prior to the Delivery Date.                                                 





 






  10127241/1  105  SCHEDULE 3  FORM OF DRAWDOWN NOTICE    To: SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), as Agent  From: [Borrower]   Date: [***]     USD 125,000,000 TERM LOAN AND REVOLVING FACILITIES AGREEMENT DATED 29 JUNE  2020 (THE "AGREEMENT")  We refer to Clause 5.1 (Delivery of the Drawdown Notice) of the Agreement. Terms defined in the  Agreement shall have the same meaning when used in this Drawdown Notice.  a) You are hereby irrevocably notified that we wish to make the following drawdown on the  following terms:  Facility:   [Term Loan Facility][Revolving Facility]    Proposed Drawdown Date: [            ]   Principal Amount:      USD [ ]  Interest Period:  [ ]  b) The purpose of the Loan is the part financing of the Vessel and/or for our general corporate  purpose, and all proceeds shall applied accordingly.  c) The proceeds of the Loan shall be credited to [**] [insert details of account].  d) We confirm that, as of the date hereof (i) each condition specified in Clause 4 (Conditions  Precedent) of the Agreement is satisfied; (ii) each of the Repeating Representations set out  in Clause 19 (Representations and warranties) of the Agreement is true and correct; and  (iii) no event or circumstances has occurred and is continuing which constitute or may  constitute an Event of Default.  Yours sincerely  for and on behalf of   FLEX VOLUNTEER LIMITED    By: __________________________________  Name:  Title:  [authorised officer]     





 






  10127241/1  106     SCHEDULE 4  FORM OF SELECTION NOTICE      To: SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), as Agent  From: FLEX LNG Ltd.   Date: [***]    USD 125,000,000 TERM LOAN AND REVOLVING FACILITIES AGREEMENT DATED 29 JUNE  2020 (THE "AGREEMENT")  We refer to the Agreement. Terms defined in the Agreement shall have the same meaning when  used in this Selection Notice.  a) We refer to the amount outstanding under the Loan with an Interest Period ending on [**].  b) We request that the next Interest Period for the Loan is [**].  This Selection Notice is irrevocable.    Yours sincerely  for and on behalf of   FLEX LNG Ltd.    By: ______________________________  Name:  Title:  





 






  10127241/1  107  SCHEDULE 5  FORM OF COMPLIANCE CERTIFICATE    To: SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), as Agent  From: FLEX LNG Ltd.   Date: [***] [To be delivered no later than 120/60 days after each Reporting Date]  USD 125,000,000 TERM LOAN AND REVOLVING FACILITIES AGREEMENT DATED 29 JUNE  2020 (THE "AGREEMENT")  We refer to the Agreement. Terms defined in the Agreement have their defined meanings when used  in this Compliance Certificate.  1 We hereby represent and warrant that at the date of this Compliance Certificate, we are in  compliance with Clause 21 (Financial covenants), that no Event of Default has occurred  and that the Repeating Representations contained in Clause 19 (Representations and  warranties) of the Agreement are true and correct at the date hereof as if made with  respect to the facts and circumstances existing at this date.  2 Without limiting the generality of paragraph 1 above, we hereby further represent and  warrant as follows:  Equity Ratio  For the purpose of Clause 21.3 a) (Equity Ratio) we confirm as follows:  Total Assets  Total Liabilities  Equity (Total Assets less Total Liabilities)  Equity Ratio  Requirement:  Compliance:   USD [•]  USD [•]  USD [•]  [       ]:1.00  Not lower than 0.25:1.00  [Yes/No]  Working Capital  For the purpose of Clause 21.3 b) (Working Capital) we confirm as follows:  Working Capital:  Requirement:  Compliance:  USD [•]  Working Capital > 0  [Yes/No]  Liquidity  For the purpose of Clause 21.3 c) (Liquidity) we confirm as follows:  Liquidity:  of which Cash and Cash Equivalents is:    Group’s total interest bearing Financial  Indebtedness on a consolidated basis net of   Cash and Cash Equivalents.  USD [•]  USD [•]    USD [•] ("NIBD")   5% of which is USD [•]    





 






  10127241/1  108  Requirement:    Compliance:  Liquidity > Higher of (i) USD 25,000,000  and (ii) 5% of NIBD    [Yes/No]  Collateral Maintenance Test  For the purpose of Clause 7.1 (Collateral Maintenance Test) we confirm as follows:  Market Values*  Flex Volunteer    (A) Aggregate Market Value:  (B) Aggregate Loans:    Ratio (A/B):   Requirement:    Compliance:    * Evidence of Market Values attached hereto    USD [•]/[Not delivered]    USD [•]  USD [•]    [    ]%   (A/B) > 130%    [Yes/No]    3 This Compliance Certificate shall be governed by and construed in accordance with  Norwegian law.  Yours sincerely  for and on behalf of   FLEX LNG Ltd.     By: __________________________________  Name:  Title:  CFO          





 






  10127241/1  109  SCHEDULE 6  FORM OF TRANSFER CERTIFICATE    To: SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), as Agent  From: [**] (the "Existing Lender" and [**] (the "New Lender")  Date: [**]    USD 125,000,000 TERM LOAN AND REVOLVING FACILITIES AGREEMENT DATED 29 JUNE  2020 (THE "AGREEMENT")  We refer to the Agreement. Terms defined in the Agreement have the same meaning in this Transfer  Certificate unless given a different meaning in this Transfer Certificate.  With reference to Clause 25 (Changes to the Parties):  a) The Existing Lender, in its capacity as Lender under the Agreement, confirms that it  participates with [  ] per cent of the Total Commitments.  b) The Existing Lender hereby transfers to the New Lender [ ] per cent of the Total  Commitments as specified in the Schedule hereto, and of the equivalent rights and interest  in all Finance Documents, and the New Lender hereby accepts such transfer from the  Existing Lender in accordance with the terms set out herein and Clause 25 (Changes to the  Parties) of the Agreement and assumes the same obligations to the other Finance Parties  as it would have been under if it was an original Lender.  c) The proposed Transfer Date is [ ], as from which date the Transfer of such portion of  the Total Commitments shall take full legal effect.   d) The New Lender confirms that it has received a copy of the Agreement, together with such  other information as it has required in connection with this transaction. The New Lender  expressly acknowledges and agrees to the limitations on the Existing Lender's  responsibility set out in Clause 25.3 (Limitations of responsibility of Existing Lenders) of the  Agreement.  e) The New Lender hereby undertakes to the Existing Lender and the Borrower that it will  perform in accordance with the terms and conditions of the Agreement all those obligations  which will be assumed by it upon execution of this Transfer Certificate.  f) The address, telefax number and attention details for notices, as well as the account  details of the New Lender, are set out in the Schedule.   g) This Transfer Certificate is governed by Norwegian law, with Oslo City Court (Oslo tingrett)  as legal venue.     





 






  10127241/1  110  The Schedule  Commitments/rights and obligations to be transferred  I Existing Lender: [    ]      II New Lender: [    ]      III Total Commitments of Existing Lender: USD [     ]      IV Aggregate amount transferred: USD [     ]      V Total Commitments of New Lender USD [    ]      VI Transfer Date: [     ]    Administrative Details / Payment Instructions of New Lender  Notices to New Lender:   [               ]   [               ]  Att: [               ]  Fax no:  + [                  ]  [Insert relevant office address, telefax number and attention details for notices and payments to the  New Lender]  Account details of New Lender: [Insert relevant account details of the New Lender]    Existing Lender:     New Lender:  [**]      [**]  By: __________________________________ By: ________________________________  Name:      Name:  Title:      Title:  This Transfer Certificate is accepted and agreed by the Agent and the Transfer Date is confirmed as  [  ].  Agent:        SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)       By: __________________________________   Name:        Title:  





 






  10127241/1  111  SCHEDULE 7  VESSEL  Vessel name Owner IMO No.  FLEX VOLUNTEER FLEX VOLUNTEER LIMITED 9862463                                                





 






10127241/1 112  SCHEDULE 8  REPAYMENT SCHEDULE  (USD)   TL  RCF  Total  Date  repayment  outstanding repayment  outstanding  repayment  outstanding  Drawdown date   100 000 000   25 000 000   125 000 000  1st Repayment date   1 562500  98 437 500  -   25 000 000   1 562 500   123 437 500  2nd Repayment date   1 562 500  96 875 000  -   25 000 000   1 562 500   121 875 000  3rd Repayment date   1 562 500  95 312 500  -   25 000 000   1 562 500   120 312 500  4th Repayment date   1 562 500  93 750 000  -   25 000 000   1 562 500   118 750 000  5th Repayment date   1 562 500  92 187 500  -   25 000 000   1 562 500   117 187 500  6th Repayment date   1 562 500  90 625 000  -   25 000 000   1 562 500   115 625 000  7th Repayment date   1 562 500  89 062 500  -   25 000 000   1 562 500   114 062 500  8th Repayment date   1 562 500  87 500 000  -   25 000 000   1 562 500   112 500 000  9th Repayment date   1 562 500  85 937 500  -   25 000 000   1 562 500   110 937 500  10th Repayment date   1 562 500  84 375 000  -   25 000 000   1 562 500   109 375 000  11th Repayment date   1 562 500  82 812 500  -   25 000 000   1 562 500   107 812 500  12th Repayment date   1 562 500  81 250 000  -   25 000 000   1 562 500   106 250 000  13th Repayment date   1 562 500  79 687 500  -   25 000 000   1 562 500   104 687 500  14th Repayment date   1 562 500  78 125 000  -   25 000 000   1 562 500   103 125 000  15th Repayment date   1 562 500  76 562 500  -   25 000 000   1 562 500   101 562 500  16th Repayment date   1 562 500  75 000 000  -   25 000 000   1 562 500   100 000 000  17th Repayment date   1 562 500  73 437 500  -   25 000 000   1 562 500  98 437 500  18th Repayment date   1 562 500  71 875 000  -   25 000 000   1 562 500  96 875 000  19th Repayment date   1 562 500  70 312 500  -   25 000 000   1 562 500  95 312 500  20th Repayment date   1 562 500  68 750 000  -   25 000 000   1 562 500  93 750 000  





 






  SIGNATORIES  Borrower:  FLEX VOLUNTEER LIMITED  Name: Kristian Wangsfjord  Title: Attorney-in-Fact  Guarantor and Intermediate Parent:  FLEX LNG FLEET LIMITED  Name: Kristian Wangsfjord  Title: Attorney-in-Fact  Agent:  SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)  By:-------------­ Name:  Title:  By:-------------­ Name:  Title:  Arranger:  SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)  By:-------------­ Name:  Title:  10127241/1  Guarantor and Ultimate Parent:  FLEX LNG LTD.  By:;; c:t;z.z;;;;:2  Name: Kristian Wangsfjord  Title: Attorney-in-Fact  Security Agent:  SKANDINAVISKA ENSKILDA BANKEN AB (PUBL  By:-------------­ Name:  Title:  By:------------­ Name:  Title:  Lender:  SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)  By:-------------­ Name:  Title:  113  





 






SIGNATORIES  Borrower:  FLEX VOLUNTEER LIMITED  By:-- ------- --- Name:  Title:  Guarantor and Intermediate Parent: Guarantor and Ultimate Parent:  FLEX LNG FLEET LIMITED FLEX LNG LTD.  By:-------------- By:--- ---------- Name: Name:  Title: Title:  Agent: Security Agent:  SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) SKANDINAVISKA ENSKILDA BANKEN AB (PUBL  By:_....,.c...._..,_.,&+--+-+-�'-----­ By: ---"---1-.,,L+.,.q_-,£------"<---,L.-----­ Name: Name:  Title: Title:  By: ___ --+-,,'-----,'-,'--1----,£.----- Name:  Title:  Arranger: Lender:  SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)  By: �.L--�.L---'-.JL-..P:::..------=.:=-,�---­ By: __ ---+"--/-,li<---,,�---+----­ Name: Name:  Title: Title:  10127241/1 113  





 






Arranger:  NORDEA BANK ABP, FILIAL I NORGE  By: -.,<-------p--.....,.,.---,1'-----­ Name:  Title:  Arranger:  Ni o isje  Attorney-in-fact  CITIGROUP GLOBAL MARKETS LIMITED  By:------------­ Name:  Title:  Hedge Provider:  SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)  By: -"---r,.-"---c-;;,"'---;,ff?"'-----,,......._- -­ Name:  Title:  10127241/1    Lender:  NORDEA BANK ABP, FILIAL I N Name:  Title:  Lender:  CITIBANK N.A., LONDON BRANCH  By:------------- Name:  Title:  Hedge Provider:  NORDEA BANK ABP  Name:  Title:  114  





 






  Arranger:  Lender:  NORDEA BANK ABP, FILIAL I NORGE NORDEA BANK ABP, FILIAL I NORGE  By:  By:  Name: Name:  Title: Title:  Arranger:  Lender:  CITIGROUP GLOBAL MARKETS LIMITED CITIBANK N.A., LONDON BRANCH  By:  By:  Name: Name:  Title: Title:  Hedge Provider: Hedge Provider:  SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) NORDEA BANK ABP  By:  By:  Name: Name:  Title: Title: