tnk2019ex423pdfversionup






       Execution version            US$532,800,000 Secured Revolving Credit Facility Agreement     Dated 28 January 2020     (1)      Teekay Tankers Ltd.            (as Borrower)    (2)      The Financial Institutions listed in Schedule 1, Part I            (as Lenders)    (3)      The Financial Institutions listed in Schedule 1, Part III            (as Mandated Lead Arrangers)    (4)      The Financial Institutions listed in Schedule 1, Part IV            (as Bookrunners)     (5)      Nordea Bank Abp, New York Branch            (as Coordinator)    (6)      The Financial Institutions listed in Schedule 1, Part II            (as Swap Providers)    (7)      Nordea Bank Abp, New York Branch            (as Agent)    (8)       Skandinaviska Enskilda Banken AB (publ)               (Co-Arranger)                                                                                                                              





 






    Contents                                                                                                Page   1              Definitions and Interpretation .................................................................. 1   2              The Loan and its Purposes ...................................................................... 24   3              Conditions of Utilisation ......................................................................... 26   4              Advance .............................................................................................. 27   5              Repayment .......................................................................................... 28   6              Prepayment ......................................................................................... 28   7              Interest ............................................................................................... 32   8              Indemnities .......................................................................................... 34   9              Fees .................................................................................................... 42   10             Security and Application of Moneys .......................................................... 43   11             Representations and Warranties .............................................................. 45   12             Undertakings and Covenants .................................................................. 50   13             Events of Default .................................................................................. 59   14             Assignment and Sub-Participation ........................................................... 63   15             The Agent and the Lenders ..................................................................... 67   16             Set-Off ................................................................................................ 80   17             Payments ............................................................................................ 80   18             Notices ................................................................................................ 83   19             Partial Invalidity ................................................................................... 84   20             Remedies and Waivers ........................................................................... 84   21             Miscellaneous ....................................................................................... 84   22             Confidentiality ...................................................................................... 86   23             Law and Jurisdiction .............................................................................. 89   24             PATRIOT Act Notice ............................................................................... 89   Schedule 1                      Part I The Lenders and the Commitments ................................................. 91                 Part II The Swap Providers ..................................................................... 99                 Part III MLAs ...................................................................................... 103                 Part IV Bookrunners ............................................................................ 110    LONLIVE\37980466.10                   





 






    Schedule 2     Conditions Precedent and Subsequent .................................................... 114                 Part I: Conditions precedent to service of Drawdown Notice ...................... 114                 Part II(A): Conditions precedent to First Drawdown Date .......................... 116                 Part II(B): Conditions precedent to subsequent Drawdown Dates ............... 120                 Part III: Conditions subsequent to First Drawdown Date ........................... 121                 Part IV: Conditions precedent to a Vessel Replacement Date ..................... 122                 Part V: Conditions subsequent to Vessel Replacement Date ....................... 125                 Part VI: Conditions precedent to an Upsize Amount Drawdown Date ........... 126                 Part VII: Conditions subsequent to an Upsize Amount Drawdown Date ....... 129   Schedule 3     The Collateral Vessels .......................................................................... 130   Schedule 4     Form of Drawdown Notice .................................................................... 132   Schedule 5     Form of Transfer Certificate .................................................................. 133   Schedule 6     Form of Compliance Certificate ............................................................. 136   Schedule 7     Reduction Schedule ............................................................................. 138   Schedule 8     Form of Upsize Notice .......................................................................... 149                                                                                          LONLIVE\37980466.10   





 






    Loan Agreement   Dated 28 January 2020   Between:   (1)      Teekay Tankers Ltd., a corporation existing under the laws of the Republic of the           Marshall Islands whose registered address is at The Trust Company Complex, Ajeltake           Island, Majuro, the Marshall Islands, MH96960 (the "Borrower"); and   (2)      The  Banks,  Financial  Institutions  and  other  Institutional  Lenders     listed  in           Schedule 1, Part I, each acting through its office at the address indicated against its           name in Schedule 1, Part I (together the "Lenders" and each a "Lender"); and   (3)      The  Financial  Institutions  listed  in  Schedule  1,  Part  III  as  mandated  lead           arrangers (in that capacity the "MLAs" and each an "MLA"); and    (4)      The Financial Institutions listed in Schedule 1, Part IV as bookrunners (in that           capacity the "Bookrunners" and each a "Bookrunner"); and   (5)      Nordea Bank Abp, New York Branch acting through its office at         1211 Avenue of           the Americas, 23rd Floor, New York, NY 10036, United States of America as coordinator           (in that capacity the "Coordinator"); and   (6)      The Banks listed in Schedule 1, Part II, each acting through its office at the address           indicated  against  its  name  in Schedule  1,  Part  II  as  swap  providers  (the  "Swap           Providers" and each a "Swap Provider"); and   (7)      Nordea Bank Abp, New York Branch acting as agent and security trustee through           its  office  at 1211  Avenue  of  the  Americas, 23rd Floor, New  York,  NY 10036,  United           States of America (in those capacities the "Agent"); and   (8)      Skandinaviska  Enskilda  Banken  AB  (publ)           acting  through  its  office  at           Kungsträdgårdsgatan  8,  SE-10640  Stockholm,  Sweden  as  co-arranger  (the  “Co-          Arranger”).    Whereas:   Each of the Lenders has agreed to advance to the Borrower its Commitment (aggregating, with  all the other Commitments, a revolving credit facility of up to five hundred and thirty two million  eight hundred thousand Dollars ($532,800,000) as increased from time to time pursuant to the  provisions of Clause 2.1.2) to assist the Borrower and the Collateral Owners (i) to refinance the  Existing  Indebtedness,  (ii) to refinance  certain  other  existing  indebtedness  of  the  Borrower  Group, (iii) to finance the purchase of vessels and (iv) with their general corporate and working  capital requirements.   It is agreed as follows:   1        Definitions and Interpretation   1.1      In this Agreement:            "Acceptable Bank" means a bank or financial institution which has a rating for its           long-term  unsecured and non-credit-enhanced debt originations of A+ or higher by   LONLIVE\37980466.10                                                                        Page 1                                                                                                  





 






             Standard & Poor's Ranking Services or Fitch Ratings Ltd or A1 or higher by Moody's           Investors Services Limited or a comparable rating from an internationally recognised           credit rating agency.            "Account Holder" means Nordea Bank Abp, New York Branch acting through its office           at 1211 Avenue of the Americas, 23rd    Floor, New York, NY 10036, United States of           America or any  other bank  or financial institution which at any  time, with the prior           written consent of the Lenders, holds the Earnings Account.             "Account  Security  Deed"  means  the  account  security  deed  referred to  in  Clause           10.1.5.            "Accounts" means, in relation to the Borrower, the consolidated financial accounts of           the  Borrower,  to  be  provided  to  the  Agent  pursuant  to  Clause 12.1.1 and  Clause           12.1.4.            "Additional   Collateral  Owner"  means  any  member  of  the  Borrower    Group  that           purchases or already owns an Additional Collateral Vessel.            "Additional Collateral Vessel" means any vessel delivered no earlier than 2008, of           a  type  and  value  acceptable  to  the  Lenders and either to  be  purchased or  already           owned by a member of the Borrower Group (which will become an Additional Collateral           Owner) in respect of which an Upsize Amount is requested by the Borrower, each of           which  shall  be  designated  a  Collateral  Vessel  with  effect  from  the  relevant  Upsize           Trigger Date and together the “Additional Collateral Vessels”.            "Administration" has the meaning given to it in paragraph 1.1.3 of the ISM Code.            "Affiliate" means, in relation to any person, a Subsidiary of that person, a Holding           Company of that person or any other Subsidiary of that Holding Company.            "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,  Clarkson  Platou, Simpson  Spence  &           Young Shipbrokers Ltd and Braemar ACM Valuations Limited or such other reputable           and independent consultancy or ship broker firm approved by the Agent.            "Approved  Managers"  means  (i)  the  Commercial  Manager  and  (ii)  the  Technical           Manager.            "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.            "Assignments" means all the forms of assignment (if relevant) referred to in Clause           10.1.2 and "Assignment" means any one of them.            "Authorisation"   means  an  authorisation,  consent,  approval,  resolution,  licence,           exemption, filing, notarisation or registration.            "Available Credit Lines" means any undrawn committed revolving credit lines, other           than  committed  revolving  credit  lines  with  less  than  six  (6)  months  to  maturity,           available  to  be  drawn  by  any  member  of  the  Borrower  Group,  as  reflected  in  the    LONLIVE\37980466.10                                                                        Page 2                                                                                                  





 






             Borrower's most recent quarterly management accounts forming part of the Borrower's           Accounts;            "Available Loan Amount" means, in respect of each Collateral Vessel, that part of           the Loan set out in Schedule 7 available for drawing in respect of that Collateral Vessel           at any one time.            "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  BRRD,  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.            "Borrower Group" means the Borrower and each of its Subsidiaries.            "Break  Costs"  means  all  sums  payable  by  the  Borrower  from  time  to  time  under           Clause 8.3.            "Business  Day"  means  a  day  on  which  banks  are  open  for  business  of  a  nature           contemplated by   this Agreement (and not authorised by law to close) in New York,           London, Stockholm, Paris, Singapore, Frankfurt and Oslo.            "Change of Control" means:            (a)      in relation to the Borrower, where any person or any two or more persons                    acting together (excluding any  member of the Teekay  Group) acquires the                    right  or  ability  to  control,  either  directly  or  indirectly,  the  affairs  or  the                    composition of the majority of the board of directors (or equivalent thereof)                    of the Borrower; and            (b)      in relation to any other Security Party, where there is a change in the legal or                    beneficial ownership of any such company from that previously advised to the                    Agent (other than where such company remains owned by members of the                    Borrower Group or the Teekay Group),             in  each  case  unless  the  Borrower  has  requested  the  prior  consent  of  the  Majority           Lenders  to  a  change  of  control  and  the  Majority  Lenders  have  consented  to  such           request within thirty (30) days of such request being made.            "Charged Property" means all of the assets of the Security Parties which from time           to time are, or are expressed to be, the subject of the Security Documents.            "Charter" means any time charter or other contract of employment in respect of a           Collateral Vessel, whether or not already in existence, which is for a period, in excess           of, or capable of exceeding, thirty six (36) months entered into between a Collateral           Owner and a Charterer.    LONLIVE\37980466.10                                                                        Page 3                                                                                                  





 






             "Charter Rights" means all rights and benefits accruing to a Collateral Owner under           or pursuant to any relevant Charter and not forming part of the Earnings.            "Charterer" means any entity that is a charterer under a Charter.            "Code" means the US Internal Revenue Code of 1986.            “Collateral Owners” means:            (a)      each company (being a direct or indirect Subsidiary of the Borrower) shown                    as an owner of a Collateral Vessel in Schedule 3;            (b)      following any Upsize Trigger Date, any Additional Collateral Owner; and            (c)      following a Collateral Substitution, any Replacement Vessel Owner,            in each case whilst such company remains party to any Security Documents (each a           “Collateral Owner”).            "Collateral  Substitution"  means    the  replacement  of  a  Collateral  Vessel  by  a           Replacement Vessel in accordance with Clause 6.4.2 and Clause 6.5.2.             “Collateral Vessels” means:            (a)      the vessels listed in Schedule 3;           (b)      following any Upsize Trigger Date, any Additional Collateral Vessel; and           (c)      following a Collateral Substitution, any Replacement Vessel,             in each case whilst such vessel is (or is about to be) subject to a Mortgage or other           Security Documents (each a “Collateral Vessel”).            "Collateral Vessel Tranche" means, in relation to each Collateral Vessel, that part of           the  Loan,  up  to  the  Maximum  Amount  for  that  Collateral  Vessel Tranche,  to  be           advanced to the Borrower, or when the context permits, the amount of the Collateral           Vessel  Tranche  advanced  and  for  the  time  being  outstanding,  and  together  the           "Collateral Vessel Tranches".            "Commercial Manager" means (i) the Borrower, (ii) Teekay, (iii) any other member           of the Borrower  Group or the  Teekay  Group or (iv) any  other commercial manager           approved by the Lenders (such approval not to be unreasonably withheld).            "Commitment" means, in relation to each Lender, the aggregate amount of the Loan           which that Lender agrees to advance to the Borrower as its several liability as indicated           against  the  name  of  that  Lender  in Schedule  1,  Part  I and/or,  where  the  context           permits,  the  amount of  the Loan advanced  by  that  Lender  and,  to  the  extent  not           cancelled   or  reduced    under   this  Agreement,    remaining    outstanding   and           "Commitments" means more than one of them.            "Commitment Commission" means the commitment commission to be paid by the           Borrower to the Agent on behalf of the Lenders pursuant to Clause 9.            "Compliance  Certificate"  means  a  certificate  substantially  in  the  form  set  out  in           Schedule 6.    LONLIVE\37980466.10                                                                        Page 4                                                                                                  





 






             "Confidential Information" means all information relating to any Security Party, any           other member of the Borrower Group, the Finance Documents or the Loan of which a           Finance  Party  becomes  aware  in  its  capacity  as,  or for  the  purpose  of  becoming,  a           Finance Party 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 Loan from either:            (a)      any Security Party, any other member of the Borrower Group or any of its                    advisers; or            (b)      another Finance Party, if the information was obtained by that Finance Party                    directly  or indirectly from  any  Security Party,  any  other  member  of  the                    Borrower Group or any of its advisers,            in whatever form, and includes information given orally and any document, electronic           file  or  any  other  way  of  representing  or  recording  information  which  contains  or  is           derived or copied from such information but excludes information that:            (i)      is or becomes public information other than as a direct or indirect result of                    any breach by that Finance Party of Clause 22; or            (ii)     is  identified  in  writing  at the  time  of  delivery  as  non-confidential  by  any                    Security  Party,  any other member  of  the  Borrower  Group  or  any  of  its                    advisers; or            (iii)    is known by that Finance Party before the date the information is disclosed to                    it in accordance with (a) or (b) 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 any Security Party or any other member of the      Borrower                    Group and which, in either case, as far as that Finance Party is aware,  has                    not been obtained in breach of, and is not otherwise subject to, any obligation                    of confidentiality.            "Confidentiality Undertaking" means a confidentiality undertaking substantially in           a recommended form of the Loan Market Association at the relevant time.            "Confirmation"  means  a  Confirmation  exchanged  or  deemed  to  be  exchanged           between a Swap Provider and the Borrower as contemplated by a Master Agreement.            "Credit  Support  Document"  means  any  document  described  as  such  in  a  Master           Agreement and any other document referred to in any such document which has the           effect of creating security in favour of any of the Swap Providers.            "Credit Support Provider" means any person (other than the Borrower) described           as such in a Credit Support Document.            "Currency of Account" means, in relation to any payment to be made to a Finance           Party under a Finance Document, the currency in which that payment is required to be           made by the terms of that Finance Document.            "Deeds of Covenants" means the deeds of covenants referred to in Clause 10.1.1, if           relevant, and "Deed of Covenant" means any one of them.            "Default" means an Event of Default or any event or circumstance specified in Clause           13.1 which would (with the expiry of a grace period, the giving of notice, the making   LONLIVE\37980466.10                                                                        Page 5                                                                                                  





 






             of any determination under the Finance Documents or any combination of any of the           foregoing) be an Event of Default.            "Defaulting Lender" means any Lender:            (a)      which  has  failed  to make  its  participation  in a  Drawing  available  (or  has                    notified the Agent or the Borrower (which has notified the Agent) that it will                    not make its participation in a Drawing available) by the relevant Drawdown                    Date in accordance with Clause 4.2; or            (b)      which has otherwise rescinded or repudiated a Finance Document; or            (c)      with respect to which an Insolvency Event has occurred and is continuing,            unless, in the case of (a):            (i)      its failure to pay is caused by:                     (A)      administrative or technical error; or                     (B)      a Disruption Event; and                     payment is made within three (3) Business Days of its due date; or            (ii)     the  Lender  is  disputing  in  good  faith  whether  it  is  contractually  obliged  to                    make the payment in question.            "Disruption Event" means either or both of:            (a)      a  material  disruption  to  those  payment  or  communications  systems  or  to                    those financial markets which are, in each case, required to operate in order                    for payments to be made in connection with the Loan (or otherwise in order                    for the transactions contemplated by the Finance Documents  to be carried                    out) which disruption is not caused by, and is beyond the control of, any of                    the Parties; or            (b)      the occurrence of any other event which results in a disruption (of a technical                    or systems-related nature) to the treasury or payments operations of a Party                    preventing that, or any other Party:                     (i)      from  performing  its  payment  obligations  under  the  Finance                             Documents; or                     (ii)     from communicating with other Parties in accordance with the terms                             of the Finance Documents,            and which (in either such case) is not caused by, and is beyond the control of, the           Party whose operations are disrupted.            "Dollars", "US$" and "$" each means available and freely transferable and convertible           funds in lawful currency of the United States of America.            "Drawdown Date" means the date on which a Drawing is advanced under Clause 4.1.            "Drawdown Notice" means a notice substantially in the form set out in Schedule 4.    LONLIVE\37980466.10                                                                        Page 6                                                                                                  





 






             "Drawing"  means    any  one  amount  advanced  or  to  be  advanced  pursuant  to  a           Drawdown  Notice   or, where the context permits, the amount advanced and for the           time being outstanding and “Drawings” means more than one of them.            "EEA Member Country" means any member state of the European Union, Iceland,           Liechtenstein and Norway.            "Earnings"  means  all  hires,  freights,  pool  income  and  other  sums  payable  to  the           account  of  a  Collateral  Owner  in  respect  of  a Collateral  Vessel  including  (without           limitation) all remuneration for salvage and towage services, demurrage and detention           moneys, contributions in general average, compensation in respect of any requisition           for hire, and damages and other payments (whether awarded by any court or arbitral           tribunal  or  by  agreement  or  otherwise)  for  breach,  termination  or  variation  of  any           contract for the operation, employment or use of a Collateral Vessel.            "Earnings Account" means the bank account opened in the name of the          Borrower           with the Account Holder and designated "TNK – Earnings Account".            "Encumbrance"  means  a  mortgage,  charge,  assignment,  pledge,  lien,  or  other           security  interest  securing  any  obligation  of  any  person  or  any  other  agreement  or           arrangement having a similar effect.            "Environmental Approvals" means any present or future permit, licence, approval,           ruling,  variance,  exemption  or  other  authorisation  required  under  the  applicable           Environmental Laws.            "Environmental  Claim"  means  any  and  all  enforcement,  clean-up,  removal,           administrative,  governmental,  regulatory  or  judicial  actions,  orders,  demands  or           investigations  instituted  or  completed  pursuant  to  any  Environmental  Laws  or           Environmental Approvals.            "Environmental Incident" means:            (a)      any release, emission, spill or discharge from a Collateral Vessel or into or                    upon  the  air,  sea, land  or  soils  (including  the  seabed)  or  surface  water  of                    Environmentally Sensitive Material within or from a Collateral Vessel; or            (b)      any incident in which Environmentally Sensitive Material is released, emitted,                    spilled  or  discharged  into  or  upon  the  air,  sea,  land  or  soils  (including  the                    seabed)  or  surface  water  from  a  vessel  other  than  a  Collateral  Vessel  and                    which involves a collision between a Collateral Vessel and such other vessel                    or some other incident of navigation or operation, in either case, in connection                    with which a Collateral Vessel is actually or potentially liable to be arrested,                    attached, detained or injuncted and/or a Collateral Vessel and/or any Security                    Party  and/or  any  operator  or  manager  of  a  Collateral  Vessel  is  at  fault  or                    allegedly at fault or otherwise liable to any legal or administrative action; or            (c)      any  other  incident  in  which  Environmentally  Sensitive  Material  is  released,                    emitted, spilled or discharged into or upon the air, sea, land or soils (including                    the seabed) or surface water otherwise than from a Collateral Vessel and in                    connection with which a Collateral Vessel is actually or potentially liable to be                    arrested and/or where any Security Party and/or any operator or manager of                    a Collateral Vessel is at fault or allegedly at fault or otherwise liable to any   LONLIVE\37980466.10                                                                        Page 7                                                                                                  





 






                      legal or administrative action, other than in accordance with an Environmental                    Approval.            "Environmental Laws" means any present and future laws, regulations, treaties and           conventions of any applicable jurisdiction which:            (a)      have as a purpose or effect the protection of, and/or prevention of harm or                    damage to, the environment;            (b)      relate  to  the  carriage  of  Environmentally  Sensitive  Material  or  to  actual  or                    threatened releases of Environmentally Sensitive Material;            (c)      provide remedies or compensation for harm or damage to the environment;                    or            (d)      relate to Environmentally Sensitive Materials or health or safety matters.            "Environmentally Sensitive Material" means        (i) oil and oil products and (ii)  any           other  waste,  pollutant,  contaminant  or  other  substance  (including  any  liquid,  solid,           gas, ion, living organism or noise) that may be harmful to human health or other life           or the environment or a nuisance to any  person or that may  make  the enjoyment,           ownership or other territorial control of any  affected land, property  or waters more           costly for such person to a material degree.            "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 of the events or circumstances set out in Clause 13.1.            "Execution Date" means the date on which this Agreement is executed by each of           the parties hereto.            "Existing  Indebtedness" means the aggregate amount        advanced and outstanding           under the Existing Loan Agreements.            "Existing Loan Agreements" means:            (a)      the $894,375,000 secured term loan and revolving credit facility agreement                    dated 8 January 2016 made between (1) Teekay Tankers Ltd. as borrower,                    (2)  the  banks,  financial  institutions  and  other  institutional  lenders  listed  in                    Schedule 1, Part I thereto as lenders, (3)  the financial institutions listed in                    Schedule  1,  Part  III  thereto as  mandated  lead  arrangers,  (4) the  financial                    institutions listed in Schedule 1, Part IV thereto as bookrunners, (5) Nordea                    Bank Abp, New York Branch (formerly known as Nordea Bank AB (publ), New                    York Branch and Nordea Bank Finland plc, New York Branch) and ABN AMRO                    Capital USA LLC as coordinators, (6) the banks listed in Schedule 1, Part II                    thereto  as  swap  providers  and  (7)  Nordea  Bank  Abp,  New  York  Branch                    (formerly  known  as  Nordea  Bank  AB  (publ),  New  York  Branch  and  Nordea                    Bank Finland plc, New York Branch) as agent and security trustee;             (b)      the  $270,000,000    secured   revolving  credit  facility  agreement  dated                    18 December 2017 made between (1) Teekay Tankers Ltd. as borrower, (2)                    the  banks,  financial  institutions  and  other  institutional  lenders  listed  in                    Schedule 1, Part I thereto as lenders,  (3) the financial institutions listed in   LONLIVE\37980466.10                                                                        Page 8                                                                                                  





 






                      Schedule  1,  Part  III  thereto as  mandated  lead  arrangers,  (4) the  financial                    institutions listed in Schedule 1, Part IV thereto as bookrunners, (5) the banks                    listed in Schedule 1, Part II thereto as swap providers, (6) Nordea Bank Abp,                    New  York  Branch  (formerly  known  as  Nordea  Bank  AB  (publ),  New  York                    Branch) as agent and security trustee and (7) the banks listed in Schedule 1,                    Part V thereto as co-arrangers; and            (c)      the $255,528,228.43 senior loan and $80,000,000 junior     loan secured loan                    agreement dated 15 December 2006 (as amended and supplemented from                    time  to  time)  made  between  (1)  Summit  Spirit  L.L.C.  (formerly  known  as                    Great East Hull No. 1717 L.L.C.) and Zenith Spirit L.L.C. (formerly known as                    Great East Hull No.1718 L.L.C.) as joint and several borrowers, (2) the banks                    listed in Schedule 1, Part 1 thereto as senior lenders, (3) the banks listed in                    Schedule 1, Part 2 thereto as junior lenders, (4) Credit Agricole Corporate and                    Investment  Bank  (formerly  known as Calyon)  as agent,  (5) Credit Agricole                    Corporate  and  Investment  Bank  (formerly  known  as  Calyon)  as  security                    trustee, (6) Credit Agricole Corporate and Investment Bank (formerly known                    as Calyon) as swap provider and (7) Credit Agricole Corporate and Investment                    Bank (formerly known as Calyon) as KEIC agent.            "Facility Office" means:            (a)      in respect of a Lender, the office or offices notified by that Lender to the Agent                    in writing on or before the date it becomes a Lender (or, following that date,                    by not less than five (5) Business Days' written notice) as the office or offices                    through which it will perform its obligations under this Agreement; or             (b)      in respect of any other Finance Party, the office in the jurisdiction in which it                    is resident for tax purposes.            "Facility Period" means the period beginning on the Execution Date and ending on           the date when the whole of the Indebtedness has been repaid in full, all Commitments           have been terminated and the Security Parties have ceased to be under any further           actual  or  contingent  liability  to  the  Finance  Parties  under  or  in  connection  with  the           Finance Documents.            "Fair Market Value" means the average of two (2) Valuations of the fair market value           of  a  Collateral  Vessel  obtained  from  two  (2)  Approved  Brokers.  If  such  Valuations           differ by a margin of more than ten per cent (10%) then a further Valuation shall be           obtained from a third Approved Broker appointed by the Agent in consultation with the           Borrower on the same basis and the fair market value of that Collateral Vessel shall be           the average of all three (3) Valuations.            "FATCA" means:            (a)      sections 1471 to 1474 of the Code or any associated regulations;            (b)      any  treaty,  law,  regulation  or  other  official  guidance  enacted  in  any  other                    jurisdiction, or relating to an intergovernmental agreement between the US                    and  any  other  jurisdiction,  which  (in  either  case)  facilitates  the                    implementation of paragraph (a) above; or    LONLIVE\37980466.10                                                                        Page 9                                                                                                  





 






             (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; or            (b)      in  relation  to  a  "passthru  payment" described  in  section  1471(d)(7)  of  the                    Code  not  falling  within  paragraph (a) above, the  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.            "FATCA FFI" means a foreign financial institution as defined in section 1471(d)(4) of           the Code which, if any Finance Party is not a FATCA Exempt Party, could be required           to make a FATCA Deduction.            "Fee Letter" means any letter or letters dated on or about the date of this Agreement           between the Agent and the Borrower (or the MLAs and the Borrower) setting out any           fees referred to in Clause 9.            "Final Availability Date" means any date up to, but not including, the Maturity Date.            "Finance Documents" means this Agreement, the Master Agreements, the Security           Documents,  the  Fee  Letter,  any  Transfer  Certificate  and  any  other  document           designated as such by the Agent and the Borrower and "Finance Document" means           any one of them.            "Finance Parties" means the Agent, the MLAs, the Bookrunners, the Coordinator, the           Swap Providers, the Co-Arranger    and the Lenders and "Finance Party" means any           one of them.            "Financial Indebtedness" means any indebtedness for or in respect of:            (a)      moneys borrowed;            (b)      any acceptance credit;            (c)      any bond, note, debenture, loan stock or other similar instrument;            (d)      any redeemable preference share to the extent such shares can be redeemed                    before the Maturity Date;            (e)      any finance or capital lease;            (f)      receivables sold or discounted (otherwise than on a non-recourse basis);   LONLIVE\37980466.10                                                                       Page 10                                                                                                  





 






             (g)      any derivative transaction protecting against or benefiting from fluctuations                    in any  rate or price (and, except for non-payment of an amount, the then                    mark to market value of the derivative transaction will be used to calculate                    its amount);            (h)      any  other  transaction  (including  any  forward  sale  or  purchase  agreement)                    which has the commercial effect of a borrowing;            (i)      any  counter-indemnity  obligation  in  respect  of  any  guarantee,  indemnity,                    bond, letter of credit or any other instrument issued by a bank or financial                    institution; or            (j)      any guarantee, indemnity or similar assurance against financial loss of any                    person in respect of any item referred to in paragraphs (a) to (i) above.            "First Drawdown Date" means the date on which the first Drawing is advanced under           Clause 4.            "Free Liquidity" means cash, cash equivalents and marketable securities of maturities           less  than  one  (1)  year  to  which  members  of  the  Borrower  Group  shall  have  free,           immediate and direct access each as reflected in the Borrower's most recent quarterly           management accounts forming part of the Borrower's Accounts.            "GAAP"  means  generally  acceptable  accounting  principles  in  the  United  States  of           America.            "Guarantee" means the guarantee and indemnity of each Collateral Owner        and the           Pledgor referred to in Clause 10.1.3.            "Holding Company" means, in relation to any entity, any other entity in respect of           which it is a Subsidiary.            "IAPPC" means a valid international air pollution prevention certificate for a Collateral           Vessel issued under Annex VI.            "Impaired Agent" means the Agent at any time when:            (a)      it has failed to make (or has notified a Party that it will not make) a payment                    required to be made by it under the Finance Documents by the due date for                    payment;            (b)      the Agent otherwise rescinds or repudiates a Finance Document;            (c)      (if the Agent is also a Lender) it is a Defaulting Lender under (a) or (b) of the                    definition of "Defaulting Lender"; or            (d)      an Insolvency Event has occurred and is continuing with respect to the Agent;            unless, in the case of (a):            (i)      its failure to pay is caused by:                     (A)      administrative or technical error; or                     (B)      a Disruption Event; and    LONLIVE\37980466.10                                                                       Page 11                                                                                                  





 






                      payment is made within three (3) Business Days of its due date; or            (ii)     the Agent is disputing in good faith whether it is contractually obliged to make                    the payment in question.            "Indebtedness" means the aggregate from time to time of: the amount of the Loan           Outstanding; all accrued and unpaid interest on the Loan; and all other sums of any           nature (together with all accrued  and  unpaid interest on any  of those sums) which           from time to time may be payable by the Borrower to any of the Finance Parties under           all or any of the Finance Documents.            “Initial Maximum Amount” means, as at the First Drawdown Date:            (a)      in relation to a Collateral Vessel Tranche, the amount set out in Schedule 3                    for the relevant Collateral Vessel;            (b)      in relation to the Loan as a whole, the lesser of (i) an amount of five hundred                    and thirty two million eight hundred thousand Dollars ($532,800,000) and (ii)                    an amount equal to sixty per cent (60%) of the aggregate Fair Market Value                    of the Collateral Vessels calculated on or before the First Drawdown Date on                    the basis of Valuations issued no earlier than seventy five (75) days prior to                    the First Drawdown Date.            "Insolvency Event" in relation to an entity means that the entity:            (a)      is  dissolved  (other  than  pursuant  to  a  consolidation,  amalgamation  or                    merger);            (b)      becomes insolvent or is unable to pay its debts or fails or admits in writing its                    inability generally to pay its debts as they become due and, in each case,  as                    regards  a  Finance  Party that  Finance  Party  is  under  a  public insolvency,                    bankruptcy  or  governmental  proceeding  or  process  that  is  not  dismissed,                    discharged, stayed or restrained, in each case within thirty (30) days of the                    institution or presentation thereof;            (c)      makes  a  general  assignment,  arrangement  or  composition  with  or  for  the                    benefit of its creditors;            (d)      institutes or has instituted against it, by a regulator, supervisor or any similar                    official with primary insolvency, rehabilitative or regulatory jurisdiction over                    it in the jurisdiction of its incorporation or organisation or the jurisdiction of                    its head or home office, a proceeding seeking a judgment of insolvency or                    bankruptcy  or  any  other  relief  under  any  bankruptcy  or  insolvency  law  or                    other similar law affecting creditors' rights, or a petition is presented for its                    winding-up or liquidation by it or such regulator, supervisor or similar official;            (e)      has  instituted  against  it  a  proceeding  seeking  a  judgment  of  insolvency  or                    bankruptcy  or  any  other  relief  under  any  bankruptcy  or  insolvency  law  or                    other similar law affecting creditors' rights, or a petition is presented for its                    winding-up or liquidation, and, in the case of any such proceeding or petition                    instituted or presented against it, such proceeding or petition is instituted or                    presented by a person or entity not described in (d) and:    LONLIVE\37980466.10                                                                       Page 12                                                                                                  





 






                      (i)      results in a judgment of insolvency or bankruptcy or the entry of an                             order  for  relief  or  the  making  of  an  order  for  its winding-up  or                             liquidation; or                     (ii)     is not dismissed, discharged, stayed or restrained in each case within                             thirty (30) days of the institution or presentation thereof;            (f)      has exercised in respect of it one or more of the stabilisation powers pursuant                    to  Part  1  of the  Banking  Act  2009  and/or  has  instituted  against  it  a  bank                    insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank                    administration proceeding pursuant to Part 3 of the Banking Act 2009;            (g)      has a resolution passed for its winding-up, official management or liquidation                    (other than pursuant to a consolidation, amalgamation or merger);            (h)      seeks or becomes subject to the appointment of an administrator, provisional                    liquidator, conservator, receiver, trustee, custodian or other similar official for                    it or for all or substantially all its assets (other than, for so long as it is required                    by law or regulation not to be publicly disclosed, any such appointment which                    is to be made, or is made, by a person or entity described in (d));            (i)      has a secured party take possession of all or substantially all its assets or has                    a distress, execution, attachment, sequestration or other legal process levied,                    enforced  or  sued  on  or  against  all  or  substantially  all  its  assets  and such                    secured  party  maintains  possession,  or  any  such process  is  not  dismissed,                    discharged, stayed or restrained, in each case within 30 days thereafter;            (j)      causes or is subject to any event with respect to it which, under the applicable                    laws of any jurisdiction, has an analogous effect to any of the events specified                    in (a) to (i); or            (k)      takes any action in furtherance of, or indicating its consent to, approval of, or                    acquiescence in, any of the foregoing acts.            "Insurances" means all policies and contracts of insurance (including all entries in           protection and indemnity or war risks associations) which are from time to time taken           out  or  entered  into  in  respect  of  or  in  connection  with  a  Collateral  Vessel  or  her           increased value or her  Earnings and (where the  context permits)  all benefits under           such contracts and policies, including all claims of any nature and returns of premium.            "Interest Payment Date" means each date for the payment of interest in accordance           with Clause 7.7.            "Interest  Period"  means  each  period  for  the  payment  of  interest  selected  by  the           Borrower or agreed by the Agent pursuant to Clause 7.            "Interpolated Screen Rate" means, in relation to LIBOR for any Drawing, the rate           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 relevant Interest Period of that Drawing;                    and    LONLIVE\37980466.10                                                                       Page 13                                                                                                  





 






             (b)      the applicable Screen Rate for the shortest period (for which that Screen Rate                    is available) which exceeds the relevant Interest Period of that Drawing,            each as of 11.00 a.m. London time on the Quotation Day.            "ISM  Code"  means  the  International  Management  Code  for  the  Safe  Operation  of           Ships and for Pollution Prevention.            "ISM Company" means, at any given time, the company responsible for a Collateral           Vessel's compliance with the ISM Code under paragraph 1.1.2 of the ISM Code.            "ISPS Code" means the International Ship and Port Facility Security Code.            "ISPS Company" means, at any given time, the company responsible for a Collateral           Vessel's compliance with the ISPS Code.            "ISSC"  means  a  valid  international  ship  security  certificate  for  a  Collateral  Vessel           issued under the ISPS Code.            "law" or "Law" means any law, statute, treaty, convention, regulation, instrument or           other subordinate legislation or other legislative or quasi-legislative rule or measure,           or any order or decree of any government, judicial or public or other body or authority,           or any directive, code of practice, circular, guidance note or other direction issued by           any competent authority or agency (whether or not having the force of law).            "LIBOR" means, in relation to any Drawing:            (a)      the applicable Screen Rate; or            (b)      (if  no  Screen  Rate  is  available  for  the  relevant  Interest  Period)  the                    Interpolated Screen Rate for that Drawing; or            (c)      (if (i) no Screen Rate is available for the currency of that Drawing or (ii) no                    Screen Rate is available for the relevant Interest Period and it is not possible                    to calculate an Interpolated Screen Rate for that Drawing) the Reference Bank                    Rate,            as  of  11.00  a.m.  London  time  on  the  Quotation  Day  for  the  offering  of  deposits  in           Dollars and for a period equal in length to the relevant Interest Period and, if that rate           is less than zero, LIBOR shall be deemed to be zero.            "Loan" means the aggregate amount of the reducing revolving credit facility advanced           or to be advanced by the Lenders to the Borrower under Clause 2 (being the aggregate           of the Collateral Vessel Tranches) or, where the context permits, the amount advanced           and for the time being out-standing.            "Loan Outstanding" means the total of all Drawings made at that time, to the extent           not reduced by repayments, prepayments, cancellations and voluntary reductions.            "Majority Lenders" means a Lender or Lenders whose Commitments aggregate equal           to  or  greater  than  sixty-six  and  two  thirds  per  cent  (66  2/3%)  of  the  Total           Commitments (or, if the Total Commitments have been reduced to zero, aggregated           more than 66 2/3% of the Total Commitments immediately prior to the reduction).    LONLIVE\37980466.10                                                                       Page 14                                                                                                  





 






             "Management  Agreements"  means  the  agreement(s)  for  the  commercial  and/or           technical management of the Collateral Vessels entered into between (i) the Collateral           Owners and (ii) the Approved Managers (unless the Approved Manager is the Borrower,           Teekay, Teekay Marine    (Singapore) Pte. Ltd. or any other member of the    Borrower           Group or the Teekay Group).            "Managers'    Confirmations"  means  the  written  confirmations  of  the  Approved           Managers  (unless  the  Approved  Managers  are  the  Borrower,  Teekay  Corporation,           Teekay Marine Limited or any other member of the Teekay Group) that throughout the           Facility Period unless otherwise agreed by the Agent:            (a)      they will not, without the prior written consent of the Agent, subcontract or                    delegate the commercial or technical management of the Collateral Vessels                    (as the case may be) to any third party; and            (b)      following  the  occurrence  of  an  Event  of  Default  which  is  continuing                    unremedied and unwaived, all claims of the Approved Managers against the                    Collateral  Owners  (less  any  agreed  reasonable  deductible)  shall  be                    subordinated  to  the  claims  of  the  Finance  Parties  under  the  Finance                    Documents.            "Margin" means (a) in relation to the Initial Maximum Amount,     two point four  zero           per cent (2.40%) per annum and (b) in relation to any Upsize Amount, such rate as           specified in the relevant Upsize Notice.            "Master  Agreement     Proceeds"  means    any  and  all  sums  due  and  payable  to  the           Borrower under each Master Agreement following an Early Termination Date (subject           always to all rights of netting and set-off contained in that Master agreement) and all           right to require and enforce the payment of those sums.             "Master Agreement Proceeds Charges" means the deeds of charge referred to in           Clause 10.1.7.            "Master Agreements" means each ISDA Master Agreement entered into between a           Swap Provider and the Borrower before or during the Facility Period,   including each           Schedule  to  any  Master  Agreement  and  each  Confirmation  exchanged  under  such           Master  Agreement,  evidencing  any  non-speculative  interest  or  currency  exchange           transaction in relation to the Loan.            "Material Adverse Effect" means a material adverse change in, or a material adverse           effect on:            (a)      the financial condition, assets, prospects or business of any Security Party or                    on the consolidated financial condition, assets, prospects or business of the                    Borrower Group;            (b)      the ability of any Security Party to perform and comply with its obligations                    under any Security Document or to avoid any Event of Default;            (c)      the validity, legality or enforceability of any Security Document; or    LONLIVE\37980466.10                                                                       Page 15                                                                                                  





 






             (d)      the validity, legality or enforceability of any security expressed to be created                    pursuant to any Security Document or the priority and ranking of any such                    security,            provided  that,  in  determining  whether  any  of  the  forgoing  circumstances  shall           constitute such a material adverse change or material adverse effect for the purposes           of this definition, the Finance Parties shall consider such circumstance in the context           of (x) the Borrower Group taken as a whole and (y) the ability of the Borrower and the           Collateral Owners to perform each of their obligations under the Security Documents.            "Maturity Date" means the earlier of (i) the date falling five (5) years after the First           Drawdown Date and (ii) 31 December 2024.            "Maximum Amount" means:            (a)      the Initial Maximum Amount for the period from the Execution Date until the                    first Upsize Trigger Date; and            (b)      the  relevant  Upsize  Increased  Maximum  Amount  from  each Upsize  Trigger                    Date until the Maturity Date,            as the same may reduced from time to time pursuant to the terms of this Agreement.            "Month" means a period starting on one day in a calendar month and ending on the           numerically corresponding day in the next calendar month, except that:            (a)      (subject to (c) below) if the numerically corresponding day is not a Business                    Day, that period shall end on the next Business Day in that calendar month                    in  which  that  period  is  to  end  if  there  is  one,  or  if  there  is  not,  on  the                    immediately preceding Business Day;            (b)      if there is no numerically corresponding day in the calendar month in which                    that period is to end, that period shall end on the last Business Day in that                    calendar month; and            (c)      if an Interest Period begins on the last Business Day of a calendar month, that                    Interest Period shall end on the last Business Day in the calendar month in                    which that Interest Period is to end.            The above rules will only apply to the last Month of any period.            "Mortgages" means the first priority statutory or first preferred mortgages (as the           case may be) referred to in Clause   10.1.1 together with the Deeds of Covenants (if           applicable) and "Mortgage" means any one of them.            "Necessary Authorisations"     means all Authorisations of any person including any           government or other regulatory authority required by applicable Law to enable it to:            (a)      lawfully enter into and perform its obligations under the Security Documents                    to which it is party;            (b)      ensure  the  legality,  validity,  enforceability  or  admissibility  in  evidence  in                    England and, if different, its jurisdiction of incorporation or formation, of such                    Security Documents to which it is party; and    LONLIVE\37980466.10                                                                       Page 16                                                                                                  





 






             (c)      carry on its business from time to time.            "Participating  Lenders"  means  any  Lenders  participating  in  an  Upsize  Amount  in           accordance with Clause 2.1.2.            "Party" means a party to this Agreement.             "PATRIOT    Act"  means  the  United  States  Uniting  and  Strengthening  America  by           Providing   Appropriate  Tools  Required  to  Intercept  and  Obstruct  Terrorism           Improvement and Reauthorization Act of 2005 (H.R. 3199).            "Permitted Encumbrance" means (i) any Encumbrance which has the prior written           approval  of  the  Agent  acting  on  the instructions  of  all  the  Lenders or  (ii) from  the           Execution Date until the First Drawdown Date, any Encumbrance created pursuant to           an  Existing  Loan  Agreement  or  (iii) any  liens  securing  obligations  incurred  in  the           ordinary  course of  trading  and/or  operating  a  Collateral  Vessel up  to  an  aggregate           amount at any time not exceeding five million Dollars (US$5,000,000)     in respect of           each Collateral Vessel and not more than thirty (30) days overdue.            "Permitted Upsize Lending Ratio" means sixty per cent (60%) of the Fair Market           Value of the relevant Additional Collateral Vessel(s) as at the relevant Upsize Trigger           Date.            "Pledgor" means T.I.L. Holdings Limited, a corporation incorporated under the law of           the Republic of the Marshall Islands whose registered address is at the Trust Company           Complex, Ajeltake Road, Ajeltake Island, P.O. Box 1405, Majuro, the Marshall Islands           MH96960.            "Poseidon  Principles"  means  the  financial  industry  framework  for  assessing  and           disclosing the climate alignment of ship finance portfolios published on 18 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.            "Pre-Approved  Classification  Society"  means  any  of  DNV  GL,  Lloyds  Register,           America Bureau of Shipping (ABS) or Bureau Veritas or such other classification society           that  is  a  member  of  the  International  Association  of  Classification  Societies  and  is           approved by the Majority Lenders, acting reasonably.            "Pre-Approved Flag" means Marshall Islands, Norwegian International Ship Registry,           Liberia,  Cayman  Islands,  Panama,  Isle  of  Man,  Bermuda,  Bahamas,  Malta      or           Singapore.            "Proportionate  Share"  means,  at  any  time,  the  proportion  which  a    Lender's           Commitment (whether or not advanced) then bears to the aggregate Commitments of           all the Lenders (whether or not advanced) being on the Execution Date the percentage           indicated against the name of that Lender in Schedule 1.            "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 required           or receivable (or any sum deemed for the purpose of Tax to be received or receivable)           under a Finance Document.    LONLIVE\37980466.10                                                                       Page 17                                                                                                  





 






             "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, unless market           practice differs in the Relevant Interbank Market, in which case the Quotation Day will           be  determined  by  the  Agent  in  accordance  with  market  practice  in  the  Relevant           Interbank Market (and if quotations would normally be given by leading banks in the           Relevant Interbank Market on more than one day, the Quotation Day will be the last           of those days).             “Reduction Date” means, in relation to each Collateral Vessel Tranche, each date on           which  the Maximum  Amount  of  that  Collateral  Vessel Tranche  shall  be reduced in           accordance with Clause 3.7.            "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 either:            (a)      if:                     (i)       the Reference Bank is a contributor to the applicable Screen Rate;                             and                     (ii)     it consists of a single figure,                     the rate (applied to the relevant Reference Bank and the relevant currency                    and  period) which  contributors  to  the  applicable  Screen  Rate  are  asked  to                    submit to the relevant administrator; or            (b)      in any other case, the rate at which the relevant Reference Bank could fund                    itself in the relevant currency for the relevant period with reference to the                    unsecured wholesale funding market.             "Reference Banks" means, in relation to LIBOR, Nordea Bank Abp, New York Branch,           Swedbank AB (publ) and Citibank N.A., London Branch or such other banks as may be           appointed by the Agent in consultation with the Borrower.            "Related  Fund"  in  relation  to  a  fund  (the  "first  fund"),  means  a  fund  which  is           managed or advised by the same investment manager or investment adviser as the           first fund or, if it is managed by a different investment manager or investment adviser,           a  fund  whose  investment  manager  or  investment  adviser  is  an  Affiliate  of  the           investment manager or investment adviser of the first fund.             "Relevant  Documents"  means  the  Finance  Documents,        any  Charters  and  the           Management Agreements (if any).            "Relevant Interbank Market" means the London interbank market.            "Relevant Lender" means a Lender which has, at any time during the Facility Period,           become a signatory to the Poseidon Principles.            "Replacement Owner" means the owner (which shall be a member of the Borrower           Group) of a Replacement Vessel;            "Replacement  Vessel"  means     (i) any  VLCC,  Suezmax,  Aframax,  MR,  LR1  or  LR2           tanker vessel that is no older than, and whose Fair Market Value is no less than that    LONLIVE\37980466.10                                                                       Page 18                                                                                                  





 






             of,  the  Collateral  Vessel  it  is  replacing,  classed  with  a  Pre-Approved  Classification           Society and registered in the name of the relevant Replacement Owner under a Pre-          Approved Flag and (ii) any other vessel acceptable to the Lenders.            "Representative"  means  any  delegate,  agent,  manager,  administrator,  nominee,           attorney, trustee or custodian.            "Requisition  Compensation"  means  all  compensation  or  other  money  which   may           from time to time be payable to a Collateral Owner as a result of a Collateral Vessel           being requisitioned for title or in any other way compulsorily acquired (other than by           way of requisition for hire).            "Resolution Authority" means any body which has authority to exercise any Write-          down and Conversion Powers.            "Restricted  Party"  means  a  person  (i)  that  is  listed  on  any  Sanctions  List  or  is           otherwise  the  target  of  any  Sanctions,  (ii)  that  is  located,  registered  as located or           resident in, or incorporated or organised under the laws of, a Sanctioned Country, (iii)           that is at least 50% or more owned or controlled, directly or indirectly by, or acting on           behalf of, a person referred to in (i) and/or (ii) above or (iv) with whom any Finance           Party  would  be  prohibited  or  restricted  by  law  from  engaging  in  trade,  business  or           other activities as a result of Sanctions.            "Sanctioned Country" means a country or territory that is, or whose government is,           the subject of country-wide or territory-wide Sanctions.             "Sanctions"  means  the  economic,  financial     or  trade  sanctions  laws,  orders,           regulations, decisions, executive orders, notices, embargoes or restrictive measures           implemented,  adopted,  imposed,    administered,  enacted  or  enforced   by  (i)  the           Norwegian Government, (ii)   the United States Government, (iii) the United Nations,           (iv) the European Union, (v) any member state of the European Union in which the           Borrower, any Security Party or any Finance Party operates, (vi) the United Kingdom,           (vii) the Republic of Singapore, (viii) France, (ix) Canada, (x) Australia or (xi) Japan           and  with  regard  to  (i) - (xi)  above,  the  respective  governmental  institutions  and           agencies of any of the foregoing, including, without limitation, the Office of Foreign           Assets  Control  of  the  US  Department  of  Treasury  ("OFAC"),  the  United  States           Department of State and Her Majesty's Treasury ("HMT") (together the "Sanctions           Authorities").            "Sanctions List" means the "Specially Designated Nationals and Blocked Persons" list,           the "Sectoral Sanctions Identifications List" and the "List of Foreign Sanctions Evaders"           each maintained by OFAC and the "Consolidated List of Financial Sanctions Targets"           list  and  the  "Investment  Ban  List"  each  maintained  by  HMT  or  any  similar  list           maintained by, or public announcement of Sanctions designation made by, any of the           Sanctions Authorities, including, but not limited to, the Norwegian Government, the           European Union, the United Nations, the Government of Singapore, the Government           of Canada or the Government of Australia.            "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 the relevant currency and period displayed on pages           LIBOR01 or LIBOR02 of the    Thomson Reuters screen (or any replacement Thomson    LONLIVE\37980466.10                                                                       Page 19                                                                                                  





 






             Reuters  page  which  displays  that  rate)  or  on  the  appropriate  page  of  such  other           information service which publishes that rate from time to time in place of Thomson           Reuters.  If such page or the service ceases to be available, the Agent may specify           another  page  or  service  displaying  the  relevant  rate  after  consultation  with  the           Borrower.            "Security  Documents"  means  the  Guarantees,  the  Mortgages,  the  Deeds  of           Covenants   (if  relevant),  the  Assignments,  the  Share  Pledges,  the  Account  Security           Deed, the Master Agreement Proceeds Charges, the Managers' Confirmations (if any)           or (where the context permits) any one or more of them and any other agreement or           document  which  may  at  any  time  be  executed  by  any  person  as security  for  the           payment of all or any part of the Indebtedness and "Security Document" means any           one of them.            "Security Parties" means the Borrower, each Collateral Owner, the Pledgor and any           other person who may at any time during the Facility Period be liable for, or provide           security for, all or any part of the Indebtedness (but, for the avoidance of doubt, not           any Approved Manager), and "Security Party" means any one of them.            "Share  Pledges"  means  the  pledge  or  pledges  of  the  issued  share  capital  or           membership  interests  (as  the  case  may  be)  of  the  Collateral  Owners  referred  to  in           Clause 10.1.4 and "Share Pledge" means any one of them.            "SMC" means a valid safety management certificate issued for a Collateral Vessel by           or on behalf of the Administration under paragraph 13.7 of the ISM Code.            "Statement  of  Compliance"  means  a  statement  of  compliance  related  to  fuel  oil           consumption pursuant to regulations 6.6 and 6.7 of Annex VI.            "Subsidiary"  means  a  subsidiary  undertaking  as  defined  in  section  1162  of  the           Companies Act 2006.            "Tax" means any tax, levy, impost, duty or other charge or withholding of a similar           nature (including any penalty or interest payable in connection with any failure to pay           or  any  delay  in  paying any  of  the  same)  and  "Taxation"  shall  be  interpreted           accordingly.            "Technical  Manager"  means  (i)  the  Borrower,  (ii)  Teekay,  (iii)  Teekay Marine           (Singapore) Pte. Ltd., (iv) any other member of the    Borrower Group or the   Teekay           Group,  (v)  Anglo-Eastern  Shipmanagement  (Singapore)  Pte.  Ltd.     or  any  other           technical manager approved by the Majority Lenders.            "Teekay" means Teekay Corporation, a corporation incorporated under the laws of the           Republic of the Marshall Islands whose registered   address is at The Trust Company           Complex, Ajeltake Road, Ajeltake Island, P.O. Box 1405, Majuro, the Marshall Islands           MH96960.            "Teekay Group" means Teekay and each of its Subsidiaries.              "Total Commitments" means the aggregate of the Commitments.     LONLIVE\37980466.10                                                                       Page 20                                                                                                  





 






             "Total Debt" means the aggregate of:            (a)      the amount calculated in accordance with GAAP shown as each of "long term                    debt", "short term debt" and "current portion of long term debt" on the latest                    consolidated balance sheet of the Borrower but excluding debt which is non-                   recourse to the Borrower, and            (b)      the amount of any liability in respect of any lease or hire purchase contract                    entered  into  by  the  Borrower  or  any  of  its  Subsidiaries which  would,  in                    accordance with GAAP, be treated as a finance or capital lease (excluding any                    amounts  applicable  to  leases  to  the  extent  that  the  lease  obligations  are                    secured  by  a  security  deposit  which  is  held  on  the  balance  sheet  under                    "Restricted Cash");            "Total Loss" means:            (a)      an  actual,  constructive,  arranged,  agreed  or  compromised  total  loss  of  a                    Collateral Vessel; or             (b)      the requisition for title or compulsory acquisition of a Collateral Vessel by any                    government or other competent authority (other than by way of requisition                    for hire); or            (c)      the  capture,  seizure,  arrest,  detention,  hijacking,  theft,  condemnation  as                    prize, confiscation or forfeiture of a Collateral Vessel (not falling within (b)),                    unless that Collateral Vessel is released and returned to the possession of the                    relevant Collateral Owner within 180 days after the capture, seizure, arrest,                    detention, hijacking, theft, condemnation as prize, confiscation or forfeiture                    in question.             "Transfer  Certificate"  means  a  certificate  substantially  in  the  form set  out  in           Schedule 5 or any other form agreed between the Agent and the Borrower.            "Transfer Date" means, in relation to any Transfer Certificate, the date for the making           of the transfer specified in the schedule to such Transfer Certificate.            "Trust Property" means:            (a)      all benefits derived by the Agent from Clause 10; and            (b)      all  benefits  arising  under  (including,  without  limitation,  all  proceeds  of  the                    enforcement of) each of the Security Documents,            with the exception of any benefits arising solely for the benefit of the Agent.            "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).            "Upsize Amount" means the amount set out in an Upsize Notice not to exceed the           lesser  of  (i) such  amount  as  can  be lent  without  breaching  the  Permitted  Upsize    LONLIVE\37980466.10                                                                       Page 21                                                                                                  





 






             Lending  Ratio  and  (ii) (when  aggregated  with  all  previous  Upsize  Amounts)  one           hundred and thirty four million Dollars ($134,000,000).            "Upsize  Increased  Maximum  Amount"  means  the  Initial  Maximum  Amount  as           increased by the relevant Upsize Amount with effect from each Upsize Trigger Date           being a total maximum amount of up to six hundred and sixty six million eight hundred           thousand Dollars ($666,800,000).            "Upsize Notice" means a notice substantially in the form of Schedule 8.            "Upsize Trigger Date"  means the date     specified in an Upsize Notice (being  (i)  no           later than the date falling eighteen (18) months after the Execution Date and (ii) not           less  than  thirty  (30)  days  following  the  date  of  such  Upsize  Notice)  on  which  the           Borrower  requests  and  the  Lenders  agree  an  increase  in  the  Maximum  Amount           pursuant to Clause 2.1.2.            "US" means the United States of America.            "US Tax Obligor" means:            (a)      a Security Party which is resident for tax purposes in the US; or            (b)      a Security Party some or all of whose payments under the Finance Documents                    are from sources within the US for US federal income tax purposes.            "Valuation"  means,  in  relation  to  a  Collateral  Vessel,  the  written  valuation  of  that           Collateral Vessel addressed to the Agent, expressed in Dollars and prepared by one of           the  Approved  Brokers  to  be  nominated  by  the  Borrower.   Such  valuation  shall  be           prepared at the Borrower's expense, without a physical inspection, 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 a willing seller without the benefit of any charterparty or           other engagement.              "VAT" means:            (a)      any  tax imposed  in  compliance  with  the  Council Directive  of  28  November                    2006 on the common system of value added tax (EC Directive 2006/112);                    and            (b)      any other tax of a similar nature, whether imposed in a member state of the                    European Union in substitution for, or listed in addition to, such tax referred                    to in (a), or imposed elsewhere.            "Vessel Replacements" means       the replacement of one or more Collateral Vessels           with one or more Replacement Vessels pursuant to Clause 6.4.2 and Clause 6.5.2 and           each a "Vessel Replacement".            "Vessel Replacement Date" means in respect of each Vessel Replacement, the date           on which the Agent confirms that all of the conditions precedent set out in Part IV of           Schedule  2  have  been  satisfied  which confirmation  the  Agent  shall  be  under  no           obligation to give if the VTL Coverage (as defined in Clause 10.9) following such Vessel           Replacement would be less than the VTL Coverage immediately prior to such Vessel           Replacement.    LONLIVE\37980466.10                                                                       Page 22                                                                                                  





 






             “Vessel Retirement and Release Date” means the date on which a Collateral Vessel           is released pursuant to Clause 6.7.            "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                     (ii)     any similar or analogous powers under that UK Bail-In Legislation.   1.2      In this Agreement:            1.2.1    words denoting the plural number include the singular and vice versa;            1.2.2    words  denoting  persons  include  corporations,   companies,   partnerships,                    associations  of persons (whether  incorporated  or  not)  or  governmental  or                    quasi-governmental bodies or authorities and vice versa;            1.2.3    references  to  Recitals,  Clauses  and  Schedules  are  references  to  recitals,                    clauses and schedules to or of this Agreement;     LONLIVE\37980466.10                                                                       Page 23                                                                                                  





 






             1.2.4    references to this Agreement include the Recitals and the Schedules;            1.2.5    the headings and contents page(s) are for the purpose of reference only, have                    no legal or other significance, and shall be ignored in the interpretation of this                    Agreement;            1.2.6    references to any document (including, without limitation, to all or any of the                    Relevant Documents) are, unless the context otherwise requires, references                    to that document as amended, supplemented, novated or replaced from time                    to time;            1.2.7    references  to  statutes or  provisions  of  statutes  are  references  to  those                    statutes, or those provisions, as from time to time amended, replaced or re-                   enacted;            1.2.8    references  to  any  Finance  Party  include  its  successors,  transferees  and                    assignees;            1.2.9    a time of day (unless otherwise specified) is a reference to New York time;             1.2.10   words and expressions defined in the Master Agreements, unless the context                    otherwise requires, have the same meaning;            1.2.11   a "person" includes any individual firm, company, corporation, government,                    state or agency of a state or any association, trust, joint venture, consortium,                    partnership or other entity (whether or not having separate legal personality);                    and             1.2.12   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.   1.3      Offer letter            This Agreement supersedes the terms and conditions contained in any correspondence           relating to the subject matter of this Agreement exchanged between any Finance Party           and  the  Borrower  or  their  respective  representatives  prior  to  the  date  of  this           Agreement.     2        The Loan and its Purposes   2.1      Amount            2.1.1    Subject to the terms of this Agreement (and Clause 2.1.2 in particular), the                    Lenders agree to make available to the Borrower a revolving credit facility in                    an aggregate amount not exceeding the Maximum Amount of the Loan at any                    one time.            2.1.2    The  Borrower  shall  have  the  right  (provided  that  no  Event  of  Default  has                    occurred  and is  continuing unremedied or unwaived) to issue one or more                    Upsize Notices requesting an Upsize Amount and specifying the Upsize Trigger                    Date, the relevant Additional Collateral Owners and the Additional Collateral                    Vessels to be charged as security, following receipt of which Upsize Notice the    LONLIVE\37980466.10                                                                       Page 24                                                                                                  





 






                      Lenders shall have the right (but not the obligation) to subscribe in the Upsize                    Amount pro rata to their Commitments at that time.  The availability of the                    Upsize  Amount  shall  be  subject  (inter  alia)  to  the  participating  Lenders                    agreeing to the proposed fee   and Margin  payable,  each as specified in the                    relevant  Upsize  Notice.   If  any  Lender  does  not take  up  this  option  within                    twenty  (20)  days  of  receipt  of  an  Upsize  Notice,  its  portion  of the  Upsize                    Amount shall be made available to be taken up by the Participating Lenders                    for a further ten (10) days.  If at the end of such ten (10) day period not all                    of the Upsize Amount has been subscribed, then the Upsize Amount shall be                    reduced to the amount subscribed, and the reduced Upsize Amount shall take                    effect from the Upsize Trigger Date.  Following each Upsize Trigger Date, the                    Participating  Lenders  agree  to  make  their  Commitments  in  the  Maximum                    Amount as increased by the relevant Upsize Amount available to the Borrower                    on  the  same  terms  and  conditions  as  the  Initial  Maximum  Amount  except                    where  expressly  stated  otherwise.   The  aggregate  amount  of  the  Loan                    following  each  Upsize  Trigger  Date  shall  not  exceed  the Upsize  Increased                    Maximum Amount.  The Upsize Amount may be used for the same purposes                    as the initial Loan.  At or around each Upsize Trigger Date, the Agent shall                    circulate  to  each  of  the  parties  an  amended  Schedule  7 to  reflect  the                    Additional  Collateral  Vessel  Tranches and  the  increased  Maximum  Amount,                    which  shall  be  calculated  on  the  same  basis  as  the  initial  Schedule 7  and                    amended Schedules 1 and 3 to reflect the amended Commitments and the                    Additional Collateral Vessels and the Additional Collateral Owners.  Save in                    the case of manifest error, such amended Schedules shall be binding on all                    the parties with effect from the relevant Upsize Trigger Date.   2.2      Finance Parties' rights and obligations            2.2.1    The  obligations  of  each  Finance  Party  under  the  Finance  Documents  are                    several.  Failure  by  a  Finance Party  to  perform  its  obligations  under  the                    Finance Documents does not affect the obligations of any other party to the                    Finance Documents.  No Finance Party is responsible for the obligations  of                    any other Finance Party under the Finance Documents.            2.2.2    The  rights  of  each  Finance  Party  under  or  in  connection  with  the  Finance                    Documents are separate and independent rights and any debt arising under                    the Finance Documents to a Finance Party from a Security Party shall be a                    separate and independent debt in accordance with which a Finance Party shall                    be entitled to enforce its rights in accordance with Clause 2.2.3.  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 the Loan or                    any other amount owed by a Security Party which relates to a Finance Party's                    participation in the Loan 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 Security Party.            2.2.3    A Finance Party may, except as otherwise stated in the Finance Documents,                    separately  enforce  its  rights  under or  in  connection  with the  Finance                    Documents.    LONLIVE\37980466.10                                                                       Page 25                                                                                                  





 






    2.3      Purposes   The  Borrower  shall  apply  the  Loan  for  the  purposes  referred  to  in the           Recital.   2.4      Monitoring   No Finance Party is bound to monitor or verify the application of any           amount borrowed under this Agreement.   3        Conditions of Utilisation   3.1      Conditions  precedent  to  service  of  Drawdown  Notice     Before  any  Lender  shall           have  any  obligation  to  accept  any  Drawdown  Notice  under  this Agreement  the           Borrower shall deliver or cause to be delivered to or to the order of the Agent all of the           documents and other evidence listed in Part I of Schedule 2.   3.2      Further conditions precedent to service of Drawdown Notice The Lenders will           only be obliged to accept any Drawdown Notice if on the date of the Drawdown Notice:            3.2.1    no  Default  is  continuing  or  would  result  from  the  advance  of  the  relevant                    Drawing; and             3.2.2    the representations made by the Borrower under Clause 11 (other than that                    at Clause 11.7 for Drawdown Dates other than the First Drawdown Date and                    those at Clauses 11.2, 11.6 and 11.22) are true in all material respects.   3.3      Conditions  precedent  to  Drawdown  Date  The  Lenders  will  only  be  obliged  to           comply with Clause 4.2 in relation to the advance of (a) the first Drawing under the           Loan  if  on  or  before  the  First  Drawdown  Date,  the  Agent  has  received  all  of  the           documents  and  other  evidence  listed  in  Part  II(A) of Schedule  2  and  (b)  any           subsequent Drawing under the Loan if on or before the proposed Drawdown Date the           Agent  has  received  all  of  the  documents  and  other  evidence  listed  in  Part II(B)  of           Schedule 2.   3.4      Conditions precedent of Upsize Amount Drawdown Date  Before any Lender shall           have  an  obligation  to  advance  any  Drawing  in  respect  of an Upsize  Amount,  the           Borrower shall deliver or cause to be delivered to or to the order of the Agent all of the           documents and other evidence listed in Part VI of Schedule 2.   3.5      Further conditions precedent to Drawdown Date  The Lenders will only be obliged           to advance a Drawing if on the proposed Drawdown Date:            3.5.1    no  Default  is  continuing  or  would  result  from  the  advance  of the  relevant                    Drawing; and            3.5.2    the representations made by the Borrower under Clause 11 (other than that                    at Clause 11.7 for Drawdown Dates other than the First Drawdown Date and                    those at Clauses 11.2, 11.6 and 11.22) are true in all material respects.   3.6      Drawing limit   The Lenders will only be obliged to advance a Drawing if:            3.6.1    that  Drawing  will  not  result  in  there  being  more  than ten  (10) Drawings                    outstanding at any one time;            3.6.2    that Drawing is not less than $1,000,000; and    LONLIVE\37980466.10                                                                       Page 26                                                                                                  





 






             3.6.3    that Drawing will not increase the outstanding amount of the Loan as a whole                    to a sum in excess of the Maximum Amount of the Loan at that time.   3.7      Reduction of Maximum Amount  The Maximum Amount of each Collateral Vessel           Tranche shall be reduced in accordance with the reduction schedule set out in Schedule           7 which is based on a profile whereby the Maximum Amount of that Collateral Vessel           Tranche is reduced to zero when the Collateral Vessel to which it relates is seventeen           and a half (17 1⁄2 ) years of age.    3.8      Conditions  subsequent       The  Borrower  undertakes  to  deliver  or  to  cause  to  be           delivered to the Agent:            3.8.1    on, or as soon as practicable after, (or within any time period specified in Part                    III of Schedule 2 and where no time period is specified, within thirty (30) days                    of) the First Drawdown  Date  the  additional  documents  and  other  evidence                    listed in Part III of Schedule 2; and            3.8.2    on, or as soon as practicable after, (or within any time period specified in Part                    VII of Schedule 2 and where    no time period is specified, within thirty (30)                    days of) an Upsize Trigger Date, the additional documents and other evidence                    listed in Part VII of Schedule 2.   3.9      No Waiver   If the Lenders in their sole discretion agree to advance a Drawing to the           Borrower before all of the documents and evidence required by Clause 3.3 or 3.4 have           been delivered to or to the order of the Agent, the Borrower undertakes to deliver all           outstanding  documents  and  evidence  to  or  to  the  order  of  the  Agent  no  later  than           thirty  (30)  days  after  the  First  Drawdown  Date  or the  relevant Upsize  Amount           Drawdown Date such other date specified by the Agent (acting on the instructions of           the Lenders).            The advance of a Drawing under this Clause 3.9 shall not be taken as a waiver of the           Lenders' right to  require  production  of  all  the  documents  and  evidence  required  by           Clause 3.3 or Clause 3.4 as the case may be.   3.10     Form and content   All documents and evidence delivered to the Agent        under this           Clause 3 shall:            3.10.1   be in form and substance reasonably acceptable to the Agent (acting on the                    instructions of the Lenders); and            3.10.2   if  reasonably  required  by  the  Agent,  be  certified,  notarised,  legalised  or                    attested in a manner acceptable to the Agent.   4        Advance   4.1      Drawdown Request   The Borrower may request a Drawing to be advanced on any           Business Day prior to, in the case of the First Drawdown Date, 14 February 2020 and,           in the case of any subsequent Drawing, the Final Availability Date, by delivering to the           Agent a duly completed Drawdown Notice not more than ten (10) Business Days and           not later than 10:00 a.m. (New York time) three (3) Business Days before the proposed           Drawdown Date.    LONLIVE\37980466.10                                                                       Page 27                                                                                                  





 






    4.2      Lenders' participation               4.2.1    Subject to Clause 2 and Clause 3, the Agent shall promptly notify each Lender                    of  the  receipt  of  a  Drawdown  Notice,  following  which  each  Lender  shall                    advance its participation in the relevant Drawing to the Borrower through the                    Agent not later than 11:00am  (New York  time)  on the relevant Drawdown                    Date.            4.2.2    The amount of each Lender's participation in any Drawing will be equal to the                    proportion borne by its Commitment to the Total Commitments.   4.3      Cancellation of Commitments   The Total Commitments shall be cancelled on the           Final Availability Date to the extent that they are unutilised at that time.   5        Repayment   5.1      Repayment            5.1.1    Repayment of each Drawing   The Borrower agrees to repay each Drawing                    to the Agent for the account of the Lenders on the last day of the Interest                    Period in respect of that Drawing save where a further Interest Period is to                    apply  in  respect  of  such  Drawing, in  which  case  such  Interest  Period  shall                    (unless otherwise notified by the Borrower to the Agent) be deemed to be                    based on an Interest Period of three months provided that no such Interest                    Period  shall  apply if  an  Event of  Default  has  occurred  and  is  continuing                    unremedied  and  unwaived   in  which  case  the  Borrower  shall be  obliged  to                    repay such Drawing on the last day of its then current Interest Period.  The                    Borrower  shall  on  the  Maturity  Date  repay  to  the  Agent  as  agent  for  the                    Lenders the amount of any Drawings made and outstanding at that time, to                    the  extent  not  reduced  by  repayments,  prepayments,  cancellations  or                    voluntary reductions.            5.1.2    Reborrowing      Amounts of the   Loan which are repaid or prepaid shall be                    available  for  reborrowing  in  accordance  with  Clause 3 prior  to  the  Final                    Availability Date.   6        Prepayment   6.1      Illegality   If it becomes unlawful in any jurisdiction for a Lender to fund or maintain           its  Commitment  as  contemplated  by  this  Agreement  or  to  fund  or  maintain  its           participation in the Loan or it becomes unlawful for any Affiliate of a Lender for that           Lender to do so:            6.1.1    that Lender shall promptly notify the Agent of that event;             6.1.2    upon the Agent notifying the Borrower, the Commitment of that Lender (to                    the extent not already advanced) will be immediately cancelled; and            6.1.3    the Borrower  shall repay that Lender's participation in any  Drawing on the                    last day of its current Interest Period or, if earlier, the date specified by that                    Lender in the notice delivered to the Agent and notified by the Agent to the                    Borrower (being no earlier  than the last day of any applicable grace period                    permitted by law) and the Maximum Amount of the Loan shall be reduced by    LONLIVE\37980466.10                                                                       Page 28                                                                                                  





 






                      the amount of that Lender's Commitment in the Loan.  Any reduction in the                    Maximum Amount of the Loan as a result of this Clause 6.1, shall be applied                    against the remaining mandatory reductions on a pro rata basis and shall not                    be reversed.  Prior to the date on which repayment is required to be made                    under this Clause 6.1.3 the affected Lender shall negotiate in good faith with                    the  Borrower  to  find  an  alternative  method  or  lending  base  in  order  to                    maintain the Loan.   6.2      Voluntary Cancellation            6.2.1    The Borrower may voluntarily cancel the whole or any part of the Loan in an                    amount  of  not  less  than  five  million  Dollars  ($5,000,000)  (or  as  otherwise                    may be agreed by the Agent), provided that it has first given to the Agent not                    fewer than three (3) Business Days' prior written notice expiring on a Business                    Day (the "Cancellation Date") of its desire to cancel the Loan; such notice                    once received by the Agent shall be irrevocable.  Any such cancellation of the                    Loan  shall  be  applied  as  against  the  remaining  mandatory  reductions  in                    respect of the Loan on a pro rata basis.  Any cancellation under this Clause                    6.2.1 shall not be reversed.  If, as a result of any such cancellation, the Loan                    Outstanding would exceed the Maximum Amount of the Loan, the Borrower                    shall, on the Cancellation Date, prepay such amount of the Loan as will ensure                    that the Loan Outstanding is not greater than the relevant Maximum Amount.            6.2.2    Simultaneously with each reduction of the Loan in accordance with this Clause                    6.2, the Commitment of each Lender will reduce so that the Commitments of                    the Lenders in respect of the reduced Loan remains in accordance with their                    respective Proportionate Shares.    6.3      Voluntary Prepayment of Drawings   The Borrower may prepay the whole or any           part of a Drawing (but, if in part, being an amount that reduces that Drawing by a           minimum amount of one million Dollars ($1,000,000)) provided that it gives the Agent           not less than three (3) Business Days' (or such shorter period as the Majority Lenders           may agree) prior notice.   6.4      Sale or release of Collateral Vessels            6.4.1    In the event of a sale or disposal of a Collateral Vessel or the Agent having                    received  not  less  than five  (5) Business  Days' notice  from  the  Borrower                    requesting that the security relating to a Collateral Vessel be released and                    discharged, the Maximum Amount of the Loan shall, subject to the provisions                    of Clause 6.4.2 and Clause 6.4.3, on the date of such sale, disposal or release                    be reduced by an amount equivalent to the Available Loan Amount applicable                    to that Collateral Vessel at that time.  If, as a result of any reduction in the                    Maximum  Amount  of  the  Loan  pursuant  to  this  Clause  6.4.1,  the  Loan                    Outstanding would exceed the Maximum Amount of the Loan, the Borrower                    shall, on the date of the sale, disposal or release prepay such amount of the                    Loan  as  will  ensure  that  the  Loan  Outstanding  is  not  greater  than the                    Maximum Amount of the Loan.              6.4.2    The Borrower shall have the right to replace one or more Collateral Vessels                    that have been sold, disposed or released pursuant to Clause 6.4.1 with one                    or more Replacement Vessels within one hundred and twenty (120) days of    LONLIVE\37980466.10                                                                       Page 29                                                                                                  





 






                      the  sale,  disposal  or  release  of  such Collateral  Vessel  or Collateral  Vessels                    (the "Vessel Replacement Period") provided that (i)      the Borrower fulfils,                    or shall procure the fulfilment of, the conditions precedent set out Part IV of                    Schedule 2 and (ii) the VTL Coverage (as defined in Clause    10.9) following                    such replacement would be no less than the VTL Coverage immediately prior                    to the sale, disposal or release of the Collateral Vessel or Collateral Vessels in                    question.            6.4.3    For the period from the date of the sale, disposal or release of the Collateral                    Vessel or Collateral Vessels in question to the earlier of (a) the provision of                    the Replacement Vessel or Replacement Vessels and the satisfaction of the                    conditions referred to in Clauses 6.4.2(i) and (ii) above and (b) the end of the                    Vessel Replacement Period, the relevant Available Loan Amount shall not be                    available for drawing.  Thereafter, the relevant Available Loan Amount shall                    either be  available  for  redrawing  (if  (a)  above  applies) in  full  and  such                    reinstated Available Loan Amount shall have a replacement reduction profile                    calculated in accordance with Clause 3.7 based on the age of the Replacement                    Vessel  or Replacement  Vessels   or  shall  be  permanently  cancelled (if  no                    Replacement Vessel has been provided by the end of the period specified in                    (b) above). At or around the date of the Vessel Replacement or permanent                    cancellation of the relevant Available Loan Amount (as the case may be) the                    Agent shall circulate to each of the parties an amended Schedule 7 to reflect                    the reduction in the Maximum Loan Amount of the Loan or the Replacement                    Vessel  Owner(s)  and  Replacement  Vessel(s)   (as  the case  may  be).  Any                    reduction in the Maximum Amount of the Loan pursuant to this Clause       6.4                    shall  not be  reversed  save  in  accordance  with  this  Clause  6.4.3.  In                    circumstances where the whole of the Available Loan Amount in respect of a                    Collateral Vessel is cancelled in full and any necessary prepayment of the Loan                    Outstanding  is made,  any  security  held  by  the  Agent  (whether  directly  or                    indirectly)  for  the  relevant  Collateral  Owner  with  respect  to  the  relevant                    Collateral  Vessel  and  over  the  relevant  Collateral  Vessel  (including  its                    Guarantee, unless it owns more than one Collateral Vessel) shall be released                    and such Collateral Vessel and Collateral Owner (unless it owns more than                    one Collateral Vessel) shall no longer be considered relevant for the purposes                    of the Finance Documents.                        6.5      Total Loss            6.5.1    In the event that a Collateral Vessel becomes a Total Loss, on the earlier to                    occur of (that date being the “Total Loss Payment Date”) (a) the date on                    which the proceeds of such Total Loss are realised and (b) on the earlier of                    (i) the Maturity Date and (ii) the one hundred and eightieth (180th) day after                    the date of such Total Loss occurring the Maximum Amount of the Loan shall,                    subject to Clause 6.5.2 and Clause 6.5.3, be reduced by an amount equivalent                    to the relevant Available Loan Amount applicable to that Collateral Vessel on                    the Total Loss Payment Date.  If, as a result of any reduction in the Maximum                    Amount   of the  Loan pursuant  to  this  Clause, the Loan  Outstanding  would                    exceed the Maximum Amount of the Loan, the Borrower shall, simultaneously    LONLIVE\37980466.10                                                                       Page 30                                                                                                  





 






                      with that reduction prepay such amount of the Loan as will ensure    that the                    Loan Outstanding is not greater than the Maximum Amount of the Loan.            6.5.2    The  Borrower  shall  have  the  right  to  replace  a  Collateral  Vessel  which  has                    become a Total Loss pursuant to Clause 6.5.1 in each case with one or more                    Replacement Vessels within one hundred and twenty (120) days of the Total                    Loss  Payment  Date    (the  “Total  Loss  Vessel  Replacement  Period”)                    provided that (i) the Borrower fulfils, or shall procure the fulfilment of, the                    conditions precedent set out in Part IV of Schedule 2 and (ii) the VTL Coverage                    (as defined in Clause 10.9) following such replacement would not be less than                    the VTL Coverage immediately prior to the Total Loss    Payment Date   of the                    Collateral Vessel in question.             6.5.3    For  the  period  from  the  Total  Loss  Payment  Date  to  the  earlier  of  (a)  the                    provision  of  the  Replacement  Vessel  or  Replacement  Vessels  and  the                    satisfaction of the conditions referred to in Clauses 6.5.2(i) and (ii) above and                    (b)  the  end  of  the  Total  Loss  Vessel  Replacement  Period,  the  relevant                    Available  Loan  Amount  shall  not  be  available  for  drawing.   Thereafter,  the                    relevant Available Loan Amount shall either be available for redrawing (if (a)                    above applies) in full and such reinstated Available Loan Amount shall have a                    replacement reduction profile calculated in accordance with Clause 3.7 based                    on  the  age  of  the Replacement  Vessel  or  Replacement  Vessels  or  shall  be                    permanently cancelled (if no Replacement Vessel has been provided by the                    period  specified  in  (b)  above).  At  or  around  the  date of  the  Vessel                    Replacement  or  permanent  cancellation  of  the  relevant  Available  Loan                    Amount (as the case may be) the Agent shall circulate to each of the parties                    an amended Schedule 7 to reflect the reduction in the Maximum Loan Amount                    of the Loan or the Replacement Vessel Owner(s) and Replacement Vessel(s)                    (as the case may  be).  Any  reduction in the Maximum Amount of the Loan                    pursuant to this Clause 6.5 shall not be reversed save in accordance with this                    Clause 6.5.3.   6.6      Change of Control   In the event that a Change of Control occurs with respect to any           Security Party, the Maximum Amount of the Loan shall on the date falling thirty (30)           days from such Change of Control be reduced (i) in the case of a Change of Control           with  respect  to  the  Borrower,  to  zero, (ii)  in  the  case  of  a  Change  of  Control  with           respect to the Pledgor, in an amount equivalent to the aggregate of the Available Loan           Amounts applicable to the Collateral Vessels of the Collateral Owners directly owned           by the Pledgor and (iii) in the case of a Change of Control in respect of a Collateral           Owner, in an amount equivalent to the relevant Available Loan Amount applicable to           the Collateral Vessel owned by that Collateral Owner.  Any reduction in the Maximum           Amount  pursuant  to  this  Clause 6.6 shall  not  be reversed.  If,  as  a  result  of  any           reduction in the Maximum Amount of the Loan pursuant to this Clause 6.6, the Loan           Outstanding  would  exceed  the  Maximum  Amount  of  the  Loan,  the  Borrower  shall           simultaneously with that reduction prepay such amount of the Loan as will ensure that           the Loan Outstanding is not greater than the Maximum Amount of the Loan.   6.7      Vessel Retirement and Release Date  When a Collateral Vessel becomes 17 1⁄2 years           of age and the Maximum Amount of the applicable Collateral Vessel Tranche has been           reduced  to  zero,  the  Borrower  may  request  that  any  Security  Documents  or  other           Encumbrances  held  by  the  Agent  (whether  directly  or  indirectly)  in  relation  to  the    LONLIVE\37980466.10                                                                       Page 31                                                                                                  





 






             relevant Collateral Owner or with respect to the relevant Collateral Vessel (including           the relevant Collateral Owner’s Guarantee, unless it owns more than     one Collateral           Vessel) shall be released and such Collateral  Vessel and Collateral Owner (unless it           owns more than one Collateral Vessel) shall no longer be considered relevant for the           purposes of the Finance Documents, provided that on the proposed release date (the           “Vessel Retirement and Release Date”), (a) no Event of Default is continuing and           (b) the Borrower remains in compliance with the VTL Coverage (as defined in Clause           10.9) immediately following the release of the relevant Collateral Vessel (compliance           with the VTL Coverage for the purposes of this Clause 6.7 to be tested by the Agent           on the basis of the latest set of Valuations delivered by the Borrower pursuant to Clause           12.1.39).    6.8      Mandatory  prepayment  on  reduction  of  Maximum         Amount  If  the   Maximum           Amount of the Loan is reduced in accordance with Clause 3.7 to an amount which is           less than the amount outstanding under the Loan, the Borrower shall, simultaneously           with that reduction, prepay such amount of the Loan to ensure that the amount of the           Loan outstanding does not exceed the reduced Maximum Amount of the Loan.    6.9      Restrictions    Any  notice of prepayment or cancellation given  under this Clause   6           shall be irrevocable and, unless a contrary indication appears in this Agreement, shall           specify the date or dates upon which the relevant prepayment or cancellation is to be           made and the amount of that prepayment or cancellation.            Any prepayment or cancellation under this Agreement shall be made together with all           interest and Commitment Commission accrued on the amount so prepaid or reduced           up to and including the date of prepayment or reduction together with any Break Costs           in respect of such prepaid amount if the date of such prepayment is not the final day           of an Interest Period and subject to Clauses 6.3, 6.5, 6.6 and 6.7, without premium or           penalty.   6.10     If the Agent receives a notice under this Clause 6 it shall promptly forward a copy of           that notice to the Borrower or the Lenders, as appropriate.   7        Interest   7.1      Interest Periods   The period during which each Drawing shall be outstanding under           this Agreement shall be divided into consecutive Interest Periods of one or three or six           months' duration, as selected by the Borrower by written notice to the Agent not later           than 11:00 am on the third Business Day before the beginning of the Interest Period           in question, or any other period which will coincide with the end of any other Interest           Period then current, or such other duration as may be agreed by the Agent (acting on           the instructions of all the Lenders) and provided that no Interest Period shall extend           beyond the Maturity Date.     7.2      Beginning and end of Interest Periods   The first Interest Period in respect of each           Drawing shall begin on the Drawdown Date in respect of that Drawing and shall end           on  the  last  day  of  the  Interest  Period  selected  in  accordance  with  Clause 7.1.  Any           subsequent Interest Period selected in respect of a  Drawing  shall commence on the           day following the last day of its previous Interest Period and shall end on the last day           of its current Interest Period selected in accordance with Clause 7.1.    LONLIVE\37980466.10                                                                       Page 32                                                                                                  





 






    7.3      Interest Periods to meet Reduction Dates   If an Interest Period in respect of       a           Drawing   would  otherwise  expire  after  the  next Reduction Date,  there  shall  be  a           separate Interest Period for that Drawing and that separate Interest Period shall expire           on the next Reduction Date.   7.4      Non-Business Days   If an Interest Period would otherwise end on a day which is not           a Business Day, that Interest Period will instead end on the next Business Day in that           calendar month (if there is one) or the preceding Business Day (if there is not).   7.5      Interest rate   During each Interest Period interest shall accrue on the Loan at the           percentage rate per annum determined by the Agent to be the aggregate of (a) the           Margin and (b) LIBOR.   7.6      Failure to select Interest Period   If the Borrower at any time fails to select or agree           an Interest Period in respect of a Drawing in accordance with Clause 7.1, the interest           rate applicable shall be based on an Interest Period of three months.   7.7      Accrual and payment of interest   Interest shall accrue from day to day, shall be           calculated on the basis of a 360 day year and the actual number of days elapsed (or,           in any circumstance where market practice differs, in accordance with the prevailing           market practice) and shall be paid by the Borrower to the Agent for the account of the           Lenders on the last day of each Interest Period and, if the Interest Period is longer           than three months, on the dates falling at three monthly intervals after the first day of           that Interest Period.   7.8      Default  interest   If  the  Borrower  fails  to  pay  any  amount  payable  by  it  under  a           Finance Document on its due date, interest shall accrue on the overdue amount from           the due date, subject to any applicable grace period, up to the date of actual payment           (both before and after judgment) at a rate which is one point five percentage points           higher than the rate which would have been payable if the overdue amount had, during           the  period  of  non-payment,  constituted a  Drawing  in  the currency  of  the  overdue           amount    for  successive  Interest  Periods,  each  selected  by  the  Agent  (acting           reasonably).  Any interest accruing under this Clause 7.8 shall be immediately payable           by  the  Borrower  on  demand  by  the  Agent.   If  unpaid,  any  such  interest  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.   7.9      Absence of quotations   Subject to Clause      7.10, if LIBOR is to be determined by           reference to the Reference Banks but a Reference Bank does not supply a quotation           by 11.00 am on the Quotation Day, the applicable LIBOR shall be determined on the           basis of the quotations of the remaining Reference Banks.   7.10     Market disruption   If a Market Disruption Event occurs for any Interest Period, then           the rate of interest on each Lender's share of the relevant Drawing for that Interest           Period shall be the percentage rate per annum which is the sum of:            7.10.1   the Margin; and            7.10.2   the rate notified to the Agent by that Lender as soon as practicable, and in                    any event by close of business on the date falling 10 Business Days after the                    Quotation Day (or, if earlier, on the date falling 10 Business Days prior to 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  that   LONLIVE\37980466.10                                                                       Page 33                                                                                                  





 






                      Lender  of  funding  its  participation  in  the  relevant Drawing in  the  London                    Interbank  Market  or,  if  cheaper, from  whatever  source  it  may  reasonably                    select.                     In this Agreement "Market Disruption Event" means:                     (a)      at  or  about  noon  on  the  Quotation  Day  for  the  relevant  Interest                             Period  LIBOR  is  to  be  determined  by  reference  to  the  Reference                             Banks and none or only one of the Reference Banks supplies a rate                             to the Agent to determine LIBOR for dollars and the relevant Interest                             Period; or                     (b)      before close of business in New York on the Quotation Day for the                             relevant  Interest  Period,  the  Agent  receives  notifications  from  a                             Lender  or  Lenders  (whose  participations  in the  relevant Drawing                             equals or exceeds 50 per cent of that Drawing) that the cost to it of                             funding its participation in that Drawing from the London Interbank                             Market or, if cheaper, from whatever other source it may reasonably                             select, would be in excess of LIBOR.   7.11     Alternative basis of interest or funding            7.11.1   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  days)  with  a  view  to  agreeing  a substitute  basis  for                    determining the rate of interest.            7.11.2   Any alternative basis agreed pursuant to Clause 7.11.1 shall, with the prior                    consent of all the Lenders and the Borrower, be binding on all Parties.            7.11.3   If an alternative basis is not agreed pursuant to Clause  7.11.1, the rate of                    interest shall continue to be determined in accordance with Clause 7.10.   7.12     Determinations conclusive       The Agent shall promptly notify the Borrower of the           determination of a rate of interest under this Clause 7 and each such determination           shall (save in the case of manifest error) be final and conclusive.   8        Indemnities   8.1      Transaction expenses   The Borrower will, within fourteen (14) days of the Agent's           written demand, pay the Agent (for the account of the Finance Parties) the amount of           all reasonable and documented out of pocket costs and expenses (including legal fees)           reasonably incurred by the Finance Parties or any of them in connection with:            8.1.1    the  negotiation,  preparation,  printing,  execution  and  registration  of  the                    Finance  Documents  (whether  or  not  any  Finance  Document  is  actually                    executed or registered and whether or not the Loan is advanced);             8.1.2    any  amendment,  addendum  or  supplement  to  any  Finance  Document                    (whether or not completed); and            8.1.3    any other document which may at any time be required by a Finance Party to                    give effect to any Finance Document (other than the Master Agreements) or    LONLIVE\37980466.10                                                                       Page 34                                                                                                  





 






                      which  a  Finance  Party  is  entitled  to  call  for  or  obtain  under  any  Finance                    Document.   8.2      Funding costs   The Borrower shall indemnify each Finance Party, by payment to the           Agent (for the account of that Finance Party) on the Agent's written demand, against           all losses and costs incurred or sustained by that Finance Party if, for any reason due           to a default or other action by the Borrower, a Drawing is not advanced to the Borrower           after the relevant Drawdown Notice has been given to the Agent, or is advanced on a           date other than that requested in the Drawdown Notice.   8.3      Break Costs   The Borrower shall indemnify each Finance Party, by payment to the           Agent (for the account of that Finance Party) on the Agent's written demand, against           all documented costs, losses, premiums or penalties incurred by that Finance Party as           a  result  of  its  receiving  any  prepayment  of  all  or  any  part  of  a Drawing (whether           pursuant to Clause  6 or otherwise) on a day other than the last day of an Interest           Period  for  that Drawing,  or  any  other  payment under  or  in  relation  to  the  Finance           Documents  on  a  day  other  than  the  due  date  for  payment  of  the  sum  in  question,           excluding  Margin  but including  (without  limitation)  any  losses  or  costs  incurred  in           liquidating or re-employing deposits from third parties acquired to effect or maintain           all or any part of a Drawing, and any liabilities, expenses or losses incurred by any           Swap Provider in terminating or reversing, or otherwise in connection with, any non-          speculative interest or currency exchange transaction or arrangement entered into by           that Swap Provider with any member of the Borrower Group to hedge any exposure           arising under any Master Agreement, or in terminating or reversing, or otherwise in           connection with, any open position arising under any Master Agreement.   8.4      Currency indemnity       In the event of a Finance Party receiving or recovering any           amount payable under a Finance Document in a currency other than the Currency of           Account, and if the amount received or recovered is insufficient when converted into           the Currency of Account at the date of receipt to satisfy in full the amount due, the           Borrower  shall  promptly,  on  the  Agent's  written  demand,  pay  to  the  Agent  for  the           account of the relevant Finance Party such further amount in the Currency of Account           as is sufficient to satisfy in full the amount due and that further amount shall be due           to the Agent on behalf  of  the relevant Finance Party as  a separate debt  under this           Agreement.   8.5      Other Indemnities             8.5.1    The Borrower shall (or shall procure that a Security Party will), within three                    Business  Days  of  demand,  indemnify  each  Finance  Party  against  any  cost,                    loss or liability reasonably incurred by it as a result of:                     (a)      a failure by a Security Party to pay any amount due under a Finance                             Document on its due date, including without limitation, any cost, loss                             or liability arising as a result of Clause 15.23;                     (b)      the Loan (or part of the Loan) not being prepaid in accordance with                             a notice of prepayment given by the Borrower.   8.6      General indemnity            8.6.1    The Borrower hereby agrees at all times to pay promptly or, as the case may                    be,  indemnify  and  hold  the  Finance  Parties  and  their  respective  officers,   LONLIVE\37980466.10                                                                       Page 35                                                                                                  





 






                      directors,  representatives,   agents    and    employees    (together    the                    "Indemnified Parties") harmless on a full indemnity basis from and against                    each and every loss suffered or incurred by or imposed on any Indemnified                    Party related to or arising out of:                     (a)      the use of proceeds of the Loan;                     (b)      the execution and delivery of any commitment letter, engagement                             letter,  fee  letter,  the  Finance  Documents  or  any  other  document                             connected therewith or the performance of the respective obligations                             thereunder, including without limitation environmental liabilities; or                     (c)      any  claim,  action,  suit,  investigation  or  proceeding  relating  to  the                             foregoing  or  the  Security  Parties,  whether  or  not  any  Indemnified                             Party is a party thereto or target thereof, or the Indemnified Parties'                             roles  in  connection  therewith,  and  will  reimburse  the  Indemnified                             Parties,  on  demand,  for  all  reasonable  expenses  (including                             reasonable counsel fees and expenses and costs related to operating                             a secure website for Lenders' communication) as they are incurred                             by  the  Indemnified  Parties  in   connection  with  investigating,                             preparing for or defending any such claim, action, suit or proceeding                             (including  any  security  holder  actions  or  proceeding,  inquiry  or                             investigation),  whether  or  not  in  connection  with  pending  or                             threatened litigation in which the Security Parties are a party.            8.6.2    The  Borrower  will  not,  however,  be  responsible  for  any  claims,  liabilities,                    losses, damages or expenses of an Indemnified Party that are finally judicially                    determined by a court of competent jurisdiction to have resulted principally                    from the wilful misconduct or gross negligence of such Indemnified Party.            8.6.3    The foregoing shall be in addition to any rights that the Indemnified Parties                    may have at common law or otherwise and shall extend upon the same terms                    to and inure to the benefit of any Affiliate, director, officer, employee, agent                    or controlling person of an Indemnified Party.   8.7      Increased costs            8.7.1    Subject to Clause 8.9, the Borrower shall, within three (3) Business Days of                    a demand by the Agent, pay to the Agent for the account of a Finance Party                    the amount of any Increased Costs incurred by that Finance Party or any of                    its Affiliates as a result of (i) the introduction of or any change in (or in the                    interpretation, administration or application of) any law or regulation or (ii)                    compliance with any law or regulation made after the date of this Agreement                    or (iii) the implementation or application of or compliance with Basel III, CRR                    or CRD IV or any other law or regulation which implements Basel III, CRR or                    CRD  IV  (whether  such  implementation,  application  or  compliance  is  by  a                    government,  regulator,  that  Finance  Party  or  any  of  that  Finance  Party's                    Affiliates).            8.7.2    In this Agreement:                     (a)      "Basel III" means:    LONLIVE\37980466.10                                                                       Page 36                                                                                                  





 






                               (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                              (iii)    any further guidance or  standards published by  the Basel                                      Committee on Banking Supervision relating to "Basel III".                     (b)      "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                             Directives 2006/48/EC and 2006/49/EC, as amended, supplemented                             or restated.                     (c)      "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, as amended, supplemented                             or restated.                     (d)      "Increased Costs" means:                              (i)      a  reduction  in  the  rate  of  return  from  the  Loan  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  any  Finance  Document  or  funding  or  performing  its                             obligations under any Finance Document.   8.8      Increased cost claims            8.8.1    A  Finance  Party  intending  to  make  a  claim  pursuant  to  Clause 8.7 shall                    promptly notify the Agent of the event giving rise to the claim, following which                    the Agent shall promptly notify the Borrower.    LONLIVE\37980466.10                                                                       Page 37                                                                                                  





 






             8.8.2    Each Finance Party shall, as soon as practicable after a demand by the Agent,                    provide a certificate confirming the amount of its Increased Costs.   8.9      Exceptions  to  increased  costs   Clause     8.7 does  not  apply  to  the  extent  any           Increased Cost is:            8.9.1    compensated for by a payment made under Clause 8.12 (or would have been                    compensated  for  by  a  payment  made  under  Clause  8.12  but  was  not  so                    compensated solely because any of the exclusions in Clause 8.12.2 applied);                    or            8.9.2    compensated for by a payment made under Clause 17.3; or            8.9.3    attributable to a FATCA Deduction required to be made by a Party; or             8.9.4    attributable to the wilful breach by the relevant Finance Party (or an Affiliate                    of that Finance Party) of any law or regulation; or            8.9.5    attributable to the implementation or application of, or compliance with, the                    "International Convergence of Capital Measurement and Capital Standards, a                    Revised  Framework"  published  by  the  Basel  Committee  on  Banking                    Supervision in June 2004 in the form existing on the date of this Agreement                    (but excluding any amendment arising out of Basel III) ("Basel II") or any                    other  law  or  regulation  which  implements  Basel  II  (whether  such                    implementation,  application  or  compliance  is  by  a  government,  regulator,                    Finance Party or of its Affiliates).   8.10     Events of Default     The Borrower shall indemnify each Finance Party from time to           time, by payment to the Agent (for the account of that Finance Party) on the Agent's           written  demand,  against  all  losses  and  costs incurred  or  sustained  by  that  Finance           Party as a consequence of any Event of Default.    8.11     Enforcement costs   The Borrower shall pay to the Agent (for the account of each           Finance Party) on the Agent's written demand the amount of all costs and expenses           (including legal fees) incurred by a Finance Party in connection with the enforcement           of, or the preservation of any rights under, any Finance Document including (without           limitation) any losses, costs and expenses which that Finance Party may from time to           time sustain, incur or become liable for by reason of that Finance Party or other Finance           Party being a mortgagee of a Collateral Vessel and/or lender to the Borrower.  No such           indemnity  will  be  given  where  any  such  loss  or  cost  has  occurred  due  to  gross           negligence or wilful misconduct on the part of that Finance Party; however, this shall           not affect the right of any other Finance Party to receive such indemnity.   8.12     Taxes            8.12.1   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.            8.12.2   Clause 8.12.1 above shall not apply:    LONLIVE\37980466.10                                                                       Page 38                                                                                                  





 






                      (a)      with respect to any Tax assessed on a Finance Party:                              (i)      under the law of the jurisdiction in which that Finance Party                                      is  incorporated  or,  if  different,  the  jurisdiction  (or                                      jurisdictions)  in  which  that  Finance  Party  is  treated  as                                      resident for tax purposes; or                              (ii)     under  the  law  of  the  jurisdiction  in  which  that  Finance                                      Party's  Facility  Office  is  located  in  respect  of  amounts                                      received or receivable in that jurisdiction,                              if that Tax is imposed on or calculated by reference to the net income                             received or receivable (but not any sum deemed to be received or                             receivable) by that Finance Party;                     (b)      to  the  extent  a  loss,  liability  or  cost  is  compensated for  by  an                             increased payment under Clause 17.3; or                     (c)      to the extent a loss, liability or cost relates to a FATCA Deduction                             required to be made by a Party.            8.12.3   A Protected Party making, or intending to make, a claim under Clause 8.12.1                    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.            8.12.4   A Protected Party shall, on receiving a payment from a Security Party under                    this Clause 8.12, notify the Agent.   8.13     Stamp taxes              8.13.1   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.            8.13.2   Provided  that  no  Event  of  Default  has  occurred  and  is  continuing,  Clause                    8.13.1 shall  not  apply  in  respect  of  any  stamp  duty,  registration  or  other                    similar Taxes which are payable in respect of an assignment, transfer or other                    alienation of any kind by a Finance Party of any of its rights and/or obligations                    under a Finance Document.   8.14     VAT            8.14.1   All amounts set out or expressed in a Finance Document to be payable by any                    Party  or  any  Security  Party  to  a  Finance  Party  which  (in  whole  or  in  part)                    constitute the consideration for a supply or supplies for VAT purposes shall be                    deemed to be   exclusive  of any  VAT which is chargeable on such supply  or                    supplies,  and  accordingly,  subject  to Clause 8.14.2,  if  VAT  is  or  becomes                    chargeable on any supply made by any Finance Party to any Party or to any                    Security Party under a Finance Document and such Finance Party is required                    to account to the relevant tax authority for the VAT, that Party or Security                    Party shall pay to the Finance Party (in addition to and at the same time as                    paying  any  other  consideration  for  such  supply)  an  amount  equal  to  the    LONLIVE\37980466.10                                                                       Page 39                                                                                                  





 






                      amount  of  such  VAT  (and  such  Finance  Party  shall  promptly  provide an                    appropriate VAT invoice to such Party).            8.14.2   If VAT is or becomes chargeable on any supply made by any Finance Party                    (the  "Supplier")  to  any  other  Finance  Party  (the  "Recipient")  under  a                    Finance Document, and any Party other than the Recipient (the "Relevant                    Party") is required by the terms of any Finance Document to pay an amount                    equal to the consideration for that supply to the Supplier (rather than being                    required  to  reimburse  or  indemnify  the  Recipient  in  respect  of  that                    consideration):                     (a)      (where the Supplier is the person required to account to the relevant                             tax authority for the VAT) the Relevant Party must also pay to the                             Supplier  (at  the  same  time  as  paying  that  amount)  an  additional                             amount equal to the amount of the VAT.  The Recipient must (where                             this  Clause (a) applies)  promptly  pay  to  the  Relevant  Party  an                             amount equal to any credit or repayment the Recipient receives from                             the relevant tax authority which the Recipient reasonably determines                             relates to the VAT chargeable on that supply; and                     (b)      (where  the  Recipient  is  the  person  required  to  account  to  the                             relevant  tax  authority  for  the  VAT)  the  Relevant  Party  must                             promptly, following demand from the Recipient, pay to the Recipient                             an amount equal to the VAT chargeable on that supply but only to                             the  extent  that  the  Recipient  reasonably  determines  that  it  is  not                             entitled  to  credit  or  repayment  from  the  relevant  tax  authority  in                             respect of that VAT.            8.14.3   Where a Finance Document requires any Party to     reimburse or indemnify a                    Finance Party for any cost or expense, that Party shall reimburse or indemnify                    (as the case may be) such Finance Party for the full amount of such cost or                    expense, including such part thereof as represents VAT, save to the extent                    that such Finance Party reasonably determines that it is entitled to credit or                    repayment in respect of such VAT from the relevant tax authority.            8.14.4   Any reference in this Clause 8.14 to any Party shall, at any time when such                    Party is treated as a member of a group for VAT    purposes, include (where                    appropriate  and  unless  the  context  otherwise  requires)  a  reference  to any                    member of such group at such time.            8.14.5   In relation to any supply made by a Finance Party to any Party under a Finance                    Document, if reasonably requested by such    Finance Party, that Party must                    promptly  provide  such  Finance  Party  with  details  of  that  Party's  VAT                    registration  and  such  other  information  as  is  reasonably  requested  in                    connection with such Finance Party's VAT reporting requirements in relation                    to such supply.   8.15     FATCA Information            8.15.1   Subject to Clause 8.15.3, each Party shall, within ten (10) Business Days of                    a reasonable request by another Party:                     (a)      confirm to that other Party whether it is:   LONLIVE\37980466.10                                                                       Page 40                                                                                                  





 






                               (i)      a FATCA Exempt Party; or                              (ii)     not a FATCA Exempt Party; and                     (b)      supply  to  that  other  Party  such  forms,  documentation  and  other                             information  relating  to  its  status  under  FATCA  as  that  other  Party                             reasonably  requests  for  the  purposes  of  that  other  Party's                             compliance with FATCA; and                     (c)      supply  to  that  other  Party  such  forms,  documentation  and  other                             information  relating  to  its  status  as  that  other  Party  reasonably                             request for the purposes of that other Party's compliance with any                             other law, regulation or exchange of information regime.            8.15.2   If a Party confirms to another Party pursuant to Clause 8.15.1(a) 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.            8.15.3   Clause 8.15.1 above shall not oblige any Finance Party to do anything, and                    Clause 8.15.1(c)  shall not oblige any Party to do anything, which would or                    might in its reasonable opinion constitute a breach of:                     (a)      any law or regulation;                     (b)      any fiduciary duty; or                     (c)      any duty of confidentiality.             8.15.4   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  Clause 8.15.1  (including,  for  the  avoidance  of  doubt,  where  Clause                    8.15.3  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.            8.15.5   If the Borrower is a US Tax Obligor or the Agent reasonably believes that its                    obligations under FATCA or any other applicable law or regulation require it,                    each Lender shall, within ten (10) Business Days of:                     (a)      where the Borrower is a US Tax Obligor and the relevant Lender is a                             Lender on the date of this Agreement, the date of this Agreement;                     (b)      where the Borrower is a US Tax Obligor on a date on which any other                             Lender becomes a Party as a Lender, that date; or                     (c)      where the Borrower is not a US Tax Obligor, the date of a request                             from the Agent,                     supply to the Agent:                              (i)      a withholding certificate on Form W-8 or Form W-9 or any                                      other relevant form; or    LONLIVE\37980466.10                                                                       Page 41                                                                                                  





 






                               (ii)     any    withholding   statement    or    other   document,                                      authorisation or waiver as the Agent may require to certify                                      or establish the status of such Lender under FATCA or that                                      other law or regulation.            8.15.6   The Agent shall provide any  withholding certificate,  withholding statement,                    document,   authorisation  or  waiver it  receives  from  a  Lender  pursuant  to                    Clause 8.15.5 to the Borrower.            8.15.7   If any withholding certificate, withholding statement, document, authorisation                    or waiver provided to the Agent by a Lender pursuant to Clause 8.15.5 is or                    becomes  materially  inaccurate  or  incomplete,  that  Lender  shall  promptly                    update  it  and  provide  such  updated  withholding  certificate,  withholding                    statement,  document,  authorisation  or  waiver  to  the  Agent  unless  it  is                    unlawful  for  the  Lender  to  do  so  (in  which  case  the  Lender  shall  promptly                    notify  the  Agent).   The  Agent  shall  provide  any  such  updated  withholding                    certificate, withholding statement, document, authorisation or waiver to the                    Borrower.            8.15.8   The  Agent  may  rely  on  any  withholding  certificate,  withholding  statement,                    document,  authorisation  or  waiver  it  receives  from  a  Lender  pursuant  to                    Clause 8.15.5 or 8.15.7 without further verification.  The Agent shall not be                    liable for any action taken by it under or in connection with Clause  8.15.5,                    8.15.6 or 8.15.7.   8.16     FATCA Deduction            8.16.1   Each Party may make any FATCA Deduction it is required by FATCA to make,                    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.            8.16.2   Each Party shall promptly, upon becoming aware that it must make a FATCA                    Deduction (or that there is any change in the rate or the basis of such FATCA                    Deduction) notify the Party to whom it is making the payment and, in addition,                    shall notify the Borrower, the Agent and the other Finance Parties.   9        Fees   9.1      Commitment fee   The Borrower shall pay to the Agent (for the account of the Lenders           in proportion to their Commitments) a fee computed at the rate of thirty five per cent           (35%) of the relevant Margin on the undrawn and uncancelled amount of the Maximum           Amount of the Loan from time to time for the period beginning on the Execution Date           until the Final Availability Date (including, for the avoidance of doubt, on the amount           of any  relevant Available Loan Amount   reduced on account of a potential Collateral           Substitution for the period from the sale or Total Loss Payment Date of the Collateral           Vessel in question to the earlier of (i) the end of the Vessel Replacement Period   or           Total Loss Vessel Replacement Period (as the case may be) and (ii) the date on which           the Borrower has effected such Collateral Substitution).            The accrued commitment fees are payable on the last day of each successive period           of three months commencing from the Execution Date which ends prior to the Final   LONLIVE\37980466.10                                                                       Page 42                                                                                                  





 






             Availability Date, on the Final Availability Date and (on the cancelled amount of the           relevant Lender's Commitment) at the time the cancellation is effective.    9.2      Other fees   The Borrower shall pay to the Agent the fees in the amounts and at the           times agreed in any Fee Letter.   9.3      Upsize Fees   The Borrower shall pay to the Agent on behalf of the Lenders the fees           in the amount and at the times agreed in each Upsize Notice.   10       Security and Application of Moneys   10.1     Security Documents   As security for the payment of the Indebtedness, the Borrower           shall execute and deliver to the Agent or cause to be executed and delivered to the           Agent at the relevant time, the following documents in such forms and containing such           terms and conditions as the Agent shall require:            10.1.1   a first priority statutory or preferred mortgage (as the case may be) over each                    Collateral Vessel together with a collateral deed of covenants (if applicable),                    and if such mortgage shows the amount secured, such amount shall be no                    less than 110% of the Indebtedness (if allowed by applicable law);            10.1.2   a first priority deed of assignment of the Insurances, Earnings, Charter Rights                    (if applicable) and Requisition Compensation of each Collateral Vessel;            10.1.3   a guarantee and indemnity from each Collateral Owner and the Pledgor;             10.1.4   a first priority pledge of all the membership interests or shares (as the case                    may be) in each Collateral Owner from the Borrower or the Pledgor (as the                    case may be);             10.1.5   a first priority account security deed in respect of the Earnings Account and                    all amounts from time to time standing to the credit of the Earnings Account;             10.1.6   at any time when the Approved Managers of a Collateral Vessel are not the                    Borrower, Teekay, Teekay Marine (Singapore) Pte. Ltd. or any other member                    of the Borrower Group or the Teekay Group, a Managers' Confirmation; and            10.1.7   a first priority deed of charge over the Master Agreement Proceeds in respect                    of each Master Agreement.    10.2     Earnings  Account   The  Borrower  shall  maintain  the  Earnings  Account  with  the           Account Holder for the duration of the Facility Period free of Encumbrances and rights           of set off other than those created by or under the Finance Documents and, from the           date  of  this  Agreement  until  the  First  Drawdown  Date,  any  Encumbrance  created           pursuant to any of the Existing Loan Agreements.   10.3     Earnings   The  Borrower  shall  procure  that  all  Earnings  and  any  Requisition           Compensation are credited to the Earnings Account.   10.4     Withdrawals  from  Earnings  Account   Subject  to  no  Event  of  Default  being           continuing, the Borrower may freely withdraw any sum standing to the credit of the           Earnings Account.    LONLIVE\37980466.10                                                                       Page 43                                                                                                  





 






    10.5     Relocation of   Earnings  Account   On and at any time after the occurrence of an           Event  of  Default  which  is  continuing,  the  Agent  may  without  the  consent  of  the           Borrower instruct the Account Holder to relocate the Earnings Account to any other           branch of the Account Holder, without prejudice to the continued application of this           Clause  10 and the rights of the Finance Parties under the Finance Documents.  The           Agent shall promptly notify the Finance Parties following a relocation of the Earnings           Account pursuant to this Clause.   10.6     Access to information   The Borrower agrees that the Agent (and its nominees) may           from time to time during the Facility Period upon reasonable prior request review the           records held by the Account Holder (whether in written or electronic form) in relation           to the Earnings Account, and irrevocably waives any right of confidentiality which may           exist in relation to those records.   10.7     Application after acceleration   From and after the giving of notice to the Borrower           by the Agent under Clause 13.2, the Borrower shall procure that all sums from time to           time standing to the credit of the Earnings Account are immediately transferred to the           Agent  for  application  in  accordance  with  Clause 10.8 and  the  Borrower  irrevocably           authorises the Agent to instruct the Account Holder to make those transfers.   10.8     General application of moneys   Whilst an Event of Default is continuing unremedied           or unwaived the Borrower irrevocably authorises the Agent to apply (and the     Agent           agrees to apply) all sums which it may receive under or in connection with any Security           Document,  in  or  towards  satisfaction,  or  by  way  of  retention  on  account,  of  the           Indebtedness, as follows:            10.8.1   first  in  payment  of  all  outstanding  amounts  (including, but  not  limited  to,                    outstanding fees and expenses) payable to the Agent;            10.8.2   secondly in or towards payment of all outstanding interest hereunder;            10.8.3   thirdly in or towards payment of all outstanding principal hereunder;            10.8.4   fourthly in or towards payment of all other Indebtedness hereunder;            10.8.5   fifthly the balance, if any, shall be remitted to the Borrower or whoever may                    be entitled thereto,            provided that   any  part  of  the  Indebtedness  arising  out  of  the  Master  Agreements           shall be satisfied only after every other part of the Indebtedness for the time being           due and payable has been satisfied in full.   10.9     Additional security    If at any time the aggregate of the Fair Market Value of the           Collateral Vessels and the value of any additional security (such value to be the face           amount of the deposit (in the case of cash), determined conclusively by appropriate           advisers appointed by the Agent (in the case of other charged assets), and determined           by the Agent, acting reasonably (in all other cases)) for the time being provided to the           Agent under this Clause 10.9 is less than one hundred and twenty five per cent (125%)           of the amount of the Loan then outstanding (the "VTL Coverage") the Borrower shall,           within thirty (30) days of the Agent's request, at the Borrower's option:    LONLIVE\37980466.10                                                                       Page 44                                                                                                  





 






             10.9.1   pay to the Agent or to its nominee a cash deposit in the amount of the shortfall                    to be secured in favour of the Agent as additional security for the payment of                    the Indebtedness; or             10.9.2   give to the Agent other additional security in amount and form acceptable to                    the Agent (acting on the instructions of all of the Lenders); or            10.9.3   prepay the Loan in the amount of the shortfall.             Clause 6.9 shall apply, mutatis mutandis, to any prepayment made under this Clause           10.9 and the value of any additional security provided shall be determined as stated           above.            If, at any time after the Borrower has provided additional security in accordance with           the Agent's request under this Clause 10.9, the Agent shall determine when testing           compliance with the VTL Coverage that all or any part of that additional security may           be released without resulting in a shortfall in the VTL Coverage, then, provided that           no  Default  is  continuing,  the  Agent  shall  release  all  or  any  part  of  that  additional           security,  but  this  shall  be  without  prejudice  to  the  Agent's  right  to  make  a  further           request under this Clause 10.9 should the value of the remaining security subsequently           merit it.   11       Representations and Warranties            The Borrower represents and warrants to each of the Finance Parties at the Execution           Date and (by reference to the facts and circumstances then pertaining) at the date of           each Drawdown Notice, at each Drawdown Date and at each Interest Payment Date as           follows (except that the representation and warranty contained at Clause    11.7 shall           only  be  made  on  the  Execution  Date  and  the  First  Drawdown  Date  and     the           representations  and  warranties  at  Clause 11.2,  Clause 11.6 and  Clause 11.22 shall           only be made on the Execution Date):   11.1     Status and Due Authorisation  Each of the Security Parties is a corporation or limited           liability  company  duly  incorporated  or  formed  under  the  laws  of  its  jurisdiction  of           incorporation or formation (as the case may be) with power to enter into the Finance           Documents  and to exercise its rights and perform  its  obligations under the Finance           Documents and all corporate and other action required to authorise its execution of           the  Finance  Documents  and  its  performance  of  its  obligations  thereunder  has  been           duly taken.   11.2     No Deductions or Withholding  Under the laws of the Security Parties' respective           jurisdictions  of  incorporation  or  formation  in  force  at  the  date  hereof,  none  of  the           Security  Parties  will  be  required  to  make  any  deduction  or  withholding  from  any           payment it may make under any of the Finance Documents.   11.3     Claims Pari Passu   Under the laws of the Security Parties' respective jurisdictions of           incorporation or formation in force at the date hereof, the Indebtedness will, to the           extent  that  it  exceeds  the  realised  value  of  any  security  granted  in  respect  of  the           Indebtedness, rank at least pari passu with all the Security Parties' other unsecured           indebtedness  save  that  which  is  preferred  solely  by  any  bankruptcy,  insolvency  or           other similar laws of general application.    LONLIVE\37980466.10                                                                       Page 45                                                                                                  





 






    11.4     No Immunity   In any proceedings taken in any       of the Security Parties' respective           jurisdictions of incorporation or formation in relation to any of the Finance Documents,           none  of  the  Security  Parties  will  be  entitled  to  claim  for  itself  or  any  of  its  assets           immunity from suit, execution, attachment or other legal process.   11.5     Governing Law and Judgments   In any proceedings taken in any of the Security           Parties' jurisdiction  of  incorporation  or  formation  in  relation  to  any  of  the  Finance           Documents in which there is an express choice of the law of a particular country as the           governing law thereof, that choice of law and any judgment or (if applicable) arbitral           award obtained in that country will be recognised and enforced.   11.6     Validity and Admissibility in Evidence  As at the date hereof, all acts, conditions           and things required to be done, fulfilled and performed in order (a) to enable each of           the Security Parties lawfully to enter into, exercise its rights under and perform and           comply with the obligations expressed to be assumed by it in the Finance Documents,           (b) to ensure that the obligations expressed to be assumed by each of the Security           Parties  in  the  Finance  Documents  are  legal,  valid  and  binding  and  (c)  to  make  the           Finance  Documents  admissible  in  evidence  in  the  jurisdictions of  incorporation  or           formation of each of the Security Parties, have been done, fulfilled and performed.   11.7     No  Filing  or  Stamp  Taxes  Under  the  laws  of  the  Security  Parties' respective           jurisdictions of incorporation or formation in force at the date hereof, it is not necessary           that any  of the Finance Documents be filed, recorded or enrolled with any  court or           other authority in its jurisdiction of incorporation or formation (other than the relevant           maritime registry, to the extent applicable) or that any stamp, registration or similar           tax be paid on or in relation to any of the Finance Documents.   11.8     Binding  Obligations   The  obligations  expressed  to  be  assumed  by  each  of  the           Security Parties in the Finance Documents are legal and valid obligations, binding on           each of them in accordance with the terms of the Finance Documents and no limit on           any of their powers will be exceeded as a result of the borrowings, granting of security           or giving of guarantees contemplated by the Finance Documents or the performance           by any of them of any of their obligations thereunder.   11.9     No misleading information   To the best of its knowledge, any factual information           provided by any Security Party to any Finance Party in connection with the Loan was           true and accurate in all material respects as at the date it was provided  and is not           misleading in any respect.   11.10    No  Winding-up  None  of  the  Security  Parties  has  taken  any  corporate  or  limited           liability company action nor have any other steps been taken or legal proceedings been           started or (to the best of the Borrower's knowledge and belief) threatened against any           Security Party for its winding-up, dissolution, administration or reorganisation or for           the appointment of a receiver, administrator, administrative receiver, trustee or similar           officer  of  it  or  of  any  or  all  of  its  assets  or  revenues  which  might  have  a  Material           Adverse Effect.   11.11    Solvency            11.11.1  None  of  the  Security  Parties  nor  the  Borrower  Group  taken  as  a  whole  is                    unable,  or  admits  or  has  admitted  its  inability,  to  pay  its  debts  or  has                    suspended making payments in respect of any of its debts.    LONLIVE\37980466.10                                                                       Page 46                                                                                                  





 






             11.11.2  None  of  the  Security  Parties  by  reason  of  actual  or  anticipated  financial                    difficulties, has commenced, or intends to commence, negotiations with one                    or more of its creditors with a view to rescheduling any of its indebtedness.            11.11.3  The value of the assets of each Security Party and the Borrower Group taken                    as a whole is not less than the liabilities of such entity or the Borrower Group                    taken as a whole (as the case may be) (taking into account contingent and                    prospective liabilities).            11.11.4  No moratorium   has been, or may, in the reasonably foreseeable future be,                    declared in respect of any indebtedness of any Security Party.   11.12    No Material Defaults            11.12.1  Without  prejudice  to  Clause 11.12.2,  none  of  the  Security  Parties  are  in                    breach of or in default under any agreement to which it is a party or which is                    binding on it or any of its assets to an extent or in a manner which might                    have a Material Adverse Effect.            11.12.2  No Event of Default is continuing or might reasonably be expected to result                    from the advance of the Loan.   11.13    No Material Proceedings   No action or administrative proceeding of or before any           court, arbitral body or agency which is not covered by adequate insurance or which           might have  a Material Adverse Effect has been started or is reasonably likely to be           started.   11.14    Accounts   All financial statements relating to the Borrower required to be delivered           under Clause 12.1.1 and Clause 12.1.4, were each prepared in accordance with GAAP,           give  (in  conjunction  with  the  notes  thereto)  a  true  and  fair  view  of  (in  the  case  of           annual financial statements) or fairly represent (in the case of quarterly accounts) the           financial condition of the Borrower and its Subsidiaries at the date as of which they           were  prepared  and  the  results  of  their  operations  during  the  financial  period  then           ended.   11.15    No Material Adverse Change   Since the publication of the last financial statements           relating to the Borrower and its Subsidiaries delivered pursuant to Clause 12.1.1 and           Clause 12.1.4, there has been no change that has a Material Adverse Effect.   11.16    No Undisclosed Liabilities      As at the date to which the Accounts were prepared           none of the Security Parties had any material liabilities (contingent or otherwise) which           were not disclosed thereby (or by the notes thereto) or reserved against therein nor           any unrealised or anticipated losses arising from commitments entered into by it which           were not so disclosed or reserved against therein.   11.17    No Obligation to Create Security   The execution of the Finance Documents by the           Security Parties and their exercise of their rights and performance of their obligations           thereunder will not result in the existence of nor oblige any Security Party to create           any Encumbrance over all or any of their present or future revenues or assets, other           than pursuant to the Security Documents.   11.18    No Breach  The execution of the Finance Documents by each of the Security Parties           and their exercise of their rights and performance of their obligations under any of the    LONLIVE\37980466.10                                                                       Page 47                                                                                                  





 






             Finance  Documents  do  not  constitute  and  will  not  result  in  any  breach  of  any           agreement or treaty to which any of them is a party.   11.19    Security   Each of the Security Parties is the legal and beneficial owner of all assets           and other property which it purports to charge, mortgage, pledge, assign or otherwise           secure pursuant to each Security Document and those Security Documents to which it           is  a  party  create  and  give  rise  to  valid  and  effective  security  having  the  ranking           expressed in those Security Documents.   11.20    Necessary Authorisations   The Necessary Authorisations required by each Security           Party are in full force and effect,  and each Security Party is in compliance with the           material provisions of each such Necessary Authorisation relating to it and, to the best           of its knowledge, none of the Necessary Authorisations relating to it are the subject of           any pending or threatened proceedings or revocation.   11.21    Money Laundering   Any amount borrowed hereunder, and the performance of the           obligations of the Security Parties under the Finance Documents, will be for the account           of members of the Borrower Group and will not involve any breach by any of them of           any law or regulatory measure relating to "money laundering" as defined in Article 1           of the Directive ((EU) 2015/849) of the European Parliament and of the Council of the           European Communities.   11.22    Disclosure of material facts   The Borrower is not aware of any material facts or           circumstances  which  have   not  been  disclosed  to  the  Agent  and  which  might,  if           disclosed, have reasonably been expected to adversely affect the decision of a person           considering whether or not to make loan facilities of the nature contemplated by this           Agreement available to the Borrower.   11.23    No breach of laws            11.23.1  None of the Security Parties has breached any law or regulation which breach                    has or is reasonably likely to have a Material Adverse Effect.            11.23.2  No labour disputes are current or (to the best of the Borrower's knowledge                    and belief) threatened against any member of the Borrower Group which have                    or are reasonably likely to have a Material Adverse Effect.   11.24    Anti-money  laundering,  anti-corruption  and  anti-bribery  laws   None  of  the           Security  Parties  nor  any  of  their  Subsidiaries,  directors  or  officers,  or,  to  the  best           knowledge  of  any  Security  Party,  any  Affiliate  of  it,  has  engaged  in  any  activity  or           conduct which would violate any applicable anti-money laundering, anti-corruption or           anti-bribery laws, regulations or rules in any applicable jurisdiction.   11.25    Environmental laws            11.25.1  Each member of the Borrower Group is in compliance with Clause 12.1.14 and                    (to  the  best  of  its  knowledge  and  belief)  no  circumstances  have  occurred                    which would prevent such compliance in a manner or to an extent which has                    or is reasonably likely to have a Material Adverse Effect.            11.25.2  No  Environmental  Claim  has  been  commenced  or  (to  the  best  of  the                    Borrower's knowledge and belief) is threatened against any member of the                    Borrower Group where that claim has    or is reasonably likely, if determined    LONLIVE\37980466.10                                                                       Page 48                                                                                                  





 






                      against  that  member  of  the  Borrower  Group,  to  have  a  Material  Adverse                    Effect.   11.26    Use of Facility   The Loan will be used for the purposes specified in the Recital.   11.27    Taxation            11.27.1  The Borrower is not materially overdue in the filing of any Tax returns and it                    is not overdue in the payment of any amount in respect of Tax of $5,000,000                    (or its equivalent in any other currency) or more, save in the case of Taxes                    which are being contested on bona fide grounds.            11.27.2  No claims or investigations are being made or conducted against the Borrower                    with respect to Taxes such that a liability of, or claim against, the Borrower                    of $5,000,000 (or its equivalent in any other currency) or more is reasonably                    likely to arise.   11.28    Shares            The shares or membership interests (as the case may be) of the Borrower and each           Collateral Owner are fully paid and not subject to  any option to purchase or similar           rights.  The constitutional documents of each Collateral Owner do not and could not           restrict  or  inhibit  any  transfer  of  those  shares  on  creation  or  enforcement  of  the           Security Documents.  There are no agreements in force which provide for the issue or           allotment of, or grant any person the right to call for the issue or allotment of, any           share  or  loan  capital  of any member  of  the  Borrower  Group,  the  Borrower  and  the           Collateral Owners (including any option or right of pre-emption or conversion).   11.29    Sanctions            11.29.1  No Security Party nor any of their respective directors, officers or employees:                     (a)      is a Restricted Party; or                     (b)      has  received  notice  of  or  is  aware  of  any  claim,  action,  suit,                             proceeding or investigation against it with respect to Sanctions by                             any Sanctions Authority.            11.29.2  No Collateral Vessel is a vessel with which any Finance Party is prohibited or                    restricted from dealing with under any Sanctions.            11.29.3  Each of the Security Parties is in compliance with all Sanctions.            11.29.4  Each  Security  Party  has  instituted  and  maintains  policies  and  procedures                    designated to promote and achieve compliance by the Security Parties with                    Sanctions.    11.30    Representations Limited   The representation and warranties of the Borrower in this           Clause 11 are subject to:            11.30.1  the principle that equitable remedies are remedies which may be granted or                    refused at the discretion of the court;    LONLIVE\37980466.10                                                                       Page 49                                                                                                  





 






             11.30.2  the  limitation  of  enforcement  by  laws  relating  to  bankruptcy,  insolvency,                    liquidation,  reorganisation,  court  schemes,  moratoria,  administration  and                    other laws generally affecting or limiting the rights of creditors;            11.30.3  the time barring of claims under any applicable limitation acts;            11.30.4  the possibility that a court may strike out provisions from a contract as being                    invalid for reasons of oppression, undue influence or similar; and            11.30.5  any other reservations or qualifications of law expressed in any legal opinions                    obtained by the Agent in connection with the Loan; and   11.31    Sanctions  Exception  The  representations  and  warranties  and  covenants  given  in           Clause 11.29  and Clause 12.1.12 respectively shall only be given, and be applicable           to, a Lender incorporated in the Federal Republic of Germany insofar as the giving of           and compliance with such representations and warranties and covenants do not result           in  a  violation  of  or  conflict  with  section 7  of  the  German  Foreign Trade  Regulation           (Außenwirtschaftsverodnung)    (in  conjunction  with  section 4,  paragraph 1a,  no.3           foreign  trade  law  (AWG)  (Außenwirtschaftsgesetz)),  any  provision  of  Council           Regulation  (EC) 2271/1996  (in  conjunction  with  Commission  Delegated  Regulation           EU 2018/1100) or any similar applicable anti-boycott laws or regulation.   12       Undertakings and Covenants            The undertakings and covenants in this Clause 12 remain in force for the duration of           the Facility Period.   12.1     General Undertakings            12.1.1   Financial statements   The Borrower shall supply to the Agent as soon as                    the same become available, but in any event within one hundred and eighty                    (180) days after the end of each of its financial years, its audited consolidated                    financial statements for that financial year.            12.1.2   Cash Flow Projections   The Borrower shall supply to the Agent as soon as                    the same become available, but in any event prior to the start of each of its                    financial years, its cash flow projections for the coming financial year.            12.1.3   Requirements  as  to  financial  statements   Each  set  of  financial                    statements delivered by the Borrower under Clause 12.1.1:                     (a)      shall be certified by an authorised signatory of the Borrower as fairly                             representing its financial condition as at the date as at which those                             financial statements were drawn up; and                     (b)      shall be prepared in accordance with GAAP.            12.1.4   Interim financial statements   The Borrower shall supply to the Agent as                    soon as the same become available, but in any event within one hundred and                    twenty (120) days after the end of the first, second and third quarter during                    each  of  its  financial  years,  its  unaudited  consolidated  quarterly  financial                    statements for that quarter.    LONLIVE\37980466.10                                                                       Page 50                                                                                                  





 






             12.1.5   Compliance  Certificates   The  Borrower  shall      supply  to  the  Agent  a                    Compliance  Certificate,  signed  by  a  duly  authorised  representative  of  the                    Borrower, with each set of its annual financial statements delivered pursuant                    to  Clause 12.1.1  (the  "Annual  Statements")  and  with  each  set  of  its                    quarterly  financial  statements  delivered  pursuant  to  Clause 12.1.4 (the                    "Quarterly Statements") which, in each case, shall contain computations as                    to  compliance  with  Clause  12.2  as  at  the  date  the  relevant  financial                    statements were drawn up.            12.1.6   Information: miscellaneous   The Borrower shall, and shall procure that                    each of the other Security Parties shall, supply to the Agent:                     (a)      promptly  upon  becoming  aware  of  them,  details of  any  material                             litigation,  arbitration  or  administrative  proceedings  which  are                             current,  threatened  or  pending  against  any  Security  Party,  and                             which,  if  adversely  determined,  are  reasonably  likely  to  have  a                             Material Adverse Effect;                     (b)      promptly,  details  of  any capture,  seizure,  arrest,  confiscation  or                             detention of any Collateral Vessel which remains in existence five (5)                             Business Days after the initial capture, seizure, arrest, confiscation                             or detention (as the case may be); and                     (c)      promptly, such further information regarding the financial condition,                             business  and  operations  of  any  Security  Party  as  the  Agent  may                             reasonably request in writing.            12.1.7   Maintenance of Legal Validity   The Borrower shall, and shall procure that                    each of the other Security Parties shall, comply with the terms of and do all                    that is necessary to maintain in full force and effect all Authorisations required                    in  or  by  the  laws  and  regulations  of  its  jurisdiction  of  formation  or                    incorporation  and  all  other  applicable  jurisdictions,  to  enable  it  lawfully to                    enter into and perform its obligations under the Security Documents and to                    ensure the legality, validity, enforceability or admissibility in evidence of the                    Security  Documents  in  its  jurisdiction  of  incorporation,  formation  or                    organisation and all other applicable jurisdictions.            12.1.8   Notification of Default   The Borrower shall promptly, upon becoming aware                    of the same, inform the Agent in writing of the occurrence of any Event of                    Default and, upon receipt of a written request to that effect from the Agent,                    confirm  to  the  Agent  that,  save  as  previously  notified  to  the  Agent  or  as                    notified in such confirmation, no Event of Default has occurred.            12.1.9   Claims Pari Passu   The Borrower shall, and shall procure that each of the                    other Security Parties shall, ensure that at all times the claims of the Finance                    Parties against it under the Security Documents rank at least pari passu with                    the claims of all its other unsecured creditors save those whose claims are                    preferred  by  any  bankruptcy,  insolvency,  liquidation,  winding-up  or  other                    similar laws of general application.            12.1.10  Necessary Authorisations   Without prejudice to any specific provision of                    the Security Documents relating to an Authorisation, the Borrower shall, and    LONLIVE\37980466.10                                                                       Page 51                                                                                                  





 






                      shall procure that each of the other Security Parties shall, (i) obtain, comply                    with  and  do  all  that  is  necessary  to  maintain  in  full  force  and  effect  all                    Necessary  Authorisations  if  a  failure  to  do  the  same  may  cause  a  Material                    Adverse Effect; and (ii) promptly upon request, supply certified copies to the                    Agent of all Necessary Authorisations.             12.1.11  Compliance with Applicable Laws   The Borrower shall, and shall procure                    that each of the other Security Parties shall, comply with all applicable laws,                    including Environmental Laws, to which it may be subject (except as regards                    Sanctions to which Clause 12.1.12 applies, and anti-money laundering, anti-                   corruption and anti-bribery laws to which Clause 12.1.13 applies) if a failure                    to do the same may have a Material Adverse Effect.            12.1.12  Sanctions                     (a)      The Borrower shall not and shall procure that no Security Party will,                             directly  or  indirectly,  make  any  proceeds  of  the  Loan  or  other                             transaction(s) contemplated by any Finance Document available to,                             or  for  the  benefit  of,  a  Restricted  Party  or  permit  or  otherwise                             authorise  any  such  proceeds  to  be  applied  in  a  manner  or  for  a                             purpose  prohibited  by  Sanctions  or  which  would  be  reasonably                             expected  to  put  any  Finance  Party  in  breach  of  any  Sanctions to                             which it adheres.                     (b)      The  Borrower  shall not,  and  shall  procure  that  no  Security  Party                             shall:                              (i)      become a Restricted Party;                              (ii)     be subject to or the target of any action by any regulatory                                      or  enforcement  authority  or  third  party  in relation  to  any                                      Sanctions of any Sanctions Authority;                              (iii)    become 50% or more owned, directly or indirectly, by, or                                      act directly or indirectly on behalf of or for the benefit of, a                                      Restricted Party (it being understood that if a Security Party                                      engages in a chartering activity with a charterer that is the                                      target  of  any  sectoral  Sanctions,  such  chartering  activity                                      shall not constitute "acting directly or indirectly on behalf of                                      or  for  the  benefit  of,  a  Restricted Party",  where  such                                      chartering  activity  is  not  in  breach  of sectoral Sanctions                                      imposed by the Sanctions Authorities);                              (iv)     own or control, directly or indirectly, a Restricted Party; or                              (v)      be in breach of Sanctions.                     (c)      The  Borrower  shall,  and  shall  procure  that  each Collateral  Owner                             shall,  prevent its  assets, the  assets  subject  to  the  Security                             Documents  or  any  Collateral  Vessel  from  being  used,  directly  or                             indirectly:    LONLIVE\37980466.10                                                                       Page 52                                                                                                  





 






                               (i)      by,  or  for  the  benefit  of,  any  Restricted  Party  (including                                      being sold, chartered, leased or otherwise provided directly                                      or indirectly to any Restricted Party) if such use would be in                                      breach of Sanctions; and/or                              (ii)     in any trade which is prohibited under  Sanctions or which                                      could  expose  the  relevant  Collateral  Vessel,  any  Finance                                      Party or any Approved Manager to enforcement proceedings                                      or  any  other  consequences  whatsoever  arising  from                                      Sanctions.                     (d)      Without prejudice to the rights of the Finance Parties under any other                             provisions of this Agreement and the other  Finance Documents, if                             the  relevant  Collateral  Owner  or the  Borrower  finds  out  that  a                             Collateral Vessel, without its knowledge, has been sold,  chartered,                             conferred, leased or otherwise provided directly or indirectly to any                             Restricted Party in breach of Sanctions, it shall as soon as possible                             and in any case within 30 days after the day it finds out that any of                             the events described in this clause has occurred terminate or procure                             the termination of that relationship with the Restricted Party.  In this                             case the Borrower will also inform the Finance Parties promptly upon                             becoming so aware.                     (e)      Neither  the  Loan  nor  any  part  thereof shall  be  repaid  or  prepaid                             (i) out of proceeds from funds or assets that constitute property of,                             or that are beneficially owned directly or indirectly by, any Restricted                             Party, are obtained or derived from transactions with or relating to                             any Restricted Party or transactions in violation of Sanctions (in each                             case,  it  being  understood  that  any  proceeds  obtained  or  derived                             from, directly or indirectly, chartering activity with a charterer that                             is the  target  of  any  sectoral  Sanctions  shall  not  be subject  to                             restrictions under this subclause 12.1.12(e) where such chartering                             activity  is  not  in  breach  of sectoral Sanctions imposed  by  the                             Sanctions Authorities and provided that (ii) below is not breached)                             or (ii) otherwise in any manner that could be reasonably be expected                             to cause any Finance Party to be in violation of Sanctions.                     (f)      The Borrower shall promptly, upon becoming aware of the same (and                             if permitted to do so by the relevant Sanctions), inform the Agent in                             writing if it or any Security Party is in breach of any Sanctions and/or                             of  any  proceedings  or  investigations  initiated  by  any  relevant                             Sanctions Authority against any Security Party.            12.1.13  Anti-money laundering, anti-corruption and anti-bribery laws                        The Borrower shall, and shall procure that each of the Security Parties shall,                    conduct  its  business  in  compliance  with  applicable  anti-money  laundering,                    anti-corruption and anti-bribery laws.            12.1.14  Environmental compliance                     The Borrower shall, and shall procure that each of the Security Parties will:    LONLIVE\37980466.10                                                                       Page 53                                                                                                  





 






                      (a)      comply with all Environmental Laws;                     (b)      obtain,  maintain  and  ensure  compliance  with  all  requisite                             Environmental Approvals;                     (c)      implement  procedures  to  monitor  compliance  with  and  to  prevent                             liability under any Environmental Laws,                     where failure to do so has or is reasonably likely to have a Material Adverse                    Effect.            12.1.15  Sustainable vessel dismantling   The Borrower shall, and shall procure that                    each of the Security Parties shall, ensure that any of the Collateral Vessels                    controlled by it or which is sold by it 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  Hong  Kong  International  Convention  for  the  Safe  and                    Environmentally Sound Recycling of Ships 2009 and/or the EU Ship Recycling                    Regulations 2013.            12.1.16  Environmental claims                     The Borrower shall, and shall procure that each of the Security Parties will,                    promptly upon becoming aware of the same, inform the Agent in writing of:                     (a)      any Environmental Claim against any member of the Borrower Group                             which is current, pending or threatened; and                     (b)      any facts or circumstances which are reasonably likely to result in                             any  Environmental  Claim  being  commenced  or  threatened  against                             any member of the Borrower Group,                     where the claim, if determined against that member of the Borrower Group,                    has or is reasonably likely to have a Material Adverse Effect.            12.1.17  Taxation                     The Borrower shall, and shall procure that each Security Party will, pay and                    discharge  all  Taxes  imposed  upon  it  or  its  assets  within  the  time  period                    allowed without incurring penalties unless and only to the extent that:                     (a)      such payment is being contested in good faith;                     (b)      adequate  reserves  are  being  maintained  for  those  Taxes  and  the                             costs required to contest them which have been disclosed in its latest                             financial statements; and                     (c)      such payment can be lawfully withheld and failure to pay those Taxes                             does not have or is not reasonably likely to have a Material Adverse                             Effect.            12.1.18  Loans or other financial commitments   The Borrower shall procure that                    no  Collateral  Owner will make  any  loan  or  enter  into  any  guarantee  and                    indemnity or otherwise voluntarily assume any actual or contingent liability in    LONLIVE\37980466.10                                                                       Page 54                                                                                                  





 






                      respect of any obligation of any other person except for the Loan, loans made                    in the ordinary course of business in connection with the chartering, operation                    or  repair  of  its  Collateral  Vessel or  loans  made  to  other  members  of  the                    Borrower Group on an unsecured and subordinated basis.              12.1.19  Further Assurance   The Borrower shall, and shall procure that each of the                    Security Parties shall, at its own expense, promptly take all such action as the                    Agent may reasonably require for the purpose of perfecting or protecting any                    Finance Party's rights with respect to the security created or evidenced (or                    intended to be created or evidenced) by the Security Documents.            12.1.20  Other information   The  Borrower  will,  and  will  procure  that  each  of  the                    Security Parties will, promptly supply to the Agent such financial information                    and explanations as the Majority Lenders may from time to time reasonably                    require  in  connection  with  the  Security  Parties,  including  the  unaudited                    consolidated  annual  financial  statements  of the  Borrower as  soon  as  such                    financial statements have been drawn up.            12.1.21  Inspection of records   The Borrower will, and will procure that each other                    Security Party will, permit the inspection of its financial records and accounts                    on reasonable prior written notice from time to time during business hours by                    the Agent or its nominee.             12.1.22  Insurance   The Borrower shall procure that all of the assets, operation and                    liability of the members of the Borrower Group are insured against such risks,                    liabilities  and  for  amounts  as  normally  adopted  by  the  industry  for  similar                    assets and liabilities and, in the case of the Collateral Vessels, in accordance                    with the terms of the Security Documents.            12.1.23  Merger and Demerger   The Borrower shall not, and shall ensure that no                    other Security Party will, enter into any amalgamation, merger, demerger or                    corporate restructuring without the prior written consent of all Lenders (such                    consent not to be unreasonably withheld) save (in the case of the Borrower                    or the Pledgor) where the Borrower or the Pledgor is the surviving entity of                    any such amalgamation, merger, demerger or corporate restructuring.             12.1.24  Transfer of Assets   The Borrower shall procure that no     Collateral Owner                    will sell or transfer any of its material assets other than:                     (a)      on arm's length terms to third parties where the net proceeds of sale                             are used as a prepayment hereunder; or                     (b)      on  arm's  length  terms  to  its  Affiliates,  which  are  and  remain                             members of the Borrower Group.            12.1.25  Change of Business   The Borrower shall not, and shall procure that no other                    Security Party will, without the prior written consent of all Lenders, make any                    substantial change to the general nature of its shipping business from that                    carried on at the date of this Agreement.            12.1.26  Acquisitions   The Borrower shall procure that no Collateral Owner will make                    any acquisition or investment without the prior written consent of all Lenders                    (such  consent  not  to  be  unreasonably  withheld  or  delayed) save  for  the   LONLIVE\37980466.10                                                                       Page 55                                                                                                  





 






                      purchase of any Collateral Vessel or Replacement Vessel (provided that no                    Collateral Owner shall own more than one Collateral Vessel or Replacement                    Vessel (as the case may be) at any one time).            12.1.27  "Know your customer" checks   If:                     (a)      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;                     (b)      any  change  in  the  status  of  the  Borrower  after  the  date  of  this                             Agreement; or                     (c)      a proposed assignment or transfer by a Lender of any of its rights                             and obligations under this Agreement to a party that is not a Lender                             prior to such assignment or transfer,                     obliges the Agent or any Lender (or, in the case of (c) 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, the Borrower 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 (c) above, on behalf of                    any prospective new Lender) in order for the Agent or that Lender (or, in the                    case of (c) 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     including,  without  limitation,                    obtaining, verifying and recording certain information and documentation that                    will  allow  the  Agent  and  any  Lender  to  identify  each Security  Party  in                    accordance with the requirements of the PATRIOT Act.            12.1.28  No borrowings   The Borrower shall procure that no Collateral Owner shall                    incur any liability or obligation except (i) liabilities and obligations under the                    Finance  Documents  to  which  it  is  a  party,  (ii)  liabilities  or  obligations                    reasonably incurred in the ordinary course of owning and chartering, repairing                    and maintaining its Collateral Vessel and (iii) Financial Indebtedness owing to                    Affiliates  provided  that  such Financial  Indebtedness  is  unsecured  and                    subordinated  and  provided  that  so  long  as  no  Event  of  Default  shall  have                    occurred  and  be  continuing, or  would  result  from  the  making  of  any  such                    payment, nothing in this Clause 12.1.28 shall prevent any Collateral Owner                    from repaying any such Financial Indebtedness or paying interest on any such                    Financial Indebtedness.            12.1.29  Dividends   The  Borrower     is  free  to pay  any  dividends  or  make  other                    distributions  to  its  shareholders or  buy  back  its  own  shares  provided  that                    (i) no Event of Default is continuing at the time of such payment, distributions                    or buy-back, or would result from such payment, distributions or buy-back                    and  (ii)  such  payment,  distributions  or  buy-back  would  not  result  in  the                    Borrower being in breach of Clause 10.9 or Clause 12.2.    LONLIVE\37980466.10                                                                       Page 56                                                                                                  





 






             12.1.30  Listing    The  Borrower   or another  member  of  the  Teekay  Group   shall                    throughout  the  Facility  Period  maintain  its  listing  as  a  publically  traded                    company  on  the  New  York  Stock  Exchange  or  any  other  recognised  stock                    exchange acceptable to the Agent (acting on the instructions of all Lenders).            12.1.31  Negative Pledge   The Borrower shall procure that no Collateral Owner shall                    create, or permit to subsist, any Encumbrance   (other than pursuant to the                    Security Documents) over all or any part of its assets or undertakings (other                    than Permitted Encumbrances) nor dispose of any of those assets or of all or                    part of that undertaking other than, in the case of a sale of a Collateral Vessel,                    where such sale complies with the requirements of Clause 6.4.             12.1.32  Management of Collateral Vessels         The Borrower  shall ensure that (a)                    each Collateral Vessel is at all times technically and commercially managed                    by Approved Managers and (b) at any time that the Approved Managers of                    the  Collateral  Vessels  are  not  the  Borrower,  Teekay,  Teekay  Marine                    (Singapore)  Pte.  Ltd. or  any  other  member  of  the Borrower  Group  or the                    Teekay  Group,  such  Approved  Managers  provide  a  written   confirmation                    confirming that, among other things, following the occurrence of an Event of                    Default  which  is  continuing  unremedied  and  unwaived,  all  claims  of  the                    Approved Managers against a Collateral Owner shall be subordinated to the                    claims of the Finance  Parties under the Finance Documents.  The Borrower                    shall  promptly  inform  the  Agent  in  writing  of  any  proposed  change  of  an                    Approved Manager.            12.1.33  Classification   The  Borrower  shall  ensure  that  each  Collateral  Vessel                    maintains the highest classification required for the purpose of the relevant                    trade  of  such  Collateral  Vessel  which  shall  be  with  a  Pre-Approved                    Classification  Society,  in  each  case,  free  from  any  material  overdue                    recommendations  and  adverse  notations  affecting  that  Collateral  Vessel's                    class.            12.1.34  Certificate of Financial Responsibility   The Borrower shall procure that                    each Collateral Owner shall, if required, obtain and maintain a certificate of                    financial responsibility in relation to any Collateral Vessel which is to call at                    the United States of America.            12.1.35  Registration   The Borrower shall not change or permit a change to the flag                    of a Collateral Vessel during the Facility Period other than to a Pre-Approved                    Flag  or  such  other  flag  as  may  be  approved  by  the  Agent  acting  on  the                    instructions of the Lenders, such approval not to be unreasonably withheld or                    delayed.            12.1.36  ISM  and  ISPS  Compliance   The  Borrower  shall  ensure  that  each  ISM                    Company and ISPS Company complies in all material respects with the ISM                    Code and the ISPS Code, respectively, or any replacements     thereof  and in                    particular (without prejudice to the generality of the foregoing) shall ensure                    that  such  company  holds  (i)  a  valid  and  current  Document  of  Compliance                    issued pursuant to the ISM Code, (ii) a valid and current SMC issued in respect                    of the relevant Collateral Vessel pursuant to the ISM Code, and (iii) an ISSC                    in respect of the relevant Collateral Vessel, and the Borrower shall promptly,                    upon request, supply the Agent with copies of the same.   LONLIVE\37980466.10                                                                       Page 57                                                                                                  





 






             12.1.37  Maintenance   The Borrower shall ensure that each of the Collateral Vessels                    shall be maintained in good and safe condition and with all registered surveys                    carried out when due.            12.1.38  Chartering   The  Borrower  shall  procure  that  no  Collateral  Owner  shall,                    during  the  Facility  Period,  without  the  prior  written  consent of  the  Agent                    (acting on the instructions of all Lenders), take any vessel on charter or other                    contract  of  employment  (or  agree  to  do  so)  from  any  party  outside  the                    Borrower Group or the Teekay Group.              12.1.39  Valuations   The  Borrower  will  deliver  to  the  Agent  (at  its  own  cost)                    Valuations (in accordance with the definition of, and sufficient to establish,                    Fair  Market  Value)  of  each  Collateral  Vessel  for  the  purposes  of  testing                    compliance  with  Clause  10.9  (Additional  Security) (a) prior  to  the  First                    Drawdown Date for the purpose of Clause 3.3, (b) in April and October in each                    calendar year and (c) following the occurrence of an Event of Default which                    is continuing unremedied and unwaived, on such other occasions as the Agent                    may  request  (acting  on  the  instructions  of  the  Majority  Lenders).  Such                    Valuations shall be dated no earlier than seventy five (75) days, in the case                    of (a) above, and no earlier than thirty (30) days, in every other case, prior                    to the date on which they are to be delivered to the Agent in accordance with                    this Clause and shall be at the cost of the Borrower.            12.1.40  No  dealings  with  Master  Agreements   The  Borrower  shall  not  assign,                    novate  or  encumber  or  in  any  other  way  transfer  any  of  its  rights or                    obligations under any Master Agreement entered into in connection with the                    Loan, nor enter into any interest rate exchange or hedging agreement with                    anyone other than a Swap Provider.            12.1.41  Master  Agreement  Proceeds  Charges   Unless  already  signed  and                    delivered pursuant to Clause 3.1 or Clause 3.3, upon execution and delivery                    of  each  Master  Agreement,  the  Borrower  shall  execute  and deliver  to  the                    Agent  a  Master  Agreement  Proceeds  Charge  in  respect  of  that  Master                    Agreement.             12.1.42  Green Passport   The Borrower shall procure that each Collateral Vessel has                    and that each Collateral Owner provides the Agent with a copy of its Collateral                    Vessel's "Green Passport" (being a document listing all potentially hazardous                    materials on board a vessel) or any equivalent document for that Collateral                    Vessel  in  a  form reasonably satisfactory  to  the  Agent  and  executed  by  a                    surveyor  approved  by  the  Agent  (such approval  not  to  be  unreasonably                    withheld).  If such document is not available prior to the First Drawdown Date,                    Vessel Replacement Date or Upsize Amount Drawdown Date (as the case may                    be) it shall be obtained during the next dry docking of that Collateral Vessel                    and provided to the Agent within sixty (60) days of such dry docking.            12.1.43  Poseidon  Principles   The  Borrower  shall    (and  shall  procure  that  each                    Collateral Owner will), upon the request of any Relevant Lender and at the                    cost of the Borrower, on or before 30 June in each calendar year, supply or                    procure the supply to the Agent (for transmission to each Relevant Lender)                    of such  information  as  is  reasonably  requested  in  writing in  order  for  any                    Relevant Lender to comply with its obligations under the Poseidon Principles   LONLIVE\37980466.10                                                                       Page 58                                                                                                  





 






                      in  respect  of  the  preceding  calendar  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 its  Collateral Vessel for the preceding                    calendar year and hereby consents to each Relevant Lender obtaining such                    information directly from third parties, provided that no Relevant Lender shall                    publicly disclose such information with the identity of the relevant Collateral                    Vessel  without  the  prior  written  consent  of  the  Borrower  and,  for  the                    avoidance of doubt, such information shall be "Confidential information" for                    the purposes of Clause  22  (Confidentiality) but the Borrower acknowledges                    that, in accordance with the Poseidon Principles, such information will form                    part of the information published regarding the applicable Relevant Lender's                    portfolio climate alignment.    12.2     Financial covenants Throughout the Facility Period the Borrower shall:            12.2.1   maintain Free Liquidity and Available Credit Lines of (in aggregate) not less                    than thirty five million Dollars ($35,000,000); and            12.2.2   ensure that the aggregate of Free Liquidity and Available Credit Lines will not                    be less than five per cent (5%) of the Total Debt;            provided  that   following  any  change  in  the  applicable  accounting  policies  for  the           Borrower from GAAP the Agent (acting on the instructions of the Majority Lenders and           in consultation with the Borrower) may require an amendment to this Clause 12.2 as           the Agent deems logical and necessary having regard to the nature of such changes in           policy and the intended substance of this Clause 12.2.   13       Events of Default   13.1     Events of Default   Each of the events or circumstances set out in this Clause 13.1 is           an Event of Default.            13.1.1   Borrower's Failure to Pay under this Agreement  The Borrower fails to                    pay any amount due from it under this Agreement at the time, in the currency                    and otherwise in the manner specified herein provided that, if the Borrower                    can demonstrate to the reasonable satisfaction of the Agent that all necessary                    instructions were given to effect such payment and the non-receipt thereof is                    attributable solely to an administrative or technical error by the Agent or an                    error in the banking system or a Disruption Event, such payment shall instead                    be deemed to be due, solely for the purposes of this paragraph, within three                    (3)  Business  Days  of  the  date  on  which  it  actually  fell  due  under  this                    Agreement; or            13.1.2   Misrepresentation  Any representation or statement made by any Security                    Party in any Finance Document to which it is a party or in any notice or other                    document,  certificate  or  statement  delivered  by  it  pursuant  thereto or in                    connection therewith is or proves to have been incorrect or misleading in any                    material respect, where the circumstances causing the same give rise to a                    Material Adverse Effect; or            13.1.3   Specific Covenants  A Security Party fails duly to perform or comply with                    any  of  the  obligations  expressed  to  be  assumed by  or  procured  by  the   LONLIVE\37980466.10                                                                       Page 59                                                                                                  





 






                      Borrower  under Clauses  6.4, 6.5, 6.6, 6.7, 10.9, 12.1.7, 12.1.12, 12.1.22,                    12.1.28, 12.1.30, 12.1.31, 12.1.35 and 12.2; or             13.1.4   Other Obligations  A Security Party fails duly to perform or comply with any                    of the obligations expressed to be assumed by it in any Finance Document                    (other  than  those  referred  to  in  Clause 13.1.3)  and  such  failure  is  not                    remedied within 30 days after the earlier of (i) the Agent having given notice                    thereof  to  the  Borrower,  and  (ii)  the  Borrower  becoming  aware of  such                    Default; or            13.1.5   Cross Default  Any Financial Indebtedness of any Security Party is not paid                    when  due  (or  within  any  applicable  grace  period)  or  any  Financial                    Indebtedness of any Security Party is declared to be or otherwise becomes                    due  and  payable  prior  to  its  specified  maturity due  to a default where  (in                    either case) the aggregate of all such unpaid or accelerated indebtedness (i)                    of the Borrower is equal to or greater than fifty million Dollars ($50,000,000)                    or its equivalent in any other currency; or (ii) of the Pledgor is equal to or                    greater  than  fifteen  million  Dollars  ($15,000,000)  or  its  equivalent  in  any                    other currency; or (iii) of any Collateral Owner is equal to or greater than two                    million five hundred thousand Dollars ($2,500,000) or its equivalent in any                    other currency; or             13.1.6   Insolvency and Rescheduling  A Security Party is unable to pay its debts                    as they fall due, commences negotiations with any one or more of its creditors                    with a view to the general readjustment or rescheduling of its indebtedness                    or makes a general assignment for the benefit of its creditors or a composition                    with its creditors; or            13.1.7   Winding-up  A  Security  Party  files  for  initiation  of  formal  restructuring                    proceedings, is wound up or declared bankrupt or takes any corporate action                    or other steps are taken or legal proceedings are started for its winding-up,                    dissolution,  administration  or  re-organisation  or  for  the  appointment  of  a                    liquidator,  receiver,  administrator,  administrative  receiver,  conservator,                    custodian, trustee or similar officer of it or of any  or all of its revenues or                    assets  or  any  moratorium  is  declared  or  sought  in  respect  of  any  of  its                    indebtedness; or            13.1.8   Execution or Distress                     (a)      Any Security Party fails to comply with or pay any sum due from it                             (within 30 days of such amount falling due) under any final judgment                             or any final order made or given by any court or other official body                             of  a  competent  jurisdiction  in  an  aggregate  (i)  in respect  of  the                             Borrower equal to or greater than fifty million Dollars ($50,000,000)                             or  its equivalent  in  any  other  currency;  or  (ii) in  respect  of  the                             Pledgor equal to or greater that fifteen million Dollars ($15,000,000)                             or  its  equivalent  in  any  other  currency;  or  (iii) in  respect  of  any                             Collateral Owner equal to or greater than two million five hundred                             thousand  Dollars  ($2,500,000)  or  its  equivalent  in  any  other                             currency, being a judgment or order against which there is no right                             of appeal or if a right of appeal exists, where the time limit for making                             such appeal has expired.    LONLIVE\37980466.10                                                                       Page 60                                                                                                  





 






                      (b)      Any execution or distress is levied against, or an encumbrancer takes                             possession of, the whole or any part of, the property, undertaking or                             assets of a Security Party in an aggregate amount (i) in respect of                             the  Borrower  equal  to  or  greater  than    fifty million  Dollars                             ($50,000,000)  or  its  equivalent  in  any  other  currency;  or  (ii) in                             respect of the Pledgor equal to or greater that fifteen million Dollars                             ($15,000,000)  or  its  equivalent  in  any  other  currency;  or  (iii) in                             respect of any Collateral Owner equal to or greater than two million                             five hundred thousand Dollars ($2,500,000) or its equivalent in any                             other currency, other than any execution or distress which is being                             contested in good faith and which is either discharged within 30 days                             or in respect of which adequate security has been provided within 30                             days to the relevant court or other authority to enable the relevant                             execution or distress to be lifted or released; or             13.1.9   Similar Event  Any event occurs which, under the laws of any jurisdiction,                    has a similar or analogous effect to any of those events mentioned in Clauses                    13.1.6, 13.1.7 or 13.1.8; or            13.1.10  Repudiation  Any Security Party repudiates any Finance Document to which                    it  is  a  party  or  does  or  causes  to  be  done  any  act  or  thing  evidencing  an                    intention to repudiate any such Finance Document; or            13.1.11  Validity and Admissibility  At any time any act, condition or thing required                    to be done, fulfilled or performed in order:                     (a)      to enable any Security Party lawfully to enter into, exercise its rights                             under  and  perform  the  respective  obligations  expressed  to  be                             assumed by it in the Finance Documents;                     (b)      to ensure that the obligations expressed to be assumed by each of                             the Security Parties in the Finance Documents are legal, valid and                             binding; or                     (c)      to  make  the  Finance  Documents  admissible  in  evidence  in  any                             applicable jurisdiction                     is not done, fulfilled or performed within 30 days after notification from the                    Agent to the relevant Security Party requiring the same to be done, fulfilled                    or performed; or            13.1.12  Illegality  At any time it is or becomes unlawful for any Security Party to                    perform  or  comply  with  any  or  all  of  its  obligations  under  the  Finance                    Documents to which    it is a party or any of the obligations of the Borrower                    hereunder are not or cease to be legal, valid and binding and such illegality                    is not remedied or mitigated to the satisfaction of the Agent within thirty (30)                    days after it has given notice thereof to the relevant Security Party; or            13.1.13  Material Adverse Change  At any time there shall occur any event or change                    which has a Material Adverse Effect in respect of any Security Party and such                    event or change, if capable of remedy, is not so remedied within 30 days of                    the delivery of a notice confirming such event or change by the Agent to the                    relevant Security Party; or   LONLIVE\37980466.10                                                                       Page 61                                                                                                  





 






             13.1.14  Conditions Subsequent  If any of the conditions set out in Clause 3.8 is not                    satisfied within the relevant timeframe or such other time period specified by                    the Agent in its discretion; or            13.1.15  Revocation  or  Modification  of  consents  etc.  If  any  Necessary                    Authorisation  which  is  now  or  which  at  any  time  during  the  Facility  Period                    becomes necessary to enable any of the Security Parties to comply with any                    of their obligations in or pursuant to any of the Finance Documents is revoked,                    withdrawn or withheld, or modified in a manner which the Agent reasonably                    considers is, or may be, prejudicial to the interests of a Finance Party in a                    material manner, or if such Necessary Authorisation ceases to remain in full                    force and effect; or             13.1.16  Cessation of Business   The Borrower ceases, or threatens to cease, to carry                    on all or a substantial part of its business; or            13.1.17  Curtailment  of  Business      If the  business  of the  Borrower is  wholly  or                    materially  curtailed  by  any  intervention  by  or  under  authority  of  any                    government,  or  if  all  or  a  substantial  part  of  the  undertaking,  property  or                    assets of the Borrower is seized, nationalised, expropriated or compulsorily                    acquired by or under authority of any government or the Borrower disposes                    or threatens to dispose of a substantial part of its business or assets; or            13.1.18  Notice of Termination     If any Security Party (that has given a guarantee                    and  indemnity  pursuant  to  this  Agreement)  gives  notice  to  the  Agent  to                    determine its obligations under its Guarantee; or             13.1.19  Environmental Matters                     (a)      Any  Environmental  Claim  is  pending  or  made  against  a  Collateral                             Owner  or  in  connection  with  a  Collateral  Vessel,  where  such                             Environmental Claim has a Material Adverse Effect.                      (b)      Any  actual  Environmental  Incident  occurs  in  connection  with  a                             Collateral Vessel, where such Environmental Incident has a Material                             Adverse Effect; or            13.1.20  Loss of Property  All or a substantial part of the business or assets of any                    Security Party is destroyed, abandoned, seized, appropriated or forfeited for                    any  reason,  and  such  occurrence  in  the  reasonable  opinion  of  the  Agent                    (acting on the instructions of the Majority Lenders) has or could reasonably                    be expected to have a Material Adverse Effect.             13.1.21  Master  Agreement  Termination   A  notice  is  given  by  a  Swap  Provider                    under  section  6(a)  of  any  Master Agreement for  an  Event  of  Default  (as                    defined  in  such  Master  Agreement)  that  has  not  been remedied  or waived                    under this Agreement, designating an Early Termination Date for the purpose                    of such Master  Agreement, or a   Master  Agreement is for any  other reason                    terminated, cancelled, suspended, rescinded, revoked or otherwise ceases to                    remain in full force and effect unless due to a close out of all Transactions or                    default by the relevant Swap Provider.    LONLIVE\37980466.10                                                                       Page 62                                                                                                  





 






    13.2     Acceleration   If an Event of Default is continuing unremedied or unwaived the Agent           may (with the consent of the Majority Lenders) and shall (at the request of the Majority           Lenders) by  notice to the Borrower cancel any part of  the Maximum Amount      of the           Loan not then advanced and:            13.2.1   declare that the Loan, together with accrued interest, and all other amounts                    accrued or outstanding under the Finance Documents are immediately  due                    and  payable,  whereupon  they  shall  become  immediately  due  and  payable;                    and/or            13.2.2   declare that the Loan is payable on demand, whereupon it shall immediately                    become payable on demand by the Agent; and/or            13.2.3   declare the Commitments terminated and the Maximum Amount of the Loan                    reduced to zero.   14       Assignment and Sub-Participation   14.1     Lenders' rights   A Lender (the "Existing Lender") may assign any of its rights under           this  Agreement  or  transfer  by  novation  any  of  its  rights  and  obligations  under  this           Agreement (i) to any other branch or Affiliate of that Existing Lender or to any other           Lender (or an Affiliate of another Lender), (ii) to a trust corporation, fund or another           person  which  is  regularly  engaged  in  or  established  for  the  purpose  of  making,           purchasing or investing in loans, securities or other financial assets and which is, or           the assets of which are,  managed or serviced by an Existing Lender on a    long term           basis or (iii) (subject to the prior written consent of the Borrower, such consent not to           be unreasonably withheld but not to be required at any time after an Event of Default           which is continuing unremedied or unwaived) to any other bank, financial institution           or institutional lender, or any trust, fund or other entity which is regularly engaged in,           or established for the purpose of, making, purchasing or investing in loans, securities           or other financial assets (the "New Lender"), and may grant sub-participations in all           or any part of its Commitment provided that where any such assignment, transfer or           sub-participation relates to only part of a Lender's Commitment, (i) it shall be in an           amount  of  no  less  than  five  million  Dollars  ($5,000,000)  and (ii)  such  assignment,           transfer or sub-participation of only part of a Lender's Commitment shall not result in           such  Lender  holding  a  Commitment  of  less  than  five  million  Dollars  ($5,000,000).            Where the consent of the Borrower is required, the Borrower shall be deemed to have           given its consent if no express refusal is given within five (5) Business Days.   14.2     Borrower's co-operation   The Borrower will co-operate fully with an Existing Lender           in  connection  with  any  assignment,  transfer  or  sub-participation  by  that Existing           Lender; will execute  and procure the execution of  such documents as that    Existing           Lender may require in that connection including, but not limited to, re-executing any           Security  Documents  (if  required);  and  irrevocably  authorises  any  Finance  Party  to           disclose to any proposed assignee, transferee or sub-participant (whether before or           after any assignment, transfer or sub-participation and whether or not any assignment,           transfer or sub-participation shall take place) all information relating to the Security           Parties,  the  Loan  and  the  Relevant  Documents  which  any  Finance  Party  may  in  its           discretion  consider  necessary  or  desirable  (subject  to  any  duties  of  confidentiality           applicable to the Lenders generally).      LONLIVE\37980466.10                                                                       Page 63                                                                                                  





 






    14.3     Rights of assignee   Any assignee of an Existing Lender shall (unless limited by the           express terms of the assignment) take the full benefit of every provision of the Finance           Documents benefiting that Existing Lender provided that an assignment will only be           effective on notification by the Agent to that Existing Lender and the assignee that the           Agent is satisfied it has complied with all necessary "Know your customer" or other           similar checks under all applicable laws and regulations in relation to the assignment           to the assignee.   14.4     Transfer Certificates   If an Existing Lender wishes to transfer any of its rights and           obligations  under  or  pursuant  to  this  Agreement,  it  may  do  so  by  delivering  to  the           Agent a duly completed Transfer Certificate, in which event on the Transfer Date:            14.4.1   to  the  extent  that  that Existing Lender  seeks  to  transfer  its  rights  and                    obligations, the Borrower (on the one hand) and that Existing Lender (on the                    other) shall be released from all further obligations towards the other;            14.4.2   the  Borrower  (on  the  one  hand)  and  the  transferee  (on  the  other)  shall                    assume obligations towards the other identical to those released pursuant to                    Clause 14.4.1; and            14.4.3   the Agent, each of the Lenders and the transferee shall have the same rights                    and obligations between themselves as they would have had if the transferee                    had been an original party to this Agreement as a Lender                     provided  that   the  Agent  shall  only  be  obliged  to  execute  a  Transfer                    Certificate once:                     (a)      it is satisfied it has complied with all necessary "know your customer"                             or other similar checks under all applicable laws and regulations in                             relation to the transfer to the transferee; and                     (b)      the transferee has paid to the Agent for its own account a transfer                             fee of five thousand Dollars ($5,000).                     The  Agent  shall,  as  soon  as  reasonably  practicable  after  it  has  executed  a                    Transfer  Certificate,  send  to  the  Borrower  and  the  Lenders  a  copy  of  that                    Transfer Certificate.            14.4.4   If:                     (a)      a Lender assigns or transfers any of its rights or obligations under                             the Finance Documents or changes its Facility Office; and                     (b)      as a result of circumstances, existing at the date the assignment,                             transfer or change occurs, the Borrower would be obliged to make a                             payment to the New Lender or Lender acting through its new Facility                             Office under Clauses 8.7 to 8.9 or Clause 8.12 or Clause 17.3, then                             the New  Lender  or Lender  acting through its new Facility Office is                             only entitled to receive payment under those Clauses to the same                             extent as the Existing Lender or Lender acting through its previous                             Facility Office would have been if the assignment, transfer or change                             had not occurred.  This Clause 14.4.4 shall not apply in respect of an    LONLIVE\37980466.10                                                                       Page 64                                                                                                  





 






                               assignment or transfer made in the ordinary course of the primary                             syndication of the Loan.   14.5     Finance Documents   Unless otherwise expressly provided in any Finance Document           or  otherwise  expressly  agreed  between  an  Existing   Lender  and  any  proposed           transferee and notified by that Existing Lender to the Agent on or before the relevant           Transfer Date, there shall automatically be assigned to the transferee with any transfer           of an Existing Lender's rights and obligations under or pursuant to this Agreement the           rights of that Existing Lender under or pursuant to the Finance Documents (other than           this  Agreement)  which  relate  to  the  portion  of  that Existing Lender's  rights  and           obligations transferred by the relevant Transfer Certificate.   14.6     No assignment or transfer by the Security Parties   No Security Party may assign           any  of  its  rights  or  transfer  any  of  its  rights  or  obligations  under  the  Finance           Documents.   14.7     Security over Lenders' rights  In addition to the other rights provided to Lenders           under this Clause 14, each Lender may without consulting with or obtaining consent           from  any  Security  Party,  at  any  time  charge,  assign  or  otherwise  create  an           Encumbrance 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:            14.7.1   any  charge,  assignment  or  other  Encumbrance  to secure  obligations  to a                    federal reserve or central bank; and            14.7.2   in the case of any Lender which is a fund, any charge, assignment or other                    Encumbrance  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 Encumbrance shall:                     (a)      release  a  Lender  from  any  of  its  obligations  under  the  Finance                             Documents  or  substitute  the  beneficiary  of  the  relevant  charge,                             assignment or other Encumbrance for the Lender as a party to any                             of the Finance Documents; or                     (b)      require any payments to be made by any Security Party 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.   14.8     Acknowledgement regarding any Supported QFCs To the extent that the Finance           Documents provide support, through a guarantee or otherwise, for Master Agreements           or  any  other  agreement  or  instrument  that  is  a  QFC  (such  support,  “QFC  Credit           Support”   and  each  such  QFC  a  “Supported  QFC”),  the  parties  acknowledge  and           agree as follows with respect to the resolution power of the Federal Deposit Insurance           Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank           Wall  Street  Reform  and  Consumer  Protection  Act  (together  with  the  regulations           promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such           Supported  QFC  and  QFC  Credit  Support  (with  the  provisions  below  applicable           notwithstanding that the Finance Documents and any Supported QFC may in fact be   LONLIVE\37980466.10                                                                       Page 65                                                                                                  





 






             stated to be governed by the laws of the State of New York and/or of the United States           or any other state of the United States):            (a)      In  the  event  a  Covered  Entity  that  is  party  to  a  Supported  QFC  (each,  a                    “Covered  Party”)   becomes  subject  to  a  proceeding  under  a  U.S.  Special                    Resolution  Regime,  the  transfer  of  such  Supported  QFC  and  the  benefit  of                    such QFC Credit Support (and any interest and obligation in or under such                    Supported  QFC  and  such  QFC  Credit  Support,  and  any  rights  in  property                    securing such Supported QFCor such QFC Credit Support) from such Covered                    Party will be effective to the same extent as the transfer would be effective                    under the U.S. Special Resolution Regime if the Supported QFC and such QFC                    Credit Support (and any such interest, obligation and rights in property) were                    governed by the laws of the United States or a state of the United States. In                    the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes                    subject  to  a  proceeding  under  a  U.S.  Special  Resolution  Regime,  Default                    Rights  under  the Finance Documents  that  might  otherwise  apply  to  such                    Supported QFC or any QFC Credit Support that may be exercised against such                    Covered Party are permitted to be exercised to no greater extent than such                    Default Rights could be exercised under the U.S. Special Resolution Regime if                    the Supported QFC and the Security Documents were governed by the laws                    of the United States or a state of the United States. Without limitation of the                    foregoing, it is understood and agreed that rights and remedies of the parties                    with respect to a Defaulting Lender shall in no event affect the rights of any                    Covered Party with respect to a Supported QFC or any QFC Credit Support.             (b)      As used in this Clause 14.8, the following terms have the following meanings:                     “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined                    under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.                     “Covered Entity” means any of the following:                      (i)     a  “covered  entity”  as  that  term  is  defined  in,  and  interpreted  in                             accordance with, 12 C.F.R. § 252.82(b);                      (ii)    a  “covered  bank”  as  that  term  is  defined  in,  and  interpreted  in                             accordance with, 12 C.F.R. § 47.3(b); or                      (iii)   a  “covered  FSI”  as  that  term  is  defined  in,  and  interpreted  in                             accordance with, 12 C.F.R. § 382.2(b).                     “Default  Right”  has  the  meaning  assigned  to  that  term  in,  and  shall  be                    interpreted  in  accordance  with,  12  C.F.R.  §§  252.81,  47.2  or 382.1,  as                    applicable.                     “QFC” has the meaning assigned to the term “qualified financial contract” in,                    and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).    LONLIVE\37980466.10                                                                       Page 66                                                                                                  





 






    15       The Agent and the Lenders   15.1     Appointment            15.1.1   Each Lender appoints the Agent to act as its agent and/or  security trustee                    under and in connection with the Finance Documents and each Swap Provider                    appoints  the  Agent  to  act  as  its  security  trustee  for  the  purposes  of  the                    Security Documents.            15.1.2   Each  Lender  and  each  Swap  Provider  authorises  the  Agent  to  exercise  the                    rights,  powers,  authorities  and  discretions  specifically  given  to  the  Agent                    under  or  in  connection  with  the  Finance  Documents, in  the  case  of  the                    Lenders,  and  the  Security  Documents, in  the  case  of  the  Swap  Providers,                    together with any other incidental rights, powers, authorities and discretions.            15.1.3   Except  in  Clause 15.28 or  where  the  context  otherwise  requires  or  where                    expressly  provided  to  the  contrary,  references  in  this  Clause 15 to  the                    “Finance  Documents”  or  to  any  “Finance  Document” shall  not  include  the                    Master Agreements.   15.2     Authority   Each Lender and each Swap Provider irrevocably authorises the Agent and           the Agent hereby agrees (subject to Clauses 15.5.1, 15.25 and this Clause 15.2):             15.2.1   to execute any Finance Document (other than this Agreement) on its behalf;            15.2.2   to collect, receive, release or pay any money on its behalf;            15.2.3   acting  on  the  instructions  from  time  to  time  of  the  Majority  Lenders  (save                    where the terms of any Finance Document expressly provide otherwise) to                    give or withhold any waivers, consents or approvals under or pursuant to any                    Finance Document;             15.2.4   acting  on  the  instructions  from  time  to  time  of the  Majority  Lenders  (save                    where the terms of any Finance    Document expressly provide otherwise) to                    exercise,  or  refrain  from  exercising,  any  rights,  powers,  authorities  or                    discretions under or pursuant to any Finance Document; and            The Agent shall have no duties or responsibilities as agent or as security trustee other           than those expressly conferred on it by the Finance Documents and shall not be obliged           to act on any instructions from the Lenders or the Majority Lenders if to do so would,           in the opinion of the Agent (in its sole discretion), be contrary to any provision of the           Finance Documents or to any law, or would expose the Agent to any actual or potential           liability to any third party.   15.3     Trust   The  Agent  agrees  and  declares,  and  each  of  the  other  Finance  Parties           acknowledges, that, subject to the terms and conditions of this Clause 15.3, the Agent           holds the Trust Property on trust for the Finance Parties absolutely.  Each of the other           Finance Parties agrees that the obligations,  rights and benefits vested in the Agent           shall be performed and exercised in accordance with this Clause 15.3.  The Agent shall           have the benefit of all of the provisions of this Agreement benefiting it in its capacity           as  Agent  for  the  Finance  Parties,  and  all  the powers  and  discretions  conferred  on           trustees by the Trustee Act 1925 (to the extent not inconsistent with this Agreement).            In addition:    LONLIVE\37980466.10                                                                       Page 67                                                                                                  





 






             15.3.1   the Agent and any attorney, agent or delegate of the Agent may indemnify                    itself  or himself  out of the Trust Property against all liabilities, costs, fees,                    damages, charges, losses and expenses sustained or incurred by it or him in                    relation to the taking or holding of any of the Trust Property or in connection                    with  the  exercise  or  purported  exercise  of  the  rights,  trusts, powers  and                    discretions vested in the Agent or any other such person by or pursuant to                    the Security Documents or in respect of anything else done or omitted to be                    done in any way relating to the Security Documents other than as a result of                    its gross negligence or wilful misconduct;            15.3.2   the  other  Finance  Parties  acknowledge  that  the  Agent  shall  be  under  no                    obligation to insure any property nor to require any other person to insure                    any property and shall not be responsible for any loss which may be suffered                    by any person as a result of the lack or insufficiency of any insurance; and            15.3.3   the Finance Parties agree that the perpetuity period applicable to the trusts                    declared by this Agreement shall be the period of 125 years from the date of                    this Agreement.   15.4     Required consents            15.4.1   Subject to Clause 15.5 any term of the Finance Documents (other than the                    Master Agreements) may be amended or waived only with the consent of the                    Majority Lenders and the Borrower and any such amendment or waiver will                    be binding on all Parties.            15.4.2   The  Agent  may  effect,  on  behalf  of  any  Finance  Party,  any  amendment  or                    waiver permitted by this Clause 15.            15.4.3   Without prejudice to the generality of Clause 15.15.4, the Agent may engage,                    pay for and rely on the services of lawyers in determining the consent level                    required  for  and  effecting  any  amendment,  waiver  or consent  under  this                    Agreement.   15.5     Exceptions            15.5.1   Subject to Clause 15.6 (Replacement of Screen Rate), an amendment, waiver                    or (in the case of a Security Document) a consent of, or in relation to, any                    term of any Finance Document (other than the Master Agreements) that has                    the effect of changing or which relates to:                     (a)      the  definitions  of "Fair  Market  Value",   "Majority  Lenders",                             "Maximum  Amount",         "Proportionate  Share",      "Restricted                             Party",  "Sanctions",  "Sanctions  Authority",    "Sanctions  List"                             and "Sanctioned Country" in Clause 1.1;                     (b)      an  extension  to  the  date  of  payment  of  any  amount  under  the                             Finance Documents;                     (c)      a  reduction  in  the  Margin  or  a  reduction  in  the  amount  of  any                             payment of principal, interest, fees or commission payable;    LONLIVE\37980466.10                                                                       Page 68                                                                                                  





 






                      (d)      a change in currency of payment of any amount under the Finance                             Documents;                     (e)      an increase in any Commitment, an extension of the Final Availability                             Date or any requirement that a cancellation of Commitments reduces                             the Commitments of the Lenders rateably;                     (f)      any  provision  which  expressly  requires  the  consent  of  all  the                             Lenders;                      (g)      Clause 2.2, Clause 14, this Clause 15, Clause 11.29, Clause 12.1.12                             or Clause 23;                     (h)      (other than as expressly permitted by the provisions of any Finance                             Document) the nature or scope of:                              (i)      any Guarantee;                              (ii)     the Charged Property; or                              (iii)    the  manner  in  which  the  proceeds  of  enforcement  of  the                                      Security Documents are distributed;                      (i)      the  release  of  any  Guarantee  or  of  any  Encumbrance  created  or                             expressed  to  be  created  or  evidenced  by  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 of any Encumbrance created or expressed to be created or                             evidenced by the Security Documents where such sale or disposal is                             expressly  permitted  under  this  Agreement  or  any  other  Finance                             Document;                      (j)      the pro rata application of payments made by the Borrower under                             the  Finance  Documents  or  sharing  of  payments  or  Commitment                             reductions; or                     (k)      agreement  that  documents  tendered  under  Schedule  2,  Part  IV,                             paragraph 4(d) are satisfactory;                      shall not be made, or given, without the prior consent of all the Lenders.             15.5.2   An  amendment  or   waiver  which  relates  to  the  rights  or  obligations  of  the                    Agent  or  the  MLAs  or  the  Bookrunners or  the Co-Arranger (each  in  their                    capacity as such) may not be effected without the consent of the Agent or, as                    the case may be, the MLAs or the Bookrunners or the Co-Arranger.   15.6     Replacement of Screen Rate            15.6.1   In this Clause 15.6:                     "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.    LONLIVE\37980466.10                                                                       Page 69                                                                                                  





 






                      "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 Borrower, generally                             accepted  in  the  international  or  any  relevant  domestic  syndicated                             loan markets as the appropriate successor to that Screen Rate; or                     (c)      in  the  opinion  of  the  Majority  Lenders  and  the  Borrower,  an                             appropriate successor to a Screen Rate.            15.6.2   Subject to Clause 15.5.2, any amendment or waiver which relates to:                     (a)      providing for the use of a Replacement Benchmark in relation to that                             currency in place of that Screen Rate; and                     (b)                                    (i)      aligning any provision of any Finance Document to the use                                      of that Replacement Benchmark;                              (ii)     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);                              (iii)    implementing  market  conventions  applicable  to  that                                      Replacement Benchmark;                              (iv)     providing for appropriate fallback (and market disruption)                                      provisions for that Replacement Benchmark; or                              (v)      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    LONLIVE\37980466.10                                                                       Page 70                                                                                                  





 






                                        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 Borrower.   15.7     Excluded Commitments            If:            15.7.1   any  Defaulting  Lender  fails  to  respond  to  a  request  for  a  consent,  waiver,                    amendment of or in relation to any  term  of  any  Finance Document or  any                    other vote of Lenders under the terms of this Agreement within twenty (20)                    Business Days of that request being made; or            15.7.2   any Lender which is not a Defaulting Lender fails to respond to such a request                    (other  than  an  amendment,  waiver  or  consent  referred  to  in  Clauses                    15.5.1(b), 15.5.1(c) and 15.5.1(e)) or other or such a vote within twenty (20)                    Business Days of that request being made,                     (unless, in either case, the Borrower and the Agent agree to a longer time                    period in relation to any request):                     (a)      its  Commitment(s)  shall  not  be  included  for  the  purpose  of                             calculating the Total Commitments when ascertaining whether any                             relevant  percentage  (including,  for  the  avoidance  of  doubt,                             unanimity) of the Total Commitments has been obtained to approve                             that request; and                     (b)      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.   15.8     Replacement of Lender            15.8.1   If:                     (a)      any Lender becomes a Non-Consenting Lender (as defined in Clause                             15.8.4); or                     (b)      the Borrower or any other Security Party becomes obliged to repay                             any  amount  in  accordance  with  Clause 6.1  or  to  pay  additional                             amounts pursuant to Clause 8.7, Clause 8.12.1 or Clause 17.3 to any                             Lender,                     then the Borrower may, on ten (10) Business Days' prior written notice to the                    Agent and such Lender, replace such Lender by requiring such Lender to (and,                    to the extent permitted by law, such Lender shall) transfer pursuant to Clause                    14 all (and not part only) of its rights and obligations under this Agreement                    to a Lender or other bank, financial institution, trust, fund or other entity (a                    "Replacement  Lender")  selected  by  the  Borrower,  which  confirms     its                    willingness to assume and does assume all the obligations of the transferring                    Lender in accordance with Clause 14 for a purchase price in cash payable at                    the time of transfer in an amount equal to the outstanding principal amount   LONLIVE\37980466.10                                                                       Page 71                                                                                                  





 






                      of such Lender's participation in the outstanding Loan and all accrued interest,                    Break Costs and other amounts payable in relation thereto under the Finance                    Documents.            15.8.2   The replacement of a Lender pursuant to this Clause 15.8 shall be subject to                    the following conditions:                     (a)      the Borrower shall have no right to replace the Agent;                     (b)      neither  the  Agent  nor  the  Lender  shall  have  any  obligation  to  the                             Borrower to find a Replacement Lender;                     (c)      in  the  event  of  a  replacement  of  a  Non-Consenting  Lender  such                             replacement must take place no later than thirty (30) Business Days                             after  the  date  on  which  that  Lender  is  deemed  a  Non-Consenting                             Lender;                     (d)      in  no  event  shall  the  Lender  replaced  under  this  Clause 15.8 be                             required to pay or surrender to such Replacement Lender any of the                             fees received by such Lender pursuant to the Finance Documents;                             and                     (e)      the Lender shall only be obliged to transfer its rights and obligations                             pursuant  to  Clause 15.8.1 once  it  is  satisfied  that  it  has  complied                             with  all  necessary  "know  your  customer"  or  other  similar  checks                             under all applicable laws and regulations in relation to that transfer.            15.8.3   A Lender shall perform the checks described in Clause 15.8.2(e) as soon as                    reasonably  practicable following  delivery  of  a  notice  referred  to  in  Clause                    15.8.1 and shall notify the Agent and the Borrower when it is satisfied that it                    has complied with those checks.            15.8.4   In the event that:                     (a)      the  Borrower  or  the  Agent  (at  the  request  of  the  Borrower)  has                             requested the Lenders to give a consent in relation to, or to agree to                             a  waiver  or  amendment  of,  any  provisions  of  the  Finance                             Documents;                     (b)      the consent, waiver or amendment in question requires the approval                             of all the Lenders; and                     (c)      Lenders whose Commitments aggregate more than seventy five per                             cent (75%) of the Total Commitments (or, if the Total Commitments                             have been reduced to zero, aggregated more than seventy five per                             cent (75%) of the Total Commitments prior to that reduction) have                             consented or agreed to such waiver or amendment,                     then any Lender who does not and continues not to consent or agree to such                    waiver or amendment shall be deemed a "Non-Consenting Lender".    LONLIVE\37980466.10                                                                       Page 72                                                                                                  





 






    15.9     FATCA Mitigation            Subject to Clause 14.4, if a FATCA Deduction is or will be required to be made by any           Party under Clause 8.16 in respect of a payment to any Lender which is a FATCA FFI           (a "FATCA Non-Exempt Lender"), the FATCA Non-Exempt Lender may either:            (a)      transfer its entire interest in the Loan to a U.S. branch or affiliate; or            (b)      (subject  to  the  prior  written  consent  of  the  Borrower  in  the  case  of  a                    transferee which is not already a Lender, such consent not to be unreasonably                    withheld  or  delayed)  nominate  one  or  more  transferee  lenders  who  upon                    becoming a Lender would be a FATCA Exempt Party, by notice in writing to                    the Agent  and the Borrower specifying the terms of the proposed transfer,                    and cause such transferee lender(s) to purchase all of the FATCA Non-Exempt                    Lender's interest in the Loan.   15.10    Disenfranchisement of Defaulting Lenders            15.10.1  For so long as a Defaulting Lender has any Commitment in ascertaining:                     (a)      the Majority Lenders; or                     (b)      whether:                              (i)      any given percentage (including, for the avoidance of doubt,                                      unanimity) of the Total Commitments; or                              (ii)     the agreement of any specified group of Lenders,                     has been obtained to approve any request for a consent, waiver, amendment                    or  other  vote  of  Lenders  under  the  Finance  Documents,  that  Defaulting                    Lender's Commitment will be reduced by the amount of its participation in the                    Loan it has failed  to make  available  and,  to the  extent that that reduction                    results in that Defaulting Lender's Commitment being zero, that Defaulting                    Lender shall be deemed not to be a Lender for the purposes of (i) and (ii).            15.10.2  For  the  purposes  of  this  Clause 15.10,  the  Agent  may  assume  that  the                    following Lenders are Defaulting Lenders:                     (a)      any  Lender  which  has  notified  the  Agent  that  it  has  become  a                             Defaulting Lender;                     (b)      any Lender in relation to which it is aware that any of the events or                             circumstances  referred  to  in (a), (b) or (c) of  the  definition  of                             "Defaulting Lender" has occurred,                     unless  it  has  received  notice  to  the  contrary  from  the  Lender  concerned                    (together with any supporting evidence reasonably requested by the Agent)                    or the Agent is otherwise aware that the Lender has ceased to be a Defaulting                    Lender.   15.11    Replacement of a Defaulting Lender            15.11.1  The Borrower may, at any time a Lender has become and continues to be a                    Defaulting Lender, by giving ten (10) Business Days' prior written notice to   LONLIVE\37980466.10                                                                       Page 73                                                                                                  





 






                      the Agent and such Lender, replace such Lender by requiring such Lender to                    (and, to the extent permitted by law, such Lender shall) transfer pursuant to                    Clause 14  all  (and  not  part  only)  of  its  rights  and  obligations  under  this                    Agreement to a Lender or other bank, financial institution, trust, fund or other                    entity (a "Replacement Lender") selected by the Borrower which confirms                    its  willingness  to  assume  and  does  assume  all  the  obligations,  or  all  the                    relevant obligations, of the transferring Lender in accordance with Clause 14                    for a purchase price in cash payable at the time of transfer which is either:                     (a)      in  an  amount  equal  to  the  outstanding  principal  amount  of  such                             Lender's  participation  in  the  outstanding  Loan  and  all  accrued                             interest, Break Costs and other amounts payable in relation thereto                             under the Finance Documents; or                     (b)      in  an  amount  agreed  between  that  Defaulting  Lender,  the                             Replacement Lender and the Borrower and which does not exceed                             the amount described in (a).            15.11.2  Any transfer of rights and obligations of a Defaulting Lender pursuant to this                    Clause 15.11 shall be subject to the following conditions:                     (a)      the Borrower shall have no right to replace the Agent;                     (b)      neither the Agent nor the Defaulting Lender shall have any obligation                             to the Borrower to find a Replacement Lender;                     (c)      the transfer must take place no later than thirty (30) Business Days                             after the notice referred to in Clause 15.11.1;                     (d)      in  no  event  shall  the  Defaulting  Lender  be  required  to  pay  or                             surrender to the Replacement Lender any of the fees received by the                             Defaulting Lender pursuant to the Finance Documents; and                     (e)      the Defaulting Lender shall only be obliged to transfer its rights and                             obligations  pursuant  to 15.11.1  once  it  is  satisfied  that  it  has                             complied with all necessary "know your customer" or other similar                             checks under all applicable laws and regulations in relation to that                             transfer to the Replacement Lender.            15.11.3  The  Defaulting  Lender  shall  perform  the  checks  described  in  Clause                    15.11.2(e)  as soon  as reasonably  practicable following delivery  of a notice                    referred  to  in  Clause 15.11.1 and  shall  notify  the  Agent  and  the  Borrower                    when it is satisfied that it has complied with those checks.   15.12    Liability   Neither the Agent nor any of its directors, officers, employees or agents           shall be liable to the Lenders for anything done or omitted to be done by the Agent           under or in connection with any of the Relevant Documents unless as a result of the           Agent's gross negligence or wilful misconduct.   15.13    Acknowledgement   Each Lender and Swap Provider acknowledges that:             15.13.1  it  has  not  relied  on  any  representation  made  by  the  Agent  or  any  of  the                    Agent's directors, officers, employees or agents or by any other person acting    LONLIVE\37980466.10                                                                       Page 74                                                                                                  





 






                      or  purporting  to  act  on  behalf  of  the  Agent  to  induce  it  to enter  into  any                    Finance Document;             15.13.2  it  has  made  and  will  continue  to  make  without  reliance  on  the  Agent,  and                    based on such documents and other evidence as it considers appropriate, its                    own  independent  investigation  of  the  financial  condition  and  affairs  of  the                    Security Parties in connection with the making and continuation of the Loan;            15.13.3  it has made its own appraisal of the creditworthiness of the Security Parties;                    and            15.13.4  the Agent shall not have any duty or responsibility at any time to provide it                    with any credit or other information relating to any Security Party unless that                    information  is  received  by  the  Agent  pursuant  to  the  express  terms  of  a                    Finance Document.              Each Lender and Swap Provider agrees that it will not assert nor seek to assert against           any director, officer, employee or agent of the Agent or against any other person acting           or purporting to act on behalf of the Agent any claim which it might have against them           in respect of any of the matters referred to in this Clause 15.13.   15.14    Limitations on responsibility   The Agent shall have no responsibility to any Security           Party or to any Finance Party on account of:             15.14.1  the failure of a Finance Party or of any Security Party to perform any of its                    obligations under a Finance Document; nor            15.14.2  the financial condition of any Security Party; nor            15.14.3  the  completeness  or  accuracy  of  any  statements,  representations  or                    warranties made in or pursuant to any Finance Document, or in or pursuant                    to  any  document  delivered  pursuant  to  or  in  connection  with  any  Finance                    Document; nor            15.14.4  the    negotiation,   execution,   effectiveness,   genuineness,     validity,                    enforceability,  admissibility  in  evidence  or  sufficiency  of  any  Finance                    Document  or  of  any  document  executed  or  delivered  pursuant  to  or  in                    connection with any Finance Document.   15.15    The Agent's rights   The Agent may:            15.15.1  assume that all representations or warranties made or deemed repeated by                    any  Security  Party  in  or  pursuant  to  any  Finance  Document  are  true  and                    complete,  unless,  in  its  capacity as  the  Agent,  it  has  acquired  actual                    knowledge to the contrary;             15.15.2  assume (unless it has received notice to the contrary in its capacity as Agent)                    that no Default has occurred unless, in the case of Clause 13.1.1 only, it, in                    its capacity as the Agent, has acquired actual knowledge to the contrary;             15.15.3  rely on any document or notice believed by it to be genuine;             15.15.4  rely as to legal or other professional matters on opinions and statements of                    any legal or other professional advisers selected or approved by it;    LONLIVE\37980466.10                                                                       Page 75                                                                                                  





 






             15.15.5  rely  as  to  any  factual  matters  which  might  reasonably  be  expected  to  be                    within the knowledge of any Security Party on a certificate signed by or on                    behalf of that Security Party; and            15.15.6  refrain from exercising any right, power, discretion or remedy unless and until                    instructed to exercise that right, power, discretion or remedy and as to the                    manner of its exercise by the Lenders (or, where applicable, by the Majority                    Lenders) and unless and until the Agent has received from the Lenders any                    payment which the Agent may require on account of, or any security which                    the Agent may require for, any costs, claims, expenses (including legal and                    other  professional  fees)  and  liabilities  which  it  considers  it  may  incur  or                    sustain in complying with those instructions.   15.16    The Agent's duties   The Agent shall inform the Lenders promptly of any Event of           Default under Clause 13.1.1 of which the Agent has actual knowledge.   15.17    No deemed knowledge   The Agent shall not be deemed to have actual knowledge           of the falsehood or incompleteness of any representation or warranty made or deemed           repeated by any Security Party or actual knowledge of the occurrence of any Default           (other  than  a  Default  under  Clause 13.1.1)  unless  a  Lender,  a  Swap  Provider or  a           Security Party shall have given written notice thereof to the Agent in its capacity as           the Agent.  Any information acquired by the Agent other than specifically in its capacity           as  the  Agent  shall  not  be  deemed  to  be  information  acquired  by  the  Agent in  its           capacity as the Agent.     15.18    Other business   The Agent may, without any liability to account to the Lenders or           the Swap Providers, generally engage in any kind of banking or trust business with a           Security Party or with a Security Party's subsidiaries or associated companies or with           a Lender as if it were not the Agent.   15.19    Indemnity   The Lenders shall, promptly on the Agent's request, reimburse the Agent           in their respective Proportionate Share, for, and keep the Agent fully indemnified in           respect of all liabilities, damages, costs and claims sustained or incurred by the Agent           in  connection  with  the  Finance  Documents,  or  the  performance  of  its  duties  and           obligations,  or  the  exercise  of  its  rights,  powers,  discretions  or  remedies  under  or           pursuant to any Finance Document, to the extent not paid by the Security Parties and           not arising from the Agent's gross negligence or wilful misconduct.   15.20    Employment of agents   In performing its duties and exercising its rights, powers,           discretions and remedies under or pursuant to the Finance Documents, the Agent shall           be entitled to employ and pay agents to do anything which the Agent is empowered to           do under or pursuant to the Finance Documents (including the receipt of money and           documents  and  the  payment  of  money)  and  to  act  or  refrain  from  taking  action  in           reliance on the opinion of, or advice or information obtained from, any lawyer, banker,           broker, accountant, valuer or any other person believed by the Agent in good faith to           be competent to give such opinion, advice or information.   15.21    Distribution of payments   The Agent shall pay promptly to the order of each Lender           that  Lender's  Proportionate  Share  of  every  sum  of  money  received  by  the  Agent           pursuant to the Finance Documents (with the exception of the Master Agreements, any           amounts payable pursuant to Clause 9 and/or any Fee Letter and any amounts which,           by the terms of the Finance Documents, are paid to the Agent for the account of the    LONLIVE\37980466.10                                                                       Page 76                                                                                                  





 






             Agent alone or specifically for the account of one or more Lenders) and until so paid           such amount shall be held by the Agent on trust absolutely for that Lender.   15.22    Reimbursement   The Agent shall have no liability to pay any sum to a Lender until           it has itself received payment of that sum.  If, however, the Agent does pay any sum           to a Lender on account of any amount prospectively due to that Lender pursuant to           Clause 15.21 before it has itself received payment of that amount, and the Agent does           not in fact receive payment within five (5) Business Days after the date on which that           payment was required to be made by the terms of the Finance Documents, that Lender           will, on demand  by the Agent, refund to the Agent an amount equal to the amount           received  by  it,  together  with  an  amount  sufficient  to  reimburse  the  Agent  for  any           amount which the Agent may certify that it has been required to pay by way of interest           on money borrowed to fund the amount in question during the period beginning on the           date  on  which  that  amount  was  required  to  be  paid  by  the  terms  of  the  Finance           Documents and ending on the date on which the Agent receives reimbursement.   15.23    Redistribution of payments   Unless otherwise agreed between the Lenders and the           Agent, if at any time a Lender receives or recovers by way of set-off, the exercise of           any lien or otherwise from any Security Party, an amount greater than that Lender's           Proportionate Share of any sum due from that Security Party to the Lenders under the           Finance Documents (the amount of the excess being referred to in this Clause 15.23           and in Clause 15.24 as the "Excess Amount") then:            15.23.1  that Lender shall promptly notify the Agent (which shall promptly notify each                    other Lender);            15.23.2  that Lender shall pay to the Agent an amount equal to the Excess Amount                    within ten (10) days of its receipt or recovery of the Excess Amount; and            15.23.3  the Agent  shall treat that payment as if it were a payment by the Security                    Party in question on account of the sum due from that Security Party to the                    Lenders and shall account to the Lenders in respect of the Excess Amount in                    accordance with the provisions of this Clause 15.23.            However, if a Lender has commenced any legal proceedings to recover sums owing to           it  under  the  Finance  Documents  and,  as  a  result  of,  or  in  connection  with,  those           proceedings has received an Excess Amount, the Agent shall not distribute any of that           Excess Amount to any other Lender which had been notified of the proceedings and           had the legal right to, but did not, join those proceedings or commence and diligently           prosecute separate proceedings to enforce its rights in the same or another court.   15.24    Rescission of Excess Amount   If all or any part of any Excess Amount is rescinded           or must otherwise be restored to any Security Party or to any other third party, the           Lenders which have received any part of that Excess Amount by way of distribution           from the Agent pursuant to Clause 15.23 shall repay to the Agent for the account of           the  Lender  which  originally  received  or  recovered  the  Excess  Amount,  the  amount           which shall be necessary to ensure that the Lenders share rateably in accordance with           their Proportionate Shares in the amount of the receipt or payment retained, together           with interest on that amount at a rate equivalent to that (if any) paid by the Lender           receiving or recovering the Excess Amount to the person to whom that Lender is liable           to make payment in respect of such amount, and Clause 15.23.3 shall apply only to           the retained amount.    LONLIVE\37980466.10                                                                       Page 77                                                                                                  





 






    15.25    Instructions   Where the Agent is authorised or directed to act or refrain from acting           in accordance with the instructions of the Lenders or of the Majority Lenders each of           the Lenders shall provide the Agent with instructions within five (5) Business Days of           the Agent's request (which request must be in writing).  If a Lender does not provide           the  Agent  with  instructions  within  that  period,  that  Lender  shall  be  bound  by  the           decision of the Agent.  Nothing in this Clause 15.25 shall limit the right of the Agent           to take, or refrain from  taking, any  action without obtaining  the instructions of the           Lenders or the Majority Lenders if the Agent in its discretion considers it necessary or           appropriate to take, or refrain from taking, such action in order to preserve the rights           of the Lenders under or in connection with the Finance Documents.  In that event, the           Agent will notify the Lenders of the action taken by it as soon as reasonably practicable,           and the Lenders agree to ratify any action taken by the Agent pursuant to this Clause           15.25.   15.26    Payments   All amounts payable to a Lender under this Clause       15 shall be paid to           such account at such bank as that Lender may from time to time direct in writing to           the Agent.   15.27    "Know your customer" checks   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.   15.28    Resignation               15.28.1  Subject to a successor being appointed in accordance with this Clause 15.28,                    the Agent may resign as agent and/or security trustee at any time without                    assigning any reason by giving to the Borrower, the Lenders and, in the case                    of its resignation as security trustee, the Swap Providers notice of its intention                    to do so, in which event the following shall apply:                     (a)      with the consent of the Borrower not to be unreasonably withheld                             (but such consent not to be required at any time after an Event of                             Default  which  is  continuing  unremedied  or  unwaived)  the  Lenders                             may  within  thirty  (30)  days  after  the  date  of  the  notice  from  the                             Agent appoint a successor to act as agent and/or security trustee or,                             if  they  fail  to do  so  with  the  consent  of  the  Borrower,  not  to  be                             unreasonably withheld (but such consent not to be required at any                             time  after  an  Event  of  Default  which  is  continuing  unremedied  or                             unwaived),  the  Agent  may  appoint  any  other  bank  or  financial                             institution as its successor;                     (b)      the resignation of the Agent shall take effect simultaneously with the                             appointment of its successor on written notice of that appointment                             being given to the Borrower and the Lenders;                       (c)      the Agent shall thereupon be discharged from all further obligations                             as agent but shall remain entitled to the benefit of the provisions of                             this Clause 15; and    LONLIVE\37980466.10                                                                       Page 78                                                                                                  





 






                      (d)      the  successor  of  the  Agent  and  each  of  the  other  parties  to  this                             Agreement  shall  have  the  same  rights  and obligations  amongst                             themselves  as  they  would  have  had  if  that  successor  had  been  a                             party to this Agreement.            15.28.2  The Agent shall resign and the Majority Lenders (after consultation with the                    Borrower) shall appoint a successor Agent in accordance with Clause 15.28 if                    on  or  after  the  date  which  is  three  months  before  the  earliest  FATCA                    Application  Date  relating  to  any  payment  to  the  Agent  under  the  Finance                    Documents, either:                     (a)      the  Agent  fails  to  respond  to  a  request  under  Clause 8.15 and  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;                     (b)      the  information  supplied  by  the Agent  pursuant to  Clause 8.15                             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                     (c)      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) 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 that Lender, by notice to the Agent, requires it to                    resign.   15.29    Replacement of the Agent            15.29.1  After  consultation  with  the  Borrower,  the  Majority  Lenders  may,  by  giving                    thirty (30) days' notice to the Agent (or, at any time the Agent is an Impaired                    Agent,  by  giving  any  shorter  notice  determined  by  the  Majority  Lenders)                    replace the Agent by appointing a successor Agent.            15.29.2  The  retiring  Agent  shall  (at  its  own  cost  if  it  is an  Impaired  Agent  and                    otherwise  at  the  expense  of  the  Lenders)  make  available  to the  successor                    Agent  such  documents  and  records  and  provide  such  assistance  as  the                    successor Agent may reasonably request for the purposes of performing its                    function as Agent under the Finance Documents.            15.29.3  The appointment of the successor Agent shall take effect on the date specified                    in the notice from the Majority Lenders to the retiring Agent.  As from this                    date,  the  retiring  Agent  shall  be  discharged  from  any  further  obligation in                    respect of the  Finance Documents (other than its obligations under  Clause                    15.29.2  but shall remain entitled to the benefit of this Clause 15 (and any                    agency fees for the account of the retiring Agent shall cease to accrue from                    (and shall be payable on) that date).            15.29.4  Any successor Agent 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.   LONLIVE\37980466.10                                                                       Page 79                                                                                                  





 






    15.30    No fiduciary relationship   Except as provided in Clauses 15.3 and 15.21, the Agent           shall not have any fiduciary relationship with or be deemed to be a trustee of or for           any other person and nothing contained in any Finance Document shall constitute a           partnership between any two or more Lenders or between the Agent and any other           person.   15.31    No other Duties   Notwithstanding anything to the contrary hereunder, neither the           Bookrunners  nor  the  MLAs  nor  the Coordinator nor  the  Co-Arranger shall  have  any           powers, duties or responsibilities under any of the Finance Documents, except in their           respective capacities, as applicable, as Bookrunners, MLAs or Coordinator.   16       Set-Off      16.1     A Finance Party may set off any matured obligation due from the Borrower under any           Finance Document (to the extent beneficially owned by that Finance Party) against any           matured obligation owed by that Finance Party to the Borrower, regardless of the place           of payment, booking branch or currency of either obligation.  If the obligations are in           different currencies, that 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.   16.2     The rights conferred on each Swap Provider by this Clause 16 shall be in addition to,           and without prejudice to or limitation of, the rights of netting and set-off conferred on           that Swap Provider by the relevant Master Agreement   17       Payments   17.1     Payments   Each amount payable by the Borrower under a Finance Document (other           than the Master Agreements) shall be paid to such account at such bank as the Agent           may from time to time direct to the Borrower in the Currency of Account and in such           funds  as are  customary  at  the  time  for  settlement  of  transactions  in  the  relevant           currency in the place of payment.  Payment shall be deemed to have been received by           the Agent on the date on which the Agent receives authenticated advice of receipt,           unless that advice is received by the Agent on a day other than a Business Day or at           a time of day (whether on a Business Day or not) when the Agent in its reasonable           discretion considers that it is impossible or impracticable for the Agent to utilise the           amount received for value that same day, in which event the payment in question shall           be deemed to have been received by the Agent on the Business Day next following the           date of receipt of advice by the Agent.   17.2     No deductions or withholdings   Each payment (whether of principal or interest or           otherwise) to be made by the Borrower under a Finance Document (other than the           Master Agreements) shall, subject only to Clause 17.3, be made free and clear of and           without deduction for or on account of any Taxes or other deductions, withholdings,           rights  of  set-off, restrictions,  conditions  or  counterclaims  of  any  nature,  other  than           FATCA Deductions.    17.3     Grossing-up     If  at any  time any  law requires the Borrower or any  other Security           Party to make any deduction or withholding from any payment, other than a FATCA           Deduction,  or  to  change  the  rate  or  manner  in  which  any  required  deduction  or           withholding is made under a Finance Document (other than the Master Agreements),           the Borrower shall (and shall procure that such Security Party shall) promptly notify           the Agent and, simultaneously with making that payment, will pay to the Agent      for    LONLIVE\37980466.10                                                                       Page 80                                                                                                  





 






             and on behalf of the relevant Finance Party whatever additional amount (after taking           into  account  any  additional  Taxes  on,  or  deductions  or  withholdings  from,  or           restrictions or conditions on, that additional amount) is necessary to ensure that, after           making the deduction or withholding, the relevant Finance Parties receive a net sum           equal to the  sum which  they would have received had no deduction or withholding           been made, it being understood that there shall be no requirement for any Security           Party  to  further  gross  up  a  guarantee  or  indemnity  payment  or  any  other  amount           payable  under  this  Agreement  or  any  Security  Document  which  already  includes  a           grossing  up  element  pursuant  to  this  Clause 17.3 or  any  equivalent  provision  in  a           Security Document to take account of withholding.     17.4     Evidence of deductions   If at any time the Borrower or any other Security Party is           required by law to make any deduction or withholding from any payment to be made           by it under a Finance Document (other than the Master Agreements), the Borrower           shall (and shall procure that such Security Party shall) pay the amount required to be           deducted  or  withheld  to  the  relevant  authority  within  the  time  allowed  under  the           applicable law and will as soon as reasonably practicable, and in any case no later than           thirty (30) days after making that payment, deliver to the Agent an original receipt           issued by the relevant authority, or other evidence reasonably acceptable to the Agent,           evidencing the payment to that authority of all amounts required to be deducted or           withheld.     17.5     Rebate   If the Borrower or any other Security Party pays any additional amount under           Clause 8.12 or Clause 17.3, and a Finance Party subsequently receives a refund of or           allowance in respect of any Tax which that Finance Party identifies as being referable           to that increased amount so paid by the Borrower or that other Security Party, that           Finance Party shall, as soon as reasonably  practicable,  pay  to the Borrower or that           other  Security  Party an  amount  equal  to  the  amount  of  the  refund  or  allowance           received, if and to the extent that it may do so without prejudicing its right to retain           that refund or allowance and without putting itself in any worse financial position than           that in which it would have been had the relevant deduction or withholding not been           required  to  have  been  made.   Nothing  in  this  Clause 17.5 shall  be  interpreted  as           imposing any obligation on any Finance Party to apply for any refund or allowance nor           as  restricting  in  any  way  the  manner  in  which  any  Finance  Party  organises  its  tax           affairs, nor as imposing on any Finance Party any obligation to disclose to the Borrower           or  any  other  Security  Party  any  information  regarding  its  tax  affairs  or  tax           computations.   17.6     Adjustment of due dates   If any payment or transfer of funds to be made under a           Finance Document, other than a payment of interest on the Loan or a payment under           a Master Agreement, shall be due on a day which is not a Business Day, that payment           shall  be  made  on  the  next  succeeding  Business  Day  (unless  the  next  succeeding           Business Day falls in the next calendar month in which event the payment shall be           made on the next preceding Business Day).  Any such variation of time shall be taken           into account in computing any interest in respect of that payment.   17.7     Control Account   The Agent shall open and maintain on its books a control account           in the name of the Borrower showing the advance of the Loan and the computation           and payment of interest and all other sums due under this Agreement.  The Borrower's           obligations to repay the Loan and to pay interest and   all other sums due under this           Agreement shall be evidenced by the entries from time to time made in the control    LONLIVE\37980466.10                                                                       Page 81                                                                                                  





 






             account opened and maintained under this Clause 17.7 and those entries will, in the           absence of manifest error, be conclusive and binding.   17.8     Impaired Agent            17.8.1   If, at any time, the Agent becomes an Impaired Agent, a Security Party or a                    Lender which is required to make a payment under the Finance Documents                    to the Agent in accordance with Clause 17.1 may instead either:                     (a)      pay that amount direct to the required recipient(s); or                     (b)      if  in  its  absolute  discretion  it  considers  that  it  is  not  reasonably                             practicable  to  pay  that  amount  direct  to  the  required  recipient(s),                             pay that amount or the relevant part of that amount to an interest-                            bearing account held with an Acceptable Bank in relation to which no                             Insolvency Event has occurred and is continuing, in the name of the                             Security  Party  or  the  Lender  making  the  payment  (the  "Paying                             Party") and designated as a trust account for the benefit of the Party                             or  Parties  beneficially  entitled  to  that  payment  under  the  Finance                             Documents (the "Recipient Party" or "Recipient Parties").                     In  each  case  such  payments  must  be  made  on  the  due  date  for payment                    under the Finance Documents.            17.8.2   All interest accrued on the amount standing to the credit of the trust account                    shall be for the benefit of the Recipient Party or the Recipient Parties pro rata                    to their respective entitlements.            17.8.3   A Party which has made a payment in accordance with this Clause 17.8 shall                    be  discharged  of  the  relevant  payment  obligation  under  the  Finance                    Documents  and  shall  not  take  any  credit  risk  with  respect  to  the  amounts                    standing to the credit of the trust account.            17.8.4   Promptly  upon  the  appointment  of  a  successor  Agent  in  accordance  with                    Clause 15.29, each Paying Party shall (other than to the extent that that Party                    has  given  an  instruction  pursuant  to Clause  17.8.5)  give  all  requisite                    instructions to the bank with whom the trust account is held to transfer the                    amount  (together  with  any  accrued  interest)  to  the  successor  Agent  for                    distribution to the relevant Recipient Party or Recipient Parties in accordance                    with Clause 15.21.            17.8.5   A Paying Party shall, promptly upon request by a Recipient Party and to the                    extent:                     (a)      it has not given an instruction pursuant to Clause 17.8.4; and                     (b)      that  it  has  been  provided  with  the  necessary  information  by  that                             Recipient Party,                     give all requisite instructions to the bank with whom the trust account is held                    to transfer the relevant amount (together with any accrued interest) to that                    Recipient Party.     LONLIVE\37980466.10                                                                       Page 82                                                                                                  





 






    18       Notices   18.1     Communications in writing   Any communication to be made under or in connection           with this Agreement shall be made in writing and, unless otherwise stated, may be           made by fax or letter or (subject to Clause 18.6) electronic mail.    18.2     Addresses   The address and fax number (and the department or officer, if any, for           whose attention the communication is to be made) of each party to this Agreement for           any communication or document to be made or delivered under or in connection with           this Agreement are:            18.2.1   in the case of the Borrower, c/o Teekay Shipping (Canada) Ltd Suite 2000,                    Bentall 5, 550 Burrard Street, Vancouver, B.C., Canada V6C 2K2 (fax no: +1                    604 681 3011) marked for the attention of Renee Eng, Treasury Manager;            18.2.2   in the case of each Lender, those appearing opposite its name in Schedule 1;             18.2.3   in the case of the Agent, 1211 Avenue of the Americas, 23rd Floor, New York,                    New  York  10036,  United  States  of  America (fax  no: +1  (212)  421  4420)                    marked for the attention of Shipping, Offshore & Oil Services; and            18.2.4   in the case of a Swap Provider, at the address below its name in Schedule 1,                    Part II;            or any substitute address, fax number, department or officer as any party may notify           to the Agent (or the Agent may notify to the other parties, if a change is made by the           Agent) by not less than five (5) Business Days' notice.   18.3     Delivery   Any communication or document made or delivered by one party to this           Agreement to another under or in connection this Agreement will only be effective:            18.3.1   if by way of fax, when received in legible form; or            18.3.2   if by way of letter, when it has been left at the relevant address or five (5)                    Business  Days  after  being  deposited  in  the  post  postage  prepaid  in  an                    envelope addressed to it at that address; or            18.3.3   if by way of electronic mail, in accordance with Clause 18.6;            and,  if  a  particular  department  or  officer is  specified  as  part  of  its  address  details           provided under Clause 18.2, if addressed to that department or officer.            Any communication or document to be made or delivered to the Agent will be effective           only when actually received by the Agent.            All notices from or to the Borrower (save in respect of the Master Agreements) shall           be sent through the Agent.   18.4     Notification of address and fax number   Promptly upon receipt of notification of           an address, fax number or change of address, pursuant to Clause 18.2 or changing its           own address or fax number, the Agent shall notify the other parties to this Agreement.   18.5     English language   Any notice given under or in connection with this Agreement must           be in English.  All other documents provided under or in connection with this Agreement           must be:   LONLIVE\37980466.10                                                                       Page 83                                                                                                  





 






             18.5.1   in English; or            18.5.2   if not in English, and if so required by the Agent, accompanied by a certified                    English translation and, in this case, the English translation will prevail unless                    the document is a constitutional, statutory or other official document.   18.6     Electronic communication              (a)      Any communication to be made in connection with this     Agreement may be                    made by electronic mail or other electronic means (including Debtdomain and                    any other similar electronic communication platform), if the Borrower and the                    relevant Finance Party:                     (i)      agree that, unless and until notified to the contrary, this is to be an                             accepted form of communication;                     (ii)     notify each other in writing of their electronic mail address and/or                             any other information required to enable the sending and receipt of                             information by that means; and                     (iii)    notify each other of any change to their address or any other such                             information supplied by them.            (b)      Any electronic communication made between the Borrower and the relevant                    Finance Party will be effective only when actually received in readable form                    and  acknowledged  by  the  recipient  (it  being  understood that  any  system                    generated responses do not constitute an acknowledgement) and in the case                    of any  electronic communication made by the Borrower  to a Finance Party                    only if it is addressed in such a manner as the Finance Party shall specify for                    this purpose.   19       Partial Invalidity            If, at any time, any provision of a Finance Document is or becomes illegal, invalid or           unenforceable in any respect under any law of any jurisdiction, neither the legality,           validity  or  enforceability  of  the  remaining  provisions  nor  the  legality,  validity  or           enforceability of such provision under the law of any other jurisdiction will in any way           be affected or impaired.   20       Remedies and Waivers            No failure to exercise, nor any delay in exercising, on the part of any Finance Party,           any right or remedy under a Finance Document shall operate as a waiver, nor shall           any  single  or  partial  exercise  of  any  right  or  remedy  prevent  any  further  or  other           exercise  or  the  exercise  of  any  other  right  or  remedy.   The  rights  and  remedies           provided in this Agreement are cumulative and not exclusive of any rights or remedies           provided by law.   21       Miscellaneous   21.1     No oral variations   No variation or amendment of a Finance Document shall be valid           unless in writing and signed on behalf of all the Finance Parties.    LONLIVE\37980466.10                                                                       Page 84                                                                                                  





 






    21.2     Further  Assurance   If  any  provision  of  a  Finance  Document  shall  be  invalid  or           unenforceable in whole or in part by reason of any present or future law or any decision           of any court, or if the documents at any time held by or on behalf of the Finance Parties           or any of them are considered by the Lenders for any reason insufficient to carry out           the terms of this Agreement, then from time to time the Borrower will promptly, on           demand by the Agent, execute or procure the execution of such further documents as           in  the  opinion of  the  Lenders  are  necessary  to  provide  adequate  security  for  the           repayment of the Indebtedness.   21.3     Rescission of payments etc.  Any discharge, release or reassignment by a Finance           Party of any of the security constituted by, or any of the obligations of a Security Party           contained in, a Finance Document shall be (and be deemed always to have been) void           if  any  act  (including,  without  limitation,  any  payment)  as  a  result  of  which  such           discharge,  release  or  reassignment  was  given  or  made  is  subsequently  wholly  or           partially rescinded or avoided by operation of any law.   21.4     Certificates   Any certificate or statement signed by an authorised signatory of the           Agent  purporting  to  show  the  amount  of  the  Indebtedness  (or  any  part  of  the           Indebtedness) or any other amount referred to in any Finance Document shall, save           for manifest error or on any question of law, be conclusive evidence as against the           Borrower of that amount.     21.5     Counterparts   This Agreement may be executed in any number of counterparts each           of which shall be original but which shall together constitute the same instrument.   21.6     Contracts (Rights of Third Parties) Act 1999   A person who is not a party to this           Agreement  (other  than  the  Indemnified  Parties)  has  no  right  under  the  Contracts           (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this           Agreement.   21.7     Contractual recognition of bail-in  Notwithstanding any other term of any Finance           Document  or  any  other  agreement,  arrangement  or  understanding  between  the           Parties, each Party  acknowledges and accepts that any  liability of any  Party to any           other Party under or in connection with the Finance Documents may be subject to Bail-          In Action by the relevant Resolution Authority and acknowledges and accepts to be           bound by the effect of:            (a)      any  Bail-In  Action  in  relation  to  any  such  liability;  including  (without                    limitation):                     (i)      a reduction, in full and 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.    LONLIVE\37980466.10                                                                       Page 85                                                                                                  





 






    22       Confidentiality   22.1     Confidential  Information   Each  Finance  Party  agrees  to  keep  all  Confidential           Information confidential and not to disclose it to anyone, save to the extent permitted           by  Clause 22.2  and Clause  22.3,  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.  To  the  extent  that  Confidential  Information  comprises           personal  information of  any  officer,  director  or  employee  of  a  Security  Party,  each           Finance  Party agrees  to  hold  that  personal information in  accordance  with  any  law           applicable to it.   22.2     Disclosure of Confidential Information   Any Finance Party may disclose:            22.2.1   to  any  of  its  Affiliates  and  Related  Funds  and  any  of  its  or  their  officers,                    directors,  employees,  professional  advisers,  auditors, insurers,  reinsurers,                    insurance  advisors,  insurance  brokers,  risk  mitigation  providers,  rating                    agencies, partners and Representatives such Confidential Information as that                    Finance  Party  shall  consider  appropriate  if  any  person  to  whom  the                    Confidential  Information  is  to  be  given  pursuant  to  this  Clause 22.2.1 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;            22.2.2   to any person:                     (a)      to  (or  through)  whom  it assigns  or  transfers  (or  may  potentially                             assign or transfer) all or any of its rights and/or obligations under                             one or more Finance Documents or which succeeds (or which may                             potentially succeed) it as agent or security trustee and, in each case,                             to  any  of  that  person's  Affiliates,  Related  Funds,  Representatives,                             auditors and professional advisers;                     (b)      with (or through) whom it enters into (or may potentially enter into),                             whether directly or indirectly, any sub-participation in relation to, or                             any other transaction under which payments are to be made or may                             be made by reference to, one or more Finance Documents and/or                             one or more Security Parties and to any of that person's Affiliates,                             Related Funds, Representatives, auditors and professional advisers;                     (c)      appointed  by  any  Finance  Party  or  by  a  person  to  whom  Clause                             22.2.2(a) or 22.2.2(b)  applies to receive communications, notices,                             information  or  documents  delivered  pursuant  to  the  Finance                             Documents on its behalf;                     (d)      who invests in or otherwise finances (or may potentially invest in or                             otherwise finance), directly or indirectly, any transaction referred to                             in Clause 22.2.2(a) or 22.2.2(b);                     (e)      to whom information is required or requested to be disclosed by any                             court  of  competent  jurisdiction  or  any  governmental,  banking,   LONLIVE\37980466.10                                                                       Page 86                                                                                                  





 






                               taxation or other regulatory authority or similar body, the rules of                             any  relevant  stock  exchange  or  pursuant  to  any  applicable law  or                             regulation;                     (f)      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;                     (g)      to whom or for whose benefit that Finance Party charges, assigns or                             otherwise creates security (or may do so) pursuant to Clause 14.7;                      (h)      who is a Party; or                     (i)      with the consent of the Borrower;                     in  each case,  such  Confidential  Information  as  that  Finance  Party  shall                    consider appropriate if:                     (i)      in relation to Clauses 22.2.2(a), 22.2.2(b) and 22.2.2(c), the person                             to whom the Confidential Information is to be given has entered into                             a  Confidentiality  Undertaking  except  that  there  shall  be  no                             requirement  for  a  Confidentiality  Undertaking  if  the  recipient  is  a                             professional  adviser  and  is  subject  to  professional  obligations  to                             maintain the confidentiality of the Confidential Information;                     (ii)     in relation to Clause 22.2.2(d), 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;                     (iii)    in relation to Clauses 22.2.2(e), 22.2.2(f) and 22.2.2(g), 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            22.2.3   to any person appointed by that Finance Party or by a person to whom Clause                    22.2.2(a)  or  22.2.2(b)  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 Clause 22.2.3 if the service provider to whom the Confidential Information                    is to be given has entered into a Confidentiality Undertaking.   22.3     Disclosure to numbering service providers            22.3.1   Any Finance Party may  disclose to  any national or international numbering                    service  provider  appointed  by  that  Finance  Party  to  provide  identification    LONLIVE\37980466.10                                                                       Page 87                                                                                                  





 






                      numbering services in respect of this Agreement, the Loan and/or one or more                    Security Parties the following information:                     (a)      names of Security Parties;                     (b)      country of domicile of Security Parties;                     (c)      place of incorporation of Security Parties;                     (d)      date of this Agreement;                     (e)      Clause 23;                      (f)      the names of the Agent and the MLAs;                     (g)      date of each amendment and restatement of this Agreement;                     (h)      amount of Total Commitments;                     (i)      currencies of the Loan;                     (j)      type of Loan;                     (k)      ranking of the Loan;                     (l)      Final Availability Date for the Loan;                     (m)      changes to any of the information previously supplied pursuant to                             (a) to (l); and                     (n)      such other information agreed between such Finance Party and that                             Security Party,                     to  enable  such  numbering  service  provider  to  provide  its  usual  syndicated                    loan numbering identification services.            22.3.2   The Parties acknowledge and agree that each identification number assigned                    to  this  Agreement,  the  Loan  and/or  one  or  more  Security  Parties  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.            22.3.3   The  Borrower  represents  that  none  of  the  information  set  out  in  Clauses                    22.3.1(a) to 22.3.1(n) is, nor will at any time be, unpublished price-sensitive                    information.            22.3.4   The Agent shall notify the Borrower and the other Finance Parties of:                     (a)      the name of any numbering service provider appointed by the Agent                             in respect of this Agreement, the Loan and/or one or more Security                             Parties; and                     (b)      the  number  or,  as  the  case  may  be,  numbers assigned  to  this                             Agreement, the Loan and/or one or more Security Parties by such                             numbering service provider.    LONLIVE\37980466.10                                                                       Page 88                                                                                                  





 






    23       Law and Jurisdiction   23.1     Governing law   This Agreement and any non-contractual obligations arising from or           in connection with it shall in all respects be governed by and interpreted in accordance           with English law.   23.2     Jurisdiction   For  the  exclusive  benefit  of  the  Finance  Parties,  the  parties  to  this           Agreement  irrevocably  agree  that  the  courts  of  England  are  to  have  jurisdiction  to           settle any dispute (a) arising from or in connection with this Agreement or (b) relating           to any non-contractual obligations arising from or in connection with this Agreement           and that any proceedings may be brought in those courts.   23.3     Alternative jurisdictions   Nothing contained in this Clause 23 shall limit the right of           the Finance Parties to commence any proceedings against the Borrower in any other           court  of  competent  jurisdiction  nor  shall  the  commencement  of  any  proceedings           against the Borrower in one or more jurisdictions preclude the commencement of any           proceedings in any other jurisdiction, whether concurrently or not.   23.4     Waiver of objections   The Borrower irrevocably waives any objection which it may           now or in the future have to the laying of the venue of any proceedings in any court           referred to in this Clause 23, and any claim that those proceedings have been brought           in an inconvenient or inappropriate forum, and irrevocably agrees that a judgment in           any proceedings commenced in any such court shall be conclusive and binding on it           and may be enforced in the courts of any other jurisdiction.   23.5     Waiver of Jury Trial  IN THE EVENT THAT VENUE IS LAID IN ANY COURT THAT IS           LOCATED IN THE UNITED STATES, THE BORROWER HEREBY AGREES TO WAIVE ITS           RIGHT  TO  A  JURY  TRIAL  OR  ANY  CLAIM  OR  CAUSE  OF  ACTION  BASED  UPON  OR           ARISING OUT OF    THIS AGREEMENT OR ANY DEALINGS BETWEEN IT AND ANY AND           ALL FINANCE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND           THE  RELATIONSHIP  THAT  IS  BEING  ESTABLISHED,  INCLUDING,  WITHOUT           LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL           OTHER  COMMON  LAW  AND  STATUTORY  CLAIMS.  THE  BORROWER  WARRANTS  AND           REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND           THAT  IT  KNOWINGLY  AND  VOLUNTARILY  WAIVES  ITS  JURY  TRIAL  RIGHTS           FOLLOWING CONSULTATION WITH SUCH LEGAL COUNSEL.   23.6     Service of process   Without prejudice to any other mode of service allowed under           any relevant law, the Borrower:            23.6.1   irrevocably appoints Teekay Shipping (UK) Ltd of 2nd Floor, 86 Jermyn Street,                    London SW1Y 6JD, England as its agent for service of process in relation to                    any proceedings before the English courts in connection with this Agreement;                    and            23.6.2   agrees that failure by a process agent to notify the Borrower of the process                    will not invalidate the proceedings concerned.   24       PATRIOT Act Notice            Each  of  the  Finance  Parties  hereby  notifies  the  Borrower that  pursuant  to  the           requirements of the PATRIOT Act and the policies and practices of the Finance Parties,           the Finance Parties are required to obtain, verify and record certain information and   LONLIVE\37980466.10                                                                       Page 89                                                                                                  





 






             documentation  that  identifies  each  Security  Party,  which  information  includes  the           name and address of each Security Party and such other information that will allow           the Finance Parties to identify each Security Party in accordance with the PATRIOT Act.       LONLIVE\37980466.10                                                                       Page 90                                                                                                  





 






    Schedule 1           Part I  The Lenders and the Commitments    The Lenders                                         Commitments                  The                                                           (US$)              Proportionate                                                                                Share (%)   Nordea Bank Abp, New York Branch                      65,300,000               12.26%   1211 Avenue of the Americas   23rd Floor   New York   NY 10036   United States of America      Fax no: +1 (212) 421 4420   Attn: Henning Lyche Christiansen   Email: henning.christiansen@nordea.com         Danske Bank, Norwegian Branch                         50,000,000               9.38%   Søndre gate 15   7011 Trondheim   Norway    For credit matters:    Primary contact   Bryggetorget 4   Aker Brygge   0250 Oslo   Norway    Attn: Anette Orsten   Email: anette.orsten@danskebank.com   Tel. no.: +47 85 40 62 66    Secondary contact   Loan Management Shipping   Holmens Kanal 2-12   1092 København K   Denmark    Email: loanmanshi@danskebank.com   Tel. no.: +45 45 14 63 59    For administration matters:    Loan Administration 3925   Holmens Kanal 2-12   1092 København K   Denmark    Email: R3925syn@danskebank.dk       LONLIVE\37980466.10                                                                       Page 91                                                                                                  





 






                                                                                           Swedbank AB (publ)                                    50,000,000               9.38%   Södra Hamngatan 27   404 80 Gothenburg   Sweden    For credit matters:    Attn: Mikael Sandersson / Per Finn-Hansen    Email:   mikael.sandersson@swedbank.se /            per.finn-hansen@swedbank.no    For administration matters:   Attention: Loan Agency / Credit   Administration   Fax no: +46  8 700 84 06   Email:   agency@swedbank.se            creditadmin@swedbank.se         Citibank, N.A.                                        50,000,000               9.38%   388 Greenwich Street   New York   NY 10013   United States of America    For credit matters:    Citibank, N.A., London Branch   Canada Square   Canary Wharf   London E14 5LB   United Kingdom    Attn: Shreyas Chipalkatty   Email: shreyas.chipalkatty@citi.com    For administration matters:    Citibank, N.A.   Loan Admin   1 Penns Way   Ops II New Castle   DE 19720   United States of America    Attention: Securities Processing Analyst   Tel.: +1 201 751 7566   Fax.: GLOriginationOps@citi.com   Email: LoanOrigination.Team3@citi.com            LONLIVE\37980466.10                                                                       Page 92                                                                                                  





 






            ABN AMRO Capital USA LLC                                                              100 Park Avenue                                       27,500,000               5.16%   17th Floor   New York, NY 10017   United States of America      For credit matters:    Attn: Maria Rodriguez / Zerxis Press   Tel. no: +1 917 284 6943 / +1 917 284 6938   Email:  maria.rodriguez@abnamro.com           zerxis.press@abnamro.com      For administration matters:    Attention: Lilia Engelsbel-Sporysheva   Fax no: +1 917 284 6697   Email: tradefinance@abnamro.com   lilia.engelsbel-sporysheva@abnamro.com      Crédit Agricole Corporate and                         50,000,000               9.38%   Investment Bank   12, place des Etats-Unis   CS 70052   92547 Montrouge Cedex   France      For credit matters:    1301, Avenue of the Americas   New York, NY 10019   United States of America    Attention: Jerome Duval / George   Gkanasoulis   Tel. no: +1 212 261 4039 / +1 212 261 3869   Fax no:  +1 917 849 6380 / +1 917 849   5583   Email:   jerome.duval@ca-cib.com            manon.didier@ca-cib.com            NYShipFinance@ca-cib.com    For administration matters:    12 Place des Etats-Unis   CS 70052   92547 Montrouge   France    Attention: Rosine Serra Joannides /   Clémentine Costil   Tel no: +33 1 41 89 43 76 /    LONLIVE\37980466.10                                                                       Page 93                                                                                                  





 






                +33 1 41 89 90 47   Fax no: +33 1 41 89 19 34   Email:   rosine.serra-joannides@ca-cib.com            clementine.costil.ca-cib.com      BNP Paribas S.A.                                      27,500,000               5.16%   16, Boulevard des Italiens   75009 Paris   France      For credit matters:              Attention: Marion Fievez/Karim Baz/Valentine   Cuenot    Email:   marion.fievez@bnpparibas.com /             karim.baz@bnpparibas.com /            valentine.cuenot@bnpparibas.com      For administration matters:    Attention: BOCI  CFI 2 Team/ Nurhan Gulec /   Vanima Calinghee   Fax no:    +33 1 40 14 74 25   Email:   paris.cib.boci.cfi.2@bnpparibas.com   /            nurhan.gulec@bnpparibas.com /             vanima.calinghee@bnpparibas.com         Clifford Capital Pte. Ltd.                            27,500,000                5.16%   1 Raffles Quay, #23-01, North Tower   Singapore 048583   Singapore      For credit matters:    Attention: Desmond Wong / Loh Yao Sheng   Fax no: +65 6444 9600   Email:   risk@cliffordcap.sg      For administration matters:    Attention: Cindy Oh / Lee Li Ling   Fax no: +65 6444 9600   Email: fto@cliffordcap.sg       LONLIVE\37980466.10                                                                       Page 94                                                                                                  





 






     Commonwealth Bank of Australia,                       27,500,000               5.16%   London Branch    60 Ludgate Hill   London EC4M 7AW   United Kingdom      For credit matters:    Attention: Philip Cheesman / Lachlan Evans   Tel. no: +44 207 710 3621 / +44 207 710   3970   Email:   philip.cheesman@cba.com.au /            lachlan.evans@cba.com.au   Cc:      deborah.tan@cba.com.au      For administration matters:    Attention: Loans Administration   Tel. no: +44 207 710 3586 / +44 207 710   3961   Email:   AUSR_SM05485@cba.com.au /            PDM_SAF@cba.com.au          DNB Capital LLC                                       27,500,000               5.16%   200 Park Avenue   31st Floor   New York   NY 10166    United States of America      For credit matters:    Attn:    Jessika Larsson /             Samantha Stone    Email:   jessika.larsson@dnb.no /            samantha.stone@dnb.no /             agencyNY@dnb.no    For administration matters:    Attn.:    Loan Administration/Teresa Rosu   Email:         nyloanscsd@dnb.com            /                   Teresa.rosu@dnb.no      ING Bank N.V., London Branch                          27,500,000               5.16%   8 – 10 Moorgate    London EC2R 6DA   United Kingdom      Attention: Deal Execution Team   Email: Execution@ING.com    LONLIVE\37980466.10                                                                       Page 95                                                                                                  





 






        KfW IPEX-Bank GmbH                                    27,500,000               5.16%   Palmengartenstrasse 5-9   60325 Frankfurt am Main   Federal Republic of Germany      For credit matters:    Attention: Arne Osthues/Claudia Coenenberg   Fax no: +49 69 7431 3768   Email:   arne.osthues@kfw.de            claudia.coenenberg@kfw.de      For administration matters:    Attention: Vincent Ertlé    Fax no: +49 69 7431 2944   Email: vincent.ertle@kfw.de         National Australia Bank Limited                       27,500,000               5.16%   245 Park Avenue   New York   NY 10167   United States of America      For credit matters:    Attention: Daniel Carr   Tel. no: +1 212 916 9605   Email: daniel.j.carr@nabny.com      For administration matters:    Attention: Judith Esposito    Fax no: +1 212 916 9622   Email: judith.esposito@nabny.com       LONLIVE\37980466.10                                                                       Page 96                                                                                                  





 






     Sumitomo Mitsui Banking Corporation                   27,500,000               5.16%   Neo Building   Rue Montoyer 51   Box no. 6   100 Brussels    Belgium       For credit matters:    Primary Contact    Sumitomo Mitsui Banking Corporation Europe   Limited   99 Queen Victoria Street   London EC4V 4EH   England       Attention: William Barrand    Tel. no: +44 (0) 207 786 1420   Email: william_barrand@gb.smbcgroup.com       Sumitomo Mitsui Banking Corporation Europe   Limited   1/3/5 rue Paul Cézanne   75008 Paris   France   Attention: Henriette Zephir   Tel. no: +33 1 44 90 48 81   Email: henriette_zephir@fr.smbcgroup.com      Secondary Contact    Sumitomo Mitsui Banking Corporation Europe   Limited   Neo Building    Rue Montoyer 51   Box no. 6   100 Brussels    Belgium      Attention: Françoise Bouchat / Nadine   Boudart   Fax no: +32 2 502 07 80   Email:   francoise_bouchat@be.smbcgroup.com   nadine_boudart@be.smbcgroup.com      For administration matters:    Primary Contact   Sumitomo Mitsui Banking Corporation Europe   Limited    LONLIVE\37980466.10                                                                       Page 97                                                                                                  





 






     99 Queen Victoria Street   London EC4V 4EH   United Kingdom   Attention: European Loan Operations    Fax no: +44 207 786 1569      Secondary Contact    Sumitomo Mitsui Banking Corporation Europe   Limited   99 Queen Victoria Street   London EC4V 4EH   United Kingdom   Attention: William Barrand   Email: william_barrand@sg.smbcgroup.com    Tel. no: +44 207 786 1420      Sumitomo Mitsui Banking Corporation Europe   Limited   1/3/5 rue Paul Cézanne   75008 Paris   France   Attention: Henriette Zephir   Tel. no: +33 1 44 90 48 81   Email: henriette_zephir@fr.smbcgroup.com         Skandinaviska Enskilda Banken AB                      20,000,000               3.75%   (publ)   Kungsträdgårdsgatan 8   SE-106 40 Stockholm   Sweden      For credit matters:    Attention: Simon Beckman/Susanne              Wilhelmsson   Email:     simon.beckman@seb.se /              susanna.wilhelmsson@seb.se      For administration matters:    Attention: Lukas Baltaduonis   Fax no: +46 8 611 03 84   Email: sco@seb.se                                       LONLIVE\37980466.10                                                                       Page 98                                                                                                  





 






    Part II   The Swap Providers    Nordea Bank Abp, Business Identity Code 2858394-9   c/o Nordea Danmark, Filial af Nordea Bank Abp, Finland   7288 Derivatives Services   PO Box 850   DK-0900 Copenhagen K   Denmark      Tel.: +45 55 47 51 71   Email: otc@nordea.com         DNB Bank ASA, New York Branch   200 Park Avenue   31st Floor   New York   NY 10166   United States of America      Attn:    Andrew Shohet /             Emmanuel Sanz    Email:   andrew.shohet@dnb.no /            emmanuel.sanz@dnb.no         KfW IPEX-Bank GmbH   Palmengartenstrasse 5-9   60325 Frankfurt am Main   Federal Republic of Germany      For credit matters:    Attention: Arne Osthues/Claudia Coenenberg   Fax no: +49 69 7431 3768   Email:   arne.osthues@kfw.de            claudia.coenenberg@kfw.de      For administration matters:    Attention: Treasury IPEX   Fax no: +49 69 7431 2944   Email: treasury-ipex@kfw.de          LONLIVE\37980466.10                                                                       Page 99                                                                                                  





 






     National Australia Bank Limited   245 Park Avenue   Floor 28   New York   NY 10167   United States of America      Attention: Ben Cattanach   Tel. no: +1 212 916 1208   Email: ben.cattanach@nabny.com         Skandinaviska Enskilda Banken AB (publ)   245 Park Avenue   33rd Floor   New York   NY 10167   United States of America      Attention: Adnan Chian   Tel. no: +1 212 907 4707   Email: adnan.chian@sebny.com         ABN AMRO Bank N.V.   c/o ABN AMRO Securities USA LLC   100 Park Avenue   17th Floor   New York, NY 10017   United States of America      For credit matters:    Attn: Rajesh Bhandula   Tel. no: +1 917 284 6712   Email:  rajesh.bhandula@abnamro.com       For administration matters:    Attention: Roberto Broegg   Tel. no: +1 917 284 6764   Email: roberto.broegg@abnamro.com                        LONLIVE\37980466.10                                                                      Page 100                                                                                                  





 






    Citibank, N.A.  388 Greenwich Street  New York  NY 10013  United States of America   For credit matters:   Citibank, N.A., London Branch   Canada Square  Canary Wharf  London E14 5LB  United Kingdom   Attention: Shreyas Chipalkatti  Email: shreyas.chipalkatti@citi.com   For administration matters:   Citibank, N.A.  Corporate Solutions Group  123 Front Street West  Toronto ON  Ontario CA M5J 2M3  Canada   Attention: James O’Reilly / Ran Ren  Tel.: +1 (416) 947 2924 /          +1 (416) 947 5303  Email: jamie.oreilly@citi.com / ran.ren@citi.com     ING Bank N.V.  Foppingadreef 7  P.O. Box 1800  NL-1000 BV Amsterdam  The Netherlands    Attention: Operations / Derivatives / TRC 00.13     Fax no.: +31 20 501 3381  Tel. no: +31-20-563-8222  Email: Trade.Processing.Derivatives.AMS@INGBank.com      Swedbank AB (publ), Norwegian branch  Filipstad Brygge 1  0252 Oslo  Norway    Attention: Espen Ostlyngen/               Mattis Lund  Tel. no.:  +47 23 11 62 68 / +47 23 11 62 78  Email:      espen.ostlyngen@swedbank.no /              mattis.lund@swedbank.no    LONLIVE\37980466.10                                                                      Page 101                                                                                                  





 






               Danske Bank A/S  Holmens Kanal 2-12  1092 Copenhagen K  Denmark   Attention: Anette Orsten  Email: anette.orsten@danske.com                                     LONLIVE\37980466.10                                                                      Page 102                                                                                                  





 






    Part III   MLAs       LONLIVE\37980466.10                                                                                                                                                              Page 103                                                                                                                                                                                                





 






     Nordea Bank Abp, New York Branch   1211 Avenue of the Americas   23rd Floor   New York   NY 10036   United States of America      Fax no: +1 (212) 421 4420   Attn: Henning Lyche Christiansen   Email: henning.christiansen@nordea.com         Danske Bank A/S   Holmens Kanal 2-12   1092 Copenhagen K   Denmark      Attn: Anette Orsten   Email: anette.orsten@danskebank.com         Swedbank AB (publ)   Södra Hamngatan 27   404 80 Gothenburg   Sweden    For credit matters:    Attn: Mikael Sandersson / Per Finn-Hansen    Email:   mikael.sandersson@swedbank.se /            per.finn-hansen@swedbank.no    For administration matters:   Attention: Loan Agency / Credit Administration   Fax no: +46  8 700 84 06   Email:   agency@swedbank.se             creditadmin@swedbank.se         Citibank, N.A.   388 Greenwich Street   New York   NY 10013   United States of America    For credit matters:    Citibank, N.A., London Branch   Canada Square   Canary Wharf   London E14 5LB    LONLIVE\37980466.10                                                                      Page 104                                                                                                  





 






     United Kingdom    Attn: Shreyas Chipalkatty   Email: shreyas.chipalkatty@citi.com    For administration matters:    Citibank, N.A.   Loan Admin   1 Penns Way   Ops II New Castle   DE 19720   United States of America    Attention: Securities Processing Analyst   Tel.: +1 201 751 7566   Fax.: GLOriginationOps@citi.com   Email: LoanOrigination.Team3@citi.com           ABN AMRO Capital USA LLC   100 Park Avenue   17th Floor   New York, NY 10017   United States of America      For credit matters:    Attn: Maria Rodriguez / Zerxis Press   Tel. no: +1 917 284 6943 / +1 917 284 6938   Email:  maria.rodriguez@abnamro.com           zerxis.press@abnamro.com      For administration matters:    Attention: Lilia Engelsbel-Sporysheva   Fax no: +1 917 284 6697   Email: tradefinance@abnamro.com   lilia.engelsbel-sporysheva@abnamro.com         Crédit Agricole Corporate and Investment Bank   12, place des Etats-Unis   CS 70052   92547 Montrouge Cedex   France      For credit matters:    1301, Avenue of the Americas   New York, NY 10019   United States of America    LONLIVE\37980466.10                                                                      Page 105                                                                                                  





 






     Attention: Jerome Duval / George Gkanasoulis   Tel. no: +1 212 261 4039 / +1 212 261 3869   Fax no:  +1 917 849 6380 / +1 917 849 5583   Email:   jerome.duval@ca-cib.com            manon.didier@ca-cib.com            NYShipFinance@ca-cib.com      For administration matters:    12 Place des Etats-Unis   CS 70052   92547 Montrouge   France      Attention: Rosine Serra Joannides / Clémentine Costil   Tel no: +33 1 41 89 43 76 / +33 1 41 89 90 47   Fax no: +33 1 41 89 19 34   Email:   rosine.serra-joannides@ca-cib.com            clementine.costil.ca-cib.com      BNP Paribas S.A.   16, Boulevard des Italiens   75009 Paris   France      For credit matters:              Attention: Marion Fievez/Karim Baz/Valentine Cuenot    Email:   marion.fievez@bnpparibas.com /             karim.baz@bnpparibas.com /            valentine.cuenot@bnpparibas.com      For administration matters:    Attention: BOCI  CFI 2 Team/ Nurhan Gulec / Vanima Calinghee   Fax no:    +33 1 40 14 74 25   Email:   paris.cib.boci.cfi.2@bnpparibas.com /            nurhan.gulec@bnpparibas.com /             vanima.calinghee@bnpparibas.com      Clifford Capital Pte. Ltd.   1 Raffles Quay, #23-01, North Tower   Singapore 048583   Singapore      For credit matters:    Attention: Desmond Wong / Loh Yao Sheng   Fax no: +65 6444 9600   Email: risk@cliffordcap.sg       LONLIVE\37980466.10                                                                      Page 106                                                                                                  





 






     For administration matters:    Attention: Cindy Oh / Lee Li Ling   Fax no: +65 6444 9600   Email: fto@cliffordcap.sg         Commonwealth Bank of Australia, London Branch    60 Ludgate Hill   London EC4M 7AW   United Kingdom      For credit matters:    Attention: Philip Cheesman / Lachlan Evans   Tel. no: +44 207 710 3621 / +44 207 710 3970   Email:   philip.cheesman@cba.com.au /            lachlan.evans@cba.com.au   Cc:      deborah.tan@cba.com.au      For administration matters:    Attention: Loans Administration   Tel. no: +44 207 710 3586 / +44 207 710 3961   Email:   AUSR_SM05485@cba.com.au /            PDM_SAF@cba.com.au          DNB Markets, Inc.   200 Park Avenue   31st Floor   New York   NY 10166    United States of America      Attn: Tor Ivar Hansen   Email: tor.ivar.hansen@dnb.no         ING Bank N.V., London Branch   8 – 10 Moorgate    London EC2R 6DA   United Kingdom      Attention: Deal Execution Team   Email: Execution@ING.com         KfW IPEX-Bank GmbH   Palmengartenstrasse 5-9   60325 Frankfurt am Main   Federal Republic of Germany   LONLIVE\37980466.10                                                                      Page 107                                                                                                  





 






        For credit matters:    Attention: Arne Osthues/Claudia Coenenberg   Fax no: +49 69 7431 3768   Email:   arne.osthues@kfw.de            claudia.coenenberg@kfw.de      For administration matters:    Attention: Vincent Ertlé    Fax no: +49 69 7431 2944   Email: vincent.ertle@kfw.de         National Australia Bank Limited   245 Park Avenue   New York   NY 10167   United States of America      For credit matters:    Attention: Daniel Carr   Tel. no: +1 212 916 9605   Email: daniel.j.carr@nabny.com      For administration matters:    Attention: Judith Esposito    Fax no: +1 212 916 9622   Email: judith.esposito@nabny.com      Sumitomo Mitsui Banking Corporation   Neo Building   Rue Montoyer 51   Box no. 6   100 Brussels                        Belgium       For credit matters:    Primary Contact   Sumitomo Mitsui Banking Corporation Europe Limited   99 Queen Victoria Street   London EC4V 4EH   England       Attention: William Barrand    Tel. no: +44 (0) 207 786 1420   Email: william_barrand@gb.smbcgroup.com    Sumitomo Mitsui Banking Corporation Europe Limited   1/3/5 rue Paul Cézanne   LONLIVE\37980466.10                                                                      Page 108                                                                                                  





 






     75008 Paris                                                                                         France   Attention: Henriette Zephir   Tel. no: +33 1 44 90 48 81   Email: henriette_zephir@fr.smbcgroup.com         Secondary Contact   Sumitomo Mitsui Banking Corporation Europe Limited   Neo Building    Rue Montoyer 51   Box no. 6   100 Brussels    Belgium      Attention: Françoise Bouchat / Nadine Boudart   Fax no: +32 2 502 07 80   Email:   francoise_bouchat@be.smbcgroup.com            nadine_boudart@be.smbcgroup.com      For administration matters:    Primary Contact   Sumitomo Mitsui Banking Corporation Europe Limited   99 Queen Victoria Street   London EC4V 4EH   United Kingdom   Attention: European Loan Operations    Fax no: +44 207 786 1569      Secondary Contact   Sumitomo Mitsui Banking Corporation Europe Limited   99 Queen Victoria Street   London EC4V 4EH   United Kingdom   Attention: William Barrand   Email: william_barrand@sg.smbcgroup.com    Tel. no: +44 207 786 1420      Sumitomo Mitsui Banking Corporation Europe Limited   1/3/5 rue Paul Cézanne   75008 Paris   France   Attention: Henriette Zephir   Tel. no: +33 1 44 90 48 81   Email: henriette_zephir@fr.smbcgroup.com             LONLIVE\37980466.10                                                                      Page 109                                                                                                  





 






    Part IV   Bookrunners       LONLIVE\37980466.10                                                                                                                                                              Page 110                                                                                                                                                                                                





 






     Nordea Bank Abp, New York Branch   1211 Avenue of the Americas   23rd Floor   New York   NY 10036   United States of America      Fax no: +1 (212) 421 4420   Attn: Henning Lyche Christiansen   Email: henning.christiansen@nordea.com         Danske Bank A/S   Holmens Kanal 2-12   1092 Copenhagen K   Denmark      Attn: Anette Orsten   Email: anette.orsten@danskebank.com         Swedbank AB (publ)   Södra Hamngatan 27   404 80 Gothenburg   Sweden    For credit matters:    Attn: Mikael Sandersson / Per Finn-Hansen    Email:   mikael.sandersson@swedbank.se /            per.finn-hansen@swedbank.no    For administration matters:   Attention: Loan Agency / Credit Administration   Fax no: +46  8 700 84 06   Email:   agency@swedbank.se             creditadmin@swedbank.se      Citibank, N.A.   388 Greenwich Street   New York   NY 10013   United States of America    For credit matters:    Citibank, N.A., London Branch   Canada Square   Canary Wharf   London E14 5LB   United Kingdom    LONLIVE\37980466.10                                                                      Page 111                                                                                                  





 






     Attn: Shreyas Chipalkatty   Email: shreyas.chipalkatty@citi.com    For administration matters:    Citibank, N.A.   Loan Admin   1 Penns Way   Ops II New Castle   DE 19720   United States of America    Attention: Securities Processing Analyst   Tel.: +1 201 751 7566   Fax.: GLOriginationOps@citi.com   Email: LoanOrigination.Team3@citi.com          Crédit Agricole Corporate and Investment Bank   12, place des Etats-Unis   CS 70052   92547 Montrouge Cedex   France      For credit matters:    1301, Avenue of the Americas   New York, NY 10019   United States of America    Attention: Jerome Duval / George Gkanasoulis   Tel. no: +1 212 261 4039 / +1 212 261 3869   Fax no:  +1 917 849 6380 / +1 917 849 5583   Email:   jerome.duval@ca-cib.com            manon.didier@ca-cib.com            NYShipFinance@ca-cib.com               For administration matters:   12 Place des Etats-Unis   CS 70052   92547 Montrouge   France      Attention: Rosine Serra Joannides / Clémentine Costil   Tel no: +33 1 41 89 43 76 / +33 1 41 89 90 47   Fax no: +33 1 41 89 19 34   Email:   rosine.serra-joannides@ca-cib.com            clementine.costil.ca-cib.com    LONLIVE\37980466.10                                                                      Page 112                                                                                                  





 






                                                                                                                                                LONLIVE\37980466.10                                                                                                                                                              Page 113                                                                                                                                                                                                





 






    Schedule 2          Conditions Precedent and Subsequent   Part I:  Conditions precedent to service of Drawdown Notice   1        Security Parties            (a)      Constitutional Documents   Copies of the constitutional documents of the                    Borrower  together  with  such  other  evidence  as  the  Agent  may  reasonably                    require that the Borrower is duly incorporated in its country of incorporation                    and remains in existence with power to enter into, and perform its obligations                    under, the Relevant Documents to which it is or is to become a party.             (b)      Certificate of good standing   A certificate of good standing in respect of                    the Borrower (if available).            (c)      Board resolutions   A copy of a resolution of the board of directors of the                    Borrower:                     (i)      approving the terms of, and the transactions contemplated by, the                             Relevant Documents to which it is a party and ratifying or resolving                             that it execute those Relevant Documents; and                      (ii)     if required authorising a specified person or persons to execute those                             Relevant  Documents  (and  all  documents  and  notices  to  be  signed                             and/or despatched under those documents) on its behalf.            (d)      Shareholder resolutions  If required by any legal advisor to the Agent, a                    copy  of  a  resolution  signed  by  all  the holders  of  the  issued  shares  in  the                    Borrower, approving the terms of, and the transactions contemplated by, the                    Relevant Documents to which it is a party.            (e)      Officer's certificates   An original certificate of a duly authorised officer or                    representative of the Borrower certifying that each copy document relating to                    it specified in this Part I of Schedule 2 is correct, complete and in full force                    and effect as at a date no earlier than the date of this Agreement, setting out                    the names of its directors and officers and setting out the proportion of shares                    held by each shareholder.              (f)      Powers of attorney   The original power of attorney of the Borrower under                    which any documents are to be executed or transactions undertaken by the                    Borrower.    2        Finance Documents            This Agreement and any Fee Letter.   3        Legal opinions            The following legal opinions, each addressed to the Agent, or confirmation satisfactory           to the Agent that such opinion will be given:             (a)      an opinion on matters of English law from Stephenson Harwood LLP; and   LONLIVE\37980466.10                                                                      Page 114                                                                                                  





 






             (b)      an opinion on matters of Marshall Island law from Watson Farley & Williams                    LLP, New York.   4        Other documents and evidence            (a)      Process agent   Evidence that any process agent referred to in Clause 23.6                    and  any  process  agent  appointed  under  any  Finance  Document  executed                    pursuant to paragraph 2 above has accepted its appointment.            (b)      Other  authorisations   A  copy  of  any   Necessary  Authorisation  or  other                    document, opinion or assurance which the Agent considers     to be necessary                    (if it has notified the Borrower accordingly) in connection with the entry into                    and  performance  of  the  transactions  contemplated  by  any  of  the  Relevant                    Documents  or  for  the  validity  and  enforceability  of  any  of  the  Relevant                    Documents.            (c)      Fees Evidence that the fees, costs and expenses then due from the Borrower                    under Clause 8 and Clause 9 have been paid.            (d)      "Know  your  customer"  documents   Such  documentation  and  other                    evidence as is reasonably requested by the Agent in order for the Lenders to                    comply  with  all  necessary  "know  your  customer"  or  similar  identification                    procedures  in  relation  to  the  transactions  contemplated  in  the  Finance                    Documents  (including  "know  your  customer"  documentation  on  each                    shareholder of the Borrower with a shareholding of 20% or more).             (e)      Other  Such  other  documents,  authorisations,  opinions  and  assurances  as                    the Agent may specify.            (f)      Valuations  Valuations (in accordance with the definition of, and sufficient to                    establish, Fair Market Value) of each Collateral Vessel dated no earlier than                    seventy five (75) days prior to the First Drawdown Date.            (g)      Commitments       The    Coordinator   having   received    confirmation   of                    commitments from Lenders for, in aggregate, the full amount of the Loan.    LONLIVE\37980466.10                                                                      Page 115                                                                                                  





 






    Part II(A):  Conditions precedent to First Drawdown Date   1        Security Parties            (a)      Bringdown Certificate   An original certificate from a duly authorised officer                    or  representative  of  the  Borrower  confirming  that  none  of  the  documents                    delivered to the Agent pursuant to Schedule 2, Part I, paragraphs 1(a), (c),                    (d), (e) and (f) have been amended or modified in any way since the date of                    their delivery to the Agent.            (b)      Constitutional Documents   Copies of the constitutional documents of each                    Collateral Owner  and the Pledgor  together with such other evidence as the                    Agent may reasonably require that each Collateral Owner and the Pledgor is                    duly formed or incorporated in its country of formation or incorporation and                    remains  in  existence  with  power  to  enter  into,  and  perform  its  obligations                    under, the Relevant Documents to which it is or is to become a party.            (c)      Certificates of good standing   A certificate of good standing in respect of                    each Collateral Owner, the Pledgor and, if required, the Borrower (if such a                    certificate can be obtained).            (d)      Board  resolutions   A  copy  (or  extract)  of  a  resolution  of  the  board  of                    directors (or sole member) of each Collateral Owner and the Pledgor:                     (i)      approving the terms of, and the transactions contemplated by, the                             Relevant Documents to which it is a party and ratifying or resolving                             that it execute those Relevant Documents; and                      (ii)     if required authorising a specified person or persons to execute those                             Relevant  Documents  (and  all  documents  and  notices  to  be  signed                             and/or despatched under those documents) on its behalf.            (e)      Shareholder resolutions  If required by any legal advisor to the Agent, a                    copy  of  a  resolution  signed  by  all  the  holders  of  the  issued  shares  or                    membership interests (as the case may be) in each Collateral Owner and the                    Pledgor, approving the terms of, and the transactions contemplated by, the                    Relevant Documents to which it is a party.            (f)      Officer's certificates   An original certificate of a duly authorised officer or                    representative of each Collateral Owner and the Pledgor certifying that each                    copy  document  relating  to  it  specified  in  this  Part  II(B) of Schedule  2 is                    correct, complete and in full force and effect as at a date no earlier than the                    date of the Drawdown Date, setting out the names of its directors and officers,                    setting out the proportion of shares held by each shareholder, and confirming                    that its borrowing and guaranteeing limits will not be exceeded.            (g)      Powers of attorney   The notarially attested and legalised (where necessary                    for registration purposes) power of attorney of each Collateral Owner and the                    Pledgor  under  which  any  documents  are  to  be  executed  or  transactions                    undertaken by that Collateral Owner and the Pledgor.    LONLIVE\37980466.10                                                                      Page 116                                                                                                  





 






    2        Security and related documents            (a)      Vessel  documents   In  respect  of    each  Collateral  Vessel,  photocopies,                    certified as true, accurate and complete by a duly authorised representative                    of the Collateral Owner of that Collateral Vessel, of:                     (i)      the Management Agreements (if any);                      (ii)     any Charter;                     (iii)    evidence of each  Collateral Vessel's current Certificate of Financial                             Responsibility issued pursuant to the United States Oil Pollution Act                             1990 (if applicable);                     (iv)     each ISM Company's current Document of Compliance;                     (v)      each Collateral Vessel's current ISSC;                     (vi)     each Collateral Vessel's current IAPPC;                     (vii)    each Collateral Vessel's current SMC;                     (viii)   each Collateral Vessel’s “Green Passport” (if available),                     in each case together with all addenda, amendments or supplements.            (b)      Evidence of Collateral Owners' title   Evidence that on the First Drawdown                    Date (i) each Collateral Vessel is permanently registered under the relevant                    flag in the ownership of the relevant Collateral Owner and (ii) each Mortgage                    will be capable of being registered against the relevant Collateral Vessel with                    first priority.            (c)      Evidence of insurance   Evidence that each Collateral Vessel is insured in                    the  manner  required  by  the  Security  Documents  and  that  letters  of                    undertaking will be issued in the manner required by the Security Documents,                    together with the written approval of the Insurances by an insurance adviser                    appointed by the Agent.            (d)      Certificate of class   A  certified copy  of the Class Certificate for hull and                    machinery in respect of each Collateral Vessel confirming that that Collateral                    Vessel is classed with the highest in respect of each Collateral Vessel class                    applicable to vessels of her type with a Pre-Approved Classification Society                    free of material overdue recommendations affecting class.            (e)      Security Documents   The Guarantees, the Mortgages,        the Assignments,                    the  Account  Security  Deed  and the  Share  Pledges,  together  with  all  other                    documents required by any of them, including, without limitation, all notices                    of  assignment  and/or  charge  and  evidence  that  those  notices  will  be  duly                    acknowledged  by  the  recipients,  all  share  certificates,  certified  copy  share                    registers  or  registers  of  members,  transfer  forms,  proxy  forms,  letters  of                    resignation and letters of undertakings specified in the Share Pledges.    LONLIVE\37980466.10                                                                      Page 117                                                                                                  





 






             (f)      Managers' Confirmations   The Managers' Confirmations (if any) together                    with  notices  of  any  assignments  contained  in  the  same and  evidence  that                    those notices will be duly acknowledged by the recipients.            (g)      Other Relevant Documents   Copies of each of the Relevant Documents not                    otherwise comprised in the documents listed in this Part II(A) of Schedule 2.   3        Legal opinions            Confirmation  satisfactory  to  the  Agent  that  legal  opinions  substantially  in  the  form           provided to the Agent prior to the First Drawdown Date will be given promptly following           disbursement of the Loan, namely:            (a)      an opinion on matters of English law from Stephenson Harwood LLP;            (b)      an opinion on matters of Marshall Islands law from Watson Farley & Williams                    LLP;             (c)      an opinion on matters of New York law from Watson Farley & Williams LLP,                    New York; and            (d)      an  opinion  on  matters  of Bahamas  law  from  Lennox  Patton  (or  such  other                    legal  advisors  in  respect  of  the  jurisdiction  of  the  underlying  flag  of  the                    Collateral Vessels).   4        Other documents and evidence            (a)      Drawdown Notice   A duly completed Drawdown Notice.            (b)      Process agent   Evidence that any process agent appointed under any of the                    Security Documents executed pursuant to paragraph 2(e) above has accepted                    its appointment.            (c)      Other Authorisations   A copy of any other Necessary Authorisation or other                    document, opinion or assurance which the Agent considers to be necessary                    (if it has notified the Borrower accordingly) in connection with the entry into                    and performance of the transactions contemplated by any Relevant Document                    or for the validity and enforceability of any Relevant Document.            (d)      "Know  your  customer"    Such  documentation  and  other  evidence  as  is                    reasonably requested by the Agent in order for the Lenders to comply with all                    necessary  "know  your  customer"    or  similar  identification  procedures  in                    relation to the transactions contemplated in the Finance Documents.            (e)      Fees   Evidence that the fees, costs and expenses then due from the Borrower                    under Clause 8 and Clause 9 have been paid by, or will have been paid on,                    the Drawdown Date.            (f)      Existing Indebtedness   Evidence satisfactory to the Agent that on or by                    the First Drawdown Date, the Existing Indebtedness has, or will be, repaid in                    full together with accrued interest and all other fees accrued or outstanding                    under the Existing Loan Agreements and that all relevant Security Documents                    (as defined in the Existing Loan Agreements) and any relevant Encumbrance    LONLIVE\37980466.10                                                                      Page 118                                                                                                  





 






                      securing the Existing Indebtedness or the obligations under the Existing Loan                    Agreements will be released and discharged.                                    LONLIVE\37980466.10                                                                      Page 119                                                                                                  





 






    Part II(B):  Conditions precedent to subsequent Drawdown Dates   1        Drawdown Notice  A Drawdown Notice for the relevant Drawing.   2        Other Documents  Any documents and evidence under Part II(A) to the extent not           already provided to the Agent.                                   LONLIVE\37980466.10                                                                      Page 120                                                                                                  





 






    Part III:  Conditions subsequent to First Drawdown Date   1        Evidence of Collateral Owners' title   On the First Drawdown Date, a certificate of           ownership  and  encumbrance  (or  equivalent)  issued  by  the  Registrar  of  Ships  (or           equivalent  official)  of  the  flag  of each Collateral  Vessel  confirming  that  (a) each           Collateral  Vessel  is  permanently  registered  under  that  flag  in  the  ownership  of  the           relevant Collateral Owner, (b)  each Mortgage  has been registered with first priority           against  the relevant Collateral  Vessel  and  (c)  there  are  no  further  Encumbrances           registered against any of the Collateral Vessels.   2        Letters  of  undertaking   Letters  of  undertaking  in  respect  of  the  Insurances  as           required by the Security Documents together with copies of the relevant policies or           cover notes or entry certificates duly endorsed with the interest of the Finance Parties.   3        Acknowledgements  of  notices   Acknowledgements  of  all  notices  of  assignment           and/or  charge  given  pursuant  to  any  Security  Documents  received  by  the  Agent           pursuant to Part II of this Schedule 2.   4        Legal opinions   Such of the legal opinions specified in Part II of this Schedule 2 as           have not already been provided to the Agent.                                     LONLIVE\37980466.10                                                                      Page 121                                                                                                  





 






    Part IV:  Conditions precedent to a Vessel Replacement Date   1        Replacement Owner            (a)      Constitutional Documents   Copies of the constitutional documents of the                    Replacement  Owner  together  with  such  other  evidence  as  the  Agent  may                    reasonably  require  that  the  Replacement  Owner  is  duly  formed  or                    incorporated  in  its  country  of  formation  or  incorporation  and  remains  in                    existence  with  power  to  enter  into,  and  perform  its  obligations  under,  the                    Relevant Documents to which it is or is to become a party.            (b)      Certificate of good standing   A certificate of good standing in respect of                    the Replacement Owner (if such a certificate can be obtained).            (c)      Board resolutions   A copy of a resolution of the board of directors of the                    Replacement Owner (or its sole member):                     (i)      approving the terms of, and the transactions contemplated by, the                             Relevant Documents to which it is a party and ratifying or resolving                             that it execute those Relevant Documents; and                      (ii)     if required authorising a specified person or persons to execute those                             Relevant  Documents  (and  all  documents  and  notices  to  be  signed                             and/or despatched under those documents) on its behalf.            (d)      Officer's  certificate   A  certificate  of  a  duly  authorised  officer  or                    representative of the Replacement Owner certifying that each copy document                    relating to it specified in this Part IV of Schedule 2 is correct, complete and in                    full  force  and  effect  as  at  a  date  no  earlier  than  the  date  of the  Vessel                    Replacement Date and setting out the names of its directors and officers (or                    its  sole  member),  setting  out  the  proportion  of  shares  held  by  each                    shareholder  (or  its  sole  member)  and  confirming  that  its  borrowing  and                    guaranteeing limits will not be exceeded.            (e)      Power of attorney   The notarially attested and legalised (where necessary                    for registration purposes) power of attorney of the Replacement Owner under                    which any documents are to be executed or transactions undertaken by the                    Replacement Owner.   2        Security and related documents            (a)      Vessel  documents       In  respect  of  the  Replacement  Vessel photocopies,                    certified as true, accurate and complete by a duly authorised representative                    of the relevant Replacement Owner, of:                     (i)      the Management Agreements (if any);                      (ii)     any Charter;                     (iii)    evidence of the Replacement Vessel's current Certificate of Financial                             Responsibility issued pursuant to the United States Oil Pollution Act                             1990 (if applicable);    LONLIVE\37980466.10                                                                      Page 122                                                                                                  





 






                      (iv)     the ISM's Company's current Document of Compliance;                     (v)      the Replacement Vessel's current ISSC;                     (vi)     the Replacement Vessel's IAPPC;                     (vii)    the Replacement Vessel's current SMC; and                     (viii)   the Replacement Vessel's “Green Passport” (if available),                     in each case together with all addenda, amendments or supplements.            (b)      Evidence of Owner's title   Evidence that on the Vessel Replacement Date                    (i) the Replacement  Vessel will be at least provisionally registered under a                    Pre-Approved  Flag  in  the  ownership  of  the Replacement  Owner and  (ii)  a                    Mortgage will be capable of being registered against the Replacement Vessel                    with first priority.            (c)      Evidence of insurance   Evidence that the Replacement Vessel is insured in                    the  manner  required  by  the  Security  Documents  and  that  letters  of                    undertaking will be issued in the manner required by the Security Documents,                    together with (if required by the Agent) the written approval of the Insurances                    by an insurance adviser appointed by the Agent.            (d)      Confirmation of class   A Certificate of Confirmation of Class for hull and                    machinery confirming that the Replacement Vessel is classed with the highest                    class  applicable  to  vessels  of  her  type  with  a  Pre-Approved  Classification                    Society free of material overdue recommendations affecting class.            (e)      Security Documents       The Guarantee to be executed by the Replacement                    Owner, the Mortgage and    the Assignment to be executed in respect of the                    Replacement   Vessel,  a  Share  Pledge  in  respect  of  the Replacement  Owner                    together with all other documents required by any of them, including, without                    limitation, all notices of assignment and/or charge and evidence that those                    notices will be duly acknowledged by the recipients.            (f)      Managers' Confirmations   The Managers' Confirmations (if any) together                    with  notices  of  any  assignments  contained  in  the  same  and  evidence  that                    those notices will be duly acknowledged by the recipients.            (g)      Other Relevant Documents   Copies of each of the Relevant Documents in                    respect of the Replacement Vessel not otherwise comprised in the documents                    listed in this Part IV of Schedule 2.            (h)      Valuations   Valuations (in accordance with the definition of, and sufficient                    to establish, Fair Market Value) of the Replacement Vessel   dated no earlier                    than thirty (30) days prior to the Vessel Replacement Date.   3        Legal opinions            If a Security Party is incorporated in a jurisdiction other than England and Wales or if           any Finance Document is governed by the laws of a jurisdiction other than England           and  Wales,  a  legal  opinion  of  the  legal  advisers  to  the  Lenders  in  each  relevant           jurisdiction,  substantially  in  the  form  provided  to  the  Agent  prior  to  the Vessel    LONLIVE\37980466.10                                                                      Page 123                                                                                                  





 






             Replacement Date or confirmation satisfactory to the Agent that such an opinion will           be given.   4        Other documents and evidence            (a)      Process agent   Evidence that any process agent appointed under any new                    Finance Document has accepted its appointment.            (b)      Other authorisations   A copy of any other Necessary Authorisation or other                    document, opinion or assurance which the Agent considers to be necessary                    or desirable (if it has notified the relevant Replacement Owner accordingly)                    in  connection  with  the  entry  into  and  performance  of  the  transactions                    contemplated  by  any  of  the Relevant  Documents  or  for  the  validity  and                    enforceability of any of the Relevant Documents.            (c)      Fees   Evidence that the fees, costs and expenses then due from the Borrower                    under Clause 9 have been, or will be, paid on the Vessel Replacement Date.            (d)      "Know  your   customer"   Such  documentation  and  other  evidence  as  is                    reasonably requested by the Agent in order for the Lenders to comply with all                    necessary  "know  your  customer"  or  similar  identification  procedures  in                    relation to the transactions contemplated in the Finance Documents.                                      LONLIVE\37980466.10                                                                      Page 124                                                                                                  





 






    Part V:  Conditions subsequent to Vessel Replacement Date   1        Evidence  of  Replacement     Owner's  title   On  the  Vessel  Replacement  Date,  a           certificate of ownership and encumbrance (or equivalent) issued by the Registrar of           Ships (or equivalent official) of the flag of the Replacement Vessel confirming that (a)           the Replacement Vessel is permanently registered under that flag in the ownership of           the  Replacement   Owner,  (b) the  Mortgage  has  been  registered  with  first  priority           against the Replacement Vessel and (c) there are no further Encumbrances registered           against the Replacement Vessel.   2        Letters of undertaking   Letters of undertaking in respect of the Insurances relating           to the Replacement Vessel as required by the Security Documents together with copies           of  the  relevant  policies  or  cover  notes  or  entry  certificates  duly  endorsed  with  the           interest of the Finance Parties.   3        Acknowledgements  of  notices   Acknowledgements  of  all  notices  of  assignment           and/or  charge  given  pursuant  to  any  Security  Documents  received by  the  Agent           pursuant to Part IV of this Schedule 2.   4        Legal opinions   Such of the legal opinions specified in Part IV of this Schedule 2 as           have not already been provided to the Agent.                                        LONLIVE\37980466.10                                                                      Page 125                                                                                                  





 






    Part VI:  Conditions precedent to an Upsize Amount Drawdown Date   1        Security Parties            (a)      Bringdown  Certificate    A  certificate  from  a  duly  authorised  officer  or                    representative  of  the  Borrower  confirming  that  none  of  the  documents                    delivered to the Agent pursuant to Schedule 2, Part I, paragraphs 1(a), (c),                    (d) and (e) have been amended or modified in any way since the date of their                    delivery to the Agent.            (b)      Constitutional Documents   Copies of the constitutional documents of the                    Additional Collateral Owner together with such other evidence as the Agent                    may reasonably require that the Additional Collateral Owner is duly formed or                    incorporated  in  its  country  of  formation  or  incorporation  and  remains  in                    existence  with  power  to  enter  into,  and  perform  its  obligations  under,  the                    Relevant Documents to which it is or is to become a party.            (c)      Certificates of good standing   A certificate of good standing in respect of                    the Additional Collateral Owner and the Borrower (if such a certificate can be                    obtained).            (d)      Board  resolutions   A    copy  (or  extract)  of  a  resolution  of  the  board  of                    directors (or its sole member) of the Additional Collateral Owner:                     (i)      approving the terms of, and the transactions contemplated by, the                             Relevant Documents to which it is a party and ratifying or resolving                             that it execute those Relevant Documents; and                      (ii)     if required authorising a specified person or persons to execute those                             Relevant  Documents  (and  all  documents  and  notices  to  be  signed                             and/or despatched under those documents) on its behalf.            (e)      Shareholder resolutions  If required by any legal advisor to the Agent, a                    copy  of  a  resolution  signed  by  all  the  holders  of  the  issued  shares  or                    membership interests (as the case may be) in the Additional Collateral Owner,                    approving the terms of, and the transactions contemplated by, the Relevant                    Documents to which it is a party.            (f)      Officer's certificates   An original certificate of a duly authorised officer or                    representative  of  the  Additional  Collateral  Owner  certifying  that  each  copy                    document  relating  to  it  specified  in  this  Part  IV  of  Schedule  2  is  correct,                    complete and in full force and effect as at a date no earlier than the relevant                    Drawdown Date, setting out the names of its directors and officers, setting                    out the proportion of shares held by each shareholder, and confirming that its                    borrowing and guaranteeing limits will not be exceeded.            (g)      Powers of attorney   The notarially attested and legalised (where necessary                    for registration purposes) power of attorney of the Additional Collateral Owner                    under which any documents are to    be executed or transactions undertaken                    by that Additional Collateral Owner.    LONLIVE\37980466.10                                                                      Page 126                                                                                                  





 






    2        Security and related documents            (a)      Vessel  documents        In  respect  of  the  Additional  Collateral  Vessel,                    photocopies,  certified  as  true,  accurate  and  complete  by  a  duly  authorised                    representative of the relevant Additional Collateral Owner, of:                     (i)      the Management Agreements (if any);                     (ii)     any Charter;                     (iii)    evidence of the Additional Collateral Vessel's current Certificate of                             Financial  Responsibility  issued  pursuant  to  the  United  States  Oil                             Pollution Act 1990 (if applicable);                     (iv)     each ISM Company's current Document of Compliance;                     (v)      the Additional Collateral Vessel's current ISSC;                     (vi)     the Additional Collateral Vessel's current IAPPC;                     (vii)    the Additional Collateral Vessel's current SMC;                     (viii)   the Additional Collateral Vessel's “Green Passport” (if available),                     in each case together with all addenda, amendments or supplements.             (b)      Evidence  of  Additional  Collateral  Owner's  title   Evidence  that  on  the                    Upsize  Trigger  Date  (i)  the  Additional  Collateral  Vessel  will  be  at  least                    provisionally  registered under a Pre-Approved Flag in the ownership of the                    Additional  Collateral  Owner  and  (ii)  a  Mortgage  will  be  capable  of  being                    registered against the Additional Collateral Vessel with first priority.            (c)      Evidence  of  insurance   Evidence  that  the  Additional  Collateral  Vessel  is                    insured in the manner required by the Security Documents and that letters of                    undertaking will be issued in the manner required by the Security Documents,                    together with the written approval of the Insurances by an insurance adviser                    appointed by the Agent.            (d)      Confirmation of class   A certified copy of the Class Certificate for hull and                    machinery in respect of the Additional Collateral Vessel confirming that the                    Additional  Collateral  Vessel  is  classed  with  the  highest  class  applicable  to                    vessels of her type with a Pre-Approved Classification Society free of material                    overdue recommendations affecting class.            (e)      Security  Documents   The  Guarantee  to  be  executed  by  the  Additional                    Collateral Owner, the Mortgage and the Assignment to be executed in respect                    of  the  Additional  Collateral  Vessel  and the  Share  Pledge  in  respect  of  the                    Additional Collateral Owner, together with all other  documents required  by                    any of them, including, without limitation, all notices of assignment and/or                    charge  and  evidence  that  those  notices  will  be  duly  acknowledged  by the                    recipients, all share certificates, certified copy share registers or registers of                    members, transfer forms, proxy forms, letters of resignation and letters of                    undertakings specified in the Share Pledge and such confirmations relating to    LONLIVE\37980466.10                                                                      Page 127                                                                                                  





 






                      the existing Security Documents to ensure they secure the Upsize Increased                    Maximum Amount as the Agent and its counsel may require.            (f)      Managers’ Confirmation  The Managers’ Confirmation (if any) together with                    notices of any assignments contained in the same and evidence that those                    notices will be duly acknowledged by the recipients.             (g)      Other Relevant Documents   Copies of each of the Relevant Documents in                    respect  of  the  Additional  Collateral  Vessel  not  otherwise  comprised in  the                    documents listed in this Part IV of Schedule 2.            (h)      Valuations   Valuations (in accordance with the definition of, and sufficient                    to establish, Fair Market Value) of the Additional Collateral Vessel dated no                    earlier than thirty (30) days prior to the Upsize Amount Drawdown Date.   3        Legal opinions            If a Security Party is incorporated in a jurisdiction other than England and Wales or if           any Finance Document is governed by the laws of a jurisdiction other than England           and  Wales,  a  legal  opinion  of  the  legal  advisers  to  the  Lenders  in  each  relevant           jurisdiction, substantially in the form provided to the Agent prior to the Upsize Amount           Drawdown Date or confirmation satisfactory to the Agent that such an opinion will be           given.   4        Other documents and evidence            (a)       Upsize Notice   A duly completed Upsize Notice, accepted in writing by the                    Agent.            (b)       Drawdown Notice   A duly completed Drawdown Notice.            (c)       Process agent   Evidence that any process agent appointed under any new                    Finance Document has accepted its appointment.            (d)       Other authorisations   A copy of any other Necessary Authorisation or other                    document, opinion or assurance which the Agent considers to be necessary                    or desirable (if it has notified the Borrower accordingly) in connection with the                    entry into and performance of the transactions contemplated by any Relevant                    Document or for the validity and enforceability of any Relevant Document.            (e)       Fees   Evidence that the fees, costs and expenses then due from the Borrower                    under Clause 9.3 have been paid or will be paid by the Drawdown Date.            (f)       "Know  your  customer"  documents   Such  documentation  and  other                    evidence as is reasonably requested by the Agent in order for the Lenders to                    comply  with  all  necessary  "know  your  customer"  or  similar  identification                    procedures  in  relation  to  Additional  Collateral  Owner  or  the  transactions                    contemplated in the Finance Documents.            (g)      Other  An addendum in respect of the Mortgage relating to m.v. “HOVDEN                    SPIRIT” amending the same to secure the relevant Upsize Amount, in agreed                    form between the relevant Collateral Owner and the Agent.                                    LONLIVE\37980466.10                                                                      Page 128                                                                                                  





 






    Part VII:  Conditions subsequent to an Upsize Amount Drawdown Date   1        Evidence of Collateral Owner's title   On the Upsize Amount Drawdown Date,  a           certificate of ownership and encumbrance (or equivalent) issued by the Registrar of           Ships (or equivalent official) of the flag of the Additional Collateral Vessel confirming           that (a) the Additional Collateral Vessel is permanently registered under that flag in           the ownership of the Additional Collateral Owner, (b) the relevant Mortgage has been           registered with first priority against the Additional Collateral Vessel and (c) there are           no further Encumbrances registered against the Additional Collateral Vessel.   2        Letters  of  undertaking   Letters  of  undertaking  in  respect  of  the  Insurances  as           required by the Security Documents together with copies of the relevant policies or           cover notes or entry certificates duly endorsed with the interest of the Finance Parties.   3        Acknowledgements  of  notices   Acknowledgements  of  all  notices  of  assignment           and/or  charge  given  pursuant  to any  Security  Documents  received  by  the  Agent           pursuant to Part VI of this Schedule 2.   4        Legal opinions   Such of the legal opinions specified in Part VI of this Schedule 2 as           have not already been provided to the Agent.   5        Other  On the Upsize Drawdown Date, a certificate of ownership and encumbrance (or           equivalent)  issued  by  the  Registrar  of  Ships  (or equivalent)  of  the  Marshall  Islands           confirming that the addendum in respect of the Mortgage relating to m.v. “HOVDEN           SPIRIT” referred to at Schedule 2, Part IV, paragraph 4(g) has been registered against           that vessel.        LONLIVE\37980466.10                                                                      Page 129                                                                                                  





 






            Schedule 3              The Collateral Vessels   No.  Vessel name       Collateral Owner         Type       DWT       Year   Flag        Initial  Maximum                                                                       built              Amount           of                                                                                          Collateral  Vessel                                                                                          Tranche ($)   1    Americas  Spirit  Americas Spirit L.L.C.   Aframax    111,920   2003   Bahamas     9,000,000   2    Atlanta  Spirit   Atlanta Spirit L.L.C.    Suezmax    158,000   2011   Bahamas     26,100,000   3    Australian  Spirit Australian Spirit L.L.C. Aframax   111,904   2004   Bahamas     10,050,000   4    Axel  Spirit      Axel Spirit L.L.C.       Aframax    115,392   2004   Bahamas     10,050,000   5    Baker  Spirit     T.I.L. X L.L.C.          Suezmax    156,929   2009   Bahamas     19,800,000   6    Barcelona  Spirit Barcelona Spirit L.L.C.  Suezmax    158,000   2011   Bahamas     26,100,000   7    Copper  Spirit    T.I.L. XII L.L.C.        Suezmax    156,827   2010   Bahamas     21,300,000   8    Donegal  Spirit   Donegal Spirit L.L.C.    LR2        105,200   2006   Bahamas     13,650,000   9    Erik Spirit       Erik Spirit L.L.C.       Aframax    115,525   2005   Bahamas     11,100,000   10   Esther  Spirit    Esther Spirit L.L.C.     Aframax    115,444   2004   Bahamas     10,050,000   11                     Everest  Spirit  Holding                                         10,050,000       Everest Spirit                             Aframax    115,048   2004   Bahamas                         L.L.C.   12   Galway  Spirit    Galway Spirit L.L.C.     LR2        105,200   2007   Bahamas     15,150,000   13   Helga  Spirit     Helga Spirit L.L.C.      Aframax    114,780   2005   Bahamas     11,100,000   14                                                                          Marshall    21,600,000       Hovden Spirit     T.I.L. VII L.L.C.        LR2        105,276   2012                                                                              Islands   15                     Teekay Tankers HZ Hull                                           18,000,000       Leyte Spirit                               LR2        109,676   2011   Bahamas                         No. H-1587 L.L.C.   16   Limerick  Spirit  Limerick Spirit L.L.C.   LR2        105,200   2007   Bahamas     14,550,000   17   London  Spirit    London Spirit L.L.C.     Suezmax    158,000   2011   Bahamas     26,100,000   18   Los      Angeles                                                                   17,850,000                         Los Angeles Spirit L.L.C. Suezmax   159,000   2007   Bahamas       Spirit   19                     Teekay Tankers HZ Hull                                           18,000,000       Luzon Spirit                               LR2        109,581   2011   Bahamas                         No. H-1593 L.L.C.        LONLIVE\37980466.10                                                                      Page 130                                                                                                      





 






        20   Matterhorn  Spirit Matterhorn Spirit L.L.C. Aframax   114,980   2005   Bahamas     12,000,000   21   Montreal  Spirit  Montreal Spirit L.L.C.   Suezmax    150,000   2006   Bahamas     17,100,000   22   Rio Spirit        Rio Spirit L.L.C.        Suezmax    158,000   2013   Bahamas     29,700,000   23                     Teekay Tankers HZ Hull                                           18,000,000       Sebarok Spirit                             LR2        109,581   2011   Bahamas                         No. H-1592 L.L.C.   24                     Teekay Tankers HZ Hull                                           17,100,000       Seletar Spirit                             LR2        109,001   2010   Bahamas                         No. H-1586 L.L.C.   25   Seoul  Spirit     Seoul Spirit L.L.C.      Suezmax    158,000   2005   Bahamas     15,000,000   26   Summit  Spirit    Summit Spirit L.L.C.     Suezmax    159,000   2008   Bahamas     19,650,000   27   Tahoe  Spirit     T.I.L. XIII L.L.C.       Suezmax    156,870   2010   Bahamas     21,300,000   28   Tokyo  Spirit     Tokyo Spirit L.L.C.      Suezmax    150,000   2006   Bahamas     16,350,000   29   Vail  Spirit      T.I.L. XIV L.L.C.        Suezmax    157,048   2009   Bahamas     19,800,000   30                     Teekay Tankers TS Hull                                           15,600,000       Yamato Spirit                              Aframax    107,617   2008   Bahamas                         No. S-1415 L.L.C.   31   Zenith  Spirit    Zenith Spirit L.L.C.     Suezmax    159,000   2009   Bahamas     21,600,000                                                                                         Total:  532,800,000               LONLIVE\37980466.10                                                                      Page 131                                                                                                      





 






    Schedule 4          Form of Drawdown Notice   To:      Nordea Bank Abp, New York Branch   From:    Teekay Tankers Ltd.                                                                                      [Date] 2020   Dear Sirs,   Drawdown Notice   We refer to the Loan Agreement dated                      2020 made between, amongst others,  ourselves and yourselves (the "Agreement").     Words  and  phrases  defined  in  the  Agreement  have  the  same  meaning  when  used  in this  Drawdown Notice.     Pursuant to Clause 4.1 of the Agreement, we irrevocably request that you advance a Drawing  in the sum of [                                                                     ] to us on                        2020,  which is a Business Day, by paying the amount of the advance to [   ].   We warrant that the representations and warranties contained in Clause 11 of the Agreement  save those contained in Clauses 11.2, 11.61 and 11.22 are true and correct at the date of this  Drawdown Notice and will be true and correct (although this warranty is not given with regard  to  Clause 11.7)2 on                          2020 that  no  Default  has  occurred  and  is  continuing  unremedied or unwaived, and that no Default will result from the advance of the sum requested  in this Drawdown Notice.   We select the period of [       ] months as the Interest Period in respect of the said Drawing.   Yours faithfully      .......................  For and on behalf of  Teekay Tankers Ltd.                                                                                                     1 For all drawdowns other than the first, add reference to Clause 11.7 here.  2 For all drawdowns other than the first, delete phrase in brackets.   LONLIVE\37980466.10                                                                      Page 132                                                                                                  





 






    Schedule 5          Form of Transfer Certificate   To:      Nordea Bank Abp, New York Branch   Transfer Certificate   This  transfer  certificate  relates  to  a  secured  loan  facility  agreement  (as  from  time  to  time  amended, varied, supplemented or novated the "Loan Agreement") dated [                ] 2020,  on the terms and subject to the conditions of which a secured revolving credit and term loan  facility was made available to Teekay Tankers Ltd., by a syndicate of banks on whose behalf  you act as agent and security trustee.   1        Terms defined in the Loan Agreement shall, unless otherwise expressly indicated, have           the  same  meaning  when  used  in  this  certificate.   The  terms  "Transferor"  and           "Transferee" are defined in the schedule to this certificate (the "Schedule").   2        The Transferor:            2.1      confirms that the details in the Schedule under the heading "Transferor's                    Commitment" accurately summarise its Commitment; and             2.2      requests  the  Transferee  to  accept  by  way  of  novation  the  transfer  to  the                    Transferee  of  the  amount  of  the  Transferor's  Commitment  specified  in  the                    Schedule by counter-signing and delivering this certificate to the Agent at its                    address for communications specified in the Loan Agreement.   3        The Transferee requests the Agent to accept this certificate as being delivered to the           Agent pursuant to and for the purposes of clause 14 of the Loan Agreement so as to           take effect in accordance with the terms of that clause on the Transfer Date specified           in the Schedule.   4        The Agent confirms its acceptance of this certificate for the purposes of clause 14 of           the Loan Agreement.   5        The Transferee confirms that:            5.1      it  has  received  a  copy  of  the  Loan  Agreement  together  with  all  other                    information which it has required in connection with this transaction;             5.2      it has not relied and will not in the future rely on the Transferor or any other                    party to the Loan Agreement to check or enquire on its behalf into the legality,                    validity,  effectiveness,  adequacy,  accuracy  or  completeness  of  any  such                    information; and            5.3      it has not relied and will not in the future rely on the Transferor or any other                    party to the Loan Agreement to keep under review on its behalf the financial                    condition, creditworthiness, condition, affairs, status or nature of any Security                    Party.   6        Execution  of  this  certificate  by  the Transferee  constitutes  its  representation  and           warranty to the Transferor and to all other parties to the Loan Agreement that it has           the power to become a party to the Loan Agreement as a Lender on the terms of the    LONLIVE\37980466.10                                                                      Page 133                                                                                                  





 






             Loan Agreement and has taken all steps to    authorise execution and delivery of this           certificate.    7        The Transferee undertakes with the Transferor and each of the other parties to the           Loan Agreement that it will perform in accordance with their terms all those obligations           which by the terms of the Loan Agreement will be assumed by it after delivery of this           certificate  to  the  Agent  and  the  satisfaction  of  any  conditions  subject  to  which  this           certificate is expressed to take effect.   8        The Transferor makes no representation    or warranty and  assumes no responsibility           with respect to the legality, validity, effectiveness, adequacy or enforceability of any           Finance Document or any document relating to any Finance Document, and assumes           no responsibility for the financial condition of any Finance Party or for the performance           and  observance  by  any  Security  Party  of  any  of  its  obligations  under  any  Finance           Document or any document relating to any Finance Document and any conditions and           warranties implied by law are expressly excluded.   9        The Transferee acknowledges that nothing in this certificate or in the Loan Agreement           shall oblige the Transferor to:             9.1      accept a re-transfer from the Transferee of the whole or any part of the rights,                    benefits and/or obligations transferred pursuant to this certificate; or             9.2      support  any  losses  directly  or  indirectly  sustained  or  incurred  by  the                    Transferee for any reason including, without limitation, the non-performance                    by any party to any Finance Document of any obligations under any Finance                    Document.   10       The address and fax number of the Transferee for the purposes of clause     18  of the           Loan Agreement are set out in the Schedule.   11       This certificate may be executed in any number of counterparts each of which shall be           original but which shall together constitute the same instrument.   12       This certificate shall be governed by and interpreted in accordance with English law.                                     LONLIVE\37980466.10                                                                      Page 134                                                                                                  





 






    The Schedule   1        Transferor:   2        Transferee:   3        Transfer Date (not earlier that the fifth Business Day after the date of delivery of the           Transfer Certificate to the Agent):   4        Transferor's Commitment:   5        Amount transferred:   6        Transferee's  address  and  fax  number  for  the  purposes  of  clause    18  of  the           Loan Agreement:   [name of Transferor]                                 [name of Transferee]   By:                                                  By:      Date:                                                Date:            Nordea Bank Abp, New York Branch as Agent   By:    Date:        LONLIVE\37980466.10                                                                      Page 135                                                                                                  





 






    Schedule 6          Form of Compliance Certificate   To:      Nordea Bank Abp, New York Branch   From:    Teekay Tankers Ltd.   Date:    [●]   Dear Sirs   We refer to an agreement (the "Loan     Agreement")  dated [●     ]  2020  and made between  (inter alia) (1) us as borrower, (2) the banks listed at  Schedule 1 thereto as lenders and (3)  yourselves as agent and security trustee (as from   time to time amended, varied, novated or  supplemented).   Terms defined or construed in the Loan Agreement have the same meanings and constructions  in this Certificate.   We attach the relevant calculation applicable on the last day of  our financial [year][quarter]  ending [●     ] (the "Relevant Period") which confirm that:   1        Free Liquidity and Available Credit Lines [were in aggregate at all times equal to or           greater  than/fell  below]  $35,000,000.   Therefore  the  condition  contained  in  clause           12.2.1  of  the Loan Agreement  [has/has  not]  been  complied  with  in  respect  of  the           Relevant Period.   2        The aggregate of Free Liquidity and Available Credit Lines [was at all times equal to or           greater  than/fell  below]  5.0%  of  Total  Debt.   Therefore  the  condition  contained  in           clause 12.2.2 of the Loan Agreement [has/has not] been complied with.   3        The aggregate of the Fair Market Value of the Collateral Vessels is [●] and the value           of any additional security previously provided under clause 10.9 of the Loan Agreement           is [●] which in aggregate is not less than 125% of the amount of the Loan Outstanding           in  the  Relevant  Period.   Therefore,  the  requirements  of  clause 10.9 of  the  Loan           Agreement have been complied with in respect of the Relevant Period.            The Fair Market Value of each Collateral Vessel is as follows at [date]:              Name        of   Name  of  first Name         of  Name  of  third    Average    market             Collateral       shipbroker      second           shipbroker         value             Vessel           providing       shipbroker       providing                              valuation       providing        valuation                                              valuation                   [●]             [●]              [●]               [●]                [●]    4        Details of all calculations made for the purposes of this Compliance Certificate are set           out in the schedule attached hereto.   Signed:      ........................................               Duly authorised representative of              Teekay Tankers Ltd.                                     LONLIVE\37980466.10                                                                      Page 136                                                                                                  





 






    Schedule   Details of financial calculations          LONLIVE\37980466.10                                                                      Page 137                                                                                                  





 






    Schedule 7          Reduction Schedule   m.v. “Americas Spirit”    Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                  9,000,000.00    1               30.06.2020           3,000,000.00                             6,000,000.00    2               31.12.2020           3,000,000.00                             3,000,000.00    3               30.06.2021           3,000,000.00                                         0    m.v. “Atlanta Spirit”    Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 26,100,000.00    1               30.06.2020           1,373,685.00                            24,726,315.00    2               31.12.2020           1,373,685.00                            23,352,630.00    3               30.06.2021           1,373,685.00                            21,978,945.00    4               31.12.2021           1,373,685.00                            20,605,260.00    5               30.06.2022           1,373,685.00                            19,231,575.00    6               31.12.2022           1,373,685.00                            17,857,890.00    7               30.06.2023           1,373,685.00                            16,484,205.00    8               31.12.2023           1,373,685.00                            15,110,520.00    9               30.06.2024           1,373,685.00                            13,736,835.00    10              31.12.2024           1,373,685.00                            12,363,150.00    m.v. “Australian Spirit”    Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 10,050,000.00    1               30.06.2020           2,010,000.00                             8,040,000.00    2               31.12.2020           2,010,000.00                             6,030,000.00    3               30.06.2021           2,010,000.00                             4,020,000.00    4               31.12.2021           2,010,000.00                             2,010,000.00    5               30.06.2022           2,010,000.00                                         0    m.v. “Axel Spirit”    Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 10,050,000.00    1               30.06.2020           2,010,000.00                             8,040,000.00    2               31.12.2020           2,010,000.00                             6,030,000.00    3               30.06.2021           2,010,000.00                             4,020,000.00    4               31.12.2021           2,010,000.00                             2,010,000.00    5               30.06.2022           2,010,000.00                                         0                                       LONLIVE\37980466.10                                                                      Page 138                                                                                                  





 






    m.v. “Baker Spirit”    Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 19,800,000.00    1               30.06.2020           1,320,000.00                            18,480,000.00    2               31.12.2020           1,320,000.00                            17,160,000.00    3               30.06.2021           1,320,000.00                            15,840,000.00    4               31.12.2021           1,320,000.00                            14,520,000.00    5               30.06.2022           1,320,000.00                            13,200,000.00    6               31.12.2022           1,320,000.00                            11,880,000.00    7               30.06.2023           1,320,000.00                            10,560,000.00    8               31.12.2023           1,320,000.00                             9,240,000.00    9               30.06.2024           1,320,000.00                             7,920,000.00    10              31.12.2024           1,320,000.00                             6,600,000.00     m.v. “Barcelona Spirit”    Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 26,100,000.00    1               30.06.2020           1,373,685.00                            24,726,315.00    2               31.12.2020           1,373,685.00                            23,352,630.00    3               30.06.2021           1,373,685.00                            21,978,945.00    4               31.12.2021           1,373,685.00                            20,605,260.00    5               30.06.2022           1,373,685.00                            19,231,575.00    6               31.12.2022           1,373,685.00                            17,857,890.00    7               30.06.2023           1,373,685.00                            16,484,205.00    8               31.12.2023           1,373,685.00                            15,110,520.00    9               30.06.2024           1,373,685.00                            13,736,835.00    10              31.12.2024           1,373,685.00                            12,363,150.00     m.v. “Copper Spirit”    Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 21,300,000.00    1               30.06.2020           1,252,942.00                            20,047,058.00    2               31.12.2020           1,252,942.00                            18,794,116.00    3               30.06.2021           1,252,942.00                            17,541,174.00    4               31.12.2021           1,252,942.00                            16,288,232.00    5               30.06.2022           1,252,942.00                            15,035,290.00    6               31.12.2022           1,252,942.00                            13,782,348.00    7               30.06.2023           1,252,942.00                            12,529,406.00    8               31.12.2023           1,252,942.00                            11,276,464.00    9               30.06.2024           1,252,942.00                            10,023,522.00    10              31.12.2024           1,252,942.00                             8,770,580.00                                       LONLIVE\37980466.10                                                                      Page 139                                                                                                  





 






    m.v. “Donegal Spirit”    Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 13,650,000.00    1               30.06.2020           1,516,667.00                            12,133,333.00    2               31.12.2020           1,516,667.00                            10,616,666.00    3               30.06.2021           1,516,667.00                             9,099,999.00    4               31.12.2021           1,516,667.00                             7,583,332.00    5               30.06.2022           1,516,667.00                             6,066,665.00    6               31.12.2022           1,516,667.00                             4,549,998.00    7               30.06.2023           1,516,667.00                             3,033,331.00    8               31.12.2023           1,516,667.00                             1,516,664.00    9               30.06.2024           1,516,664.00                                         0     m.v. “Erik Spirit”    Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 11,100,000.00    1               30.06.2020           1,585,715.00                             9,514,285.00    2               31.12.2020           1,585,715.00                             7,928,570.00    3               30.06.2021           1,585,715.00                             6,342,855.00    4               31.12.2021           1,585,715.00                             4,757,140.00    5               30.06.2022           1,585,715.00                             3,171,425.00    6               31.12.2022           1,585,715.00                             1,585,710.00    7               30.06.2023           1,585,710.00                                         0     m.v. “Esther Spirit”    Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 10,050,000.00    1               30.06.2020           2,010,000.00                             8,040,000.00    2               31.12.2020           2,010,000.00                             6,030,000.00    3               30.06.2021           2,010,000.00                             4,020,000.00    4               31.12.2021           2,010,000.00                             2,010,000.00    5               30.06.2022           2,010,000.00                                         0     m.v. “Everest Spirit”    Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 10,050,000.00    1               30.06.2020           2,010,000.00                             8,040,000.00    2               31.12.2020           2,010,000.00                             6,030,000.00    3               30.06.2021           2,010,000.00                             4,020,000.00    4               31.12.2021           2,010,000.00                             2,010,000.00    5               30.06.2022           2,010,000.00                                         0                                       LONLIVE\37980466.10                                                                      Page 140                                                                                                  





 






    m.v. “Galway Spirit”    Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 15,150,000.00    1               30.06.2020           1,377,273.00                            13,772,727.00    2               31.12.2020           1,377,273.00                            12,395,454.00    3               30.06.2021           1,377,273.00                            11,018,181.00    4               31.12.2021           1,377,273.00                             9,640,908.00    5               30.06.2022           1,377,273.00                             8,263,635.00    6               31.12.2022           1,377,273.00                             6,886,362.00    7               30.06.2023           1,377,273.00                             5,509,089.00    8               31.12.2023           1,377,273.00                             4,131,816.00    9               30.06.2024           1,377,273.00                             2,754,543.00    10              31.12.2024           1,377,273.00                             1,377,270.00     m.v. “Helga Spirit”    Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 11,100,000.00    1               30.06.2020           1,585,715.00                             9,514,285.00    2               31.12.2020           1,585,715.00                             7,928,570.00    3               30.06.2021           1,585,715.00                             6,342,855.00    4               31.12.2021           1,585,715.00                             4,757,140.00    5               30.06.2022           1,585,715.00                             3,171,425.00    6               31.12.2022           1,585,715.00                             1,585,710.00    7               30.06.2023           1,585,710.00                                         0     m.v. “Hovden Spirit”    Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 21,600,000.00    1               30.06.2020           1,028,572.00                            20,571,428.00    2               31.12.2020           1,028,572.00                            19,542,856.00    3               30.06.2021           1,028,572.00                            18,514,284.00    4               31.12.2021           1,028,572.00                            17,485,712.00    5               30.06.2022           1,028,572.00                            16,457,140.00    6               31.12.2022           1,028,572.00                            15,428,568.00    7               30.06.2023           1,028,572.00                            14,399,996.00    8               31.12.2023           1,028,572.00                            13,371,424.00    9               30.06.2024           1,028,572.00                            12,342,852.00    10              31.12.2024           1,028,572.00                            11,314,280.00                                       LONLIVE\37980466.10                                                                      Page 141                                                                                                  





 






      m.v. “Leyte Spirit”    Reduction        Reduction Date      Reduction  Amount        Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 18,000,000.00    1               30.06.2020           947,369.00                              17,052,631.00    2               31.12.2020           947,369.00                              16,105,262.00    3               30.06.2021           947,369.00                              15,157,893.00    4               31.12.2021           947,369.00                              14,210,524.00    5               30.06.2022           947,369.00                              13,263,155.00    6               31.12.2022           947,369.00                              12,315,786.00    7               30.06.2023           947,369.00                              11,368,417.00    8               31.12.2023           947,369.00                              10,421,048.00    9               30.06.2024           947,369.00                               9,473,679.00    10              31.12.2024           947,369.00                               8,526,310.00    m.v. “Limerick Spirit”    Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 14,550,000.00    1               30.06.2020           1,322,728.00                            13,227,272.00    2               31.12.2020           1,322,728.00                            11,904,544.00    3               30.06.2021           1,322,728.00                            10,581,816.00    4               31.12.2021           1,322,728.00                             9,259,088.00    5               30.06.2022           1,322,728.00                             7,936,360.00    6               31.12.2022           1,322,728.00                             6,613,632.00    7               30.06.2023           1,322,728.00                             5,290,904.00    8               31.12.2023           1,322,728.00                             3,968,176.00    9               30.06.2024           1,322,728.00                             2,645,448.00    10              31.12.2024           1,322,728.00                             1,322,720.00                                       LONLIVE\37980466.10                                                                      Page 142                                                                                                  





 






    m.v. “London Spirit”     Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 26,100,000.00    1               30.06.2020           1,373,685.00                            24,726,315.00    2               31.12.2020           1,373,685.00                            23,352,630.00    3               30.06.2021           1,373,685.00                            21,978,945.00    4               31.12.2021           1,373,685.00                            20,605,260.00    5               30.06.2022           1,373,685.00                            19,231,575.00    6               31.12.2022           1,373,685.00                            17,857,890.00    7               30.06.2023           1,373,685.00                            16,484,205.00    8               31.12.2023           1,373,685.00                            15,110,520.00    9               30.06.2024           1,373,685.00                            13,736,835.00    10              31.12.2024           1,373,685.00                            12,363,150.00    m.v. “Los Angeles Spirit”    Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 17,850,000.00    1               30.06.2020           1,622,728.00                            16,227,272.00    2               31.12.2020           1,622,728.00                            14,604,544.00    3               30.06.2021           1,622,728.00                            12,981,816.00    4               31.12.2021           1,622,728.00                            11,359,088.00    5               30.06.2022           1,622,728.00                             9,736,360.00    6               31.12.2022           1,622,728.00                             8,113,632.00    7               30.06.2023           1,622,728.00                             6,490,904.00    8               31.12.2023           1,622,728.00                             4,868,176.00    9               30.06.2024           1,622,728.00                             3,245,448.00    10              31.12.2024           1,622,728.00                             1,622,720.00    m.v. “Luzon Spirit”    Reduction        Reduction Date      Reduction  Amount        Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 18,000,000.00    1               30.06.2020           947,369.00                              17,052,631.00    2               31.12.2020           947,369.00                              16,105,262.00    3               30.06.2021           947,369.00                              15,157,893.00    4               31.12.2021           947,369.00                              14,210,524.00    5               30.06.2022           947,369.00                              13,263,155.00    6               31.12.2022           947,369.00                              12,315,786.00    7               30.06.2023           947,369.00                              11,368,417.00    8               31.12.2023           947,369.00                              10,421,048.00    9               30.06.2024           947,369.00                               9,473,679.00    10              31.12.2024           947,369.00                               8,526,310.00                                       LONLIVE\37980466.10                                                                      Page 143                                                                                                  





 






    m.v. “Matterhorn Spirit”    Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 12,000,000.00    1               30.06.2020           1,714,286.00                            10,285,714.00    2               31.12.2020           1,714,286.00                             8,571,428.00    3               30.06.2021           1,714,286.00                             6,857,142.00    4               31.12.2021           1,714,286.00                             5,142,856.00    5               30.06.2022           1,714,286.00                             3,428,570.00    6               31.12.2022           1,714,286.00                             1,714,284.00    7               30.06.2023           1,714,284.00                                         0    m.v. “Montreal Spirit”    Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 17,100,000.00    1               30.06.2020           1,900,000.00                            15,200,000.00    2               31.12.2020           1,900,000.00                            13,300,000.00    3               30.06.2021           1,900,000.00                            11,400,000.00    4               31.12.2021           1,900,000.00                             9,500,000.00    5               30.06.2022           1,900,000.00                             7,600,000.00    6               31.12.2022           1,900,000.00                             5,700,000.00    7               30.06.2023           1,900,000.00                             3,800,000.00    8               31.12.2023           1,900,000.00                             1,900,000.00    9               30.06.2024           1,900,000.00                                         0    m.v. “Rio Spirit”    Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 29,700,000.00    1               30.06.2020           1,291,305.00                            28,408,695.00    2               31.12.2020           1,291,305.00                            27,117,390.00    3               30.06.2021           1,291,305.00                            25,826,085.00    4               31.12.2021           1,291,305.00                            24,534,780.00    5               30.06.2022           1,291,305.00                            23,243,475.00    6               31.12.2022           1,291,305.00                            21,952,170.00    7               30.06.2023           1,291,305.00                            20,660,865.00    8               31.12.2023           1,291,305.00                            19,369,560.00    9               30.06.2024           1,291,305.00                            18,078,255.00    10              31.12.2024           1,291,305.00                            16,786,950.00                                       LONLIVE\37980466.10                                                                      Page 144                                                                                                  





 






    m.v. “Sebarok Spirit”     Reduction        Reduction Date      Reduction  Amount        Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 18,000,000.00    1               30.06.2020           947,369.00                              17,052,631.00    2               31.12.2020           947,369.00                              16,105,262.00    3               30.06.2021           947,369.00                              15,157,893.00    4               31.12.2021           947,369.00                              14,210,524.00    5               30.06.2022           947,369.00                              13,263,155.00    6               31.12.2022           947,369.00                              12,315,786.00    7               30.06.2023           947,369.00                              11,368,417.00    8               31.12.2023           947,369.00                              10,421,048.00    9               30.06.2024           947,369.00                               9,473,679.00    10              31.12.2024           947,369.00                               8,526,310.00    m.v. “Seletar Spirit”    Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 17,100,000.00    1               30.06.2020           1,005,883.00                            16,094,117.00    2               31.12.2020           1,005,883.00                            15,088,234.00    3               30.06.2021           1,005,883.00                            14,082,351.00    4               31.12.2021           1,005,883.00                            13,076,468.00    5               30.06.2022           1,005,883.00                            12,070,585.00    6               31.12.2022           1,005,883.00                            11,064,702.00    7               30.06.2023           1,005,883.00                            10,058,819.00    8               31.12.2023           1,005,883.00                             9,052,936.00    9               30.06.2024           1,005,883.00                             8,047,053.00    10              31.12.2024           1,005,883.00                             7,041,170.00    m.v. “Seoul Spirit”    Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 15,000,000.00    1               30.06.2020           2,142,858.00                            12,857,142.00    2               31.12.2020           2,142,858.00                            10,714,284.00    3               30.06.2021           2,142,858.00                             8,571,426.00    4               31.12.2021           2,142,858.00                             6,428,568.00    5               30.06.2022           2,142,858.00                             4,285,710.00    6               31.12.2022           2,142,858.00                             2,142,852.00    7               30.06.2023           2,142,852.00                                         0                                      LONLIVE\37980466.10                                                                      Page 145                                                                                                  





 






    m.v. “Summit Spirit”     Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 19,650,000.00    1               30.06.2020           1,511,539.00                            18,138,461.00    2               31.12.2020           1,511,539.00                            16,626,922.00    3               30.06.2021           1,511,539.00                            15,115,383.00    4               31.12.2021           1,511,539.00                            13,603,844.00    5               30.06.2022           1,511,539.00                            12,092,305.00    6               31.12.2022           1,511,539.00                            10,580,766.00    7               30.06.2023           1,511,539.00                             9,069,227.00    8               31.12.2023           1,511,539.00                             7,557,688.00    9               30.06.2024           1,511,539.00                             6,046,149.00    10              31.12.2024           1,511,539.00                             4,534,610.00    m.v. “Tahoe Spirit”    Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 21,300,000.00    1               30.06.2020           1,252,942.00                            20,047,058.00    2               31.12.2020           1,252,942.00                            18,794,116.00    3               30.06.2021           1,252,942.00                            17,541,174.00    4               31.12.2021           1,252,942.00                            16,288,232.00    5               30.06.2022           1,252,942.00                            15,035,290.00    6               31.12.2022           1,252,942.00                            13,782,348.00    7               30.06.2023           1,252,942.00                            12,529,406.00    8               31.12.2023           1,252,942.00                            11,276,464.00    9               30.06.2024           1,252,942.00                            10,023,522.00    10              31.12.2024           1,252,942.00                             8,770,580.00     m.v. “Tokyo Spirit”    Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 16,350,000.00    1               30.06.2020           1,816,667.00                            14,533,333.00    2               31.12.2020           1,816,667.00                            12,716,666.00    3               30.06.2021           1,816,667.00                            10,899,999.00    4               31.12.2021           1,816,667.00                             9,083,332.00    5               30.06.2022           1,816,667.00                             7,266,665.00    6               31.12.2022           1,816,667.00                             5,449,998.00    7               30.06.2023           1,816,667.00                             3,633,331.00    8               31.12.2023           1,816,667.00                             1,816,664.00    9               30.06.2024           1,816,664.00                                         0                                       LONLIVE\37980466.10                                                                      Page 146                                                                                                  





 






    m.v. “Vail Spirit”     Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 19,800,000.00    1               30.06.2020           1,320,000.00                            18,480,000.00    2               31.12.2020           1,320,000.00                            17,160,000.00    3               30.06.2021           1,320,000.00                            15,840,000.00    4               31.12.2021           1,320,000.00                            14,520,000.00    5               30.06.2022           1,320,000.00                            13,200,000.00    6               31.12.2022           1,320,000.00                            11,880,000.00    7               30.06.2023           1,320,000.00                            10,560,000.00    8               31.12.2023           1,320,000.00                             9,240,000.00    9               30.06.2024           1,320,000.00                             7,920,000.00    10              31.12.2024           1,320,000.00                             6,600,000.00    m.v. “Yamato Spirit”    Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 15,600,000.00    1               30.06.2020           1,200,000.00                            14,400,000.00    2               31.12.2020           1,200,000.00                            13,200,000.00    3               30.06.2021           1,200,000.00                            12,000,000.00    4               31.12.2021           1,200,000.00                            10,800,000.00    5               30.06.2022           1,200,000.00                             9,600,000.00    6               31.12.2022           1,200,000.00                             8,400,000.00    7               30.06.2023           1,200,000.00                             7,200,000.00    8               31.12.2023           1,200,000.00                             6,000,000.00    9               30.06.2024           1,200,000.00                             4,800,000.00    10              30.12.2024           1,200,000.00                             3,600,000.00    m.v. “Zenith Spirit”     Reduction        Reduction Date      Reduction     Amount     Available    Loan    Amount    No.                                  (US$)                    (US$)                                                                                 21,600,000.00    1               30.06.2020           1,440,000.00                            20,160,000.00    2               31.12.2020           1,440,000.00                            18,720,000.00    3               30.06.2021           1,440,000.00                            17,280,000.00    4               31.12.2021           1,440,000.00                            15,840,000.00    5               30.06.2022           1,440,000.00                            14,400,000.00    6               31.12.2022           1,440,000.00                            12,960,000.00    7               30.06.2023           1,440,000.00                            11,520,000.00    8               31.12.2023           1,440,000.00                            10,080,000.00    9               30.06.2024           1,440,000.00                             8,640,000.00    10              30.12.2024           1,440,000.00                             7,200,000.00                                      LONLIVE\37980466.10                                                                      Page 147                                                                                                  





 






    Maximum Amount     Reduction        Reduction Date      Total      Reduction     Total     Available     Loan    No.                                  Amount (US$)             Amount (US$)                                                                                532,800,000.00    1               30.06.2020           47,210,982.00                          485,589,018.00    2               31.12.2020           47,210,982.00                          438,378,036.00    3               30.06.2021           47,210,982.00                          391,167,054.00    4               31.12.2021           44,210,982.00                          346,956,072.00    5               30.06.2022           44,210,982.00                          302,745,090.00    6               31.12.2022           36,170,982.00                          266,574,108.00    7               30.06.2023           36,170,964.00                          230,403,144.00    8               31.12.2023           29,142,408.00                          201,260,736.00    9               30.06.2024           29,142,402.00                          172,118,334.00    10              30.12.2024           23,909,074.00                          148,209,260.00            LONLIVE\37980466.10                                                                      Page 148                                                                                                  





 






    Schedule 8          Form of Upsize Notice   To:      Nordea Bank Abp, New York Branch   From:    [                                             ]      Facility Agreement dated                  2020 (the "Agreement")   We refer to the Agreement.  This is an Upsize Notice.  Terms defined in the Agreement have  the same meaning when used in this Upsize Notice unless given  a different meaning in this  Upsize Notice.   We hereby request an increase in the Maximum Amount by [                                              ]  Dollars ($[                          ]) (the “Upsize Amount”) to up to [                                        ]  Dollars ($[                        ]) which increase to be effective from [insert date at least 30 days  after date of this Notice] (the "Upsize Trigger Date").   We attach information relating to the proposed Additional Collateral Owner and the Additional  Collateral Vessel[s] including Valuations thereof, giving an average Valuation of [         ].     We agree to pay you as Agent a fee of [                                 ] Dollars ($[                            ])  for distribution to the Participating Lenders on the Upsize Trigger Date. Further, we agree to  pay a Margin in respect of the Upsize Amount of [     ] per cent ([    ]%) per annum.   We warrant that the representations and warranties contained in Clause 11 of the Agreement  (save those contained in Clauses 11.2, 11.6, 11.7 and 11.22) are true and correct at the date  of this Upsize Notice and will be true and correct on the Upsize Trigger Date.       Signed ............................................            Duly authorised representative of            Teekay Tankers Ltd.                                           LONLIVE\37980466.10                                                                      Page 149                                                                                                  





 






    In witness of which the parties to this Agreement have executed this Agreement the day and  year first before written.    Signed by Patrick Smith                            ) /s/ Patrick Smith   for and on behalf of                               )   Teekay Tankers Ltd.                                )   its                                                )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford        Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Nordea Bank Abp, New York Branch                   )   (as Agent)                                         )    in the presence of: Holly Clifford                ) /s/ Holly Clifford          Signed by David Metzger                           ) /s/ David Metzger  as duly authorized                                )  for and on behalf of                              )  Nordea Bank Abp, New York Branch                  )  (as Lender)                                       )  in the presence of: Holly Clifford                ) /s/ Holly Clifford             Signed by David Metzger                            ) /s/ David Metzger        as duly authorized                                 )   for and on behalf of                               )   Danske Bank, Norwegian Branch                      )   (as a Lender)                                      )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Swedbank AB (publ)                                 )   (as a Lender)                                      )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford                                          LONLIVE\37980466.10                                                                      Page 150                                                                                                  





 






     Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Citibank, N.A.                                     )   (as a Lender)                                      )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   ABN AMRO Capital USA LLC                           )   (as a Lender)                                      )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Crédit Agricole Corporate and                      )   Investment Bank                                    )   (as a Lender)                                      )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   BNP Paribas S.A.                                   )   (as a Lender)                                      )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Clifford Capital Pte. Ltd.                         )   (as a Lender)                                      )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            LONLIVE\37980466.10                                                                      Page 151                                                                                                  





 






     Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Commonwealth Bank of Australia,                    )   London Branch                                      )   (as a Lender)                                      )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   DNB Capital LLC                                    )   (as a Lender)                                      )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   ING Bank N.V., London Branch                       )   (as a Lender)                                      )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            Signed by Michael Burgess                          ) /s/ Michael Burgess   as duly authorized                                 )   for and on behalf of                               )   KfW IPEX-Bank GmbH                                 )   (as a Lender)                                      )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            Signed by Daniel Carr                              ) /s/ Daniel Carr   as duly authorized                                 )   for and on behalf of                               )   National Australia Bank Limited                    )   (as a Lender)                                      )   in the presence of: Matthew Richardson             ) /s/ Matthew Richardson         LONLIVE\37980466.10                                                                      Page 152                                                                                                  





 






     Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Sumitomo Mitsui Banking Corporation                )   (as a Lender)                                      )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Skandinaviska Enskilda Banken AB (publ)            )   (as a Lender)                                      )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Nordea Bank Abp, New York Branch                   )   (as a MLA)                                         )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Danske Bank A/S                                    )   (as a MLA)                                         )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford               Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Swedbank AB (publ)                                 )   (as a MLA)                                         )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            LONLIVE\37980466.10                                                                      Page 153                                                                                                  





 






     Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Citibank, N.A.                                     )   (as a MLA)                                         )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   ABN AMRO Capital USA LLC                           )   (as a MLA)                                         )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford               Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Crédit Agricole Corporate and                      )   Investment Bank                                    )   (as a MLA)                                         )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   BNP Paribas S.A.                                   )   (as a MLA)                                         )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Clifford Capital Pte. Ltd.                         )   (as a MLA)                                         )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            LONLIVE\37980466.10                                                                      Page 154                                                                                                  





 






     Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Commonwealth Bank of Australia,                    )   London Branch                                      )   (as a MLA)                                         )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   DNB Markets, Inc.                                  )   (as a MLA)                                         )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   ING Bank N.V., London Branch                       )   (as a MLA)                                         )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            Signed by Michael Burgess                          ) /s/ Michael Burgess   as duly authorized                                 )   for and on behalf of                               )   KfW IPEX-Bank GmbH                                 )   (as a MLA)                                         )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            Signed by Daniel Carr                              ) /s/ Daniel Carr   as duly authorized                                 )   for and on behalf of                               )   National Australia Bank Limited                    )   (as a MLA)                                         )   in the presence of: Matthew Richardson             ) /s/ Matthew Richardson         LONLIVE\37980466.10                                                                      Page 155                                                                                                  





 






     Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Sumitomo Mitsui Banking Corporation                )   (as a MLA)                                         )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford                Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Nordea Bank Abp, New York Branch                   )   (as a Bookrunner)                                  )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford               Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Danske Bank A/S                                    )   (as a Bookrunner)                                  )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford               Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Swedbank AB (publ)                                 )   (as a Bookrunner)                                  )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            LONLIVE\37980466.10                                                                      Page 156                                                                                                  





 






     Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Citibank, N.A.                                     )   (as a Bookrunner)                                  )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Crédit Agricole Corporate and                      )   Investment Bank                                    )   (as a Bookrunner)                                  )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford               Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Nordea Bank Abp, New York Branch                   )   (as Coordinator)                                   )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Nordea Bank Abp                                    )   (as a Swap Provider)                               )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   DNB Bank ASA, New York Branch                      )   (as a Swap Provider)                               )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            LONLIVE\37980466.10                                                                      Page 157                                                                                                  





 






    Signed by Michael Burgess                         ) /s/ Michael Burgess  as duly authorized                                )  for and on behalf of                              )  KfW IPEX-Bank GmbH                                )  (as a Swap Provider)                              )  in the presence of: Holly Clifford                   ) /s/ Holly Clifford               Signed by Daniel Carr                             ) /s/ Daniel Carr  as duly authorized                                )  for and on behalf of                              )  National Australia Bank Limited                   )  (as a Swap Provider)                              )  in the presence of: Matthew Richardson               ) /s/ Matthew Richardson             Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Skandinaviska Enskilda Banken AB (publ)            )   (as a Swap Provider)                               )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford                  Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   ABN AMRO Bank N.V.                                 )   (as a Swap Provider)                               )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford               LONLIVE\37980466.10                                                                      Page 158                                                                                                  





 






     Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Citibank, N.A.                                     )   (as a Swap Provider)                               )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford            Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   ING Bank N.V.                                      )   (as a Swap Provider)                               )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford               Signed by David Metzger                            ) /s/ David Metzger   as duly authorized                                 )   for and on behalf of                               )   Swedbank AB (publ), Norwegian branch               )   (as a Swap Provider)                               )   in the presence of: Holly Clifford                 ) /s/ Holly Clifford              Signed by David Metzger                           ) /s/ David Metzger  as duly authorized                                )  for and on behalf of                              )  Danske Bank A/S                                   )  (as a Swap Provider)                              )  in the presence of: Holly Clifford                   ) /s/ Holly Clifford               Signed by David Metzger                           ) /s/ David Metzger  as duly authorized                                )  for and on behalf of                              )  Skandinaviska Enskilda Banken AB (publ)           )  (as a Co-Arranger)                                )  in the presence of: Holly Clifford                   ) /s/ Holly Clifford       LONLIVE\37980466.10                                                                      Page 159