musd100flexrangerfacilit






                                                                                EXECUTION VERSION                                                                                      FACILITIES AGREEMENT                                   UP TO USD 100,000,000                       TERM LOAN AND REVOLVING FACILITIES                                                    for                                    FLEX LNG RANGER LIMITED                                             as Borrower                                                  with                                          FLEX LNG LTD.                                                  and                                    FLEX LNG FLEET LIMITED                                             as Guarantors                                              arranged by                                                                                ABN AMRO BANK  N.V., OSLO BRANCH                       SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)                             as Bookrunners and Mandated Lead Arrangers                                                                                                    with                                      ABN AMRO BANK  N.V.                       SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)                                          as Hedge Providers                                                  and                                       ABN AMRO BANK  N.V.                                     as Agent and Security Agent                                         in respect of the Vessel                                           "FLEX RANGER"                                              Dated 15 July 2019    10127241/1 





 






                                                                                           EXECUTION VERSION                                             TABLE OF CONTENTS    1    DEFINITIONS AND INTERPRETATION .................................................................................................. 4  2    THE FACILITIES ............................................................................................................................. 21  3    PURPOSE ...................................................................................................................................... 22  4    CONDITIONS PRECEDENT ............................................................................................................... 22  5    DRAWDOWN .................................................................................................................................. 24  6    REPAYMENT ................................................................................................................................... 25  7    PREPAYMENT AND CANCELLATION ................................................................................................... 27  8    INTEREST ...................................................................................................................................... 31  9    INTEREST PERIODS ........................................................................................................................ 31  10   CHANGES TO THE CALCULATION OF INTEREST .................................................................................. 32  11   FEES ............................................................................................................................................. 33  12   TAX GROSS-UP AND INDEMNITIES ................................................................................................... 33  13   INCREASED COSTS ........................................................................................................................ 38  14   OTHER INDEMNITIES ...................................................................................................................... 40  15   MITIGATION BY THE LENDERS ......................................................................................................... 41  16   COSTS AND EXPENSES ................................................................................................................... 42  17   GUARANTEE AND INDEMNITY .......................................................................................................... 43  18   SECURITY ..................................................................................................................................... 47  19   REPRESENTATIONS AND WARRANTIES ............................................................................................. 49  20   INFORMATION UNDERTAKINGS ....................................................................................................... 53  21   FINANCIAL COVENANTS .................................................................................................................. 57  22   GENERAL UNDERTAKINGS ............................................................................................................... 58  23   VESSEL COVENANTS ...................................................................................................................... 63  24   EVENTS OF DEFAULT ...................................................................................................................... 67  25   CHANGES TO THE PARTIES ............................................................................................................. 71  26   ROLE OF THE AGENT, THE SECURITY AGENT AND THE ARRANGER ....................................................... 74  27   CONDUCT OF BUSINESS OF THE FINANCE PARTIES ........................................................................... 83  28   SHARING AMONG THE FINANCE PARTIES .......................................................................................... 83  29   PAYMENT MECHANICS .................................................................................................................... 85  30   SET-OFF ........................................................................................................................................ 87  31   NOTICES ....................................................................................................................................... 87  32   CALCULATIONS AND CERTIFICATES ................................................................................................. 88  33   PARTIAL INVALIDITY ...................................................................................................................... 89  34   REMEDIES AND WAIVERS ............................................................................................................... 89  35   AMENDMENTS AND WAIVERS .......................................................................................................... 89    10127241/1                                                                                                   2  





 






                                                                                           EXECUTION VERSION    36   CONFIDENTIAL INFORMATION ......................................................................................................... 91  37   COUNTERPARTS ............................................................................................................................. 95  38   CONTRACTUAL RECOGNITION OF BAIL-IN ......................................................................................... 95  39   GOVERNING LAW AND ENFORCEMENT .............................................................................................. 96     SCHEDULES:   SCHEDULE 1:          THE ORIGINAL LENDERS AND COMMITMENTS   SCHEDULE 2:          CONDITIONS PRECEDENT   SCHEDULE 3:          FORM OF DRAWDOWN NOTICE   SCHEDULE 4:          FORM OF SELECTION NOTICE   SCHEDULE 5:          FORM OF COMPLIANCE CERTIFICATE   SCHEDULE 6:          FORM OF TRANSFER CERTIFICATE   SCHEDULE 7:          VESSEL   SCHEDULE 8:          REPAYMENT AND REDUCTION SCHEDULE       10127241/1                                                                                                   3  





 






                                                                                           EXECUTION VERSION    THIS FACILITIES AGREEMENT is dated 15 July 2019 and made between:   (1)       FLEX  LNG  RANGER        LIMITED,     a  corporation  incorporated  in  the  Republic  of  Marshall            Islands,  having   registration no.  90437,   whose  registered  address  is  at  Trust  Company            Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as             borrower            (the "Borrower");    (2)       FLEX  LNG  FLEET  LIMITED,         a  company  incorporated  and  existing  under  the  laws  of            Bermuda, having company registration no. 52351, whose registered office is at Par-la-Ville            Place, 14 Par-la-Ville Road, Hamilton, Bermuda (the "Intermediate Parent");    (3)       FLEX LNG LTD., a company incorporated and existing under the laws of Bermuda, having            company registration no. 52644, whose registered office is at Par-la-Ville Place, 14 Par-la-           Ville  Road,  Hamilton,  Bermuda        (the  "Ultimate  Parent",  and  together  with  the            Intermediate Parent, the "Guarantors" and each a "Guarantor")   (4)       THE  FINANCIAL  INSTITUTIONS              listed  in  Schedule  1    (The  Original  Lenders  and            Commitments) as lenders (the "Original Lenders");    (5)       ABN AMRO BANK N.V., OSLO BRANCH and SKANDINAVISKA ENSKILDA BANKEN AB            (PUBL)    as  bookrunners  and    mandated    lead  arrangers  (the  "Arrangers",  and  each  an            "Arranger");   (6)       ABN  AMRO  BANK  N.V.,        and   SKANDINAVISKA  ENSKILDA  BANKEN  AB  (PUBL)                  as            hedge providers (each a "Hedge Provider", jointly the "Hedge Providers");   (7)       ABN AMRO BANK N.V., as facility agent of the other Finance Parties (in such capacity, the            "Agent"); and   (8)       ABN AMRO BANK N.V., as security agent of the other Finance Parties              (in such capacity,            the "Security Agent").   IT IS AGREED as follows:                                                                                                             SECTION 1                                              INTERPRETATION   1         DEFINITIONS AND INTERPRETATION  1.1       Definitions  In this Agreement, unless the context otherwise requires:   "Account Bank" means DNB Bank ASA or the Agent, as relevant.    "Account Pledge" means a first priority pledge granted or to be granted by the Borrower in favour  of the Security Agent (on behalf of the Finance Parties) over the Earnings Accounts of the Borrower,  to be in form and substance satisfactory to the Security Agent.   "Affiliate"  means, in relation to any person, a Subsidiary of that person or a Holding Company of  that person or any other Subsidiary of that Holding Company.     10127241/1                                                                                                   4  





 






                                                                                           EXECUTION VERSION    "Agreement"      means  this  facilities agreement,  as  it  may  be  amended,  supplemented  and  varied  from time to time, including its Schedules and any Transfer Certificate.   "Approved Broker" means each of Fearnleys, Clarksons Platou, Nordic Shipping, Affinity, Simpson  Spence  Young  or    such  other  independent  and  internationally  reputable    shipbroker(s)   as  may  be  approved in writing by the Agent.   "Approved Manager" means:    a)        Bernhard Schulte Shipmanagement;    b)        any company within the Group or the Seatankers Group; or    c)        any other management company acceptable to the Majority Lenders from time to time as            the  technical  and/or    commercial  manager  of       the  Vessel,  such  consent  not  to  be            unreasonably withheld or delayed.   "Approved Ship Registry"        means   each of  the  Marshall Islands,  the Norwegian International Ship  Registry (NIS), Liberia or such other international ship registry as may be approved in writing by all  the Lenders.   "Approved     Classification Society" means each of        DNV GL, Lloyds Register, American Bureau of  Shipping (ABS), Bureau Veritas or such other IACS classification society as may be pre-approved in  writing by all the Lenders, such approval not to be unreasonably withheld or delayed.   "Assignment of Earnings and Charterparties" means a first priority assignment granted or to be  granted by the Borrower in favour of the Security Agent (on behalf of the Finance Parties) of any of  the Borrower's (i) rights, titles and interests to any Earnings, and (ii) in respect of any charterparty  for the  Vessel with a  firm  term  (excluding options)   exceeding twelve (12) months, its rights, titles  and interests to same, to be in form and substance acceptable to the Security Agent.    "Assignment of Hedging Claims" means a first priority assignment              granted or to be granted by  the  Borrower   in  favour  of  the  Security  Agent  (on  behalf  of  the  Finance  Parties)  of the Borrower's  rights, titles and interests under any Hedging Agreements related to the Facilities, to be in form and  substance acceptable to the Security Agent.   "Assignment  of  Insurances"  means  a  first  priority  assignment       granted  or  to  be  granted  by the  Borrower in favour of the Security Agent (on behalf of the Finance Parties) of the Insurances relating  to the Vessel, to be in form and substance acceptable to the Security Agent.   "Assignment of Intercompany Loans" means a first priority assignment of any claims against the  Borrower from any Guarantor, and any claims against any Guarantor from the Borrower, in favour of  the Security Agent (on behalf of the Finance Parties) to be in form and substance acceptable to the  Security  Agent,    and  to  include  a  statement  of  subordination,  whereby       the  relevant  creditor  subordinates  its  claims  against  the  relevant debtor  to  the  claims  of  the  Finance  Parties  under  the  Finance Documents.   "Authorisations" means an authorisation, consent, approval, resolution, licence, exemption, filing,  notarisation or registration.   "Availability Period" means     10127241/1                                                                                                   5  





 






                                                                                           EXECUTION VERSION    a)        in  respect  of  the  Term  Loan  Facility:  the  period  from  and  including  the   date  of  this            Agreement     to  and  including 30  August   2019,  or  such  later  date  as  may  be  agreed  in            writing by the Lenders; and   b)        in  respect  of  the  Revolving  Facility: the period  from  and  including  the  Drawdown  Date            under the Term Loan Facility up to, but not including, the Final Maturity Date.   "Available  Commitment"         means,   in  relation  to  a  Facility,  a  Lender's  Commitment  under  the  Facility minus:   a)        the amount of its participation in any outstanding Loans under that Facility; and   b)        in  relation  to  any  proposed drawdown    only, the  amount   of  its  participation  in  any  Loans            that are due to be made under that Facility on or before the proposed Drawdown Date.   "Bail-In Action" means the exercise of any Write-down and Conversion Powers.   "Bail-In Legislation" means:   a)        in  relation  to  an  EEA  Member  Country  which  has  implemented,  or  which  at  any  time            implements, Article 55 of Directive 2014/59/EU establishing a framework for           the recovery            and resolution of credit institutions and investment firms, the relevant implementing law or            regulation as described in the EU Bail-In Legislation Schedule from time to time; and   b)        in  relation  to  any  other  state,  any  analogous  law  or  regulation  from  time  to  time  which            requires  contractual  recognition  of  any  Write-down  and  Conversion  Powers  contained  in            that law or regulation.   "Break Costs" means the amount (if any) by which:   a)        the  interest  (excluding  the  Margin)  which  a  Lender  should  have  received  for  the  period            from the date of receipt of    all or part of its participation in a Loan   or Unpaid Sum    to the            last  day  of  the  current  Interest  Period  in  respect  of a Loan  or  Unpaid   Sum,   had  the            principal amount or Unpaid Sum been paid on the last day of that Interest Period;   exceeds:   b)        the amount which that Lender would be able to obtain by placing an amount equal to the            principal  amount  or  Unpaid    Sum   received  by  it on  deposit  with  a  leading  bank  in  the            London    interbank  market  for  a  period  starting  on  the  Business  Day  following  receipt or            recovery and ending on the last day of the current Interest Period.   "Business  Day"     means  a  day  (other  than  a  Saturday  or  Sunday)  on  which  banks  are  open  for  general business in Oslo, Stockholm, London, Amsterdam and New York (or any other relevant place  of payment under Clause 29 (Payment mechanics)).    “Change  in  Ultimate  Beneficial  Owner”        means  in  respect  of  an  Obligor  any event  by  which  a  private individual (i) acquires the legal and/or beneficial ownership (directly or indirectly) of 25 per  cent. or more of the issued share capital of that Obligor or (ii) acquires the power (whether by way  of  ownership  of  shares,  proxy,  contract,  agency  or  otherwise)  to  (directly  or  indirectly)  cast,  or  control the casting of, 25 per cent. or more of the votes that might be cast at a general meeting of  that Obligor or (iii) gains effective control over that Obligor (such private individual being referred to  as the “Ultimate Beneficial Owner”).    10127241/1                                                                                                   6  





 






                                                                                           EXECUTION VERSION    "Change of Control" means the occurrence of any of the following events:   a)        any company controlled directly or indirectly by the John Fredriksen Family ceases to own            directly minimum 25% of the shares and the voting rights of the Ultimate Parent; or   b)        without the prior written approval of the Majority Lenders, any individual person or more            persons acting in concert (other than      any company controlled directly or indirectly by the            John Fredriksen Family) have the right or the ability to control, either directly or indirectly,            the affairs or composition of the majority of the board of directors (or equivalent) of the            Ultimate  Parent  or  becomes  owners  of  1/3  or  more  of  the  voting  shares  of  the  Ultimate            Parent; or   c)        the Ultimate Parent ceases to own directly 100% of the shares in the Intermediate Parent;            or   d)        the  Intermediate  Parent  ceases  to    own   directly 100%  of  the  shares  in  the  Borrower,            excluding in the event of a disposal of such shares in accordance with Clause 7.2 (Disposal            or Total Loss), in which case that clause shall apply.   "Code" means the US Internal Revenue Code of 1986 (as amended).   "COFR"  means  the  U.S.     Certificate  of  Financial  Responsibility program  (as  in  effect  from  time  to  time), based on the U.S. Oil Pollution Act of 1980.   "Commitment" means    a)        in relation to a Facility, the amount set out under the heading of such Facility in Schedule 1            (The Original Lenders and Commitments);    b)        in  relation  to  an  Original  Lender,  the  amount  set  opposite  its  name  under  the  heading            "Commitment" in Schedule 1 (The Original Lenders and Commitments) and the amount of            any other Commitment transferred to it under this Agreement; and    c)        in relation to any other Lender, the amount of any Commitment transferred to it under this            Agreement,   to the extent not cancelled, reduced or transferred by it under this Agreement.   "Compliance  Certificate"      means  a  certificate  substantially in  the  form  as  set  out  in Schedule 5  (Form of Compliance Certificates).   "Confidential Information" means all information relating to the Obligors, the Group, the Finance  Documents  or    the Facilities of  which  a  Finance  Party  becomes  aware  in its  capacity  as,  or  for the  purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for  the purpose of becoming a Finance Party under, the Finance Documents or the Facilities from either:   a)        the Obligors or any of their respective advisers; or   b)        another  Finance  Party,  if  the  information  was  obtained  by  that  Finance  Party  directly  or            indirectly from the Obligors or any of their advisers,    10127241/1                                                                                                   7  





 






                                                                                           EXECUTION VERSION    in  whatever  form,  and  includes  information  given  orally  and  any  document,  electronic  file  or  any  other way of representing or recording information which contains or is derived or copied from such  information but excludes information that:             (i)        is or becomes public information other than as a direct or indirect result of any                       breach by that Finance Party of Clause 36.1 (Confidential Information); or             (ii)       is identified in writing at the time of delivery as non-confidential by the Obligor or                       any of its advisers; or             (iii)      is known by that Finance Party before the date the information is disclosed to it in                       accordance with paragraphs a) or b) above or is lawfully obtained by that Finance                       Party  after  that  date,  from  a  source  which  is,  as  far  as  that  Finance  Party  is                       aware,  unconnected  with    the Obligor  and  which,  in  either  case,  as  far  as  that                       Finance Party is aware, has not been obtained in breach of, and is not otherwise                       subject to, any obligation of confidentiality.   "Default" means an Event of Default or any event or circumstance specified in Clause 24 (Events of  Default)  which  would  (with  the  expiry  of  a  grace  period,  the  giving  of notice,  the  making  of  any  determination  under  the  Finance  Documents  or  any  combination  of  any  of  the  foregoing)  be  an  Event of Default.    "DOC"   means,   in relation to  any  technical Manager of   the  Vessel,  a valid document of compliance  issued to the technical Manager pursuant to paragraph 13.2 of the ISM Code.   "Drawdown Date"        means the Business Day on which        the Borrower has requested drawdown of        a  Loan   pursuant  to  this  Agreement  or,  as  the  context  requires,  the  date  on  which  the drawdown  is  actually made.   "Drawdown  Notice"        means   a  notice  substantially  in  the  form  set out in Schedule   3  (Form  of  Drawdown Notice).   "Earnings"    means  all  moneys  whatsoever  which  are  now,  or  later  become,  payable  (actually  or  contingently) to the Borrower and which arise out of the use of or operation of the Vessel, including  (but not limited to):   a)        all freight, hire and passage moneys payable to the Borrower, including (without limitation)            payments of any nature under a charterparty or any other agreement for the employment,            use, possession, management and/or operation of the Vessel;   b)        any claim under any guarantees related to freight and hire payable to           the Borrower   as a            consequence of the operation of the Vessel;   c)        compensation payable to      the Borrower in the event of any requisition of     the Vessel or for            the use of the Vessel by any government authority or other competent authority;   d)        remuneration for salvage, towage and other services performed by            the Vessel  payable to            the Borrower;   e)        demurrage and retention money receivable by the Borrower in relation to the Vessel;    f)        all  moneys  which  are  at  any  time  payable  under  the    Insurances  in  respect  of  loss  of            earnings;     10127241/1                                                                                                   8  





 






                                                                                           EXECUTION VERSION    g)        any  damages  for  breach  (or  payments  for  variation  or  termination)  of  any  contract  of            employment of the Vessel payable to the Borrower;   h)        if  and  whenever   the  Vessel  is  employed  on  terms  whereby  any  moneys  falling  within            paragraphs a) to f) above (both inclusive) are pooled or shared with any other person, that            proportion  of  the  net  receipts  of  the  relevant  pooling  or  sharing  arrangement  which  is            attributable to the Vessel; and    i)        any  other money whatsoever due or to become due to           the  Borrower  from third parties in            relation to the Vessel, or otherwise.   "Earnings Accounts" means the Borrower's bank accounts, into which all Earnings are to be paid,  to be held with the Account Bank, and to be subject to the Account Pledge.   "EEA  Member  Country"  means  any  member  state  of  the  European  Union,  Iceland,  Liechtenstein  and Norway.   "Environmental Approval" means any permit, licence, consent, approval and other Authorisations  and  the  filing of  any  notification,  report  or  assessment required  under  any  Environmental  Law   for  the operation of the Vessel.   "Environmental  Claim"       means   any  claim,  proceeding  or  investigation  by  any  party  in  respect  of  any Environmental Law or Environmental Approval.   "Environmental Law" means any law, regulation, convention or treaty applicable to an Obligor and  which relates to the pollution or protection of the environment or to the carriage of material which is  capable of polluting the environment.   "EU Bail-In Legislation Schedule" means the document described as such and published by the  Loan Market Association (or any successor person) from time to time.   "Event  of  Default"    means  any  event  or  circumstance  specified   as  such  in  Clause 24  (Events  of  Default).   "FA Act" means the Norwegian Financial Agreements Act 1999 No. 46 (No. finansavtaleloven).   "Facilities"  means   the  Term  Loan  Facility  and  the Revolving  Facility and  "Facility"  means  each  of  them.   "FATCA" means:   a)        sections 1471 to 1474 of the Code or any associated regulations;   b)        any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental            agreement between the US and any other jurisdiction, which (in either case) facilitates the            implementation of any law or regulation referred to in paragraph a) above; or   c)        any agreement pursuant to the implementation of any treaty, law or regulation referred to            in paragraphs a) or b) above with the US Internal Revenue Service, the US government or            any governmental or taxation authority in any other jurisdiction.   "FATCA Application Date" means:    10127241/1                                                                                                   9  





 






                                                                                           EXECUTION VERSION    a)        in  relation  to  a "withholdable  payment"    described  in  section  1473(1)(A)(i)  of  the  Code            (which relates to payments of interest and certain other payments from sources within the            US), 1 July 2014;   b)        in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling            within paragraph (a) above, the first date from which such payment may become subject            to a deduction or withholding required by FATCA.    "FATCA Deduction" means a deduction or withholding from a payment under a Finance Document  required by FATCA.   "FATCA  Exempt Party"        means a Party that is entitled to receive payments free from any FATCA  Deduction.    "Fee Letter" means any letter or letters dated on or about the date of this Agreement between:    a)        the Agent (on behalf of any other Finance Parties) and the Borrower; and   b)        the Agent (for itself) and the Borrower,    in each case, setting out any of the fees referred to in Clause 11 (Fees).    "Final  Maturity  Date"    means  the   day  falling five  (5) years  after  the Drawdown  Date  under  the  Term Loan Facility.   "Finance Documents" means    a)        this Agreement;    b)        any Fee Letter;    c)        the Security Documents;    d)        the Sterna Subordination Statement;    e)        any Trust Agreement;   f)        each Hedging Agreement, other than in respect of Clauses 35 (Amendments and Waivers),            37  (Counterparts)   and (in relation to any communications between the Borrower and the            Hedge Providers) Clause 31 (Notices); and   g)        any other document designated as such by the Agent and the Borrower.   "Finance Party" means any or all of the Lenders, the Agent, the Security Agent, the Arrangers and  the Hedge Providers.   "Financial Indebtedness" means any indebtedness for or in respect of:   a)        moneys borrowed and debit balances at banks or other financial institutions;   b)        any  amount  raised  by  acceptance     under  any  acceptance  credit  facility  or  dematerialised            equivalent;    10127241/1                                                                                                  10  





 






                                                                                           EXECUTION VERSION    c)        any  amount  raised  pursuant  to  any  note  purchase  facility  or  the  issue  of  bonds,  notes,            debentures, loan stock or any similar instrument;   d)        the amount of any liability in respect of any lease or hire purchase contract which would, in            accordance with US GAAP, be treated as a finance or capital lease;   e)        receivables sold or discounted (other than any receivables to the extent they are sold on a            non-recourse basis);   f)        any  derivative  transaction  entered   into  in  connection  with  protection  against  or  benefit            from  fluctuation  in  any  rate  or  price  (and,  when  calculating  the  value  of  any  derivative            transaction, only the marked to market value (or, if any actual amount is due as a result of            the termination or close-out of that derivative transaction, that amount) shall be taken into            account);   g)        any  counter-indemnity  obligation  in  respect  of  a  guarantee,  indemnity,  bond,  standby  or            documentary  letter  of  credit  or  any  other  instrument  issued  by  a  bank  or  financial            institution;    h)        any amount of any liability under a deferred purchase agreement if (i) one of the primary            reasons behind entering into the agreement is to finance the acquisition or construction of            the asset or service in question or (ii) the agreement is in respect of the supply of assets or            services and payment is due more than 60 days after the date of supply;   i)        any  amount  raised  under  any  other  transaction  (including  any  forward  sale  or  purchase,            sale  and  sale  back  or  sale  and  leaseback  agreement)  having  the  commercial  effect  of  a            borrowing or otherwise classified as borrowings under US GAAP; and   j)        (without  double-counting)     the  amount  of  any  liability  in  respect  of  any  guarantee  or            indemnity for any of the items referred to in paragraphs a) to i) above.   "Green Passport" means a document listing all potential hazardous materials on board the Vessel  as  further  described  by  the  Vessel's  classification  society  and/or  the      International  Maritime  Organization (IMO), hereunder an Inventory of Hazardous Materials as described thereby.    "Group" means the Ultimate Parent and its Subsidiaries from time to time.   "Guarantee"       means      the    unconditional     and    irrevocable    guarantee      (In   Norwegian:  "Selvskyldnerkausjon")    and indemnity     provided by the   each of the   Guarantors   pursuant to   Clause  17 (Guarantee and indemnity).   "Hedging Agreement" means           any  master agreement, confirmation, schedule or other agreement  entered or to be entered into by the Borrower and any Hedge Provider to hedge liabilities relating to  the Agreement.   "Holding  Company"       means,  in  relation  to  a  person,  any  other  person  in  respect  of  which  it  is  a  Subsidiary.   "Insurance  Report"      means  a  report    with  respect  to  the Insurances,   with  a  form,  scope   and  conclusion acceptable to the Lenders, and from a firm of marine insurance brokers acceptable to the  Lenders.    10127241/1                                                                                                  11  





 






                                                                                           EXECUTION VERSION    "Insurances"     means,  in  relation  to the  Vessel,  all insurance  policies  and  contracts  of  insurance  (which  expression  includes  all  entries  of  the  Vessel  in  a  protection  and  indemnity  or  war  risk  association) which are from time to time during the Security Period in place or taken out or entered  into by or for the benefit of the Borrower (whether in the sole name of the Borrower or in the joint  names of the Obligors and any other person) in respect of the Vessel or otherwise in connection with  the  Vessel   and  all  benefits  thereunder  (including  claims  of  whatsoever  nature  and  return  of  premiums).   "Interest Payment Date" means the last Business Day of each Interest Period.   "Interest Period" means, in relation to a Loan, each period determined in accordance with Clause 9  (Interest  Periods),  and,  in  relation  to  an  Unpaid Sum,  each  period  determined  in  accordance  with  Clause 8.3 (Default interest).    "Interpolated  Screen  Rate" means, in relation to LIBOR for any Loan, the  rate (rounded to the  same number of decimal places as the two relevant Screen Rates) which results from interpolating  on a linear basis between:   a)        the applicable Screen Rate for the longest period (for which that Screen Rate is available)            which is less than the Interest Period of that Loan; and   b)        the applicable Screen Rate for the shortest period (for which that Screen Rate is available)            which exceeds the Interest Period of that Loan,   each as of 12:00 hours on the Quotation Day for USD.   "ISM Code" means the International Safety Management Code for the Safe Operation of Ships and  for Pollution Prevention.    "ISPS Code" means the International Ship and Port Facility Security (ISPS) Code as adopted by the  International Maritime Organization's (IMO) Diplomatic Conference of December 2002.   "John Fredriksen Family" means Mr. John Fredriksen, his direct lineal descendants, the personal  estate of any of them and/or any trust created for the benefit of any of the aforementioned persons  or their estates.   "Lender" means:    a)        any Original Lender; and   b)        any New Lender,   which in each case has not ceased to be a Party in accordance with the terms of this Agreement.   "LIBOR" means, in relation to any Loan:    a)        the applicable Screen Rate; or   b)        (if no Screen Rate is available for the Interest Period of that Loan) the Interpolated Screen            Rate for that Loan; or   c)        if:    10127241/1                                                                                                  12  





 






                                                                                           EXECUTION VERSION              (i)        no Screen Rate is available for USD; or             (ii)       no  Screen  Rate  is  available  for  the  Interest  Period  of  that  Loan  and  it  is  not                       possible to calculate an Interpolated Screen Rate for that Loan,             the Reference Bank Rate,   as  of  12:00  hours  on  the  Quotation  Day  for  USD  and  for  a  period  equal in  length  to  the  Interest  Period of that Loan, and, if any such rate is below zero, LIBOR will be deemed to be zero.   "Loan" means a loan made or to be made under a Facility or the principal amount outstanding  for the time being of that loan.    "Majority Lenders" means:   a)        if  there  are  no  Loan  outstanding,  a  Lender  or  Lenders  whose  Commitments  aggregate                                         2           equal  to  or more  than   66 /3%  of  the  Total  Commitments    (or,  if  the  Total  Commitments                                                                                           2           have  been  reduced  to  zero,  aggregated      equal  to  or  more  than    66 /3%   of  the  Total            Commitments immediately prior to the reduction); or   b)        at any other time, a Lender or Lenders whose participations in the Loans then outstanding                                                   2           aggregate equal to or more than 66      /3% of the Loans then outstanding.    "Management  Agreement(s)"  means  any  commercial              and/or  technical  management  agreement  entered  into  between  the  Borrower  and  the  Manager(s)  regarding  the  Vessel,  on  terms  and  conditions acceptable to the Majority Lenders.   "Manager" means any technical or commercial manager of the Vessel.   "Manager's  Undertaking"  means  a         subordination  statement  by   each   Manager  of  the  Vessel,  in  form and substance acceptable to the Agent, whereupon the Manager              fully subordinates its claims  under  any  Management  Agreement(s)        and  otherwise  in  respect of  the  Vessel  to  the  claims  of  the  Finance Parties under the Finance Document.   "Margin" means two point twenty five per cent (2.25%) per annum.   "Marpol" means the International Convention for the Prevention of Pollution from Ships.   "Market Value" means the fair market value of the Vessel in USD, being the average of valuations  of the Vessel obtained from two (2) Approved Brokers by the Borrower. Such valuations to be made  with or without physical inspection of the Vessel (as the Agent may require) on the basis of a sale  for prompt delivery for cash at arm's length on normal commercial terms as between a willing buyer  and seller, on an "as is, where is" basis, free of any existing charter or other contract of employment  and/or pool arrangement. If the two valuations differ by more than ten per cent. (10.00%), then a  third Approved Broker appointed by the Agent shall provide a valuation and the value of the Vessel  shall be the average of the three valuations. The valuations shall be for the cost of the Borrower.   "Material Adverse Effect" means a material adverse effect on:   a)        the  financial  position, business   or operation   of any   Obligor  or the  Group   (taken  as  a            whole);     10127241/1                                                                                                  13  





 






                                                                                           EXECUTION VERSION    b)        the  ability  of any  of  the Obligors'  to  perform  any  of its  obligations  under  the  Finance            Documents; or   c)        the  validity  or  enforceability  of,  or  the  effectiveness  or  ranking  of  any  Security Interest            granted  or   purported  to  be  granted  pursuant  to  any  of,  the  Finance  Documents  or  the            rights or remedies of any Finance Party under any of the Finance Documents.   "Maximum Loan Amount" means an amount equal to the lower of:   a)        60% of the Market Value of the Vessel; and            b)        USD 100,000,000,   "Mortgage" means the first priority or preferred, as applicable, cross collateralized ship mortgage  and, if applicable, the declaration of pledge or deed of covenants collateral thereto, granted by the  Borrower in favour of the Security Agent (on behalf of the Finance Parties)          in form and substance  acceptable  to  the  Security  Agent  and  registered  against  the  Vessel  with  the  applicable  Approved  Ship Registry.   "New Lender" has the meaning set out in Clause 25 (Changes to the Parties).   "Obligor" means the Borrower or the Guarantors, or any of them, as the case may be.   "Original   Financial  Statements"      means   the  financial  statements  for  each  Obligor  (consolidated  and audited in respect of the Ultimate Parent), for the financial year ended 31 December 2018.   "Party" means a party to this Agreement.    "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.   "Reduction Date" means the date falling three (3) months after the first Drawdown Date under this  Agreement, and each date falling at the end of each consecutive three (3) month period thereafter.   "Reduction    Instalment"  means      the  amount  of  each  quarterly  reduction  of  the  Commitments    on  the Reductions Dates in accordance with Schedule 8 (Repayment and Reduction Schedule), based on  a 19-year age adjusted reduction profile.   "Reference Banks" means Skandinaviska Enskilda Banken AB (PUBL), ABN Amro Bank N.V. and/or  such other banks as may be appointed by the Agent.   "Reference Bank Rate" means the arithmetic mean of the rates (rounded upwards to four decimal  places)  as  supplied  to  the  Agent  at  its  request  by  the  Reference  Banks,  as  the  rate  at  which  the  relevant  Reference  Bank  could  borrow  funds  in  the  applicable  interbank  market  in  the  relevant  currency and for the relevant period, were it to obtain interbank offers for deposits in that currency  and  for  that  period, and  if a  Reference  Bank  does  not  supply  a  quotation  by  12:00  hours  on  the  Quotation  Day,  the  applicable    rate  shall  be  determined  on  the  basis  of  the  quotations  of  the  remaining Reference Banks.   "Relevant Jurisdiction" means in relation to any Party:   a)        its jurisdiction of incorporation;    10127241/1                                                                                                  14  





 






                                                                                           EXECUTION VERSION    b)        any jurisdiction where any asset subject to or intended to be subject to Security          Interest            under a Security Document to be created by it is situated or registered, as applicable;   c)        any jurisdiction where it conducts its business; and   d)        the jurisdiction whose laws govern the perfection of any of the Security Documents entered            into by it.   "Repeating  Representations"  means  each  of  the  representations  set  out  in  Clause                  19  (Representations  and  warranties),  except  for  Clauses      19.3a)   (Binding  obligations),  19.4a)   (No  conflict with other obligations),   19.6 (Governing law and enforcement),       19.8  b (Taxes) and    Clause  19.9 (No filing or stamp taxes).   "Resolution  Authority"      means  any    body  which  has  authority  to  exercise  any  Write-down  and  Conversion Powers.   "Restricted Party" means a person or persons, legal or physical that:   a)        is listed on any Sanctions List;   b)        is  domiciled,  resident,  located  or  having  its  main  place  of  business  in,  or is  incorporated            under  the  laws  of,  a  country  or  a  territory  that  is  or  whose  government  is  subject  to            Sanctions  which  attach  legal  effect  to  being  domiciled,  located,  having  its  main  place  of            business in, or incorporated under the laws such country;   c)        otherwise  the  target  of  Sanctions  (whether  designated  by  name  or  by  reason  of  being            included in a class of person);   d)        with  which  any  Finance  Party  is  prohibited  from  dealing  with  or  otherwise  engaging  in  a            transaction with due to Sanctions; or   e)        is directly or indirectly owned by more than 50 percent or controlled, or acting on behalf, at            the direction or for the benefit of a person(s) referred to in paragraph (a), (b) or (c) above.   "Revolving  Facility"  means  the  senior  secured  revolving  credit  facility  provided  pursuant  to  the  terms of this Agreement, as described in Clause 2.1 (The Facilities)   "Rollover Loan" means one or more Loans under the Revolving Facility:     (i)     made or to be made:              (A)     on the same day that a maturing Loan is due to be repaid by the Borrower; and              (B)     in whole or in part for the purpose of refinancing the maturing Loan; and     (ii)    the aggregate amount of which is equal to or less than the amount of the maturing Loan.   "Sanctions" means any economic or financial sanctions laws and/or regulations, trade embargoes,  prohibitions,  restrictive  measures,  decisions,  executive  orders,  or  notices  from  regulators  implemented, adapted, imposed, administered, enacted, or enforced by any Sanctions Authority.    "Sanctions Authority" means the United Nations Security Council, the European Union or any of its  member  states    (including,  without  limitation, The  Netherlands  and  the  Kingdom  of  Sweden),     the    10127241/1                                                                                                  15  





 






                                                                                           EXECUTION VERSION    United  Kingdom,  the  Kingdom  of  Norway,     any  country  to  which  any  Obligor  is  bound,  the  United  States of America (including but not limited to the U.S. Department of Treasury's Office of Foreign  Assets Control (OFAC) and the U.S. Department of State), and any authority acting on behalf of any  of them in connection with Sanctions.   "Sanctions List" means any list of persons or entities subject to Sanctions published in connection  with Sanctions by or on behalf of any Sanctions Authority from time to time.   "Screen  Rate"  means  the  London  interbank  offered  rate  administered  by  ICE  Benchmark  Administration  Limited  (or  any  other  person  which  takes  over  the  administration  of  that  rate)  for  USD for the relevant period displayed on pages LIBOR01 or LIBOR02 of the Reuters screen (or any  replacement  Reuters  page  which  displays  that  rate),  or  on  the  appropriate  page  of  such  other  information service which publishes that rate from time to time in place of Reuters. If such page or  service  ceases  to  be  available,  the  Agent  may  specify  another  page  or  service  displaying  the  relevant rate after consultation with the Ultimate Parent.   "Security Documents"        means all or any security documents as may be entered into from time to  time pursuant to Clause 18 (Security).   "Security  Interest"     means  any    mortgage,    charge  (whether  fixed  or  floating),  encumbrance,  pledge,  lien,  assignment  by  way  of  security,  finance  lease,  sale  and  repurchase  or  sale  and  leaseback  arrangement,  sale  of  receivables  on  a  recourse  basis  or   other security  interest  or  any  other agreement or arrangement having the effect of conferring security.   "Security  Period"    means  the  period  commencing  on  the  date  of  this  Agreement  and  ending  the  date on which the Agent notifies the Borrower and the other Finance Parties that:   a)        all amounts which have become due for payment by the Borrower or any other party under            the Finance Documents have been paid in full;   b)        no amount is owing or has accrued (without yet having become due for payment) under            any of the Finance Documents;   c)        the Obligors' have no future or contingent liability under any provision of this Agreement,            the other Finance Documents; and   d)        the Agent and the Majority Lenders do not consider that there is a significant risk that any            payment or transaction under a Finance Document would be set aside, or would have to be            reversed  or  adjusted,  in  any  present  or  possible  future  proceeding  relating  to  a  Finance            Document or any asset covered (or previously covered) by a Security Interest created by a            Finance Document.   "Selection  Notice"     means   a  notice  substantially  in  the  form  set  forth  in Schedule 4  (Form  of  Selection Notice) given in accordance with Clause 9.1 (Selection of Interest Periods).   "Share  Pledges"  means  first  priority  pledges  in  favour  of  the  Security  Agent  (on  behalf  of  the  Finance  Parties)  to  be  created  over  all  shares  in  the  Borrower  pursuant  to  one  or  several  share  pledge  agreements  in  form  and  substance  acceptable  to  the  Security  Agent,  to  be     entered  into  between the Security Agent and the Intermediate Parent.    10127241/1                                                                                                  16  





 






                                                                                           EXECUTION VERSION    "Sterna RCF" means the revolving credit facility currently in the amount of USD 270,000,000 made  available to the Intermediate Parent (as borrower) by Sterna Finance Ltd. (as lender) pursuant to a  facility agreement dated 7 March 2017, as amended from time to time.   "Sterna    Subordination  Statement"  means  a  subordination  statement  in  form  and  substance  acceptable  to  all  Lenders,  to  be  entered  into  between  Sterna  Finance  Ltd.  (as  lender  under  the  Sterna RCF) and the Agent (on behalf of the Finance Parties), pursuant to which Sterna Finance Ltd.  irrevocably fully subordinates its rights and claims against the Intermediate Parent to the rights and  claims of the Finance Parties under the Finance Documents.   "SMC"    means  a  valid  safety  management  certificate  issued  for  the  Vessel  pursuant  to  paragraph  13.7 of the ISM Code.   "SMS"    means  a  safety  management  system  for          the  Vessel  developed  and  implemented  in  accordance with the ISM Code and including the functional requirements duties and obligations that  follow from the ISM Code.   "Subsidiary" means an entity from time to time of which a person:    a)        has direct or indirect control;    b)        or owns directly or indirectly more than fifty per cent. (50.00%) (votes and/or capital),    and  for  the  purpose  of  paragraph  a)  above,  an  entity  shall  be  treated  as  being "controlled" by  a  person  if  that  person  is  able  to  direct  its  affairs  and/or  control  either  directly  or  indirectly,  the  composition of its board of directors or equivalent body.   "Tax"  means     any  tax,  levy,  impost,  duty  or  other  charge  or  withholding  of  a  similar  nature  (including  any  penalty  or  interest  payable  in  connection  with  any  failure  to  pay  or  any  delay  in  paying any of the same).   "Term Loan Facility" means the senior secured term loan facility provided pursuant to the terms of  this Agreement as described in Clause 2.1 (The Facilities)   "Total Commitments" means the aggregate of the Commitments in respect of both Facilities, being  USD 100,000,000 at the date of this Agreement.   "Total Loss" means, in relation to the Vessel:   a)        the actual, constructive, compromised, agreed, arranged or other total loss of the Vessel;   b)        any  expropriation,  confiscation,  requisition  or  acquisition  of the Vessel,  whether  for  full            consideration,  a  consideration  less  than  its  proper  value,  a  nominal  consideration  or            without any consideration, which is effected by any government or official authority or by            any person or persons purporting to be or to represent a governmental or official authority            unless it is within 180 calendar days from the Total Loss Date redelivered to the full control            of the Borrower; and   c)        any  capture   or seizure  of the Vessel  (including  any  hijacking  or  theft)  unless  it  is  within            180 calendar days from the Total Loss Date redelivered to the full control of the Borrower.   "Total Loss Date" means:    10127241/1                                                                                                  17  





 






                                                                                           EXECUTION VERSION    a)        in the case of an actual total loss of the Vessel, the date on which it occurred or, if that is            unknown, the date when the Vessel was last heard of;   b)        in the case of a constructive, compromised, agreed or arranged total loss of the Vessel, the            earlier of:              (i)        the date on which a notice of abandonment is given to the insurers; and              (ii)       the date of compromise, arrangement or agreement made by or on behalf of the                       Borrower with the Vessel's insurers in which the insurers agree to treat the Vessel                       as a total loss; or   c)        in the case of any other type of total loss, on the date (or the most likely date) on which it            appears to the Agent that the event constituting the total loss occurred.   "Transaction Documents" means any Management Agreement and the Sterna RCF.   "Transfer Certificate" means a certificate substantially in the form as set out in Schedule 6 (Form  of Transfer Certificate) or any other form agreed between the Agent and the Borrower.   "Transfer Date" means, in relation to a transfer, the later of:   a)        the proposed Transfer Date specified in the relevant Transfer Certificate; and   b)        the date on which the Agent executes the relevant Transfer Certificate.   "Trust Agreement" means:    a)        any  vessel  trust  agreement  entered  into  from  time  to  time  between  the  Agent  and  the            Security  Agent  (as  mortgagee)  in  respect  of     the  Vessel  and  Mortgage,  whereby  the            Security  Agent  agrees  to  hold  the  Vessel  and/or  the  Mortgage  on  trust  for  the  Finance            Parties; and   b)        any trust deed entered into from time to time between the Finance Parties and the Security            Agent in respect of any English law governed Security Documents.   "Unpaid  Sum"      means  any  sum  due  and  payable  but  unpaid  by      an  Obligor  under  the  Finance  Documents.   "US" means the United States of America.    "US GAAP" means the generally accepted account principles in the US.   "US Tax Obligor" means:   a)     an Obligor which is resident for tax purposes in the US; or   b)     an  Obligor  some  or  all  of  whose  payments  under  the  Finance  Documents  are  from  sources         within the US for US federal income tax purposes.   "USD" means United States Dollars, being the lawful currency of the United States of America.    10127241/1                                                                                                  18  





 






                                                                                           EXECUTION VERSION    "VAT" means value added tax and any other tax of similar nature.    "Vessel" means the vessel set out in Schedule 7 (Vessel).   "Write-down and Conversion Powers" means:   a)        in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from            time to time, the powers described as such in relation to that Bail-In Legislation in the EU            Bail-In Legislation Schedule; and   b)        in relation to any other applicable Bail-In Legislation:             (i)      any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued                     by  a  person  that  is  a  bank  or  investment  firm  or  other  financial  institution  or                     affiliate of a bank, investment firm or other financial institution, to cancel, reduce,                     modify  or  change  the  form  of  a  liability  of  such  a  person  or  any  contract  or                     instrument  under  which  that  liability  arises,  to  convert  all or  part  of  that  liability                     into shares, securities or obligations of that person or any other person, to provide                     that  any  such  contract  or  instrument  is  to  have  effect  as  if  a  right  had  been                     exercised under it or to suspend any obligation in respect of that liability or any of                     the powers under that Bail-In Legislation that are related to or ancillary to any of                     those powers; and             (ii)     any similar or analogous powers under that Bail-In Legislation.   1.2       Construction   a)        Unless a contrary indication appears, any reference in this Agreement to:             (i)        the "Agent", the "Security Agent", the "Arranger", any "Finance Party", any                       "Lender",  any    "Obligor",  any  "Hedge  Provider"        or  any  "Party"   shall  be                       construed so as to include its successors in title, permitted assigns and permitted                       transferees to, or of, its rights and/or obligations under the Finance Documents;             (ii)       a "Finance Document" or any other agreement or instrument is a reference to                       that Finance Document or other agreement or instrument as amended, novated,                       supplemented, extended or restated;             (iii)      "control" means the power to appoint a majority of the board of directors or to                       direct the management and policies of an entity, whether through the ownership                       of voting capital, by contract or otherwise;             (iv)       "indebtedness"  includes  any  obligation  (whether  incurred  as  principal  or  as                       surety)  for  the  payment  or  repayment  of  borrowed  money,  whether  present  or                       future, actual or contingent;              (v)        a  "person"  shall  include  any  individual,  firm,  partnership,  joint  venture,                       company,  corporation,  trust,  fund,  body,  corporate,  unincorporated  body  of                       persons,  or  any  state  or  any  agency  of  a  state  or  association  (whether  or  not                       having separate legal personality);             (vi)       a  "regulation"  includes     any  regulation,  rule,  official  directive,  request  or                       guideline  (whether  or  not  having  the  force  of  law)  of  any  governmental,    10127241/1                                                                                                  19  





 






                                                                                           EXECUTION VERSION                         intergovernmental  or  supranational  body,  agency,  department  or  of  any                       regulatory, self-regulatory or other authority or organisation;             (vii)      a provision of law is a reference  to that provision    as it may be amended or re-                      enacted; and             (viii)     a time of the day is a reference to Oslo time unless specified otherwise.   b)        Section, Clause and Schedule headings are for ease of reference only.   c)        Words denoting the singular number shall include the plural and vice versa.   d)        Unless a contrary indication appears, a term used in any other Finance Document or in any            notice given under or in connection with any Finance Document has the same meaning in            that Finance Document or notice as in this Agreement.   e)        Unless  the  contrary  intention  appears,  a  reference  to  a  "month"  or  "months"  is  a            reference  to  a  period  starting  on  one  day  in  a  calendar  month  and  ending  on  the            numerically corresponding day in the next calendar month, except that;             (i)        (subject  to  paragraph  (iii)  below)  if  the numerically  corresponding  day  is  not  a                       Business  Day,  that  period  shall  end  on  the  next  Business  Day  in  that  calendar                       month  in  which  that  period  is  to  end  if  there  is  one,  or  if  there  is  not,  on  the                       immediately preceding Business Day;             (ii)       if there is no numerically corresponding day in the calendar month in which that                       period is to end, that period shall end on the last Business Day in that calendar                       month; and             (iii)      if  an  Interest  Period  begins  on  the  last  Business  Day  of  a  calendar  month,  that                       Interest Period shall end on the last Business Day in the calendar month in which                       that Interest Period is to end.             The above rules will only apply to the last month of any period.    f)        A  Default  and/or   an  Event  of  Default  is  "continuing"  if  it  has  not  been  remedied  or            waived.   1.3       Conflicting provisions  In  case  of  conflict  between  this  Agreement  and  the  terms  of  any  of  the  Security  Documents,  the  terms and conditions of this Agreement shall prevail.   1.4       The FA Act  Each Obligor hereby agrees and accepts, to the extent permitted by law, that this Clause 1.3 (The  FA Act) shall constitute a waiver of the provisions of the FA Act, and further agrees and accepts, to  the extent permitted by law, that the provisions of the FA Act shall not apply to this Agreement or to  the relationship between the Finance Parties and each Obligor.          10127241/1                                                                                                  20  





 






                                                                                           EXECUTION VERSION                                                     SECTION 2                                               THE FACILITIES   2         THE FACILITIES   2.1       The Facilities  Subject to the terms of this Agreement, the Lenders agree to make available to the Borrower               the  Facilities consisting  of (i)  the  Term  Loan  Facility, a  senior  secured  term  loan  facility, and  (ii)  the  Revolving  Facility,  a  senior  secured  revolving  facility,  in  aggregate up  to  the  Total  Commitments  allocated as set out in Schedule 1 (The Original Lenders and Commitments).   2.2       Finance Parties' rights and obligations  a)        The obligations of each Finance Party under the Finance Documents are several. Failure by            a Finance Party to perform its obligations under the Finance Documents does not affect the            obligations  of  any  other  Party  under  the  Finance  Documents.  No  Finance  Party  is            responsible for the obligations of any other Finance Party under the Finance Documents.   b)        The rights of each Finance Party under or in connection with the Finance  Documents are            separate and independent rights      and any debt arising under the Finance Documents to a            Finance Party from an Obligor shall be a separate and independent debt in respect of which            a  Finance  Party  shall  be  entitled  to  enforce  its  rights  in accordance  with  paragraph  c)            below. The rights of each Finance Party include any debt owing to that Finance Party under            the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other            amount owed by an Obligor which relates to a Finance Party’s participation in the Facilities            or its role under a Finance Document (including any such amount payable to the Agent on            its behalf) is a debt owing to that Finance Party by that Obligor.    c)        A  Finance  Party  may,  except  as   otherwise  stated  in  the  Finance  Documents,  separately            enforce its rights under the Finance Documents.    2.3       Obligors' agent  a)        Each  Obligor    (other  than  the  Ultimate  Parent)     by  its  execution  of  this  Agreement            irrevocably appoints the Ultimate Parent to act on its behalf as its agent in relation to the            Finance Documents and irrevocably by way of security authorises:             (i)        the  Ultimate  Parent  on  its  behalf  to  supply  all  information  concerning  itself                       contemplated by this Agreement to the Finance Parties and to give all notices and                       instructions, to make such agreements, to execute such deeds (under hand), and                       to effect the relevant amendments, supplements and variations capable of           being                       given,  made  or  effected  by  the  Ultimate  Parent  notwithstanding  that  they  may                       affect the other Obligors, without further reference to or the consent of the other                       Obligors; and             (ii)       each  Finance  Party  to  give  any  notice,  demand  or  other  communication    to  the                       Obligors pursuant to the Finance Documents to the Ultimate Parent,             and in each case the other Obligors shall be bound as though the Ultimate Parent itself had            been given the notices and instructions or executed or made the agreements or deeds or            effected  the  amendments,  supplements  or  variations,  or  received  the  relevant  notice,            demand or other communication.    10127241/1                                                                                                  21  





 






                                                                                           EXECUTION VERSION    b)        Every    act,   omission,    agreement,     undertaking,    settlement,    waiver,    amendment,            supplement,  variation,  notice  or  other  communication  given  or  made  by  the  Ultimate            Parent or given to the Ultimate Parent under any Finance Document on behalf of the other            Obligors or in connection with any Finance Document (whether or not known to any of the            other Obligors) shall be binding for all purposes on the other Obligors as if it had expressly            made, given or concurred with it. In the event of any conflict between any notices or other            communications of the Ultimate Parent and the other Obligors, those of the Ultimate Parent            shall prevail.   3         PURPOSE   3.1       Purpose  The Borrower shall apply all amounts borrowed by it under         the Facilities towards  (i) refinancing all  existing indebtedness related to the Vessel and (ii) for the Borrower's general corporate purposes.   3.2       Monitoring  Without prejudice to the obligations of the Borrower under this Clause 3, no Finance Party is bound  to monitor or verify the application of any amount borrowed pursuant to this Agreement.   4         CONDITIONS PRECEDENT  4.1       Initial conditions precedent   a)        The  signing  and  effectiveness  of  this  Agreement  is  conditional  upon  the  Agent  having            received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions            precedent   -  Signing)  in  form  and  substance  satisfactory  to  the  Agent  no  later  than 15            August   2019,  unless  otherwise  agreed  by  the  Parties  hereto.  The  Agent  shall  notify  the            Borrower and the Lenders promptly upon being so satisfied.    b)        The Borrower may not deliver a Drawdown Notice unless the Agent has received all of the            documents  and  other  evidence  listed  in    Part  II  of Schedule  2  (Conditions  precedent   –            Drawdown Notice) in form and substance satisfactory to the Agent. The Agent shall notify            the Borrower and the Lenders promptly upon being so satisfied.    c)        Other  than  to  the  extent  that  the  Majority  Lenders  notify  the  Agent  in  writing  to  the            contrary  before  the  Agent  gives  the  notification  described  in  paragraph    b)  above,  the            Lenders authorise (but do not require) the Agent to give that notification. The Agent shall            not be liable for any damages, costs or losses whatsoever as a result of giving any such            notification.   4.2       Further conditions precedent  The Lenders will only be obliged to comply with Clause 5.5 (Lenders' participation) if on the date of a  Drawdown Notice and on the proposed Drawdown Date:   a)        in the case of a Rollover Loan, no Event of Default is continuing or would result from the            proposed  drawing  and  in  the  case  of  any  other  Loan,  no  Default  is  continuing or  would            result from the proposed drawing; and   b)        the  Repeating  Representations     contained  in  Clause  19  (Representations  and   warranties)            deemed to be repeated on those dates are true and correct in all material respects.   4.3       Maximum number of drawings   a)        The Term Loan Facility may be drawn in one (1) Loan only during the Availability Period.    10127241/1                                                                                                  22  





 






                                                                                           EXECUTION VERSION    b)        The Borrower may not deliver a Drawdown Notice under the Revolving Facility if as a result            of  the  proposed  drawing  more  than      five  (5)  Loans  would  be  outstanding  under  the            Revolving Facility.    4.4       Waiver of conditions precedent   The conditions precedent specified in this Clause 4 are solely for the benefit of the Lenders and may  be waived on their behalf in whole or in part and with or without conditions by the Agent (acting on  the instructions of all the Lenders).    10127241/1                                                                                                  23  





 






                                                                                           EXECUTION VERSION                                                     SECTION 3                                                 DRAWDOWN   5         DRAWDOWN  5.1       Delivery of a Drawdown Notice  The Borrower may utilise a Facility by delivering to the Agent a duly completed Drawdown Notice no  later than 11:00 hours three (3) Business Days prior to the proposed Drawdown Date.     5.2       Completion of the Drawdown Notice  Each   Drawdown  Notice  is  irrevocable  and  will  not  be  regarded  as  having  been  duly  completed  unless:   a)        it identifies the Facility to which the proposed Loan relates;   b)        it  identifies  the  purpose  of  the  proposed  Loan,  being  in  accordance  with  Clause     3.1            (Purpose);   c)        the  proposed  Drawdown  Date  is  a  Business  Day        within the  Availability  Period  of  the            relevant Facility;   d)        the currency specified is USD;    e)        the  aggregate  of   any  Loan(s)  utilised  and  the  amount  of  the  proposed   Loan,  does  not            exceed the Total Commitments;    f)        the amount specified in the Drawdown Notice does not exceed the Available Commitments            under the relevant Facility;    g)        the proposed Interest Period complies with Clause 9 (Interest Periods);    h)        in  respect  of  the  Revolving  Facility, the  amount  of  the  proposed  Loan  is  minimum  USD            5,000,000 or integral multiples thereof; and   i)        in respect of the Term Loan Facility, the amount of the proposed Loan, when aggregated            with  the  Commitments  under  the  Revolving  Facility,  will  not  cause  the  Maximum       Loan            Amount to be exceeded, as determined by the Market Value of the Vessel established not            more than four (4) weeks prior to the proposed Drawdown Date.   5.3       Automatic Rollover Loan   a)         In the event that the Agent has not received a Drawdown Notice within the time limit set in             Clause  5.1 (Delivery of a Drawdown Notice)       for a drawdown    under the Revolving Facility             made  solely  for  the  purpose  of  repayment  of  a  Loan    under  the   Revolving  Facility  in             accordance  with  Clause   6.1  (Repayment    –  Revolving  Facility) on  its  repayment  date,  it             shall be regarded as if the Borrower has completed and submitted a Drawdown Notice for a             Rollover Loan to the Agent within the time limit.   b)         In  the  event  that  the  Borrower  does  not  want  the  Rollover  Loan  to  be  made  available             automatically,  it  must  notify  the  Agent  in  writing before 11:00  hours  four  (4)  Business             Days prior to the relevant repayment date.    10127241/1                                                                                                  24  





 






                                                                                           EXECUTION VERSION    c)         The Rollover Loan will only be made available as long as all other requirements under this             Agreement for the availability for a Loan under the Revolving Facility in the same amount             as the Rollover Loan are fulfilled on the Drawdown Date.   d)         The Rollover Loan shall be applied to repay the relevant a Loan under the Revolving Facility             on its repayment date in accordance with Clause 6.1 (Repayment – Revolving Facility).               5.4       Availability   Any  amount  of  the  Commitments      under  a  Facility which,  at  that  time,  has not been utilised  shall  automatically be cancelled at the close of business in Oslo on the expiry of the relevant Availability  Period.    5.5       Lenders' participation  a)        Upon receipt of a Drawdown Notice, the Agent shall notify each Lender of the details of the            requested drawing and the amount of each Lender's participation.    b)        If  the conditions  set  out  in this  Agreement  have   been  met,   and  subject  to  Clause  6.1            (Repayment     –  Revolving  Facility)  each  Lender  shall  no  later  than  11:00  hours  on    a            Drawdown Date make available to the Agent for the account of the Borrower an amount            equal to its participation   in the drawing   to be advanced pursuant to     a  Drawdown Notice.            The  amount  of  each  Lender's  participation  in  each  Loan  will  be  equal  to  the  proportion            borne by its Commitments to the aggregate Commitments under such Facility immediately            prior to making the Loan.                                                                                                              SECTION 4                    REPAYMENT, REDUCTION, PREPAYMENT AND CANCELLATION     6         REPAYMENT  6.1       Repayment – Revolving Facility  a)        The  Borrower  shall  repay  each  Loan    under  the  Revolving  Facility on  the  last  day  of  its            Interest Period.   b)        Without prejudice to the Borrower's obligation under paragraph a) above, if:               (i)       one or more Loans are to be made available to the Borrower:                        (A)     on  the  same  day  that  a  maturing  Loan  is  due  to  be  repaid  by     the                               Borrower; and                        (B)     in whole or in part for the purpose of refinancing the maturing Loan; and              (ii)      the proportion borne by each Lender's participation in the maturing Loan to the                       amount  of  that  maturing  Loan  is  the  same  as  the  proportion  borne  by  that                       Lender's  participation  in  the  new  Loans  to  the  aggregate  amount  of  those  new                       Loans,    10127241/1                                                                                                  25  





 






                                                                                           EXECUTION VERSION               the aggregate amount of the new Loans shall, unless the Borrower notifies the Agent to the             contrary in the relevant Drawdown Notice, be treated as if applied in or towards repayment             of the maturing Loan so that:                        (A)     if the amount of the maturing Loan exceeds the aggregate amount of the                               new Loans:                                (1)       the  Borrower  will  only  be  required  to  make  a  payment  under                                         Clause 29.1 (Payments to the Agent) in an amount equal to that                                         excess; and                                (2)       each Lender's participation in the new Loans shall be treated as                                         having  been  made  available  and  applied  by  the  Borrower  in  or                                         towards repayment of that Lender's participation in the maturing                                         Loan  and  that  Lender  will  not  be  required  to  make  a  payment                                         under  Clause   29.1   (Payments  to  the  Agent)  in  respect  of  its                                         participation in the new Loans; and                        (B)     if the amount of the maturing Loan is equal to or less than the aggregate                               amount of the new Loans:                                (1)       the  Borrower  will  not  be  required  to  make  a  payment  under                                         Clause 29.1 (Payments to the Agent); and                                (2)       each  Lender  will  be  required  to  make  a  payment  under  Clause                                         29.1  (Payments  to  the  Agent)  in  respect  of  its  participation  in                                         the new Loans only to the extent that its participation in the new                                         Loans  exceeds that  Lender's  participation  in the  maturing  Loan                                         and  the  remainder  of  that  Lender's  participation  in  the  new                                         Loans  shall  be  treated  as  having  been  made  available  and                                         applied  by  the  Borrower  in  or  towards  repayment  of  that                                         Lender's participation in the maturing Loan.    c)        No amount shall be outstanding under the Revolving Facility after the Final Maturity Date.   6.2       Reduction – Revolving Facility  a)        The Borrower shall effect the Reduction Instalments on each Reduction Date.    b)        On each Reduction Date, the Commitments of each Lender shall be reduced by an amount            equal  to  its  proportionate pro  rata share  of  the  Reduction  Instalment,  and  the  Borrower            shall, if relevant, procure the payment of each such Reduction Instalment, applied against            each Loan, to bring    the outstanding amounts in accordance with        Schedule 8    (Repayment            and Reduction Schedule).    6.3       Repayment – Term Loan Facility  a)        The   Borrower  shall   repay   the  Loan  under  the  Term  Loan  Facility    in  equal  quarterly            consecutive instalments, based on a 19-year age adjusted repayment profile, with the first            instalment falling due three (3) months after the Drawdown Date of the Loan.   b)        On   the  Final  Maturity  Date  the  remaining  principal  amount  outstanding  under  the    Loan            under the Term Loan Facility shall be repaid as a balloon repayment.      10127241/1                                                                                                  26  





 






                                                                                           EXECUTION VERSION    c)        The Borrower may not re-borrow any part of the Loan under the Term Loan Facility which            is repaid.   6.4       Final repayment  Notwithstanding  Clause     6.3  (Repayment)    and   6.2  (Reduction),  on  the  Final  Maturity  Date,  the  Borrower   shall  repay  any  Loans  then  outstanding  under  this  Agreement  in  full,  together  with  all  other sums due and outstanding under the Finance Documents at such date (if any).   6.5       Repayment and reduction schedule  An illustrative repayment and reduction schedule is set out in Schedule 8 (Repayment and Reduction  Schedule),   based  on  the  assumption  of  full  utilisation  of  the  Total  Commitments.  The Agent  shall  provide   an  updated   repayment  schedule  prior  to    the  first Drawdown  Date,  reflecting  the  final  amount of each Loan and its Drawdown Date, upon instruction of the Lenders.   7         PREPAYMENT AND CANCELLATION  7.1       Mandatory prepayment – Collateral Maintenance Test  The aggregate Market Value of the Vessel shall at all times be minimum one hundred and thirty per  cent.  (130%)  of  the  amount  equal  to   the  Loans  outstanding  under  the  Facilities (the  "Collateral  Maintenance Test").   If there is a breach of the Collateral Maintenance Test, the Borrower shall within fourteen (14) days  of the occurrence of such breach either;    (i)       post  additional  collateral  reasonably satisfactory  to the  Majority  Lenders  in  favour  of  the            Security  Agent   (it  being  understood  that  cash  in  USD  placed  in  a  pledged  and  blocked            account shall be satisfactory to the Majority Lenders), pursuant to security documentation            in  form  and  substance  reasonably  satisfactory  to  the  Agent,  in  an  aggregate  amount            sufficient to cure such breach, or   (ii)      prepay the Loans under the Facilities by an amount necessary to cure such breach.    As long as any breach of the Collateral Maintenance Test is continuing and not cured, the Available  Commitments under the Revolving Facility shall be deemed reduced to zero for the purpose of any  drawdown or proposed drawdown.   7.2       Mandatory prepayment – Total Loss or sale  a)        For the purpose of this Clause 7.2, the following definitions shall apply:             "Disposal Date" means:             (i)        in  case  of  a  sale or  other  disposal of the Vessel,  the  date  on  which  the  sale or                       other disposal is completed by delivery of the Vessel to the buyer;              (ii)       in  case  of  a  sale  or  other  disposal  of all  shares  in the Borrower,  the  date of                       transfer of such shares from the Intermediate Parent to the buyer; or              (iii)      in the case of a Total Loss, on the earlier of   (i) the date falling one hundred and                       twenty (120) days after the Total Loss Date and (ii) the receipt by the Agent (on                       behalf of the Lenders) of the proceeds of Insurance relating to such Total Loss (or                       in  the  event  of  a  requisition  for  title  of  the  Vessel,  immediately  after  the                       occurrence of such requisition of title).    10127241/1                                                                                                  27  





 






                                                                                           EXECUTION VERSION    b)        If the  Vessel is sold or otherwise disposed of,    or it becomes a Total Loss,    or all shares in            the Borrower is sold or otherwise disposed of, the Borrower shall be obliged to prepay the            outstanding Loans under this Agreement in full, together with accrued interest, and settle            all costs and fees, and all outstanding amounts under Hedging Agreements, related to such            Loans,   on  the  Disposal  Date,  and  concurrently   all  Commitments  shall  be  automatically            cancelled.    7.3       Mandatory prepayment – Illegality    If  it  becomes  unlawful  in  any  applicable  jurisdiction  or  contrary  to,  or  declared  by  any  Sanctions  Authority to be contrary to, Sanctions (including, without limitation, due to actions by any Obligor)  for  a  Lender  to  perform  any  of  its  obligations  as  contemplated  by  this  Agreement  or  to  fund  or  maintain its participation in a Loan:   a)        that Lender shall promptly notify the Agent upon becoming aware of that event;   b)        upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately            cancelled; and   c)        the Borrower shall repay that Lender's participation in the Loans on the Interest Payment            Date occurring after the Agent has notified the Borrower or, if earlier, the date specified by            that Lender in the notice delivered to the Agent (being no earlier than the last day of any            applicable grace period permitted by law).   7.4       Mandatory prepayment – Change of Control  Upon   the occurrence of   a Change of Control    any Lender may cancel its Commitments, and declare  that  its  participation in  any Loan,  together  with  accrued  interest,  costs  and  fees shall  be  due  and  payable.  Such  notice  shall  be  given  by  the  relevant  Lender(s)  to  the  Agent,  and  upon  the  Agent  notifying the Borrower, such Commitments will be immediately cancelled and such outstanding part  of any  Loan and other amounts will become due and payable            by the Borrower    within  20 Business  Days   of  such  notice. The  Borrower  shall  promptly  notify  the  Agent  upon  becoming  aware  of      a  Change of Control.   7.5       Voluntary prepayment   The  Borrower  may,    if  it  gives  the  Agent not  less  than ten (10)  Business Days'  (or  such  shorter  period as the Majority    Lenders may agree)     prior written notice, prepay the    whole or any part of   a  Loan (but if in part, being an amount of minimum USD 5,000,000 or in integral multiples thereof).    7.6       Voluntary cancellation  The  Borrower  may,  if  it  gives  the  Agent  not  less  than ten (10)  Business  Days'  (or  such  shorter  period as the Majority Lenders may agree) prior written notice, cancel the whole or any part           of the  Available  Commitments     (but  if  in  part being  a  minimum  amount  of  USD   5,000,000   or  in  integral  multiples thereof)   under the Revolving Facility. Any cancellation under this Clause       7.6  shall reduce  the  Commitments  of  the  Lenders  rateably,  and  shall  be  applied   pro  rata on  all  future  reductions,  including the balloon.   7.7       Right of repayment in relation to a single Lender  a)        If:             (i)        any sum payable to any Lender by the Borrower is required to be increased under                       paragraph c) of Clause 12.2 (Tax gross-up); or    10127241/1                                                                                                  28  





 






                                                                                           EXECUTION VERSION              (ii)       any  Lender  claims  indemnification  from  the    Borrower   under  Clause   12.3  (Tax                       indemnity) or Clause 13.1 (Increased costs),             the Borrower may, whilst the circumstance giving rise to the requirement for that increase            or indemnification continues, give the Agent notice  of cancellation of the Commitment            of            that Lender and its intention to procure the repayment of that Lender's participation in the            Loans.   b)        On receipt of a notice of cancellation referred to in paragraph a) above, the Commitment of            that Lender shall immediately be reduced to zero.   c)        On the last day of each Interest Period which ends after the Borrower have given notice of            cancellation under paragraph a) above (or, if earlier, the date specified by the Borrower in            that notice), the Borrower shall repay that Lender's participation in the Loans together with            all interest and other amounts accrued under the Finance Documents.   7.8       Terms and conditions for prepayments and cancellation  a)        Any  notice  of  prepayment  or  cancellation  by  the  Borrower    under  this  Clause 7  shall  be            irrevocable and, unless a contrary indication appears in this Agreement,          shall specify the            date upon which the prepayment or cancellation is to be made.   b)        Any prepayment under this Agreement shall be made together with accrued interest on the            amount prepaid and, subject to any Break Costs, without premium or penalty.   c)        The Borrower may not re-borrow any part of the Term Loan Facility which is prepaid, and            may not re-borrow any part of the Revolving Facility which is mandatorily prepaid.    d)        The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part            of the Commitments except at the times and in the manner expressly provided for in this            Agreement.   e)        No  amount  of  the  Commitments  cancelled  under  this  Agreement  may  subsequently  be            reinstated, unless otherwise agreed in writing with the Lenders.   f)        If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that            notice to the Borrower or the Lenders, as appropriate.   7.9       Application of prepayments  Unless otherwise provided for in this Clause 7, prepaid amounts shall be applied as follows:   a)        any  mandatory    prepayment    under  this  Agreement  shall,  to  the  extent  not  prepaying the            Loans   in  full, be  applied  in inverse  order  of  maturity against  the  remaining instalments,            including  balloon   payments,    first pro  rata between  the  Facilities,  and   secondly,  after            mandatory  prepayments  have  been  applied       pro  rata  between  the  Facilities,  the  amount            applied  pro  rata  to  each  Facility  shall  be  applied pro  rata between  the Loans  under  the            respective   Facilities,  and  shall,  save  as  otherwise  stated, reduce rateably  each  Lender's            participation in the Loan(s) prepaid; and   b)        any   voluntary  prepayment     under  this  Agreement  shall  be  applied   pro  rata  across  the            repayment  schedule,  including  the  balloon,       for the   relevant  Loan(s)  being  prepaid,            including any balloon, and shall, save as otherwise stated,        reduce rateably each Lender's            participation in the Loan(s) prepaid.    10127241/1                                                                                                  29  





 






                                                                                                                                EXECUTION VERSION                      10127241/1                                                                                                                                            30  





 






                                                                                           EXECUTION VERSION                                                          SECTION 5                                                COSTS OF UTILISATION   8         INTEREST  8.1       Calculation of interest   a)        The rate of interest for   a Loan  for each Interest Period   is the  percentage   rate per annum            which is the aggregate of:             (i)        the Margin; and             (ii)       LIBOR.    b)        Effective interest pursuant to Section 46 of the FA Act has been calculated by the Agent as            set out in a separate notice from the Agent to the Borrower.    8.2       Payment of interest   The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period (and if  the Interest Period is longer than    six (6) months, on the date falling at     six-monthly intervals after  the first day of the Interest Period).    8.3       Default interest   a)        If an Obligor fails to pay any amount payable by it under the Finance Documents on its due            date, interest shall accrue on the overdue amount from the due date and up to the date of            actual payment (both before and after judgment) at a rate determined by the Agent to be            two  percentage  points   (2.00%)   per  annum    higher  than  the  rate  which  would  have  been            payable if the overdue amount had, during the period of non-payment, constituted a Loan            in the currency of the overdue amount for successive Interest Periods, each of a duration            selected by the Agent (acting reasonably). Any interest accruing under this Clause 8.3 shall            be immediately payable by the relevant Obligor on demand by the Agent.    b)        Default  interest  (if  unpaid)  arising  on  an  overdue  amount  will  be  compounded  with  the            overdue amount at the end of each Interest Period applicable to that overdue amount but            will remain immediately due and payable.    c)        If  an  Event  of  Default  has  occurred  and  is  continuing,  and  notice  thereof  has  been  sent            from  the  Agent  to  the  Borrower,  all  outstanding  amounts  under  the     Facilities shall  be            deemed  overdue  and  default  interest  will  be  calculated  and  is  payable  forthwith  upon            demand from the Agent.   9         INTEREST PERIODS  9.1       Selection of Interest Periods  a)        The Borrower may select an Interest Period for a Loan in a Drawdown Notice or (if the Loan            has already been borrowed) in a Selection Notice.   b)        Each  Selection  Notice  is  irrevocable  and  must  be  received  by  the  Agent  not  later  than            12:00 hours three (3) Business Days before the Quotation Day for that Interest Period.   c)        If  the  Borrower  fails  to  deliver  a  Selection  Notice  to  the  Agent  in  accordance  with            paragraph b) above, the relevant Interest Period will be three (3) months.    10127241/1                                                                                                  31  





 






                                                                                           EXECUTION VERSION    d)        The Borrower may select an Interest Period of        a Loan under the Revolving Facility of     one            (1), three (3) or six (6) months or such other period agreed between the Borrower and the            Agent (on behalf of the Lenders), however maximum three (3) one (1) month periods per            year.    e)        The  Borrower  may  select  an  Interest  Period of  the  Loan  under  the  Term  Loan  Facility  of            three  (3)  months  or  such  other  period  agreed  between  the  Borrower  and  the  Agent  (on            behalf of the Lenders).   f)        An Interest Period shall not extend beyond the Final Maturity Date, but shall be shortened            so that it ends on the Final Maturity Date.   9.2       Non-Business Day   If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period  will instead end on the next Business Day in that calendar month (if there is one) or the preceding  Business Day (if there is not).    10        CHANGES TO THE CALCULATION OF INTEREST   10.1      Market disruption  a)        If a Market Disruption Event occurs in relation to      a Loan for any Interest Period, then the            rate of interest on each Lender's share of that Loan for the Interest Period shall be the rate            per annum which is the sum of:              (i)        the Margin; and             (ii)       the  rate  notified  to the  Agent  by that Lender  as  soon as  practicable  and in  any                       event  before  interest  is  due  to  be  paid  in  respect of  that  Interest  Period,  to  be                       that which expresses as a percentage rate per annum the cost to that Lender of                       funding  its  participation  in the  Loan from  whatever  source  it  may    reasonably                       select.   b)        In this Agreement, "Market Disruption Event" means:             (i)        at  or  about  12:00 hours  on  the  Quotation  Day  for  the  relevant  Interest  Period,                       LIBOR is not available; or             (ii)       before close of business in the London interbank market on the Quotation Day for                       the  relevant  Interest  Period,  the  Agent  receives  notifications  from  a  Lender  or                       Lenders (whose participations in Loan exceed fifty per cent (50.00%) of the Loan)                       that the cost to it or them of obtaining matching deposits in the London interbank                       market would be in excess of LIBOR.   10.2      Alternative basis of interest or funding  a)        If a Market Disruption Event occurs and the Agent or the Borrower so requires, the Agent            and the Borrower shall enter into negotiations (for  a period of not more than thirty (30)            days) with a view to agreeing a substitute basis for determining the rate of interest.    b)        Any alternative basis agreed pursuant to this Clause 10.2 shall, with the prior consent of all            the Lenders and the Borrower, be binding on all Parties.    10127241/1                                                                                                  32  





 






                                                                                           EXECUTION VERSION    10.3      Break Costs   a)        The Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to            that Finance Party its Break Cost attributable to all or any part of       a Loan  or Unpaid   Sum            being paid by the    Borrower on a day other than the last day of an Interest Period for the            Loan or Unpaid Sum.   b)        Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide            a certificate confirming the amount of its Break Cost for any Interest Period in which they            accrue.    11        FEES  11.1      Commitment fee  a)        The  Borrower  shall  pay  to  the  Agent  (for  the  account  of  each  Lender)  a  fee  in  USD            computed  at  a  rate  per  annum  equal  to  40% of  the  Margin,  calculated on  each  Lender's            Available Commitment under the Facilities, from the date of this Agreement to the earlier            of:             (i)        the expiry of all Availability Periods; or             (ii)       the date on which both Facilities have been cancelled in whole.   b)        The accrued commitment fee is payable quarterly in arrears on the last day of each fiscal            quarter  and  on  the last  day  of all Availability  Periods or  such  other  date  upon  which the            Facilities  are cancelled  in  whole  or,  in  respect  of  any  part  cancellation,  on  the  cancelled            amount on the date the cancellation is effective.   11.2      Upfront fee  The  Borrower  shall  pay  to  Agent  (for  further  distribution  to  the  Arrangers)  an  upfront  fee  in  the  amount and at the times agreed in a Fee Letter.   11.3      Agency fee  The Borrower shall pay to Agent (for its own account) an agency fee in the amount and at the times  agreed in a Fee Letter.                                                                                                             SECTION 6                                  ADDITIONAL PAYMENT OBLIGATIONS     12        TAX GROSS-UP AND INDEMNITIES  12.1      Definitions  a)        In this Agreement:             "Protected  Party"  means  a  Finance  Party  which  is  or  will  be  subject  to  any  liability,  or            required to make any payment, for or on account of Tax in relation to a sum received or            receivable (or any sum deemed for the purposes of Tax to be received or receivable) under            a Finance Document.             "Qualifying Lender" means a Lender which is beneficially entitled to interest payable to it            in respect of a Loan under a Finance Document and, in relation to the Borrower is:    10127241/1                                                                                                  33  





 






                                                                                           EXECUTION VERSION              (i)        a Lender which is resident for tax purposes in the Borrower's Tax Jurisdiction and                       to whom interest    may be paid by that Borrower without a Tax Deduction under                       the domestic laws of that Borrower's Tax Jurisdiction; or              (ii)       a Treaty Lender.             "Tax  Confirmation"  means  a  confirmation  by  a  Lender  that  it  is  beneficially  entitled  to            interest payable to it in respect of an advance under a Finance Document specifying:             (i)        its Tax Jurisdiction;             (ii)       whether the Lender believes it is a Treaty Lender in relation to the Borrower; and             (iii)      such other relevant details as may be reasonably requested by the           Borrower  or                       the Agent             "Tax Credit" means a credit against, relief or remission for, or repayment of any Tax.             "Tax  Deduction"  means  a  deduction  or  withholding  for  or  on  account  of  Tax  from  a            payment under a Finance Document, other than a FATCA Deduction.             "Tax  Jurisdiction"  means,  in  relation  to    the  Borrower,  the  jurisdiction  in  which  it  is            resident for tax purposes from time to time.             "Tax Payment" means either the increase in a payment made by an Obligor to a Finance            Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).             "Treaty Lender" means, in relation to the Borrower, a Lender which is treated as resident            in a jurisdiction that has a double taxation agreement (a "Treaty") with the Borrower's Tax            Jurisdiction which gives such resident full exemption from tax imposed by the Borrower's            Tax Jurisdiction on interest.   b)        Unless  a  contrary  indication  appears,  in  this  Clause 12  a  reference  to  "determines"  or            "determined"  means  a  determination  made  in  the  absolute  discretion  of  the  person            making the determination.   12.2      Tax gross-up  a)        Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a            Tax Deduction is required by law.   b)        The   Borrower   shall  promptly  upon  becoming  aware  that  an  Obligor  must  make  a  Tax            Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify            the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in            respect of a payment payable to that Lender. If the Agent receives such notification from a            Lender it shall notify the Borrower and that Obligor.    c)        If  a  Tax  Deduction  is  required  by  law  to  be  made  by  an  Obligor,  the  amount  of  the            payment due from that Obligor shall be increased to an amount which (after making any            Tax Deduction) leaves an amount equal to the payment which would have been due if no            Tax Deduction had been required.    10127241/1                                                                                                  34  





 






                                                                                           EXECUTION VERSION    d)        A payment shall not be increased under paragraph c) above by reason of a Tax Deduction            if on the date on which the payment falls due:             (i)        the  payment  could  have  been  made  to  the  relevant  Lender  without  a  Tax                       Deduction if the Lender had been a Qualifying Lender in respect of that Obligor,                       but  on  that  date  that  Lender  is  not  or  has  ceased  to  be  a  Qualifying  Lender  in                       respect  of  that  Obligor  other  than  as  a  result of  any  change  after  the  date  it                       became  a  Lender  under  this  Agreement  in  (or  in  the  interpretation,                       administration, or application of) any law or Treaty or any published practice or                       published concession of any relevant authority; or             (ii)       the  relevant  Lender  is a  Treaty  Lender  and  the  Obligor  making  the  payment  is                       able  to  demonstrate  that  the  payment  could  have  been  made  to  the  Lender                       without  the  Tax  Deduction  had  that  Lender  complied  with  its  obligations  under                       paragraph g) below.   e)        If  an  Obligor  is  required  to  make  a  Tax  Deduction,  that  Obligor  shall  make  that  Tax            Deduction and any payment required in connection with that Tax Deduction within the time            allowed and in the minimum amount required by law.    f)        Within  thirty  (30)  days  of  making  either  a  Tax  Deduction  or  any   payment  required  in            connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to            the Agent for the Finance Party evidence reasonably satisfactory to that Finance Party that            the Tax Deduction has been made or (as applicable) any appropriate payment paid to the            relevant taxing authority.   g)        A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is            entitled shall co-operate in completing any procedural formalities necessary for that Obligor            to obtain authorisation to make that payment without a Tax Deduction.   h)        A Lender shall promptly provide a Tax Confirmation to the Agent when it becomes a party            to this Agreement and the Agent shall promptly send the Tax Confirmation it receives to            the Borrower. The Agent may request a Lender to provide a Tax Confirmation in a specific            format. A Lender shall promptly notify the Borrower and the Agent if there is any change in            the position from that set out in the Tax Confirmation.   12.3      Tax indemnity  a)        The   Borrower   shall  (within  three  (3)  Business  Days  of  demand  by  the  Agent)  pay  to  a            Protected  Party  an  amount  equal  to  the  loss,  liability  or  cost  which  that  Protected  Party            determines will be or has been (directly or indirectly) suffered for or on account of Tax by            that Protected Party in respect of a Finance Document.   b)        Paragraph a) above shall not apply:              (i)        with respect to any Tax assessed on a Finance Party:                        (A)       under  the  law  of  the  jurisdiction  in  which  that  Finance  Party  is                                 incorporated  or,  if  different,  the  jurisdiction  (or  jurisdictions)  in  which                                 that Finance Party is treated as resident for tax purposes; or     10127241/1                                                                                                  35  





 






                                                                                           EXECUTION VERSION                         (B)       under  the  law  of  the  jurisdiction  in  which  that  Finance  Party's  Facility                                 Office  is  located  in  respect  of  amounts  received  or  receivable  in  that                                 jurisdiction,                         if that Tax is imposed on or calculated by reference to the net income received or                       receivable (but not any sum deemed to be received or receivable) by that Finance                       Party; or             (ii)       to the extent a loss, liability or cost:                         (A)       is  compensated  for  by  an  increased  payment  under  Clause     12.2  (Tax                                 gross-up); or                        (B)       would  have  been  compensated  for  by  an  increased  payment  under                                 Clause 12.2 (Tax gross-up) but was not so compensated solely because                                 one  of  the  exclusions  in  paragraph  d)  of  Clause 12.2  (Tax  gross-up)                                 applied; or                        (C)       relates to a FATCA Deduction required to be made by a Party.   c)        A Protected Party making, or intending to make, a claim under paragraph a) above shall            promptly  notify  the  Agent  of  the  event  which  will  give,  or  has  given,  rise  to  the  claim,            following which the Agent shall notify the Borrower.   d)        A  Protected  Party  shall,  on  receiving  a  payment  from  an  Obligor  under  this Clause 12.3,            notify the Agent.   12.4      Tax Credit  If an Obligor makes a Tax Payment and the relevant Finance Party determines that:   a)        a Tax Credit is attributable to an increased payment of which that Tax Payment forms part,            to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was            required; and   b)        that Finance Party has obtained and utilised that Tax Credit,   the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave  it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment  not been required to be made by the Obligor.   12.5      Stamp taxes  a)        The   Borrower   shall  pay  and,  within  three  (3)  Business  Days  of  demand,  indemnify  each            Finance Party against any cost, loss or liability that Finance Party incurs in relation to all            stamp  duty,  registration  and  other  similar  Taxes  payable  in  respect  of  any  Finance            Document.   b)        The  relevant  Finance  Party  shall,  if  it  intends  to  make  a  claim  pursuant  to  paragraph  a)            above, promptly notify the Borrower of the event giving rise to the claim and shall as soon            as practicable, provide a certificate confirming the amount of the claim.    10127241/1                                                                                                  36  





 






                                                                                           EXECUTION VERSION    12.6      VAT  All  amounts   set  out,  or  expressed  to  be payable  under  a  Finance  Document  by  any  Party  to  a  Finance Document shall be deemed to be exclusive of any VAT. If VAT is chargeable, the Borrower  shall  pay  to  the  Agent  for  the  account  of  such  Finance  Party  (in  addition  to  the  amount  required  pursuant to the Finance Documents) an amount equal to such VAT.   12.7      FATCA Information  a)        Subject  to   paragraph  c)  below,  each  Party  shall,  within  ten  (10)  Business  Days  of  a            reasonable request by another Party:             (i)      confirm to that other Party whether it is:                        (A)       a FATCA Exempt Party; or                        (B)       not a FATCA Exempt Party;             (ii)     supply  to  that  other  Party  such  forms,  documentation  and  other  information                     relating to its status under FATCA as that other Party reasonably requests for the                     purposes of that other Party's compliance with FATCA; and             (iii)    supply  to  that  other  Party  such  forms,  documentation  and  other  information                     relating to  its  status  as  that  other  Party  reasonably  requests  for  the  purposes  of                     that  other  Party's  compliance  with  any  other  law,  regulation,  or  exchange  of                     information regime.   b)        If a Party confirms to another Party pursuant to paragraph a)(i) above that it is a FATCA            Exempt  Party  and  it  subsequently  becomes  aware  that  it  is  not  or  has  ceased  to  be  a            FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.   c)        Paragraph a) above shall not oblige any Finance Party to do anything, and paragraph a)(iii)            above  shall  not  oblige  any  other  Party  to  do  anything,  which  would  or  might  in  its            reasonable opinion constitute a breach of:             (i)      any law or regulation;             (ii)     any fiduciary duty; or             (iii)    any duty of confidentiality.   d)        If a Party fails to confirm whether or not it is    a FATCA Exempt Party or to supply forms,            documentation  or  other  information  requested  in  accordance  with  paragraph  a)(i)  or  (ii)            above (including, for the avoidance of doubt, where paragraph c) above applies), then such            Party  shall  be  treated  for  the  purposes  of  the  Finance  Documents  (and  payments  under            them) as if it is not a FATCA Exempt Party until such time as the Party in question provides            the requested confirmation, forms, documentation or other information.   12.8      FATCA Deduction  a)        Each  Party  may  make  any  FATCA  Deduction  it  is  required  to  make  by  FATCA,  and  any            payment required in connection with that FATCA Deduction, and no Party shall be required            to increase any payment in respect of which it makes such a FATCA Deduction or otherwise            compensate the recipient of the payment for that FATCA Deduction.    10127241/1                                                                                                  37  





 






                                                                                           EXECUTION VERSION    b)        Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or            that there is any change in the rate or the basis of such FATCA Deduction), notify the Party            to whom it is making the payment and, in addition, shall notify the Borrower and the Agent            and the Agent shall notify the other Finance Parties.   13        INCREASED COSTS  13.1      Increased Costs  a)        Subject to Clause 13.3 (Exceptions) the Borrower shall, within three (3) Business Days of a            demand by the Agent, pay for the account of a Finance Party the amount of any Increased            Costs incurred by that Finance Party or any of its Affiliates as a result of:               (i)       the  introduction  of  or  any  change  in  (or  in  the  interpretation,  administration  or                       application of) any law or regulation made after the date of this Agreement;              (ii)      compliance with any law or regulation made after the date of this Agreement;               (iii)     the  implementation  or  application  of,  or  compliance  with,  Basel  III,  CRD  IV  or                       CRR; or              (iv)      the  implementation  or  application  of,  or  compliance  with,  IFRS  9  or  any  other                       changes in relevant reporting standards,     b)        In this Agreement:             "Basel III" means:             (i)        the agreements on capital requirements, a leverage ratio and liquidity standards                       contained  in "Basel  III:  A  global  regulatory  framework  for  more  resilient  banks                       and  banking  systems",     "Basel  III:  International  framework  for  liquidity  risk                       measurement, standards and monitoring"         and  "Guidance  for national authorities                       operating the countercyclical capital buffer" published by the Basel Committee on                       Banking  Supervision  in  December  2010,  each  as  amended,  supplemented  or                       restated;             (ii)       the rules for global systemically important banks contained in "Global systemically                       important  banks:  assessment  methodology  and  the  additional  loss  absorbency                       requirement    –  Rules  text’  published  by  the  Basel  Committee  on  Banking                       Supervision in November 2011, as amended, supplemented or restated; and             (iii)      any further guidance or standards published by the Basel Committee on Banking                       Supervision relating to "Basel III".             "CRD IV"    means   Directive  2013/36/EU of the European Parliament and of the Council of            26 June 2013 on access to the activity of credit institutions and the prudential supervision            of  credit  institutions  and  investment  firms  amending  Directive  2002/87/EC  and  repealing            Directive 2006/48/EC and 2006/49/EC.             "CRR" means Regulation (EU) No 575/2013 of the European Parliament and of the Council            of 26 June 2013 on prudential requirements for credit institutions and investment firms and            amending Regulation (EU) No 648/2012.    10127241/1                                                                                                  38  





 






                                                                                           EXECUTION VERSION              "IFRS 9" means the International Financial Reporting Standard (IFRS) by the International            Accounting Standards Board (IASB) designated as "IFRS 9" and replacing IAS 39.             "Increased Costs" means:             (i)        a reduction in the rate of return from the Facilities or on a Finance Party's (or its                       Affiliate's) overall capital;             (ii)       an additional or increased cost; or             (iii)      a reduction of any amount due and payable under any Finance Document,             which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it            is  attributable  to  that  Finance  Party  having  entered  into  its  Commitment  or  funding  or            performing its obligations under any Finance Document.   13.2      Increased cost claims  a)        A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall            notify  the  Agent  of  the  event  giving  rise  to  the  claim,  following  which  the  Agent  shall            promptly notify the Borrower.   b)        Each Finance  Party shall,  as soon as practicable after a demand by the Agent, provide a            certificate  confirming  the  amount  of   its  Increased  Costs,  and  the  Agent  shall  promptly            forward such certificate to the Borrower.   13.3      Exceptions  a)        Clause 13.1 (Increased Costs) does not apply to the extent any Increased Cost is:             (i)        attributable to a Tax Deduction required by law to be made by an Obligor;              (ii)       compensated  for  by  Clause       12.2   (Tax  Indemnity)     (or  would  have  been                       compensated for under Clause 12.2 (Tax Indemnity) but was not so compensated                       solely  because  any  of  the  exclusions  in  paragraph  b)  of  Clause     12.2   (Tax                       Indemnity) applied);              (iii)      attributable to a FATCA Deduction required to be made by a Party;              (iv)       attributable  to  the  implementation  or  application  of  or  compliance  with  the                       "International  Convergence  of  Capital  Measurement  and  Capital  Standards,  a                       Revised Framework" published by the Basel Committee on Banking Supervision in                       June 2004 in the form existing on the date of this Agreement ("Basel II") or any                       other law or regulation which implements Basel II (whether such implementation,                       application or compliance is by a    government, regulator, Finance Party or any of                       its Affiliates);             (v)        attributable to the wilful breach by the    relevant Finance  Party or its  Affiliates of                       any law or regulation.   b)        In this Clause 13.3, a reference to "Tax Deduction" has the same meaning given to that            term in Clause 12.1 (Definitions).    10127241/1                                                                                                  39  





 






                                                                                           EXECUTION VERSION    14        OTHER INDEMNITIES   14.1      Currency indemnity   a)        If  any  sum  due  from  an  Obligor under the  Finance  Documents  (a     "Sum"),  or  any  order,            judgement  or  award  given  or  made  in  relation  to  a  Sum,  has  to  be  converted  from  the            currency (the   "First Currency") in which that Sum is payable into another currency (the            "Second Currency") for the purpose of:             (i)        making or filing a claim or proof against that Obligor;             (ii)       obtaining or enforcing an order, judgement or award in relation to any litigation                       or arbitration proceedings,             that Obligor shall as an independent obligation, within three (3) Business Days of demand,            indemnify each Finance  Party to whom that Sum          is due against any cost, loss or liability            arising out of or as a result of the conversion including any discrepancy between (A) the            rate  of  exchange  used  to   convert  that  Sum  from  the  First  Currency  into  the  Second            Currency and (B) the rate or rates of exchange available to that person at the time of its            receipt of that Sum.   b)        Each Obligor waives any right it may have in any jurisdiction to pay any amount under the            Finance Documents in a currency or currency unit other than that in which it is expressed            to be payable.    14.2      Sanctions indemnity  Each  Obligor  shall,  on  demand,  indemnify  each     Finance  Party  against  any  cost,  loss  or  liability  incurred by it as a result of any claim, action, civil penalty or fine against, any settlement, and any  other kind of loss or liability, and all reasonable costs and expenses (including reasonable counsel  fees and disbursements) incurred by the Agent or any Lender as a result of conduct of any Obligor  or any of their directors, officers, employees, that violates any Sanctions Laws.   14.3      Other indemnities  The Borrower shall (or shall procure that an Obligor will) within three (3) Business Days of demand,  indemnify each Finance Party against any costs, loss or liability incurred by that Finance Party as a  result of:   a)        the occurrence of any Event of Default;    b)        a  failure  by an  Obligor to  pay  any  amount  due  under  the  Finance  Documents  on  its  due            date, including without limitation, any cost, loss or liability arising as a result of Clause 26            (Sharing among the Finance Parties);   c)        the funding, or making arrangements to fund, its participation in        a Loan requested by the            Borrower  in  a  Drawdown  Notice  but  not  made  by  reason  of  the  operation  of  any  one  or            more of the provisions of this Agreement (other than by reason of default or negligence by            that Lender alone); or   d)        a  Loan  (or  part of a Loan)  not  being  prepaid  in  accordance  with  a  notice  of  prepayment            given by the Borrower.    10127241/1                                                                                                  40  





 






                                                                                           EXECUTION VERSION    14.4      Indemnity to the Agent  The Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the  Agent (acting reasonably) as a result of:    a)        investigating any event which it reasonably believes is a possible Event of Default;    b)        acting  or  verifying  any  notice,  request  or  instruction  which  it  reasonably  believes  to  be            genuine, correct or appropriately authorised;    c)        instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or            experts as permitted under this Agreement; or   d)        any cost, loss or liability (including, without limitation, for negligence or any other category            of  liability  whatsoever) incurred  by  the  Agent  (otherwise  than  by  reason  of  the  Agent's            gross negligence or wilful misconduct) in acting as Agent under the Finance Documents.    14.5      Indemnity to the Security Agent   a)        The Borrower shall promptly indemnify the Security Agent against any cost, loss or liability            incurred by it as a result of:              (i)   the  taking,  holding,  protection  or  enforcement  of  the  Security  Documents  or  any                   other Finance Documents,              (ii)  acting or relying on any notice, request or instruction which it reasonably believes to                   be genuine, correct and appropriately authorised;              (iii) the  exercise  of  any  of  the  rights,  powers,  discretions  and  remedies  vested  in  the                   Security Agent by the Finance Documents or by law;               (iv)  any default by an Obligor in the performance of any of the obligations expressed to                   be assumed by it in the Finance Documents; or              (v)   acting as Security Agent under the Finance Documents or which otherwise relates to                   any of the assets subject to the Security Documents (otherwise, in each case, than                   by reason of the Security Agent's gross negligence or wilful misconduct).   b)        The Security Agent may, in priority to any payment to the Finance Parties, indemnify itself            out  of  the  assets  subject  to  the  Security  Documents,  and  pay  and  retain,  all  sums            necessary to give effect to the indemnity in this Clause       14.5  and shall have a lien on the            Security Documents and the proceeds of the enforcement of the Security Documents for all            monies payable to it.   15        MITIGATION BY THE LENDERS  15.1      Mitigation  a)        Each Finance Party shall, in consultation with the Borrower, take all reasonable steps (for a            period of fifteen (15) Business Days) to mitigate any circumstances which arise and which            would result in any amount becoming payable under or pursuant to, or cancelled pursuant            to, any of:             (i)        Clause 7.3 (Mandatory prepayment – Illegality);    10127241/1                                                                                                  41  





 






                                                                                           EXECUTION VERSION              (ii)       Clause 12 (Tax gross-up and indemnities); and              (iii)      Clause 13 (Increased Costs),              including  (but  not  limited  to) transferring  its  rights  and  obligations  under  the  Finance            Documents to another Affiliate.   b)        Paragraph  a)  does  not in   any  way  limit the  obligations  of  any  Obligor  under the  Finance            Documents.   15.2      Limitation of liability  a)        The  Borrower  shall   promptly   indemnify  each  Finance  Party  for  all  costs  and  expenses            reasonably   and  properly   incurred  by  that  Finance  Party  as a result  of  steps  taken  by  it            under Clause 15.1 (Mitigation).   b)        A Finance Party is not obliged to take any steps under this Clause 15.1 if, in the opinion of            that Finance Party (acting reasonably), to do so might be prejudicial to it.   16        COSTS AND EXPENSES  16.1      Transaction expenses  The Borrower shall promptly on demand pay to the Agent            (for distribution to the relevant Finance  Party) the amount of all costs and expenses (including legal fees) reasonably and properly incurred  by  any  of  them   in  connection  with  the  negotiation,  preparation,  printing,  perfection,  execution,  registration and syndication of:   a)        this Agreement and any other documents referred to in this Agreement; and    b)        any other Finance Documents executed after the date of this Agreement.    16.2      Amendment and enforcement costs, etc  The  Borrower  shall,  within  three  (3)  Business  Days  of  demand,  reimburse  the  Agent  or  another  Finance Party for the amount of all     costs  and expenses (including    internal and external   legal fees)  reasonably and properly incurred by it in connection with:   a)        the granting of any release, waiver or consent under the Finance Documents;   b)        any amendment or variation of any of the Finance Documents; and   c)        the  preservation,  protection,  enforcement  or  maintenance  of,  or  attempt  to  preserve  or            enforce,  any  of  the  rights  of  the  Finance  Parties  under  the  Finance  Documents.                                                                           10127241/1                                                                                                  42  





 






                                                                                           EXECUTION VERSION                                                     SECTION 7                                        GUARANTEE AND SECURITY   17        GUARANTEE AND INDEMNITY  17.1      Guarantee and indemnity  Each Guarantor hereby irrevocably and unconditionally guarantees, as primary obligors as and for its  own debt and not merely as surety       (No.  selvskylderkausjon)   to each Finance    Party, on a joint and  several basis with the other Guarantor:   a)        the due and punctual payment by the Borrower of any and all sums which are now or at            any  time  hereafter  will  be  payable  by  the  Borrower  under  or  in  respect  of  the  Finance            Documents  in  accordance  with  the  terms  and  provisions  thereof  (including,  without            limitation,  principal,  interest,  default  interest,  legal  fees  and  other  fees,  Break  Costs,            transaction  and  enforcement  costs  and  any  other  costs,  expenses,  Taxes  and  Tax            indemnities, currency indemnities and any other indemnities, claims for damages and any            other  costs  and  expenses  in  respect  of  any  Event  of  Default  or  any  other  breach  by  the            Borrower under the Finance Documents);   b)        the  due  and  punctual  performance  by  the  Borrower  of  all  of  the  Borrower's   obligations            under or in respect of the Finance Documents; and   c)        to indemnify each Finance Party immediately upon the Agent's first written demand against            any  loss,  liability,  costs  and  expenses  suffered,  incurred  or  paid  by  that  Finance  Party  if            any obligation of the Borrower is or becomes unenforceable, invalid or illegal   (such amounts together referred to as the "Outstanding Indebtedness").    17.2      Payment upon first demand  If the Borrower shall fail to pay any sum under the Finance Documents as and when such sum shall  become due and payable,       each  Guarantor shall immediately upon the Agent's       first written demand  pay to the Agent for the account of the relevant Finance Party an amount equal to such sum which  the Borrower shall not have paid, such payment to be made in immediately available funds to the  account  of  the  Agent,  as  the  Agent  may  designate,  without  set-off  or  counter-claim  and  free  and  clear of and without deduction for or on account of any present or future Taxes.   17.3      No limitation on number of demands  Demands under this      Clause  17 may be made by the Agent        (on behalf of the Finance Parties)    from  time  to  time  and  there  shall  be  no  limitation  in  the  number  of  demands  which  can  be  made  hereunder.   17.4      Maximum guarantee liability  The total liability of each Guarantor under this Clause 17 shall, in the aggregate, always be limited  to USD   120,000,000,    plus any unpaid amount of interest, fees, liability, costs and expenses under  the Finance Documents.   17.5      Continuing guarantee  This Guarantee shall be a continuing guarantee which shall be effective as of the date hereof and  shall remain in full force and effect until payment in full has been received by the Agent (on behalf  of the Finance Parties) of the Outstanding Indebtedness.    10127241/1                                                                                                  43  





 






                                                                                           EXECUTION VERSION    17.6      No discharge  The  obligations  of  each   Guarantor  under  this   Clause   17  shall  not  be  discharged,  impaired  or  otherwise affected by reason of any of the following events or circumstances regardless of whether  any such events or circumstances occur with or without such Guarantor's knowledge and consent:   a)        any  total  or  partial  invalidity,  irregularity,  illegality,  unenforceability,  imperfection  or            avoidance of or any defect in any security granted by, or the obligation of          the Borrower,            the  Finance  Parties   or  any  other  person  under  the  Finance  Documents  or  any  other            document or security;   b)        any time, waiver, consent or other indulgence granted to the Borrower or any other person            or any composition or arrangement made by any Finance Party or any other person with            the Borrower or any other person;   c)        any increase or reduction of the amount of a Loan, or variation of the terms and conditions            for  its  repayment  (including  without  limitation,  the  rate  and/or  method  of  calculation  of            interest payable on any Loan);   d)        any amendment, modification, replacement, supplement, variation, compromise, extension            or renewal   of any Finance Document or any right against any security over any assets of            the Borrower or any other person;   e)        any refusal or neglect to take up or perfect or enforce or any release, indulgence or other            relief granted under any Finance Document or any rights against or any security over any            assets of  the  Borrower or any other person or any failure to realize the full value of any            security;   f)        any  transfer,  assignment,  assumption  or  novation  of  rights  and  obligations  under  the            Finance Documents by the Borrower, a Lender or any other person;   g)        any incapacity or lack of power, authority or legal personality of or dissolution or change in            the members or status of the Borrower, a Lender or any other person;   h)        any    corporate    reorganisation,    reconstruction,   amalgamation,      dissolution,   merger,            acquisition  or  any  other  alteration  in  the  corporate  existence  or  structure  of  any  of  the            Finance Parties, the Borrower or any other person; or   i)        any  insolvency  or  similar  proceedings  concerning    the  Borrower,  a  Lender  or  any  other            person.   17.7      Waiver  Each Guarantor specifically waives all rights under the provisions of the FA Act not being mandatory  provisions, including the following provisions (the main contents of the relevant provisions being as  indicated in the brackets):   a)        § 62 (1) (a) (to be notified of any security the giving of which was a precondition for the            advance of a Loan, but which has not been validly granted or has lapsed);   b)        § 63 (1) - (2) (to be notified of any Event of Default under the Agreement and to be kept            informed thereof);    10127241/1                                                                                                  44  





 






                                                                                           EXECUTION VERSION    c)        § 63 (3) (to be notified of any extension granted to the Borrower in payment of principal            and/or interest);   d)        §  63  (4)    (to  be  notified  of  any  of  the  Borrower's  bankruptcy  proceedings  or  debt            reorganisation proceedings and/or any application for the latter);   e)        § 65 (3) (that the consent of the Guarantor is required for the Guarantor to be bound by            amendments to the Finance Documents that may be detrimental to its interest);   f)        § 66 (1)    - (2) (that the Guarantor shall be released from liabilities hereunder if      security            which was given, or the giving of which was a precondition for the advance of            a Loan, is            released by any of the Finance Parties without the consent of the Guarantor);   g)        § 66 (3) (that the Guarantor shall be released from its liabilities hereunder if, without its            consent, security the giving of which was a precondition for the advance of a Loan, was not            validly granted);   h)        § 67 (2) (about reduction of the Guarantor's liabilities hereunder);   i)        § 67 (4) (that the Guarantor's liabilities hereunder shall lapse after ten (10) years, as the            Guarantor shall remain liable hereunder as long as any amount is outstanding under the            Finance Documents);   j)        §  70  (as  the  Guarantor  shall  have  no  right  of  subrogation  into the  rights  of the  Finance            Parties  under  the   Finance  Documents     until  and  unless  the  Finance  Parties  shall  have            received all amounts due or to become due to them under the Finance Documents);   k)        § 71 (as the Finance Parties shall have no liability first to make demand upon or seek to            enforce  remedies  against    the Borrower  or  any  other  security  provided  in  respect  of the            Borrower's   liabilities under the Finance Documents     before seeking to enforce the security            created hereunder);   l)        §  72   (as  all  interest  and  default  interest  due  under  the Finance  Documents     shall  be            secured hereunder);   m)        §  73  (1)   -  (2)  (as  all  costs  and  expenses  related  to  a  default  under  the   Finance            Documents shall be secured hereunder); and   n)        § 74 (1)    - (2)  (as the Guarantor shall make no claim against the Borrower for payment            until and unless the Finance Parties first shall have received all amounts due or to become            due to them under the Finance Documents).   17.8      Reinstatement   If any payment by     the  Borrower, any other guarantor or any other provider of security under the  Finance Documents must be repaid, or any discharge given by a Lender (whether in respect of the  obligations of the Borrower, another guarantor or any security for those obligations or otherwise) is  avoided or reduced, as a result of insolvency or any similar event:    a)        the liability of the Guarantors   shall continue as if such payment, discharge, avoidance  or            reduction had not occurred; and    10127241/1                                                                                                  45  





 






                                                                                           EXECUTION VERSION    b)        the  Finance  Parties  shall  be  entitled  to  recover  the  value  or  amount  of  that  security  or            payment from the Guarantors, as if such payment, discharge, avoidance or reduction had            not occurred.   17.9      Undertaking  Each Guarantor undertakes to the Agent that as long as this Guarantee is effective:   a)        following receipt of a notice from the Agent of the occurrence of any Event of Default, the            Guarantor will not make a demand for any claim of moneys due to the Guarantor from the            Borrower  or  any  other  guarantor,  or  exercise  any  other  right  or  remedy  to  which    the            Borrower or any other guarantor are entitled to in respect of such moneys unless and until            all moneys due and payable by the Borrower have been irrevocably paid in full;   b)        if the Borrower or any other guarantor becomes the subject of an insolvency proceeding or            shall be wound up or liquidated, the Guarantor shall not (unless so instructed by the Agent            and  then  only  on  condition  that  the  Guarantor  holds  the  benefit  of  any  claim  in  such            insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any            claim in such insolvency, winding-up or liquidation until all the Outstanding Indebtedness            owing or due has been irrevocably paid in full;   c)        if the Guarantor being in breach of     paragraphs a) and b)     above receives or recovers any            money pursuant to such exercise, claim or proof as therein referred to, such moneys shall            be held by the Guarantor for the Agent to apply the same as if they were money received            or recovered by the Agent under this Guarantee; and   d)        it  will  not  take  or  has  not  taken  from the  Borrower  any  security  whatsoever  for  the            obligations guaranteed hereunder.    17.10     Immediate recourse   The Agent shall not be required to take any action against         the  Borrower,  either  Guarantor   or any  other person before claiming from either or both of the Guarantors (in its sole discretion) under this  Clause 17.   17.11     No right of recourse and no security  The Guarantors shall have no right of recourse against the Borrower, any other guarantor or any of  their respective bankruptcy estate for any amount paid by the Guarantors under this Guarantee for  so long as any part of the Outstanding Indebtedness remains outstanding, and the Guarantors shall  not be entitled to obtain from     the Borrower any security for any such right of recourse  which the  Guarantors may have after such time. Any such security which the Guarantors might obtain shall be  regarded  as  supplementary  security  in  favour  of  the  Finance  Parties.  The  Guarantors        hereby  renounce any and all such claims it has or may get against the Borrower or any other guarantor for  as long as any part of the Outstanding Indebtedness remains outstanding.   17.12     No subrogation in Finance Parties' security   The Guarantors    shall have no right to subrogate, wholly or partly, in any security provided to the  Finance Parties pursuant to the Finance Documents or in any other way until all of the Outstanding  Indebtedness has been fully and finally paid.   17.13     Action  Without affecting the obligations of either Guarantor hereunder, the Agent, the other Finance Parties  may  take  such  action  as  the  Agent,  the  other  Finance  Parties,  as  the  case  may  be,  in  their  own    10127241/1                                                                                                  46  





 






                                                                                           EXECUTION VERSION    discretion may consider appropriate against       the Borrower, the Guarantors     or any other persons or  parties  or  securities  to  recover  monies  due  and  payable  in  respect  of  the  obligations  under  the  Finance Documents.   17.14     Knowledge of the additional security  Each Guarantor acknowledges and agrees that:   a)        it has received a copy of and has full knowledge of the security which is to be granted in            respect of the amounts outstanding under the Finance Documents;    b)        this Guarantee is in addition to and is not in any way prejudiced by any other guarantee or            security  now  or  subsequently  held  by  any  Finance  Party  as  security  for  the  Borrower's            obligations under the Finance Documents.   17.15     Assignment  The  Agent  and  the  Finance  Parties  may  assign  or transfer  the  rights under  this  Guarantee   to  any  person to whom the rights and obligations of such Finance Party under the Agreement are wholly or  partly  assigned  or  transferred  to  in  accordance  with  Clause   25  (Changes  to  the  Parties)  of  the  Agreement.   17.16     Expenses  The Guarantors    shall pay to the Agent on demand on a full indemnity basis all charges, costs and  expenses  (including  the  legal  fees)   reasonably  and   properly  incurred  by  the  Finance  Parties  in  connection with the preservation and enforcement of any of the rights of the Finance Parties           under  this Guarantee.   17.17     No implied waivers  No delay or failure by the Agent or any other Finance Party to exercise any right or remedy under  this Guarantee shall operate or be construed as a waiver of such rights or remedies unless otherwise  expressly stated in writing by the Agent      or such Finance  Party. No partial exercise of any right      or  remedy  shall  prevent  any  further  or  other  exercise  of  such  right  or  remedy  or  any  other  right  or  remedy. No express waiver of any rights or remedies in respect of an Event of Default or any other  event by the Agent, any other Finance Party shall operate or be construed as a waiver of any rights  or remedies in respect of any similar or other Event of Default or events.   18        SECURITY  18.1      Security Documents  The Borrower's obligations and liabilities under the Finance Documents, including (without limitation)  the  Borrower's   obligation  to  repay  the  Loans  together  with  all  unpaid  interest,  default  interest,  commissions, charges, expenses and any other derived liability whatsoever of the Borrower towards  the  Lenders,  the  Agent  or  any  other  Finance  Party  in  connection  with  this  Agreement  or  another  Finance Document, shall at any time until all amounts due to the Finance Parties under the Finance  Documents have been paid and/or repaid in full, be cross collaterally secured by:   (i)       the Account Pledge;   (ii)      the Assignment of Earnings and Charterparties;   (iii)     the Assignment of Hedging Claims;    10127241/1                                                                                                  47  





 






                                                                                           EXECUTION VERSION    (iv)      the Assignment of Insurances;   (v)       the Assignment of Intercompany Loans;   (vi)      the Guarantees;    (vii)     the Mortgage; and   (viii)    the Share Pledge.   18.2      Security for Hedging Agreements  For  the  avoidance  of  doubt,  the  Security  Interest  created  by  the  Security  Documents  shall   also  secure the Borrower's obligations under the Hedging Agreements on a pro rata basis, but subject to  a subordinated distribution of proceeds in accordance with Clause 29.5 (Partial payments).   The Borrower shall ensure that the Mortgage be amended to cover any and all Hedging Agreements  entered into subsequent to the date of the Mortgage, on terms acceptable to the Security Agent and  without undue delay from entry into of any such Hedging Agreement, in order to secure that any  liability of the Borrower under any and all Hedging Agreements are secured under the Mortgage.   18.3      Perfection and further assistance  Each  Obligor   undertakes  to  ensure  that  the  above  Security  Documents     be  duly  executed  by  the  parties thereto  in  favour  of  the Security Agent  (on  behalf  of  the  Finance  Parties) on  or  about the  date of this Agreement (or if not possible, as soon as practically possible), and legally valid and in  full force and effect throughout the Security Period. Each Obligor further undertake to take all such  action as is available to it (including making all filings and registrations) as may be necessary for the  purpose of the creation, perfection, protection,     maintenance    or realisation of any Security   Interest  conferred or intended to be conferred on the Security Agent or the Finance Parties by or pursuant to  the Finance Documents.   18.4      Share Pledge - waiver of recourse  If the Security Agent enforces the Share Pledge, each Guarantor hereby irrevocably (i) waives any  and all of its claims against the Borrower and releases the Borrower from any and all liabilities to  each Guarantor, including but not limited to any liabilities of the Borrower under any  intra-group or  shareholder loans and any liability to each Guarantor and the Borrower under any recourse claims  (the "Borrower Liabilities"), and (ii) authorises the Security Agent and grants power of attorney to  the Security Agent to (without any consent, sanction, authority or further confirmation from any  other party), to release any and all of the Borrower Liabilities, in order to allow for a sale of the  shares in the Borrower to be completed without any claims of any Guarantor  continuing to exist  against the Borrower following such sale to the extent permitted by applicable mandatory laws.    10127241/1                                                                                                  48  





 






                                                                                           EXECUTION VERSION                                                     SECTION 8                   REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT     19        REPRESENTATIONS AND WARRANTIES  Each  Obligor  makes  the  representations  and  warranties  set  out  in  this  Clause 19  to  each  Finance  Party on the date of this Agreement:   19.1      Status and ownership  a)        It  is  a  company  with  limited  liability  or  corporation,  as  applicable,  duly  incorporated  and            validly existing under the law of its jurisdiction of incorporation;    b)        It has the power to own its assets and carry on its business as it is being conducted;   c)        The Intermediate Parent owns directly one hundred per cent. (100.00%) of the shares and            voting rights in the Borrower; and   d)        The  Ultimate  Parent  owns    directly  one  hundred  per  cent.  (100.00%)  of  the  shares  and            voting rights in the Intermediate Parent.   19.2      Insolvency  No   corporate  action,  legal  proceeding  or  other  procedure  or  step  described  in  Clause        24.7  (Insolvency  proceedings)    or  creditors'  process  described  in  Clause 24.8  (Creditors'  process),  has  been  taken  or  threatened  in  relation  to  an  Obligor,  and  none  of  the  circumstances  described  in  Clause 24.6 (Insolvency) applies to an Obligor.   19.3      Binding obligations   a)        The Finance Documents and Transaction Documents to which it is a party constitute legal,            valid, binding and enforceable obligations.   b)        Save as provided herein or therein and/or as have been or shall be completed prior to the            Drawdown  Date,  no  registration,  filing,  payment  of  tax  or  fees  or  other  formalities  are            necessary  or  desired  to  render  the   Finance   Documents  enforceable      against  it,  and  in            respect of  the  Vessel, for  the Mortgage to constitute a valid and enforceable first priority            mortgage over the Vessel.   19.4      No conflict with other obligations  The  entry  into  and  performance     by  it of,  and  the  transactions  contemplated  by,  the     Finance  Documents and/or the Transaction Documents do not and will not conflict with:   a)        any  law  or  regulation   applicable  to  it any  present  law  or  regulation  applicable  to  it            (including  Directive  1905/60/EC  of  the  European  Parliament  and  of  the  Council  of  the            European  Communities  Union  of  26  October  2005,  implemented  to  combat  money            laundering);   b)        any of its constitutional documents; or   c)        any agreement or document to which it is a party or by which it or any of its assets are            bound.    10127241/1                                                                                                  49  





 






                                                                                           EXECUTION VERSION    19.5      Power and authority  It has the power to enter into, perform and deliver, and has taken all necessary actions to authorise  its entry into, performance and delivery of, the      Finance  Documents    and Transaction Documents       to  which it is a party and the transactions contemplated       by those Finance Documents and Transaction  Documents.    19.6      Governing law and enforcement  a)        The  choices   of governing   law  of  the relevant Finance  Documents  will  be  recognised  and            enforced in its jurisdiction of incorporation.   b)        Any  judgment  obtained  in  relation  to  a  Finance  Document        in  the  jurisdiction  of  the            governing law will be recognised and enforced in its Relevant Jurisdiction.   19.7      Authorisations and consents  All Authorisations required by    it (i) in connection with the entering into, performance, validity and  enforceability of the Finance Documents and the transactions contemplated hereby and thereby, and  (ii) to make  the  Finance  Documents  to  which  it  is  a  party  admissible  in  evidence  in  its Relevant  Jurisdiction, have been obtained or effected and are in full force and effect.   19.8      Taxes  a)        It has complied with all taxation laws in all jurisdictions where it is subject to taxation and            has  paid  all applicable  Taxes  and  other  amounts  due  to  governments  and  other  public            bodies   where  failure  to  do  so  is  reasonably  likely  to  have  a  Material  Adverse  Effect. No            claims are being asserted against it with respect to any Taxes or other payments due to            public  or  governmental  bodies,  which  are  reasonably  likely  to  have  a  Material  Adverse            Effect.    b)        It is not required to make any Tax Deductions (as defined in Clause 12.1 (Definitions)) for            or on account of Tax from any payment it may make under any of the Finance Documents.   19.9      No filing or stamp taxes  Under the laws of its Relevant Jurisdiction it is not necessary that the Finance Documents be filed,  recorded  or  enrolled  with  any  court  or  other  authority  in  that  jurisdiction  or  that  any  stamp,  registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or  the transactions contemplated by the Finance  Documents, except the registration of the Mortgage  with the Approved Ship Registry, which registrations, filings, taxes and fees shall be made and paid  promptly by the Obligors after the date of the relevant Finance Document.   19.10     No Default  a)        No  Event  of  Default  is  continuing  or  might  reasonably   be  expected  to  result  from  the            making of a Loan or the entry into and performance of or any transaction contemplated by            any of the Finance Documents.     b)        No  other  event   or  circumstances  is  outstanding  which  constitutes  a  default or  (with  the            expiry  of  a  grace  period,  giving  of  notice  or  the  making  of  any  determination  or  any            combination  of  the  foregoing)  might  constitute  a  default  under  any  other  agreement     or            instrument  which  is  binding  on  it or  to  which the its assets  are  subject  which  has  or  is            reasonably likely to have a Material Adverse Effect.     10127241/1                                                                                                  50  





 






                                                                                           EXECUTION VERSION    19.11     No misleading information   a)        Any factual information, documents, exhibits or reports relating to       it and which have been            furnished to the Finance Parties by or on behalf of it for the purposes of this Agreement are            complete and correct in all material respects and do not contain any misstatement of fact            or  omit  to  state  a  fact  making  such  information,  exhibits  or  reports  misleading  in  any            material respect.   b)        Any  financial  projections  contained  in  the  information  referred  to  in  paragraph  a)  above            have been prepared as at their date on the basis of recent historical information and on the            basis  of  assumptions  believed  by  the      Obligor  to  be  reasonable  as  at  the  date  of            preparation.   19.12     Original Financial Statements  a)        The Original   Financial Statements    give a true and fair view of   its financial condition as at            the end of the period to which they related, and have been prepared in accordance with US            GAAP consistently applied.    b)        Since  the  date  of  the  Original Financial  Statements,  there  has  been  no  material  adverse            change in its business or financial condition.   19.13     Pari passu ranking  Its payment obligations under the Finance Documents rank at least pari passu with the claims of all  its other unsecured and unsubordinated creditors, except for obligations preferred by mandatory law  applying to companies generally.   19.14     No proceedings pending or threatened    No  litigation,  arbitration  or  administrative  proceedings  of  or  before  any  court,  arbitral  body  or  agency,  which  if adversely  determined,  might  reasonably  be  expected  to  have  a  Material  Adverse  Effect, have (to its knowledge and belief) been started or threatened against it.   19.15     No immunity  The execution and delivery by it of each Finance Document to which it is a party constitute, and its  exercise of its respective rights and performance of its obligations under each Finance Document will  constitute, private and commercial acts performed for private and commercial purposes, and              it will  not (except for bankruptcy or any similar proceedings) be entitled to claim for        itself or any or all of  its assets immunity from suit, execution, attachment or other legal process in any other proceedings  taken in Norway and/or elsewhere (as the case may be) in relation to any Finance Document.   19.16     No winding-up  It has  not  taken  any  corporate  action  nor  have  any  other  steps  been  taken  or  legal  proceedings  been  started  or  threatened  against    it for its reorganisation   (by  way  of  voluntary  arrangement,  scheme  of  arrangement  or  otherwise),  winding-up,  dissolution,  judicial  management                  or  administration or for the appointment of a receiver, administrator, administrative receiver,          judicial  manager, trustee or similar officer of it or any or all of its assets.   19.17     Environmental compliance  It  has  performed  and  observed  in  all   material  respects  all  Environmental  Laws,  Environmental  Approvals  and  all  other  material    covenants,  conditions,  restrictions  or  agreements  directly  or  indirectly concerned with any contamination, pollution or waste or the release or discharge of any  toxic or hazardous substance in connection with the Vessel.    10127241/1                                                                                                  51  





 






                                                                                           EXECUTION VERSION    19.18     Environmental Claims  No Environmental Claim has been commenced or (to the best of the Obligor's knowledge and belief)  is threatened against it.   19.19     ISM Code and ISPS Code compliance  All requirements of the ISM Code and the ISPS Code as they relate to            any Obligor,   the Managers  and/or the Vessel have been complied with in all material respects.   19.20     The Vessel  The Vessel is:   a)        in the absolute ownership of the Borrower, free and clear of all encumbrances (other than            as  permitted   in  accordance   with  Clause   22.5  (Negative  Pledge    – Collateral))  and  the            Borrower is and will remain the sole, legal and beneficial owner of the Vessel;   b)        registered in the name of the Borrower with an Approved Ship Registry under the laws and            flag of such Approved Ship Registry;   c)        operationally seaworthy in every way and fit for service; and   d)        classed  with    an  Approved  Classification  Society,  free  of  all  overdue  requirements,            recommendations and conditions.   19.21     Anti-corruption laws  The Obligors have    conducted its businesses in compliance with applicable anti-corruption laws and  has instituted and maintained policies and procedures designed to promote and achieve compliance  with such laws.   19.22     No money laundering  a)        It  is  acting  for  its  own  account  in  relation  to  the  Facilities and  in  relation  to  the            performance  and  the  discharge  of  its  obligations  and  liabilities  under  the  Finance            Documents and the transactions and other arrangements effected or contemplated by the            Finance  Documents  to  which  it  is  a  party,  and  the  foregoing  will  not  involve  or  lead  to            contravention  of  any  law,  official  requirement  or  other  regulatory  measure  or  procedure            implemented  to  combat  money  laundering  (as  defined  in  Article  1  of  the  Directive            2005/60/EC  of  the  European  Parliament  and  of       the  Council  of  26  October  2006  (as            amended, supplemented and/or replaced from time to time).   b)        The   Borrower   will  use  the  proceeds  of  the Facilities for  its  own  benefit,  under  its  full            responsibility and exclusively for the purposes specified in this Agreement.   19.23     No breach of laws  Except as notified by the Obligors to the     Agent and accepted in writing by the Agent,       each Obligor  complies in all material respects with any law or regulation applicable to it.   19.24     Sanctions  None of the Obligors nor any of their Subsidiaries and, to their knowledge, none of their respective  directors, officers or employees:   a)        is in breach of any Sanctions;    10127241/1                                                                                                  52  





 






                                                                                           EXECUTION VERSION    b)        is a Restricted Party nor acts directly or indirectly on behalf of a Restricted Party; or   c)        has received notice of or is aware of any claim, action, suit, proceeding, formal notice or            investigation against it with respect to Sanctions.   19.25     Repetition  The Repeating Representations set out in this Clause 19 shall be deemed to be repeated:   a)        on the date of each Drawdown Notice;   b)        on each Drawdown Date;   c)        on the first day of each Interest Period; and   d)        in  each  Compliance  Certificate  forwarded  to  the  Agent  pursuant  to  Clause             20.2            (Compliance  certificate)  (or,  if  no  such  Compliance  Certificate  is  forwarded,  on  each  day            such certificate should have been forwarded to the Agent at the latest).    20        INFORMATION UNDERTAKINGS  The undertakings set out in this Clause 20 shall remain in force from the date of this Agreement and  throughout the Security Period.   20.1      Financial statements   The Ultimate Parent shall supply to the Agent in sufficient copies for all of the Lenders:   a)        as soon as the same      become   available, but  in any event within one hundred and       twenty            (120)  days  after  the  end  of  each   of  its fiscal years,  its consolidated audited  financial            statements for that fiscal year together with the unaudited accounts of the Borrower;    b)        as soon as the same become available, but in any event within sixty (60) days after the            end  of  each   financial  quarter, its unaudited   consolidated   financial  statements  for  that            financial quarter; and   c)        as  soon  as  same  become  available,  but in  any  event   no  later  than  28  February  for  each            year, its budget and cash flow projections.   20.2      Compliance Certificates  The   Ultimate  Parent  shall  supply  to  the  Agent,  with  each  set  of financial  statements  delivered  pursuant to paragraphs a) and b) of Clause 20.1 (Financial statements), a Compliance Certificate in  the form set out in Schedule 5 (Form of Compliance Certificate) signed by the CFO of the Ultimate  Parent  setting  out  (in  reasonable  detail)  computations  as  to  compliance  with  Clause  21 (Financial  covenants)   and  the  Collateral  Maintenance  Test  pursuant  to  Clause  7.1  (Mandatory  prepayment     –  Collateral Maintenance Test), as at the date at which those financial statements were drawn up.    20.3      Vessel's Market Value  Valuations to determine     the Market Value of    the  Vessel shall be obtained by    the Borrower   for the  Borrower's cost prior to the end of each financial half-year and to be sent to the Agent together with  each relevant Compliance Certificate, or, if an Event of Default has occurred, for the Borrower's cost  at  such  further  frequency  as  may  be  requested  by  the  Agent  (acting    on  behalf  of  the  Majority  Lenders).     10127241/1                                                                                                  53  





 






                                                                                           EXECUTION VERSION    20.4      Requirements as to financial statements  The  Obligors  shall procure that each set of financial statements delivered pursuant to Clause          20.1  (Financial  statements)  is  prepared  using    US  GAAP,  accounting  practices  and  financial    reference  periods consistent with those applied in the preparation of the Original Financial Statements for the  Obligors  unless,  in  relation  to  any  set  of  financial  statements,  it  notifies  the Agent  that  there  has  been a change in US GAAP, the accounting practices or reference periods and the Obligor's auditors  deliver to the Agent:   a)        a description of any    change necessary for those financial     statements   to reflect US GAAP,            accounting   practices  and  reference  periods  upon  which    that  Obligor's  Original  Financial            Statements were prepared; and   b)        sufficient information, in form and substance as may be reasonably required by the Agent,            to  enable  the  Lenders  to  determine  whether  Clause     21  (Financial  covenants)  has  been            complied with and make an accurate comparison between the financial position indicated in            those financial statements and that Obligor's Original Financial Statements.   Any reference in this Agreement to those financial statements shall be construed as a reference to  those  financial  statements  as  adjusted  to  reflect  the  basis  upon  which  the  Original  Financial  Statements were prepared.   20.5      Fiscal Year  There shall be no change to any Obligor's fiscal year without the prior written consent of the Agent  (on behalf of the Majority Lenders).    20.6      Information – miscellaneous   The Obligor shall notify the Agent and/or supply to the Agent (in sufficient copies for all the Lenders,  if the Agent so requests):   a)        at the same time as they are dispatched, copies of all documents dispatched by an Obligor            to its creditors generally;   b)        promptly upon becoming aware of them, the details of any litigation,          claim, arbitration or            administrative  proceedings  which  are  current,  threatened  or  pending  against    an  Obligor,            and which might, if adversely determined, have a Material Adverse Effect;    c)        promptly, such further information regarding the business, operations, assets,          operations            (financial or otherwise) and technical data of the Obligors and the Vessel as the Agent may            reasonably  request,  and  which  can  be  delivered  without  breach  of  any  confidentiality            undertakings or any applicable law or rules of a securities/regulatory exchange;   d)        promptly,  such  further  information  reasonably  requested  by  the  Agent  (on  behalf  of  the            Finance  Parties)   in  order  for each  Finance  Party   to  carry  out  and  be  satisfied  it  has            complied  with  all  necessary    "know  your  customer"     or  other  similar  checks  under  all            applicable laws and regulations pursuant to the transactions contemplated in the Finance            Documents;    e)        promptly upon becoming aware of any Change in Ultimate Beneficial             Owner, the name of            the Ultimate Beneficial Owner and such documentation and other evidence as is reasonably            requested by the Agent or any Lender in order for the Agent or such Lender to carry out            and be satisfied it has complied with all necessary "know your customer" or other similar    10127241/1                                                                                                  54  





 






                                                                                           EXECUTION VERSION              checks  under  all  applicable  laws  and  regulations  in  relation  to  the  Ultimate  Beneficial            Owner; and   f)        promptly, upon becoming aware of them, the details of any loss, seizure, capture or piracy            against the Vessel.   20.7      Notification of default  Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it)  promptly upon becoming aware of its occurrence.   20.8      Notification of Environmental Claims  Each  Obligor   shall  inform  the  Agent  in  writing  as  soon  as  reasonably  practicable  upon  becoming  aware of the same:   a)        if any Environmental Claim has been commenced or (to the best of the Obligor's knowledge            and belief) is threatened against an Obligor or the Vessel; and   b)        of  any  fact  and  circumstances  which  will  or  are  reasonably  likely  to  result  in  any            Environmental Claim being commenced or threatened against an Obligor or the Vessel.   20.9      "Know your customer" checks  a)        If:             (i)        the  introduction  of  or  any  change  in  (or  in  the  interpretation,  administration  or                       application of) any law or regulation made after the date of this Agreement;             (ii)       any Change in Ultimate Beneficial Owner after the date of this Agreement;               (iii)      any Applicable KYC Procedures;             (iv)       any change in the status of an Obligor (or of a Holding Company of an Obligor) or                       the composition of the shareholders of an Obligor (or of a Holding Company of an                       Obligor) after the date of this Agreement;              (v)        a  proposed  assignment  or  transfer  by  a  Lender  of  any  of  its  rights  and/or                       obligations  under  this  Agreement  to  a  party  that  is  not  a  Lender  prior  to  such                       assignment or transfer; or             (vi)       any  anti-money  laundering  or  anti-terrorism  financing  laws  and  regulations                       applicable to the Agent or any Lender,             obliges the Agent or any     Lender (or, in the case of paragraph (iii) above, any prospective            new  Lender)  to  comply  with  "know  your  customer"  or  similar identification  procedures in            circumstances where the necessary information is not already available to it, each Obligor            shall promptly upon the request of the Agent or any Lender supply, or procure the supply            of, such documentation and other evidence  as is reasonably requested by the Agent (for            itself  or  on  behalf  of  any  Lender)  or  any  Lender  (for  itself  or,  in  the  case  of  the  event            described in paragraph (iii) above, on behalf of any prospective new Lender) in order for            the Agent, such Lender or, in the case of the event described in paragraph (iii) above, any            prospective  new  Lender  to  carry  out  and  be  satisfied  it  has  complied  with  all  necessary            "know  your  customer"  or  other  similar  checks  under  all  applicable  laws  and  regulations            pursuant to the transactions contemplated in the Finance Documents.    10127241/1                                                                                                  55  





 






                                                                                           EXECUTION VERSION    b)        Each Lender shall promptly upon the request of the Agent supply, or procure the supply of,            such documentation and other evidence as is reasonably requested by the Agent (for itself)            in order for the Agent to carry out and be satisfied it has complied with all necessary "know            your customer" or other similar checks under all applicable laws        and regulations pursuant            to the transactions contemplated in the Finance Documents.   For the purpose of this Clause 20.9:   "Applicable  KYC  Procedures"  means  any  applicable  "know  your  customer"  checks  or  similar  identification procedures, or equivalent internal policies of a Lender or the Agent, or any equivalent  procedures required by applicable law or regulations.    20.10     Use of websites  a)        The   Ultimate  Parent   may  satisfy  its  obligation  under  this  Agreement  to  deliver  any            information in relation to those    Finance Parties (the “Website Lenders”) who accept this            method  of  communication  by  posting  this  information  onto  an  electronic  website            designated by the Ultimate Parent and the Agent (the “Designated Website”) if:                      the  Agent  expressly  agrees  (after  consultation  with  each  of  the Finance  Parties)                     that it will accept communication of the information by this method;                      both  the  Ultimate  Parent   and  the  Agent  are  aware  of  the  address  of  and  any                     relevant password specifications for the Designated Website; and                      the information is in a format previously agreed between the         Ultimate Parent and                     the Agent.             If  any  Finance  Party   (a  “Paper  Form  Lender”)  does  not  agree  to  the  delivery  of            information electronically then the Agent shall notify the      Ultimate Parent    accordingly and            the Ultimate Parent shall supply the information to the Agent (in sufficient copies for each            Paper  Form  Lender)  in  paper  form.  In  any  event  the    Ultimate  Parent   shall  supply  the            Agent with at least one copy in paper form of any information required to be provided by            it.   b)        The Agent shall supply each Website Lender with the address of and any relevant password            specifications  for  the  Designated  Website  following  designation  of  that  website  by  the            Ultimate Parent and the Agent.   c)        The Ultimate Parent shall promptly upon becoming aware of its occurrence notify the Agent            if:                      the Designated Website cannot be accessed due to technical failure;                      the password specifications for the Designated Website change;                      any  new  information  which  is  required  to  be  provided  under  this  Agreement  is                     posted onto the Designated Website;                       any existing information which has been provided under this Agreement and posted                     onto the Designated Website is amended; or    10127241/1                                                                                                  56  





 






                                                                                           EXECUTION VERSION                       the   Ultimate  Parent    becomes  aware  that  the  Designated  Website  or  any                     information  posted  onto  the  Designated  Website  is  or  has  been  infected  by  any                     electronic virus or similar software.     If  the Ultimate  Parent   notifies  the  Agent  under  paragraph  c)   i)  or  paragraph  c)  v)  above,  all  information to be provided by the Ultimate Parent under this Agreement after the date of that notice  shall be supplied in paper form unless and until the Agent and each Website Lender is satisfied that  the circumstances giving rise to the notification are no longer continuing.   21        FINANCIAL COVENANTS  21.1      Financial definitions  Except otherwise explicitly provided for in this Agreement, an accounting term used in this Clause is  to be construed in accordance with US GAAP.    For the purposes of this Clause 21, the following definitions shall apply:   "Cash and Cash Equivalents" means, at any date, the aggregate amount of freely available cash  and  cash  equivalents  of  the  Group,  in  each  case  reported  in  accordance  with US  GAAP,  including  without limitation:   a)        cash in hand or on freely available deposit with any bank or financial institution;   b)        certificates of deposits or marketable debt securities (included money market funds) with a            maturity of twelve (12) months or less after the relevant date of calculation, issued by an            Arranger or a financial institution which has a rating for its long term unsecured and non-           credit enhanced debt obligations with A or higher by Standard & Poor’s Rating Services or            Fitch  Ratings  Ltd  or  A2  or  higher  by  Moody’s Investor  Services  Limited  or  a  comparable            rating from an internationally recognised credit rating agency; or   c)        any other instrument, security or investment approved in writing by the Agent, and in each            case,  to  which  any  of  the  Obligors  is  beneficially  entitled  at  that  time  and  which  can  be            promptly realised and applied against the Loans.   "Equity Ratio" means the ratio of Total Equity to Total Assets.   "Liquidity" means, at any given time, the aggregate of         (i) Cash and Cash Equivalents and      (i) any  undrawn    amount  freely  and  unconditionally  available  for  drawings  under     either the  Sterna  RCF  and/or any other credit facilities with remaining tenor of at least six (6) months.   "Total Assets" means the aggregate book value of total assets in accordance with US GAAP.   "Total Equity" means the aggregate book value of the equity treated as equity in accordance with  US GAAP.   "Working Capital" means current assets less current liabilities (which shall exclude instalments of  long  term  debt  due  in  the  twelve  (12)  months,    capital  lease  payments   and,  in  respect  of the  Borrower  only,  any  intra  group  debt  incurred  in  accordance  with  Clause   22.10   (b)  (ii)  (Financial  Indebtedness restrictions).    10127241/1                                                                                                  57  





 






                                                                                           EXECUTION VERSION    21.2      Financial testing  The  financial  covenants  set  out  in  this  Clause  21   (Financial  Covenants)  shall  be  calculated  in  accordance  with    US  GAAP   consistently  applied,  provided  always,  that  lease  obligations  shall  be  classified in accordance with applicable account principles prior to 1 January 2019 (for the avoidance  of  doubt,  disregarding  any  amendments  to  accounting  principles  as  a  result  of  IFRS  16  or  equivalent).     The financial covenants shall be     tested quarterly, by reference  to each of the financial statements  delivered  pursuant  to  paragraphs  (a)  and  (b)  of  Clause  20.1  (Financial  Statements)  and/or  each  Compliance Certificate delivered pursuant to Clause 20.2 (Compliance Certificate).   21.3      Financial covenants  The Ultimate Parent shall ensure that it maintains (on a consolidated basis) at all times:   a)        an Equity Ratio of minimum 0.25 to 1.00;    b)        a positive Working Capital; and   c)        Liquidity of minimum the higher of:             (i)        USD 25,000,000; or             (ii)       an  amount  equal  to  five  per  cent. (5%)  of  the  Group’s  total  interest  bearing                       Financial Indebtedness on a consolidated basis (excluding the Sterna RCF) net of                       any Cash and Cash Equivalents.   21.4      Change of accounting principles  If the  Agent  believes  that  the  definitions  and/or  the  financial  covenants  set  out  in  this  Clause 21  (Financial  covenants)   need  to  be  amended  as  a  result  of  any  change  of    accounting   principles,  determination or requirement, the      Ultimate Parent   and the Agent    shall negotiate  (Agent   acting on  the  instructions  of  the  Lenders)  in  good  faith  to  amend  the  existing  definitions  and/or  financial  covenants  so  as  to  provide  the  Lenders  with  substantially  the  same  protections  as  the  definitions  and/or financial covenants set out in this Clause 21 (but which are not materially more onerous for  the Borrower or the Ultimate Parent).   22        GENERAL UNDERTAKINGS  The undertakings set out in this Clause 22 shall remain in force from the date of this Agreement and  throughout the Security Period.   22.1      Authorisations etc.  The Obligors shall promptly:   a)        obtain, comply and do all that is necessary to maintain in full force and effect; and   b)        supply certified copies to the Agent (if so requested) of,   any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it  to  perform  its  obligations  under  the   Finance   Documents  and  to  ensure  the  legality,  validity,  enforceability  or  admissibility  in  evidence  in  its  jurisdiction  of  incorporation  of  any    Finance  Document.    10127241/1                                                                                                  58  





 






                                                                                           EXECUTION VERSION    22.2      Compliance with laws  Each Obligor shall comply in all material respects with all laws to which it may be subject.   22.3      Pari passu ranking  Each Obligor shall ensure that its obligations under the Finance Documents do and will rank at least  pari passu with all its other present and future unsecured and unsubordinated obligations, except for  those  obligations  which  are  preferred  by  mandatory  law  applying  to  companies  generally  in  the  jurisdictions of their incorporation or in the jurisdiction in the ports of calls.   22.4      Title – Collateral   The   Borrower   will  hold  legal  title  to, and  own  the  entire  beneficial  interest  in, its Vessel, its  Insurances,   its  Earnings and  all of  its other  assets,  free  of  all  Security  Interest,  except  for  those  created by the Financial Documents and as set out in Clause 22.5 (Negative pledge - Collateral).    22.5      Negative Pledge – Collateral   Neither of the Obligors, nor any other      member of the Group,     shall create or permit to subsist any  Security Interest over (i) any asset subject to, or intended to be subject to, Security Interest under  the Security Documents, or (ii) any other asset of the Borrower, other than:   a)        the Security Interest created under the Security Documents;   b)        any  Security  Interests arising in the ordinary course  of    business  by operation of law and            securing obligations not more than forty-five (45) days overdue; and   c)        any Security Interests disclosed in writing to the Agent, and consented to in writing by the            Agent (acting upon instructions from the Majority Lenders).   22.6      Ownership of the Borrower and the Intermediate Parent  a)        The Intermediate Parent shall at all times own directly one hundred per cent. (100.00%) of            the shares and voting rights in the Borrower.   b)        The Ultimate Parent shall at all times own directly one hundred per cent. (100.00%) of the            shares and voting rights in the Intermediate Parent.   c)        Neither  of  the  Obligors shall  create  or  permit  to  subsist  any Security  Interest  over  any            existing or future shares issued by the Borrower or the Intermediate Parent, other than the            Security Interest created under the Security Documents.   22.7      Preservation of assets  Each  Obligor  shall  maintain  and  preserve  all  of  its  assets that  are  necessary  or  desirable,  in  the  opinion of the Agent, for the conduct of its business, as intended to be conducted at the date of this  Agreement, in good working order and condition, ordinary wear and tear excepted.   22.8      Change of business  The  Obligors  shall ensure  that  no  change  is  made to  the general  nature  of  its business  from  that  carried out at the date of this Agreement without the prior written consent of the Agent (on behalf of  the Lenders).     10127241/1                                                                                                  59  





 






                                                                                           EXECUTION VERSION    22.9      No mergers etc.   No  Obligor  shall  enter  into  any merger,  amalgamation,  de-merger,  split-up,  divest,  consolidation  with or into any other person or be the subject of any reconstruction, name  change or change of  type of organization without the prior consent of the Agent (on behalf of the Lenders).   22.10     Financial Indebtedness restrictions  a)        The Borrower shall not incur, create or permit to subsist any Financial Indebtedness.   b)        Paragraph (a) above does not apply to Financial Indebtedness:             (i)        incurred under the Finance Documents;             (ii)       incurred  under  any  loans  from  any  Guarantor,  provided  that  any  Guarantor’s                       claims under such loans are subject to an Assignment of Intercompany Loan and                       fully  subordinated  to  the  claims  of  the  Finance  Parties  under  the  Finance                       Documents; or             (iii)      consented to in writing by the Lenders.   22.11     Financial support  The Borrower shall not make or grant any loans, guarantees or any other form of financial support  to any person, except for:    a)        financial support by way of trade credit in the ordinary course of operation of the Vessel;            and   b)        intra-group loans to a Guarantor, provided always that the obligations of any other            Guarantor be fully subordinated to any obligations under the Finance Documents, and the            Borrower's claims under such loans are subject to an Assignment of Intercompany Loan.   22.12     Distributions from the Borrower  Following the occurrence of an Event of Default which is continuing, the Borrower may not:   (i)       declare, make or pay any dividend, charge, fee or other distribution (whether in cash or in            kind) on or in respect of its share capital (or any class of its share capital);   (ii)      pay any interest or repay any principal amount (or capitalised interest) on any debt to any            of its shareholders; or   (iii)     redeem, repurchase or repay any of its share capital or resolve to do so, or enter into any            transaction or arrangement having a similar effect as described in paragraphs (i) to (iii).   22.13     Distributions from the Ultimate Parent  a)        Subject to the limitations listed in paragraph (b) below, the Ultimate Parent may:             (i)        declare, make or pay any dividend, charge,       fee or other distribution (whether in                       cash  or  in  kind)  on  or  in  respect  of  its  share  capital  (or  any  class  of  its  share                       capital);             (ii)       pay  any  interest  or  repay  any  principal  amount  (or  capitalised  interest)  on  any                       debt to any of its shareholders;    10127241/1                                                                                                  60  





 






                                                                                           EXECUTION VERSION              (iii)      redeem, repurchase or repay any of its share capital or resolve to do so; or             (iv)       enter into any transaction or arrangement having a similar effect as described in                       paragraphs (i) to (iii).   b)        The distributions described in paragraph (a) above can only be carried out and effectuated            if:             (i)        no Event of Default is existing and is continuing on the time when the distribution                       is  to  be  made  or  would  result  from  the  making,  payment  or  declaration  of  the                       distribution; or             (ii)       as  otherwise  consented  to  in  writing  by  the  Agent  (on  behalf  of  the  Majority                       Lenders).    22.14     Sterna RCF  a)        The  Intermediate  Parent  shall  procure  that  the  Sterna  RCF      is  subject  to  the  Sterna            Subordination Statement on terms satisfactory to the Agent.   b)        The Intermediate Parent may not make any payments to Sterna Finance Ltd. (or any party            replacing  Sterna  Finance  Ltd.  as  creditor)  under the  Sterna  RCF  or  any  other  loans  from            Affiliates  of  the  Ultimate  Parent  following  the  occurrence  of  an  Event  of  Default  or            otherwise in breach of the subordination statement(s) in favour of the Finance Parties.    22.15     Investments  The  Borrower shall   not  make any investments or acquisitions, neither       of vessels or  companies (or  shares in companies), other than:   a)        ordinary and scheduled maintenance of the Vessel; and   b)        any  other  maintenance  of  the  Vessel  required  in  order  to  be  in  compliance  with  the            provisions under this Agreement, including, but not limited to, Clause         23.3  (Classification            and repairs).   22.16     Environmental compliance  The Obligors shall comply in all respects with all applicable Environmental Laws subject to the terms  and  conditions  of  any  applicable  Environmental  Approval  and  obtain  and  maintain  any     applicable  Environmental Approval.   22.17     Arm's length transactions  No Obligor shall engage in, directly or indirectly, any transaction with any party (without limitation,  the purchase, sale or exchange of assets or the rendering of any service), except pursuant to the  reasonable  requirement  of  the  Obligor's   business  and  upon  fair  and  reasonable  terms  that  are  no  less favorable to the Obligor, as the case may be, than those which might be obtained in an arm's  length transaction at the time.   22.18     Listing      The  Ultimate Parent   shall remain listed   on the Oslo Stock Exchange, New York Stock Exchange           or  another recognised stock exchange acceptable to the Agent (on behalf of the Lenders).      10127241/1                                                                                                  61  





 






                                                                                           EXECUTION VERSION    22.19     Hedging  a)        The  Hedge  Providers  shall  have  a  first  right  of  refusal  in  relation  to  interest  hedging            relating to the Vessel or the Facilities on competitive terms.   b)        No Obligor shall carry out derivative transactions for speculative purposes.   22.20     Earnings Accounts  The Borrower shall open and maintain all its Earnings Accounts with the Account Bank, ensure that  all Earnings are paid to the Earnings Accounts, and that the Earnings Accounts remain subject to the  Account  Pledge(s).  The  Borrower  may  freely  operate  and  make  withdrawals  from  the         Earnings  Accounts until the occurrence of an Event of Default which is continuing.   22.21     Taxation  The Obligors shall pay and discharge all Taxes imposed upon it or its assets within the time period  allowed  without  incurring  penalties  unless  and  only  to  the  extent  that  such  payment  is  being  contested in good faith or can be lawfully withheld.   22.22     Sanctions  a)        Each  Obligor,  and  the  Obligors  shall  ensure  that  their  directors,  officers  and  employees,            agents and representatives shall comply in all respects with Sanctions.    b)        No  Obligor  shall,  and  the  Obligors  shall  ensure  that  none of  their  directors,  officers  or            employees will, take any action or make any omission that results, or is reasonably likely            to result, in it or any Finance Party becoming a Restricted Party.    c)        No  Obligor  shall  use  any  revenue  or  benefit  derived  from  any  activity  or  dealing  with  a            Restricted Party in discharging any obligation due or owing to the Finance Parties;   d)        Each Obligor shall procure that no proceeds from any activity or dealing with a Restricted            Party are credited to any bank account held with any Finance Party in its name;   e)        Each Obligor shall to the extent permitted by law promptly upon becoming aware of them            supply to the Agent details of any claim, action, suit, proceedings or investigation against it            with  respect  to  Sanctions  by  any  Sanctions  Authority,  and  provide  information  on  what            steps are being taken with regards to answer or oppose such;   f)        No  Obligor  shall  permit  or  authorise  any  other  person  to,  directly  or  indirectly  use  the            proceeds of a Loan, or lend, make payments of or contribute or otherwise make available            all or any part of such proceeds (i) to or for the benefit of any Restricted Party or (ii) in any            other  manner  that  would  result  in  a  violation  of  Sanctions  by  any  person  (including  any            person participating in a Loan hereunder, whether as a Finance Party or otherwise) or any            such person becoming a Restricted Party.   22.23     EU Bail-In  In  the  event  that  any  Finance  Document  will  be  governed  by  the  laws  of  a  non-EEA  Member  Country, then to the extent the Agent determines it is necessary such Finance Document shall either  prior  to  its  entry,  or  if  already  in  force  be  amended  to,  contain  the  current  form  of  EU  bail-in  provisions recommended by the Loan Market Association.    10127241/1                                                                                                  62  





 






                                                                                           EXECUTION VERSION    23        VESSEL COVENANTS  The undertakings set out in this Clause 23 shall remain in force from the date of this Agreement and  throughout the Security Period.   23.1      Insurance  a)        The   Borrower   shall  maintain  or  ensure   that  the  Vessel  is insured  against   such  risks,            including  but  not  limited  to,  Hull  and  Machinery,  Protection  &  Indemnity  (including            maximum  cover  for  pollution  liability  with  a  club  within  the  International  Group  of  P&I            Clubs),  Hull  Interest  and/or  Freight  Interest  and  War  Risk  (including  acts  of  terrorism,            hijacking,  confiscation  and  piracy) insurances,  in  such  amounts,  on  such  terms  and  with            such   brokers,  clubs  and/or insurers  as  the  Agent  from  time  to  time shall  approve  (such            approval not to be unreasonably withheld).   b)        The  insurance value    (to be on agreed value basis)     for Hull and Machinery combined with            Hull Interest and/or Freight Interest, and for War Risk, shall for the Vessel cover the higher            of  (i) the  Market  Value  of  the  Vessel,   and  (ii) to one  hundred  and  twenty  per  cent            (120.00%) of the amount equal to (A) the Loan under the Term Loan Facility, plus (B) the            Commitments under the Revolving Facility.   c)        The insured value for the Hull and Machinery insurance shall cover at least eighty per cent            (80.00%) of the Market Value of the Vessel. The remaining cover may be taken out as Hull            Interest and/or Freight Interest.    d)        Each  Obligor   shall  procure  that  the Security Agent  (on  behalf  of  the  Finance  Parties)  is            noted as first priority mortgagee in the insurance contracts, together with the confirmation            from the underwriters to the Agent thereof that the notice of assignment with regards to            the Insurances and the loss payable clauses are noted in the insurance contracts and that            standard  letters  of  undertaking  are  executed  by  the  insurers         and/or  brokers  (as            applicable).   e)        Not later than fourteen (14) days prior to the expiry date of the relevant Insurances the            Borrower  shall  procure  the  delivery  to  the  Agent  of  a  certificate  from  the  insurance            broker(s)  through  whom  the  Insurances  referred  to  in     paragraph    a) above   have  been            renewed  and  taken  out  in  respect  of   the  Vessel  with  insurance  values  as  required  by            paragraph b) above, that such Insurances are in full force and effect and that the Security            Agent (on behalf of the Finance Parties) have been noted by the relevant insurers.   f)        The Agent    may  (at the request of a Lender), for the account of the Borrower, take out a            Mortgagee's    Interest Insurance   ("MII")  and/or  a  Mortgagee's   Interest  – Additional  Perils            Pollution  Insurance  ("MAPI") covering    up to  one hundred and twenty per cent (120.00%)            of the Total Commitments.    g)        If  any  of  the  Insurances  referred  to  in paragraph    a)  form  part  of  a  fleet  cover,  the            Borrower shall procure that the insurers and/or brokers (as applicable) shall undertake to            the Agent that  they  shall  neither  set-off  against  any  claims  in  respect  of the Vessel  any            premiums due in respect of other vessels under such fleet cover or any premiums due for            other  insurances,  nor  cancel  this  Insurance  for  reason  of  non-payment  of  premiums  for            other vessels under such fleet cover or of premiums for such other insurances, and shall            undertake to issue a separate policy in respect of the Vessel if and when so requested by            the Agent.    10127241/1                                                                                                  63  





 






                                                                                           EXECUTION VERSION    h)        The  Borrower  shall  procure  that  any  person  named  as  assured  or  co-assured  in  any            insurance  policy  assigns  such  insurances  to  the       Security  Agent    or  provides  other            satisfactory  undertakings  as  the  Security  Agent  may  require.   Further,  the  Borrower  shall            procure that the Security Agent shall have the right to appoint an insured party.    i)        The  Borrower  shall  procure  that   the Vessel  always   are employed  in  conformity  with  the            terms  of  the  instruments  of  Insurances  (including  any  warranties  expressed  or  implied            therein)  and  comply  with  such  requirements  as  to  extra  premium  or  otherwise       as  the            insurers may prescribe.   j)        No Obligor will make any change to the Insurances described under           paragraphs a) and b)            above without the prior written consent of the Agent (on behalf of the Lenders).   k)        The  Agent  will  obtain  an Insurance  Report   from  an  independent  insurance  consultant  for            the  account  of  the  Borrower   prior  to  any  utilisation  of  the Facilities,  and,  if  the  Agent            (acting  on  the  instructions  of  the  Majority  Lenders)  so  requires,   on  an  annual  basis            thereafter.   l)        The Borrower will supply to the Agent from time to time on request such information as the            Agent  may  in  its  discretion  require  with  regard  to  the  Insurances  and  the  brokers,            underwriters, associations or clubs through or with which the Insurances are placed.   m)        Each  Obligor   shall  promptly  take  any  steps  required,  or  provide  any  and  all  assistance            requested by the Agent, to ensure prompt collection of any claims under the Insurances.    23.2      Loss Payable  Claims  related  to  the  Insurances  in  respect  of  an  actual  or  constructive  or agreed  or  arranged  or  compromised  Total  Loss  or  requisition  for  title  or  other  compulsory  acquisition  of the Vessel  and  claims payable in respect of a major casualty, that is to say any claim (or the aggregate of which) in  excess of   USD  3,000,000   shall be  payable to the   Security  Agent. Subject thereto all other claims,  unless  and  until  the  insurers  have  received  notice  from  the Security Agent  of  an  event  of  default  which is continuing and unremedied under the Agreement in which event all claims shall be payable  directly to the Security Agent up to the Finance Parties' mortgage interest, shall be released directly  for the repair, salvage or other charges involved or to the Borrower as reimbursement if it has fully  repaired  the  damage  and  paid  all  of  the  salvage  or  other  charges  or  otherwise  in  respect  of  Borrower's actual costs in connection with repair, salvage and/or other charges.   23.3      Classification and repairs   The Obligors shall keep the Vessel in a good, safe and efficient condition consistent with first class  ownership and management practice and in particular:   a)        so as to maintain the highest classification required for the relevant trade with an Approved            Classification Society, free of overdue recommendations and conditions; and   b)        so as to comply with the laws and regulations (statutory or otherwise) applicable to vessels            registered  under  the  flag  state  of  the  Vessel  or  to  vessels  trading  to  any  jurisdiction  to            which the Vessel may trade from time to time.    23.4      Restrictions on chartering, appointment of managers etc.  a)        The  Borrower  shall  not  without  the  prior  written  consent  of  the  Agent  (on  behalf  of  the            Majority Lenders):    10127241/1                                                                                                  64  





 






                                                                                           EXECUTION VERSION              (i)        let the Vessel on bareboat charter for any period      other than to another member                       of the Group (subject to satisfactory Security Interest in favour of the Agent (on                       behalf  of  the  Finance  Parties)  with  respect  to  such  member  of  the  Group's                       earnings and charterparty in respect of the Vessel);             (ii)       charter in or hire any vessel or tonnage;              (iii)      appoint a Manager other than any Approved Manager; or             (iv)       change the class certification of the Vessel.   b)        The  Borrower  shall  inform  the  Agent  of  any  change  of  management        of the  Vessel   to            another    Approved   Manager,  or  change  of  classification  society  to  another  Approved            Classification Society.     23.5      Notification of certain events  The Borrower shall immediately notify the Agent of:   a)        any accident to the Vessel involving repairs where the costs will or is likely to exceed USD            3,000,000 (or the equivalent in any other currency);   b)        any  requirement  or  recommendation  made  by  any  insurer       or  classification  society or  by            any competent authority which is not, or cannot be, immediately complied with;   c)        any  exercise  or  purported  exercise  of  any  lien  on     the  Vessel,  the  Earnings  or   the            Insurances;   d)        any occurrence as a result of which the Vessel has become or is, by the passing of time or            otherwise, likely to become a Total Loss; and   e)        any claim for a material breach of the ISM Code or the ISPS Code being made against the            Borrower, a Manager or otherwise in connection with the Vessel.   23.6      Operation of the Vessel  a)        The  Borrower  shall  comply,  or  procure  the  compliance    by  any  manager,    in  all material            respects with the ISM Code,      the ISPS Code,   Marpol,  all Environmental Laws and all other            laws or regulations   applicable  to the Vessel,   their ownership, operation and management            or  to  the  business  of  the  Borrower  and  shall  not  employ      the  Vessel  nor  allow  its            employment:             (i)        in any manner contrary to law or regulation in any relevant jurisdiction including                       but not limited to the ISM Code;              (ii)       in U.S. waters contrary to COFR     regulations, always ensuring     as required  that a                       Certificate of Financial Responsibility is maintained for such purpose; and             (iii)      in  the  event  of  hostilities  in  any  part  of  the  world  (whether  war  is  declared  or                       not), in any zone which is declared a war zone by any government or by the war                       risk insurers of the Vessel unless the Borrower has (at its expense) effected any                       special,  additional  or modified  insurance  cover  which  shall  be  necessary  or                       customary for first class shipowners trading vessels within the territorial waters of                       such country at such time and has provided evidence of such cover to the Agent.    10127241/1                                                                                                  65  





 






                                                                                           EXECUTION VERSION    b)        Without  limitation  to  the  generality  of  this  Clause 23.6,  the  Borrower  shall  comply  or            procure  compliance,  with,  as  applicable,  all  requirements  of  the  International  Convention            for the Safety of Life at Sea (SOLAS) 1974 as adopted, amended or replaced from time to            time including, but not limited to, the STCW 95, the ISM Code or the ISPS Code.   23.7      Inspections and class records  a)        The  Borrower  shall   upon  the  request  of  the  Agent   permit,  and  shall  procure  that  any            managers and charterers permit, one person appointed by the Agent to inspect the Vessel,            limited to one time per    twelve (12) months, at the cost of the Borrower. If the request is            made following an Event of Default which is continuing, there shall be no limitation on the            number of inspections per year.      Unless there is an Event of    Default, any inspection shall            not interfere with the normal operation and trading of the Vessel.   b)        The  Borrower  shall  instruct  the  classification  society  to  send  to  the  Agent,  following  a            written request from the Agent, copies of all class records held by the classification society            in relation to the Vessel.   23.8      Surveys  The Borrower shall submit to or cause the Vessel to be submitted to such periodic or other surveys  as may be required for classification purposes and to ensure full compliance with regulations of the  flag state of the Vessel   and to supply or to cause to be supplied to the Agent copies of all survey  reports and confirmations of class issued in respect thereof whenever such is required by the Agent,  however limited to once a year.   23.9      Arrest  The Borrower shall or shall procure that the charterers (if any) shall, promptly pay and discharge:   a)        all  liabilities  which give  or may  give  rise  to  maritime  or  possessory  liens  on  or  claims            enforceable against the Vessel, the Earnings or the Insurances;   b)        all tolls, taxes, dues, fines, penalties and other amounts charged in respect of        the Vessel,            the Earnings or the Insurances; and   c)        all other outgoings whatsoever in respect of the Vessel, the Earnings and the Insurances.    23.10     Total Loss  In the event that   the  Vessel shall suffer a Total Loss, the Borrower shall, within a period of      ninety  (90) days after the Total Loss Date, obtain and present to the Agent, a written confirmation from the  relevant  insurers  that  the  claim  relating  to  the  Total  Loss  has  been  accepted  in  full,  and  the  insurance proceeds shall be applied in prepayment of the         relevant  Loan in accordance with Clause  7.1 (Mandatory prepayment – Total Loss or sale).   23.11     Dismantling  a)        The Borrower shall procure that the Vessel has obtained a Green Passport in respect of the            Vessel, which shall be maintained and available throughout the lifespan of the Vessel.    b)        Each  Obligor   shall ensure  that   the Vessel   or  other  vessels controlled  by  it  or  another            member  of  the  Group    being  scrapped,   or  sold  to  an intermediary  with  the  intention  of            being scrapped, is recycled at a recycling yard which conducts its recycling business in a            socially and environmentally responsible manner, in accordance with the provisions of The    10127241/1                                                                                                  66  





 






                                                                                           EXECUTION VERSION              Hong Kong International Convention for       the Safe and Environmentally Sound Recycling of            Ships, 2009 or EU Ship Recycling Regulation of 20 November, 2013.   23.12     Flag, name and registry  a)        The Vessel shall at all times be registered with an Approved Ship Registry.     b)        The  Borrower  shall  not,  without  the  prior  written  consent  of  the  Agent  (on  behalf  of  the            Lenders),  change  the  flag,  name  or  registry  of the Vessel.  Subject  to  substitution  of the            Mortgage, and closing arrangements satisfactory to the Agent, the Lenders may not refuse            the  Borrower's  request  to  change  the  registry    of the  Vessel   from  one  Approved  Ship            Registry to another Approved Ship Registry, unless a Default has occurred.   24        EVENTS OF DEFAULT  Each of the events or circumstances set out in this Clause 24 is an Event of Default (save for Clause  24.17 (Acceleration)).   24.1      Non-payment   Any Obligor does not pay on the due date any amount payable pursuant to a Finance Document at  the place and in the currency in which it is expressed to be payable unless:   a)        its  failure  to  pay  is  caused  by  administrative  or  technical  error  affecting  the  transfer  of            funds despite timely payment instructions by the Obligor; and   b)        payment is made within three (3) Business Days of its due date.    24.2      Financial covenants, Sanctions, Insurances and Classification  Any requirement in Clauses      21 (Financial  covenants),  22.22   (Sanctions),  23.1  a) to d) (Insurance)  or  23.3a) (Classification and repair) is not satisfied.    24.3      Other obligations   a)        An Obligor does not comply with any provision of the Finance Documents (other than those            referred to in Clause 24.1 (Non-payment) and Clause 24.2 (Financial covenants, Sanctions,            Insurances and Classification)).   b)        No Event of Default under paragraph a) above will occur if the failure to comply is capable            of  remedy  and  is  remedied   within ten  (10)  Business  Days   of  the earlier  of  (i)  the Agent            giving notice to the Borrower and (ii) any Obligor becoming aware of the failure to comply.   24.4      Misrepresentations   Any  representation    or  statement  made  or  deemed  to  be  made  by        an  Obligor  in  the  Finance  Documents or any other document delivered by or on behalf of            an Obligor   under or in connection  with any of the Finance Documents is or proves to have been incorrect or misleading in any material  respect when made or deemed to be made.    24.5      Cross default   a)        Any Financial Indebtedness of      any Obligor  is not paid  when   due  nor within any originally            applicable grace period.    10127241/1                                                                                                  67  





 






                                                                                           EXECUTION VERSION    b)        Any Financial Indebtedness of any Obligor is declared to be or otherwise becomes due and            payable  prior  to  its  specified  maturity  as   a  result of  an  event  of  default  (however            described).    c)        Any commitment for any Financial Indebtedness of          any Obligor  is cancelled or suspended            by a creditor of any Obligor as a result of an event of default (however described).   d)        Any creditor of any Obligor becomes entitled to declare any Financial Indebtedness of           any            Obligor  due  and  payable prior to its  specified  maturity  as  a  result  of  an  event  of  default            (however described).   e)        No  Event  of  Default  will  occur  under  this  Clause  24.5  if  the  aggregate  amount  of  the            Financial Indebtedness or commitment for Financial Indebtedness falling within           paragraph            a)  to  d)  above  is  less  than USD  8,000,000   (or  its  equivalent  in  any other currency  or            currencies).   24.6      Insolvency  a)        An Obligor is unable or admits inability to pay its debts as they fall due, suspends making            payments  on  any  of  its  debts  or,  by  reason  of  actual  or  anticipated  financial  difficulties,            commences negotiations with one or more of its creditors with a view to rescheduling any            of its indebtedness.   b)        The  value  of  the  assets   of an  Obligor   is  less  than  its  liabilities  (taking  into  account            contingent and prospective liabilities).   24.7      Insolvency proceedings  Any corporate action, legal proceedings or other procedure or step is taken in relation to:   a)        the suspension of payments, a moratorium of any indebtedness, winding-up,              cessation of            business,   dissolution,  administration,  judicial  management    or  reorganisation  (by  way  of            voluntary arrangement, scheme or arrangement or otherwise) of an Obligor;    b)        a composition, compromise, assignment or arrangement with any creditor of an Obligor;   c)        the  appointment  of  a  liquidator,  receiver,  administrative  receiver,  administrator,  judicial            manager or other similar officer in respect of an Obligor; or   d)        enforcement of any Security Interest over any assets of an Obligor (excluding enforcement            of  any share  pledge over shares    owned    by a Guarantor in special purpose vessel owning            entities (excluding any Obligor) within the Group).    24.8      Creditor's process  Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of an  Obligor (excluding shares owned by a Guarantor in special purpose vessel owning entities (excluding  any Obligor)   within the Group)    and is not discharged    within thirty (30)  days  after the Obligor has  become aware of it.   24.9      Arrest   If an arrest or detention is taken or levied against the Vessel and is not discharged within twenty  (20) days (or such longer period as approved in writing by the Lenders) after an Obligor becomes    10127241/1                                                                                                  68  





 






                                                                                           EXECUTION VERSION    aware of the same.    24.10     Cessation of business  Any of the Obligors suspends or ceases to carry on (or threatens to suspend or cease to carry on) all  or  a  substantial  part  of  its  business,  or  otherwise  substantially  changes  the  general  nature  of  its  business.    24.11     Unlawfulness  It is or becomes    impossible or  unlawful for an Obligor    to perform any of    its obligations under the  Finance Documents.    24.12     Repudiation  Any  Obligor   repudiates  a  Finance  Document  or  evidences  an  intention  to  repudiate  a  Finance  Document.   24.13     Security Documents  Any of the Security Documents for any reason whatsoever becomes invalid, ineffective, illegal or for  any other reason ceases to continue in full force and effect.   24.14     Material adverse change  Any event or series of events occur which, in the opinion of the Agent (on behalf of the Lenders),  might have a Material Adverse Effect.    24.15     Permits  Any licence, authorization, consent, permission or approval required in order to enforce, complete or  perform any of the Finance Documents is revoked, terminated or modified having a Material Adverse  Effect on an Obligor.   24.16     Litigation  There  is  current,  pending  or  threatened  any  claims,  litigation,  arbitration  or  administrative  proceedings against an Obligor which might, if adversely determined, have a Material Adverse Effect  on that Obligor.   24.17     Acceleration   Upon the occurrence of an Event of Default, the Agent may, and shall if so directed by the Majority  Lenders, by written notice to the Borrower:   a)        cancel the Total Commitments whereupon they shall immediately be cancelled;   b)        declare that all or part of the Loans together with accrued interest, and all other amounts            accrued  or   outstanding  under  the  Finance  Documents,  be  either  immediately  due  and            payable  and/or  payable  upon  demand,  whereupon  they        shall  become  either  immediately            due and payable or payable on demand; and/or   c)        instruct  the  Security  Agent  to   start  enforcement  in  respect  of  the  Security  Interests            established by the Security Documents; and/or    d)        take any other action, with or without notice to the Borrower, exercise any other right or            pursue  any  other  remedy    conferred  upon  the  Agent,  the  Security  Agent   or  the  Finance    10127241/1                                                                                                  69  





 






                                                                                           EXECUTION VERSION              Parties  by  any  of  the  Finance  Documents  or  by  any  applicable  law  or  regulation  or            otherwise as a consequence of such Event of Default; and/or   e)        exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers            or discretions under the Finance Documents.    10127241/1                                                                                                  70  





 






                                                                                           EXECUTION VERSION                                                     SECTION 9                                            CHANGES TO PARTIES     25        CHANGES TO THE PARTIES   25.1      No assignment by the Obligors  The Obligors may not assign or transfer or have assumed any part of, or any interest in, its rights  and/or obligations under the Finance Documents.   25.2      Assignments and transfers by the Lenders  A Lender (the    "Existing Lender") may at any time assign, transfer or have assumed its rights or  obligations under the Finance Documents (a "Transfer") to another bank or financial institution (the  "New Lender").    The   consent  of  the Obligors  will  be  required (such  consent  not  to  be  unreasonably  withheld     or  delayed), unless (i) an Event of Default has occurred and is continuing, or (ii) in case of Transfer to  another Lender, or an Affiliate of the Existing Lender or another Lender. The Obligors will be deemed  to have given its consent if no express refusal is received within five (5) Business Days.    Unless  the  Agent  otherwise  agrees  and  excluding  an  assignment  or  transfer  to  an  Affiliate  of  a  Lender, the New Lender shall, on the date upon which an assignment or transfer takes effect, pay to  the Agent (for its own account) a fee of USD 3,500.   25.3      Limitations of responsibility of Existing Lenders  a)        Unless  expressly  agreed  to  the  contrary,  an  Existing  Lender  makes  no  representation  or            warranty and assumes no responsibility to the New Lender for:             (i)        the  legality,  validity,  effectiveness,  adequacy or  enforceability  of  the  Finance                       Documents or any other documents;             (ii)       the financial condition of an Obligor;             (iii)      the  performance  and  observance  by  the     Obligors  of  its  obligations  under  the                       Finance Documents or any other documents; or             (iv)       the accuracy of any statements (whether written or oral) made in or in connection                       with the Finance Documents or any other document.   b)        Each New Lender confirms to the Existing Lender and the other Finance Parties that it:             (i)        has  made  (and  will  continue  to  make)  its  own  independent  investigation  and                       assessment  of  the  financial  condition  and  affairs  of  the Obligors and  its  related                       entities in connection with its participation in this Agreement and has not relied                       exclusively on any information provided to it by the Existing Lender in connection                       with any Finance Document; and             (ii)       will continue to make its own independent appraisal of the creditworthiness of the                       Obligors  and  its  related  entities whilst any  amount  is  or  may  be  outstanding                       under the Finance Documents or any Commitment is in force.   c)        Nothing in any Finance Document obliges an Existing Lender to:    10127241/1                                                                                                  71  





 






                                                                                           EXECUTION VERSION    (i)       accept  a  re-transfer  from  a  New  Lender  of  any  of  the  rights  and  obligations  assigned  or            transferred under this Clause 25; or   (ii)      support any losses directly or indirectly incurred by the New Lender by reason of the non-           performance by any Obligor of its obligations under the Finance Documents or otherwise.   25.4      Procedure for transfer  Any Transfer shall be effected as follows:   a)        the Existing Lender must notify the Agent of its intention to Transfer all or part of its rights            and  obligations  by  delivering  a  duly  completed  Transfer  Certificate  to  the  Agent  duly            executed by the Existing Lender and the New Lender;   b)        subject to Clause 25.2 (Assignments and transfers by the Lenders), the Agent shall as soon            as   reasonable   possible  after  receipt  of  a  Transfer  Certificate  execute  the  Transfer            Certificate  and  deliver  a  copy  of  the  same  to  each  of  the  Existing  Lender  and  the  New            Lender; and   c)        subject  to  Clause  25.2   (Assignments   and  transfers   by  the Lenders),   the  Transfer  shall            become effective on the Transfer Date.   25.5      Effects of the Transfer  On the Transfer Date:   a)        to the extent that in the Transfer Certificate the Existing Lender seeks to transfer its rights            and obligations under the Finance Documents, each of the Obligors and the Existing Lender            shall be released from further obligations to one another under the Finance Documents and            their respective rights against one another under the Finance Documents shall be cancelled            (the "Discharged Rights and Obligations");   b)        each  of  the  Obligors and  the  New  Lender  shall  assume  obligations  towards    one  another            and/or  acquire  rights  against  one  another  which  differ  from  the  Discharged  Rights  and            Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired            the same in place of that Obligor and the Existing Lender;   c)        the  Agent,  the  Arrangers,  the  New  Lender   and the other  Lenders    shall  acquire  the  same            rights and assume the same obligations between themselves as they would have acquired            and assumed had the New Lender been an original Lender hereunder with the rights and/or            obligations  acquired  or  assumed  by  it  as  a  result  of  the  Transfer and  to  that  extent  the            Agent,  the  Arrangers     and  the  Existing  Lender  shall  each  be  released  from  further            obligations to each other under the Finance Documents; and   d)        the New Lender shall become a Party as a "Lender".   25.6      Further assurances  The Borrower undertake to procure that in relation to any Transfer, the Borrower shall (at its own  cost) at the request of the Agent execute such documents as may in the discretion of the Agent be  necessary to ensure that the New Lender attains the benefit of the Finance Documents.   25.7      Disclosure of information  Any Lender may disclose:    10127241/1                                                                                                  72  





 






                                                                                           EXECUTION VERSION    a)        to any of its Affiliates and a potential assignee;    b)        to  whom  that   Lender  enters  into  (or  may  potentially  enter  into)  any  sub-participation  in            relation to, or any other transaction under which payments are to be made by reference to,            this Agreement or the Borrower; and   c)        to whom, to the extent that, information is required to be discloses by any applicable law,   such  information  about  the  Borrower     and  the  Finance  Documents     as that  Lender  shall  consider  appropriate.   25.8      Security over Lenders' rights  In addition to the other rights provided to Lenders under this Clause        25, each Lender may without  consulting  with  or  obtaining  consent  from   the Obligors,  at  any  time  charge,  assign  or  otherwise  create Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights  under any Finance Document to secure obligations of that Lender including, without limitation:   a)        any charge, assignment or other Security Interest to secure obligations to a federal reserve            or central bank; and   b)        in  the  case  of  any  Lender  which  is  a  fund,  any  charge,  assignment  or  other  Security            Interest  granted  to  any  holders  (or  trustee  or  representatives  of  holders)  of  obligations            owed, or securities issued, by that Lender as security for those obligations or securities,   except that no such charge, assignment or Security Interest shall:             (i)        release  a  Lender  from  any  of  its  obligations  under  the  Finance  Documents  or                       substitute the beneficiary of the relevant charge, assignment or Security       Interest                       for the Lender as a party to any of the Finance Documents; or             (ii)       require  any  payments  to  be  made  by   an  Obligor other  than  or  in  excess  of,  or                       grant to any person any more extensive rights than, those required to be made or                       granted to the relevant Lender under the Finance Documents.                                                                                                                       10127241/1                                                                                                  73  





 






                                                                                           EXECUTION VERSION                                                    SECTION 10                                           THE FINANCE PARTIES     26        ROLE OF THE AGENT, THE SECURITY AGENT AND THE ARRANGER  26.1      Appointment of the Agent and the Security Agent  a)        Each   other  Finance  Party  appoints  the  Agent  to  act  as  its facility agent  under  and  in            connection with the Finance Documents.   b)        Each other Finance Party appoints the Security Agent to act as its security agent under and            in connection with the Finance Documents.    c)        Each   other  Finance  Party  authorises  the  Agent   and  the  Security  Agent   to  perform  the            duties, obligations and responsibilities and to exercise the rights, powers, authorities and            discretions specifically given to the Agent and the Security Agent, respectively, under or in            connection with the Finance Documents together with any other incidental rights, powers,            authorities and discretions.   d)        Each  other  Finance  Party  authorises   the  Agent  and  the  Security  Agent,  as  applicable, to            execute and enforce each Finance Document to be executed and/or enforced by the Agent            or the Security Agent, as the case may be, on its behalf in the manner contemplated by            the Finance Documents.   e)        The Finance Parties shall not have any independent power to enforce, or have recourse to,            any of the Security or to exercise any right, power, authority or discretion arising under the            Security Documents except through the Agent.    26.2      Instructions  a)        The Agent and the Security Agent shall:              (i)        unless  a  contrary  indication  appears  in  a  Finance  Document,  exercise  or  refrain                       from exercising any right, power, authority or discretion vested in it as Agent or                       Security Agent, as the case may be, in accordance with any instructions given to                       it by:                        (A)     all Lenders if the relevant Finance  Document stipulates the matter is an                               all Lender decision; and                        (B)     in all other cases, the Majority Lenders; and             (ii)       not  be  liable  for  any  act  (or  omission)  if  it  acts  (or  refrains  from  acting)  in                       accordance with paragraph (i) above.   b)        The Agent and the Security Agent shall be entitled to request instructions, or clarification of            any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates            the  matter  is  a  decision  for  any  other  Lender  or  group  of  Lenders,  from  that  Lender  or            group of Lenders) as to whether, and in what manner, it should exercise or refrain from            exercising any right, power, authority or discretion. The Agent and the Security Agent may            refrain from acting unless and until it receives any such instructions or clarification that it            has requested.    10127241/1                                                                                                  74  





 






                                                                                           EXECUTION VERSION    c)        Save in the case of decisions stipulated to be a matter for any other Lender or group of            Lenders under the relevant Finance Document and unless a contrary indication appears in a            Finance  Document,  any  instructions  given  to  the  Agent      or  the  Security  Agent  by  the            Majority Lenders shall override any conflicting instructions given by any other Parties and            will be binding on all Finance Parties.   d)        The  Agent    and  the  Security  Agent    may  refrain  from  acting  in  accordance  with  any            instructions  of  any  Lender  or  group  of  Lenders  until  it  has  received  any  indemnification            and/or security that it may in its discretion require (which may be greater in extent than            that contained in the Finance Documents and which may include payment in advance) for            any cost, loss or liability which it may incur in complying with those instructions.   e)        In the absence of instructions, the Agent and the Security Agent may act (or refrain from            acting) as it considers to be in the best interest of the Lenders.   f)        The Agent    and the Security Agent    is not authorised to act on behalf of a Lender (without            first obtaining that Lender's consent) in any legal or arbitration proceedings relating to any            Finance Document.   26.3      Duties of the Agent and the Security Agent  a)        The  Agent    and  the  Security  Agent's   duties  under  the  Finance  Documents  are  solely            mechanical and administrative in nature.   b)        Subject to paragraph c) below, the Agent shall promptly forward to a Party the original or a            copy of any document which is delivered to the Agent for that Party by any other Party.   c)        Except where a Finance Document specifically provides otherwise, the Agent is not obliged            to review or check the adequacy, accuracy or completeness of any document it forwards to            another Party.   d)        If the Agent receives notice from a Party referring to this Agreement, describing a Default            and stating that the circumstance described is a Default, it shall promptly notify the other            Finance Parties.   e)        If  the  Agent  is  aware  of  the  non-payment  of  any  principal,  interest,  commitment  fee  or            other  fee  payable  to  a  Finance  Party  (other  than  the  Agent  or  the  Arranger)  under  this            Agreement, it shall promptly notify the other Finance Parties.   f)        The Agent shall have only those duties, obligations and responsibilities expressly specified            in the Finance  Documents to which it is expressed to be a party (and no others shall be            implied).   26.4      Role of the Arranger  Except  as  specifically  provided  in  the  Finance  Documents,  the  Arranger  has  no  obligations  of  any  kind to any other Party under or in connection with any Finance Document.   26.5      Role of the Security Agent  a)        The Security Agent shall not be (except as expressly provided in any Finance Document) a            trustee of any Finance Party under or in connection with any Finance Document.   b)        The Security Agent shall hold the benefit of the Security Documents for itself and as agent            on  behalf  of  the  other  Finance  Parties  and  will  apply  all  payments  and  other  benefits    10127241/1                                                                                                  75  





 






                                                                                           EXECUTION VERSION              received  by  it  under  the  Security  Documents  in  accordance  with     the  provisions  of  this            Agreement.   26.6      No fiduciary duties  a)        Nothing  in  any  Finance  Document     constitutes  the  Agent,  the  Security  Agent  (except  as            expressly provided in any Finance Document)         or the Arranger as a trustee or fiduciary of            any other person.   b)        None of the Agent, the Security Agent nor the Arranger shall be bound to account to any            Lender for any sum or the profit element of any sum received by it for its own account.   26.7      Rights and discretions  a)        The Agent and the Security Agent may:             (i)        rely on any representation, communication, notice or document believed by it to                       be genuine, correct and appropriately authorised;              (ii)       assume that:                         (A)     any instructions received by it from the Majority Lenders, any Lenders or                               any group of Lenders are duly given in accordance with the         terms of the                               Finance Documents; and                        (B)     unless  it  has  received  notice  of  revocation,  that  those  instructions  have                               not been revoked; and             (iii)      rely on a certificate from any person:                        (A)     as  to  any  matter  of  fact  or  circumstance  which  might  reasonably  be                               expected to be within the knowledge of that person; or                        (B)     to  the  effect  that  such  person  approves  of  any  particular  dealing,                               transaction, step, action or thing,                        as  sufficient  evidence  that  that  is  the  case  and,  in  the  case  of  paragraph  (A)                       above, may assume the truth and accuracy of that certificate.   b)        The  Agent    and  the  Security  Agent   may  assume  (unless  it  has  received  notice  to  the            contrary in its capacity as agent for the Lenders) that:             (i)        no Default has occurred (unless it has actual knowledge of a Default arising under                       Clause 24.1 (Non-payment));             (ii)       any  right,  power,  authority  or  discretion  vested  in  any  Party  or any  group  of                       Lenders has not been exercised; and             (iii)      any notice  or request made by the      Borrower   (other than a  Drawdown     Notice  or                       Selection Notice) is made on behalf of and with the consent and knowledge of all                       the Obligors.   c)        The Agent may engage and pay for the advice or services of any lawyers, accountants, tax            advisers, surveyors or other professional advisers or experts.    10127241/1                                                                                                  76  





 






                                                                                           EXECUTION VERSION    d)        Without prejudice to the generality of paragraph c) above or paragraph e) below, the Agent            may  at  any  time  engage  and  pay  for  the  services  of  any  lawyers  to  act  as  independent            counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the            Agent in its reasonable opinion deems this to be necessary.   e)        The  Agent  may  rely  on  the  advice  or  services of  any  lawyers,  accountants,  tax  advisers,            surveyors or other professional advisers or experts (whether obtained by the Agent or by            any other Party)  and shall not be liable for any damages, costs or losses to any person,            any diminution in value or any liability whatsoever arising as a result of its so relying.   f)        The Agent and the Security Agent may act in relation to the Finance Documents through its            officers, employees and agents.   g)        Unless  a  Finance  Document  expressly  provides  otherwise  the  Agent  may  disclose  to  any            other  Party  any  information  it  reasonably  believes  it  has  received  as  agent  under   this            Agreement.   h)        Notwithstanding any other provision of any Finance Document to the contrary, neither the            Agent nor the Arranger is obliged to do or omit to do anything if it would, or might in its            reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary            duty or duty of confidentiality.   i)        Notwithstanding any provision of any Finance Document to the contrary, the Agent and the            Security  Agent   is  not  obliged  to  expend  or  risk  its  own  funds  or  otherwise  incur  any            financial  liability  in  the  performance  of  its  duties,  obligations  or  responsibilities  or  the            exercise  of  any  right,  power,  authority  or  discretion  if  it  has  grounds  for  believing  the            repayment  of  such  funds  or  adequate  indemnity  against,  or  security  for,  such  risk  or            liability is not reasonably assured to it   26.8      Responsibility for documentation  Neither the Agent, the Security Agent nor the Arranger is responsible or liable for:   a)        the  adequacy,  accuracy  or  completeness  of  any  information  (whether  oral  or  written)            supplied by the Agent, the Arranger, the Obligors or any other person in or in connection            with any Finance Document or the transactions contemplated in the Finance Documents or            any  other  agreement,  arrangement  or  document  entered  into,  made  or  executed  in            anticipation of, under or in connection with any Finance Document;    b)        the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or            any  other  agreement,  arrangement  or  document  entered  into,  made  or  executed  in            anticipation of, under or in connection with any Finance Document; or   c)        any determination as to whether any information provided or to be provided to any Finance            Party  is  non-public  information  the  use  of  which  may  be  regulated  or  prohibited  by            applicable law or regulation relating to insider dealing or otherwise.   26.9      No duty to monitor  The Agent shall not be bound to enquire:   a)        whether or not any Default has occurred;     10127241/1                                                                                                  77  





 






                                                                                           EXECUTION VERSION    b)        as  to  the  performance,  default  or  any  breach  by  any  Party  of  its  obligations  under  any            Finance Document; or   c)        whether any other event specified in any Finance Document has occurred   26.10     Exclusion of liability  a)        Without limiting paragraph b) below (and without prejudice to         any other   provision  of any            Finance Document excluding or limiting the liability of the Agent        and the Security Agent),            the Agent and the Security Agent will not be liable for:              (i)        any  damages,  costs  or  losses  to  any  person,  any  diminution  in  value,  or  any                       liability whatsoever arising as a result of taking or not taking any action under or                       in  connection  with  any  Finance  Document,  unless  directly  caused  by  its  gross                       negligence or wilful misconduct;             (ii)       exercising, or not exercising, any right, power, authority or discretion given to it                       by,  or  in  connection  with,  any  Finance  Document  or  any  other  agreement,                       arrangement  or  document  entered  into,  made  or  executed  in  anticipation  of,                       under or in connection with, any Finance Document, other than by reason of its                       gross negligence or wilful misconduct; or             (iii)      without prejudice to the generality of paragraphs (i) and (ii) above, any damages,                       costs or losses to any person, any diminution in value or any liability whatsoever                       (including,  without  limitation,  for  negligence  or  any  other  category  of  liability                       whatsoever  but  not  including  any  claim  based  on  the  fraud  of  the  Agent or  the                       Security Agent) arising as a result of:                        (A)     any act, event or circumstance not reasonably within its control; or                         (B)     the  general  risks  of  investment  in,  or  the  holding  of  assets  in,  any                               jurisdiction,                        including  (in  each  case  and  without  limitation)  such  damages,  costs,    losses,                       diminution in value or liability arising as a result of: nationalisation, expropriation                       or  other  governmental  actions;  any  regulation,  currency  restriction,  devaluation                       or  fluctuation;  market  conditions  affecting  the  execution  or  settlement  of                       transactions or the value of assets (including any Disruption Event); breakdown,                       failure or malfunction of any third party transport, telecommunications, computer                       services or systems; natural disasters or acts of God; war, terrorism, insurrection                       or revolution; or strikes or industrial action.   b)        No Party (other than the Agent) may take any proceedings against any officer, employee            or agent of the Agent in respect of any claim it might have against the Agent or in respect            of  any  act  or  omission  of  any  kind  by  that officer,  employee  or  agent  in  relation  to  any            Finance  Document  and  any  officer,  employee  or  agent  of  the  Agent  may  rely  on  this            Clause.   c)        Neither  the  Agent  nor  the  Security  Agent  will  not  be  liable  for  any  delay  (or any  related            consequences)  in     crediting  an  account  with  an  amount  required  under  the  Finance            Documents  to  be  paid  by    it  if  it has  taken  all  necessary  steps  as  soon  as  reasonably            practicable  to  comply  with  the  regulations  or  operating  procedures  of  any  recognised            clearing or settlement system used by it for that purpose.    10127241/1                                                                                                  78  





 






                                                                                           EXECUTION VERSION    d)        Nothing  in  this  Agreement  shall  oblige  the  Agent,  the  Security  Agent or  the  Arranger  to            carry out:             (i)        any "know your customer" or other checks in relation to any person; or             (ii)       any  check  on  the  extent  to  which  any  transaction  contemplated          by  this                       Agreement might be unlawful for any Lender,             on behalf of any Lender and each Lender confirms to the Agent, the Security Agent and the            Arranger that it is solely responsible for any such checks it is required to carry out and that            it  may  not  rely  on any  statement  in  relation  to  such  checks  made  by  the  Agent,  the            Security Agent or the Arranger.   e)        Without  prejudice  to  any  provision  of  any  Finance  Document  excluding  or  limiting  the            Agent's  liability,  any  liability  of  the  Agent or  the  Security  Agent  arising  under  or  in            connection with any Finance Document shall be limited to the amount of actual loss which            has been suffered (as determined by reference to the date of default of the Agent and the            Security Agent or, if later, the date on which the loss arises as a result of such default) but            without reference to any special conditions or circumstances known to the Agent            and the            Security Agent    at any time which increase the amount of that loss. In no event shall the            Agent  be  liable  for  any  loss  of  profits,  goodwill,  reputation,  business  opportunity  or            anticipated saving, or for special, punitive, indirect or consequential damages, whether or            not the Agent has been advised of the possibility of such loss or damages.   26.11     Lenders' indemnity to the Agent and Finance Parties' indemnity to the Security            Agent  a)        Each  Lender  shall  (in  proportion  to  its  share  of  the  Total  Commitments  or,  if  the  Total            Commitments are then zero, to its share  of the Total Commitments immediately prior to            their  reduction  to  zero)  indemnify  the  Agent,   within  three  Business  Days  of  demand,            against any cost, loss or liability (including, without limitation, for negligence or any other            category  of  liability  whatsoever)  incurred  by  the  Agent  (otherwise  than  by  reason  of  the            Agent's   gross  negligence  or  wilful  misconduct,    in  acting  as  Agent  under  the  Finance            Documents (unless the Agent has been reimbursed by           the Obligors pursuant to a Finance            Document).   b)        Each other Finance Party shall (in proportion to its share of all amounts outstanding and/or            available for  drawing under the Finance Documents) indemnify the Security Agent, within            three  (3)  Business  Days  of  demand,  against  any  cost,  loss  or  liability  incurred  by  the            Security Agent (otherwise than by reason of the Security Agent's gross negligence or wilful            misconduct) in acting as Security Agent under the Finance Documents (unless it has been            reimbursed by the Obligors pursuant to a Finance Document).   26.12     Resignation of the Agent or the Security Agent  a)        The Agent or the Security Agent      may resign and appoint one of its Affiliates as successor            by giving notice to the Lenders and the Borrower.   b)        Alternatively, the Agent or the Security Agent may resign by giving thirty (30) days' notice            to  the  Lenders  and  the  Borrower,  in  which  case  the  Majority  Lenders  (after  consultation            with  the  Borrower)  may  appoint  a  successor  Agent,  or  as  the  case  may  be,  a  successor            Security Agent.    10127241/1                                                                                                  79  





 






                                                                                           EXECUTION VERSION    c)        If  the  Majority  Lenders  have  not  appointed  a  successor  Agent  or  as  the  case  may  be,  a            successor Security Agent     in accordance with paragraph b) above within twenty (20) days            after  notice  of  resignation  was  given,  the  retiring  Agent      or  Security  Agent    (after            consultation with the   Borrower) may appoint a successor Agent or as the case may be, a            successor Security Agent.   d)        The retiring Agent shall, or, as the case may be, the Security Agent make available to the            successor  Agent,   or,  as  the  case  may  be,  the successor  Security  Agent  such  documents            and records and provide such assistance as the successor Agent           or, as the case may be,            the  successor  Security  Agent   may  reasonably  request  for  the  purposes  of  performing  its            functions under the Finance Documents. The Borrower shall, within three Business Days of            demand, reimburse the retiring Agent for the amount of all costs and expenses (including            legal  fees)  properly  incurred  by  it  in  making  available  such  documents  and  records  and            providing such assistance.   e)        The  Agent's,  or,  as  the  case  may  be,  the  Security  Agent's, resignation  notice  shall  only            take effect upon the appointment of a successor.   f)        Upon  the  appointment  of  a  successor,  the  retiring  Agent      or  Security  Agent   shall  be            discharged from any further obligation in respect of the Finance Documents (other than its            obligations  under  paragraph  e)  above)  but  shall  remain  entitled  to  the  benefit of  Clause            14.4   (Indemnity  to  the  Agent),  Clause  14.5  (Indemnity  to  the  Security  Agent)   and  this            Clause 26 (and any agency fees for the account of the retiring Agent shall cease to accrue            from  (and  shall  be  payable  on)  that  date).  Any  successor  and  each  of  the  other  Parties            shall have the same rights and obligations amongst themselves as they would have had if            such successor had been an original Party.   g)        After  consultation  with  the Borrower,  the  Majority  Lenders  may,  by  notice  to  the  Agent,            require it to resign in accordance with paragraph b) above. In this event, the Agent shall            resign in accordance with paragraph b) above.   h)        The  Agent  shall  resign  in  accordance  with  paragraph  b)  above  (and,  to  the  extent            applicable,  shall  use  reasonable  endeavours  to  appoint  a  successor  Agent  pursuant  to            paragraph c) above) if on or after the date which is three (3) months before the earliest            FATCA  Application  Date  relating  to  any  payment  to  the  Agent  under  the  Finance            Documents, either:             (i)      the Agent fails to respond to a request under Clause 12.7 (FATCA Information) and                     the  Borrower  or  a  Lender  reasonably  believes  that  the  Agent  will  not  be  (or  will                     have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;             (ii)     the  information  supplied  by  the  Agent  pursuant  to  Clause            12.7   (FATCA                     Information)  indicates  that  the  Agent  will  not  be  (or  will  have  ceased  to  be)  a                     FATCA Exempt Party on or after that FATCA Application Date; or             (iii)    the Agent notifies the Borrower and the Lenders that the Agent will not be (or will                     have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;             and  (in  each  case)  the  Borrower  or  a  Lender  reasonably  believes  that  a  Party  will  be            required to make a FATCA Deduction that would not be required if the Agent were a FATCA            Exempt  Party,  and  the  Borrower  or    that  Lender,  by  notice  to  the  Agent,  requires  it  to            resign.    10127241/1                                                                                                  80  





 






                                                                                           EXECUTION VERSION    26.13     Confidentiality  a)        In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its            agency division which shall be treated as a separate entity from any other of its         divisions            or departments.   b)        If information is received by another division or department of the Agent, it may be treated            as confidential to that division or department and the Agent shall not be deemed to have            notice of it.   26.14     Relationship with the Lenders  a)        The Agent may treat the person shown in its records as Lender at the opening of business            (in the place of the Agent's principal office as notified to the Finance Parties from time to            time) as the Lender:             (i)        entitled  to  or  liable  for  any  payment  due  under  any  Finance  Document  on  that                       day; and             (ii)       entitled to receive and act upon any notice, request, document or communication                       or  make  any  decision  or  determination  under  any  Finance  Document  made  or                       delivered on that day,             unless it has received not less than five (5) Business Days' prior notice from that Lender to            the contrary in accordance with the terms of this Agreement.   b)        Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices,            communications,  information  and  documents  to  be  made  or  despatched  to  that  Lender            under  the  Finance  Documents.     Such  notice  shall  contain  the  address  and e-mail  address            and/or  any  other  information  required  to  enable  the  transmission  of  information  by  that            means  (and,  in  each  case,  the  department  or  officer,  if  any,  for  whose  attention            communication is to be made) and be treated as a notification of a substitute address, e-           mail  address  (or  such  other  information),  department  and  officer  by  that  Lender  for  the            purposes of Clause    31.2  (Addresses)   and the Agent shall be entitled to treat such person            as  the  person  entitled  to  receive  all  such  notices,  communications,  information  and            documents as though that person were that Lender.   26.15     Credit appraisal by the Lenders  Without affecting the responsibility of each Obligor for information supplied by it or on its behalf in  connection with any Finance Document, each Lender confirms to the Agent and the Arranger that it  has been, and will continue to be, solely responsible for making its own independent appraisal and  investigation of all risks arising under or in connection with any Finance Document including but not  limited to:   a)        the financial condition, status and nature of the Obligors;   b)        the  legality,  validity,  effectiveness,  adequacy  or  enforceability  of  any  Finance  Document            and  any  other  agreement,  arrangement  or  document  entered  into,  made  or  executed  in            anticipation of, under or in connection with any Finance Document;   c)        whether that Lender has recourse, and the nature and extent of that recourse, against any            Party  or  any  of  its  respective  assets  under  or  in  connection  with  any  Finance  Document,            the  transactions  contemplated  by  the  Finance  Documents  or  any  other  agreement,    10127241/1                                                                                                  81  





 






                                                                                           EXECUTION VERSION              arrangement  or document  entered  into,  made or  executed  in  anticipation  of,  under  or  in            connection with any Finance Document; and   d)        the  adequacy,  accuracy  or  completeness  of  any  information  provided  by  the  Agent,  any            Party  or  by  any  other  person  under  or  in  connection  with  any  Finance  Document,  the            transactions contemplated by any Finance Document or any other agreement, arrangement            or document entered into, made or executed in anticipation of, under or in connection with            any Finance Document.   26.16     Reference Banks  If  a  Reference  Bank  ceases  to  be  a  Lender,  the  Agent  shall  (in  consultation  with  the  Borrower)  appoint another Lender to replace that Reference Bank.   26.17     Role of Reference Banks  a)        No Reference Bank is under any obligation to provide a quotation or any other information            to the Agent.   b)        No Reference Bank will be liable for any action taken by it under or in connection with any            Finance Document, or for any quotation provided as Reference Bank, unless directly caused            by its gross negligence or wilful misconduct.   c)        No Party (other than the relevant Reference Bank) may take any proceedings against any            officer,  employee  or  agent  of  any  Reference  Bank  in  respect  of  any  claim  it  might  have            against that Reference Bank or in respect of any act or omission of any kind by that officer,            employee or agent in relation to any Finance Document, or to any quotation provided as a            Reference Bank, and any officer, employee or agent of each Reference Bank may rely on            this Clause 26.17.   26.18     Deduction from amounts payable by the Agent or the Security Agent  If any Party owes an amount to the Agent or the Security Agent under the Finance Documents the  Agent or the Security Agent may, after giving notice to that Party, deduct an amount not exceeding  that  amount  from  any  payment  to that  Party  which  the  Agent    or  the  Security  Agent  (as  the  case  may be)    would otherwise be obliged to make under the Finance Documents and apply the amount  deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents  that Party shall be regarded as having received any amount so deducted.   26.19     No responsibility to perfect Security Interest  Neither the Agent nor the Security Agent shall be liable for any failure to:   a)        require the deposit with it of any deed or document certifying, representing or constituting            the  title  of  any  Obligor  to  any  of  the  assets  subject  to  or  intended  to  be  subject  to  the            Security Interest under the Security Documents;   b)        obtain any licence, consent or other authority for the execution, delivery, legality, validity,            enforceability  or  admissibility  in  evidence  of  any  Finance  Document  or  the  Security            Interest;   c)        register, file or record or otherwise protect any of the Security Interest under the Security            Documents (or the priority of any of those Security Interest) under any law or regulation or            to give notice to any person of the execution of any Finance Document or of the Security            Interest under the Security Documents;    10127241/1                                                                                                  82  





 






                                                                                           EXECUTION VERSION    d)        take,  or  to  require  any  Obligor  to  take,  any  step  to  perfect  its  title  to  any  of  the  assets            subject to or intended to be subject to the Security Interest under the Security Documents            or  to  render  those  Security  Interest  effective  or  to  secure  the  creation  of  any  ancillary            Security under any law or regulation; or   e)        require any further assurance in relation to any Security Document.   27        CONDUCT OF BUSINESS OF THE FINANCE PARTIES  No provision of this Agreement will:   a)        interfere  with  the  right  of  any  Finance Party  to  arrange  its  affairs  (tax  or  otherwise)  in            whatever manner it thinks fit;   b)        oblige any Finance Party to investigate or claim any credit, relief, remission or repayment            available to it or to the extent, order or manner of any claim; or   c)        oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise)            or any computations in respect of Tax.   28        SHARING AMONG THE FINANCE PARTIES  28.1      Payment to Finance Parties  If  a Finance  Party  (a  "Recovering     Finance  Party")  receives  or  recovers  any    amount  from    an  Obligor  other  than  in  accordance  with  Clause  29  (Payment   mechanics)   (a  "Recovered  Amount")  and applies that amount to a payment due under the Finance Documents then:   a)        the Recovering Finance Party shall promptly, within three (3) Business Days, notify details            of the receipt or recovery to the Agent;   b)        the Agent shall determine whether the receipt or recovery is in excess of the amount the            Recovering Finance Party would have been paid had the receipt or recovery been received            by  or  made  by  the  Agent  and  distributed  in  accordance  with  Clause         29  (Payment            mechanics),  without  taking  account  of  Tax  which  would  be  imposed  on  the  Agent  in            relation to the receipt, recovery or distribution; and   c)        the  Recovering    Finance  Party  shall, within  three  (3)  Business  Days  of  demand  by  the            Agent,  pay  to  the  Agent  an  amount  (the   "Sharing  Payment")  equal  to  such  receipt  or            recovery less any amount which the Agent determines may be retained by the Recovering            Finance  Party   as  its  share  of  any  payment  to  be  made,  in  accordance  with  Clause 29.5            (Partial payments).   28.2      Redistribution of payments  The  Agent  shall  treat  the  Sharing  Payment  as  if  it  had  been  paid  by  the  relevant  Obligor  and  distribute it between the Finance Parties (other than the Recovering         Finance Party)   (the "Sharing  Finance  Parties")    in  accordance  with  Clause   29.5  (Partial payments)    towards  the  obligations  of  that Obligor to the Sharing Finance Parties.   28.3      Recovering Finance Party's rights  On  a  distribution  by  the  Agent  under  Clause    28.2  (Redistribution  of  payments),   of  a  payment  received by a   Recovering   Finance  Party  from an Obligor, as between the relevant Obligor and the    10127241/1                                                                                                  83  





 






                                                                                           EXECUTION VERSION    Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be  treated as not having been paid by that Obligor.    28.4      Reversal of redistribution  If any part of the Sharing Payment received or recovered by a Recovering            Finance Party   becomes  repayable and is repaid by that Recovering Finance Party, then:   a)        each   Sharing  Finance  Party  shall,  upon  request  of  the  Agent,  pay  to  the  Agent  for  the            account  of  that  Recovering  Finance  Party  an  amount  equal  to   the  appropriate  part  of its            share of the Sharing Payment (together with an amount as is necessary to reimburse that            Recovering   Finance Party   for its proportion of any interest on the Sharing Payment which            that Recovering Finance Party is required to pay) (the "Redistributed Amount"); and   b)        as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal            to the relevant Redistributed Amount will treated as not having been paid by that Obligor.   28.5      Exceptions  a)        This Clause 28 shall not apply to the extent that the Recovering         Finance Party would not,            after  making  any  payment  pursuant  to  this  Clause,  have  a  valid  and  enforceable  claim            against the relevant Obligor.   b)        A  Recovering    Finance  Party  is  not  obliged  to  share  with  any  other Finance  Party   any            amount which the Recovering Finance Party has received or recovered as a result of taking            legal or arbitration proceedings, if:             (i)        it notified that other Finance Party of the legal or arbitration proceedings; and             (ii)       that other   Finance  Party  had  an  opportunity  to  participate  in  those  legal  or                       arbitration  proceedings  but  did   not  do  so  as  reasonably  practicable  having                       received notice and did not take separate legal or arbitration proceedings.       10127241/1                                                                                                  84  





 






                                                                                           EXECUTION VERSION                                                    SECTION 11                                              ADMINISTRATION     29        PAYMENT MECHANICS  29.1      Payments to the Agent  All payments by an Obligor or a Lender under the Finance Documents (other than in connection with  the realisation or enforcement of any Security Documents) shall be made:   a)        to the Agent to its account with such office or bank as the Agent may from time to time            designate in writing to the Obligor or a Lender for this purpose; and   b)        for value on the due date at such times and in such funds as the Agent may specify to the            Party  concerned  as  being  customary  at  the  time  for  settlement  of  transactions  in  the            relevant currency in the place of payment.   29.2      Distributions by the Agent  Each payment received by the Agent under the Finance Documents for another Party shall, subject  to Clause 29.3 (Distributions to the Obligors), 29.4 (Clawback) and 29.9 (Payments to the Security  Agent), be made available by the Agent as soon as practicable after receipt to the Party entitled to  receive payment in accordance with this Agreement, to such account as that Party may notify to the  Agent by not less than five (5) Business Days' notice.   29.3      Distributions to an Obligor  The Agent may (with the consent of the        Obligor  or in accordance  with Clause    30  (Set-off)), apply  any amount received by it for that Obligor in or towards payment (on the date and in the currency  and funds of receipt) of any amount due from         that Obligor  under the Finance  Documents or in or  towards purchase of any amount of currency to be so applied.   29.4      Clawback and pre-funding  a)        Where a sum is to be paid to the Agent        under the Finance Documents for another Party,            the Agent is not obliged to pay that sum to that        other Party  (or to enter into or perform            any related exchange contract) until it has been able to establish to its satisfaction that it            has actually received that sum.    b)        Unless  paragraph  c)  below  applies,  if  the  Agent  pays  an  amount  to  another  Party  and  it            proves to be the case that the Agent had not actually received that amount, then the Party            to whom that amount (or the proceeds of any related exchange contract) was paid by the            Agent shall on demand refund the same amount to the Agent together with interest on that            amount from the date of payment to the date of receipt by the Agent, calculated by the            Agent to reflect its cost of funds.   c)        If the Agent has notified    the Lenders that it is willing to make available amounts for the            account of the Borrower before receiving funds from the Lenders, then if and to the extent            that the Agent does so but it proves to be the case that it does not then receive funds from            a Lender in respect of a sum which it paid to the Borrower:             (i)        the  Agent  shall  notify  the Borrower  of  that  Lender's  identity  and  the  Borrower                       shall on demand refund it to the Agent; and    10127241/1                                                                                                  85  





 






                                                                                           EXECUTION VERSION              (ii)       the  Lender  by  whom  those  funds  should  have  been  made  available  or,  if  that                       Lender fails to do so, the Borrower shall on demand pay to the Agent the amount                       (as  certified  by  the  Agent)  which  will  indemnify  the  Agent  against  any  funding                       cost incurred by it as a result of paying out that sum before receiving those funds                       from that Lender.   29.5      Partial payments   a)        If  the  Agent (or  the  Security  Agent,  as  applicable) receives  a  payment   or  an  amount  is            recovered  by  the  Security  Agent  pursuant  to  the  terms  of  any  Security  Document  in            connection with the realisation or enforcement of all or any part of the        Security  Interest)            that is insufficient to discharge all the amounts then due and payable by        an Obligor under            the Finance Documents, the Agent shall apply that payment towards the obligations of that            Obligor under the Finance Documents in the following order:             (i)        firstly, in or towards payment pro rata of any unpaid fees, costs and expenses of                       the Agent and the Security Agent under the Finance Documents;             (ii)       secondly,  in  or  towards  payment    pro  rata  of  any  accrued  interest  (including                       default interest), fee or commissions due but unpaid under this Agreement;             (iii)      thirdly, in or towards payment pro rata of any principal due but unpaid under this                       Agreement; and             (iv)       fourthly, in or towards payment pro rata of any other sum due but unpaid under                       the Finance Documents (excluding the Hedging Agreements); and             (v)        fifthly, in or towards payment pro rata of any other sum due but unpaid under the                       Hedging Agreements.   b)        The Agent shall, if so directed by the Lenders, vary the order set out in paragraphs          (i) to            (v) above.    c)        This Clause 29.5 will override any appropriation made by an Obligor.   29.6      No set-off by the Obligors  All  payments  to  be  made  by  an  Obligor  under  the  Finance  Documents  shall  be   calculated  and  be  made without (and free and clear of any deduction for) set-off or counterclaim.   29.7      Business Days   a)        Any payment under the Finance Documents which is due to be made on a day that is not a            Business Day shall be made on the next Business Day in the same calendar month (if there            is one) or the preceding Business Day (if there is not).    b)        During any extension of the due date for payment of any principal or Unpaid             Sum  under            this Agreement interest is payable on the principal or       Unpaid  Sum   at the rate payable on            the original due date.   29.8      Currency of account  The Obligors shall pay:   a)        any  amount  payable  under      the  Finance  Documents,  except  as  otherwise  provided  for            herein, in USD; and    10127241/1                                                                                                  86  





 






                                                                                           EXECUTION VERSION    b)        all payments of costs and Taxes in the currency in which the same were incurred.   29.9      Payments to the Security Agent  Notwithstanding  any  other  provision  of  any  Finance  Document,  at  any  time  after  any  Security  Interest created by or pursuant to any Security Document becomes enforceable, the Security Agent  may require:   a)        any Obligor to pay all sums due under any Finance Document; or   b)        the  Agent  to  pay  all  sums  received  or  recovered  from  an  Obligor  under  any  Finance            Document,   in each case as the Security Agent may direct for application in accordance  with the terms of the  relevant Security Document.   30        SET-OFF   a)        A Finance Party may, to the extent permitted by applicable law, set off any obligation due            from   an Obligor  under  the  Finance  Documents  (to  the  extent  beneficially  owned  by  that            Finance  Party)  against  any  obligations  owed  by  that  Finance  Party  to       that  Obligor,            regardless of the place of payment, booking branch or currency of either obligation. If the            obligations are in different currencies, the Finance Party may convert either obligation at a            market rate of exchange in its usual course of business for the purpose of the set-off.   b)        Each Obligor hereby agrees and accepts that this Clause 30 shall constitute a waiver of the            provisions  of  Section  29  of  the  FA  Act and  further  agrees  and  accepts,  to  the  extent            permitted by law, that Section 29 of the FA Act shall not apply to this Agreement.   31        NOTICES   31.1      Communication in writing  a)        Any communication to be made under or in connection with the Finance Documents shall            be made in writing and, unless otherwise stated, may be made by e-mail or letter.    b)        Any such notice or communication addressed as provided in Clause            31.2  (Addresses) will            be deemed to be given or made as follows:             (i)        if by letter, when delivered at the address of the relevant Party;             (ii)       if by email, when received in legible form.   c)        However, a notice given in accordance with the above but received on a day which is not a            Business Day or after 16:00 hours in the place of receipt will only be deemed to be given            at 9:00 hours on the next Business Day in that place.   d)        Any communication or document to be made or delivered to the Agent will be effective only            when    actually  received  by  the  Agent  and  then  only  if  it  is  expressly  marked  for  the            attention of the department or officer identified with the Agent's       signature below (or any            substitute department or officer as the Agent shall specify for this purpose).    10127241/1                                                                                                  87  





 






                                                                                           EXECUTION VERSION    31.2      Addresses   Any  communication  or  document  to  be  made  under  or  in  connection  with  the  Finance  Documents  shall  be  made  or  delivered  to  the  address  and  email  address  of  each  Party  and  marked  for  the  attention of the department or persons set out below and, in case of any New Lender, to the address  notified to the Agent:   If to the Agent or             ABN AMRO BANK  N.V.  the Security Agent:            Office: Gustav Mahlerlaan 10                                  1082 PP Amsterdam                                  The Netherlands/ PAC HQ9037                                  Address for correspondence:                                  PO Box 283                                  1000 EA Amsterdam                                  The Netherlands/ PAC HQ9037                                                                   Department:Agency Syndicated Loans                                  ABN.AMRO.Agency.Team.1  @nl.abnamro.com    If to any of the Obligors:     FLEX LNG MANAGEMENT AS                                 Bryggegata 3                                 0250 Oslo, Norway                                 Att: Chief Financial Officer                                 E-mail: finance@flexlng.com   or any substitute address and/or email address and/or marked for such other attention as the Party  may notify to the other Agent (or the Agent may notify the other Parties if a change is made by the  Agent) by not less than five (5) Business Days' prior notice.   31.3      Communication with the Obligors  All communication from or to an Obligor shall be sent through the Agent.   31.4      Language  Communication to be given by one Party to another under the Finance Documents shall be given in  the  English  language  or,  if  not  in  English and  if  so  required  by  the  Agent, be  accompanied  by  a  certified  English  translation  and,  in  this  case,  the  English  translation  shall  prevail  unless  the  document is a statutory or other official document.   32        CALCULATIONS AND CERTIFICATES  32.1      Certificates and Determinations  Any  certification  or  determination  by  a  Finance  Party  of  a  rate  or  amount  under  any  Finance  Document  is,  in  the   absence  of  manifest  error,  conclusive  evidence  of  the  matters  to  which  it  relates.   32.2      Day count convention  All interest, commission    or fee accruing  under the Finance Documents       will accrue from day-to-day  and is calculated on the basis of the actual number of days elapsed and a year of 360 days.     10127241/1                                                                                                  88  





 






                                                                                           EXECUTION VERSION    33        PARTIAL INVALIDITY  If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable  in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the  remaining provisions nor the legality, validity or enforceability of such provisions       under any law of  any other jurisdiction will in any way be affected or impaired.   34        REMEDIES AND WAIVERS  No  failure  to  exercise,  nor  any delay in  exercising  on  the  part  of any  Finance  Party, any  right  or  remedy under the Finance Documents shall operate as a waiver, of any such right or remedy any of  the Finance Documents. No single or partial exercise of any other right or remedy shall prevent any  further  or  other  exercise  of  any  other  right  or  remedy.  The  rights  and  remedies provided in each  Finance Document are cumulative and not exclusive of any rights or remedies provided by law.   35        AMENDMENTS AND WAIVERS  35.1      Required consents  a)        Subject to Clause 35.2 (All Lender matters) and 35.3 (Other exceptions), any term of the            Finance  Documents  may  be  amended  or  waived  only  with  the  consent  of  the  Majority            Lenders and the Obligors and any such amendment will be binding on all Parties.    b)        The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted            by this Clause.   35.2      All Lender matters  An amendment to or waiver of any term of any Finance Document that has the effect of changing or  which relates to:   a)        the definition of "Majority Lenders" in Clause 1.1 (Definitions);   b)        an extension of the date of any payment of any amount under the Finance Documents;   c)        a reduction in   Margin or a reduction in the amount      of any payment     of principal, interest,            fees or commission payable;   d)        an increase in or extension of any Commitment or an extension of the Availability Period or            any  requirement  that  a  cancellation  of  Commitments  reduces  the  Commitments  of  the            Lenders rateably under the Facilities;   e)        a term of the Finance Documents which expressly requires the consent of all the Lenders;   f)        a proposed substitution or replacement of the Borrower or a Guarantor;   g)        the definitions of "Restricted Party", "Sanctions", "Sanctions Authority" or "Sanctions List",            any Clause in which such term is used in this Agreement, or any other provision or other            matters relating to Sanctions, including without limitation Clause 22.22 (Sanctions).   h)        the  release  of  any  guarantee  and  indemnity  granted  under  Clause      17  (Guarantee  and            indemnity) or of any Security Interest granted under any of the Security Documents unless            permitted  under  this  Agreement  or  any  other  Finance  Document  or  relating  to  a  sale  or            disposal of an asset which is the subject to Security Interest where such sale or disposal is            expressly permitted under this Agreement or any other Finance Document; or    10127241/1                                                                                                  89  





 






                                                                                           EXECUTION VERSION    i)        Clauses   2.2   (Finance  party's   rights  and  obligations),  7.3   (Mandatory  prepayment      –            Illegality) 18  (Security),  25  (Changes  to  the  Parties),  28  (Sharing  among  the  Finance            Parties), 29.5 (Partial payments), this Clause 35.2, Clause 39.1 (Governing law) and 39.2            (Jurisdiction),   shall not be made without the prior written consent of all the Lenders.   35.3      Other exceptions  An amendment or waiver which relates to the rights or obligations of the Agent,            Hedge   Providers,  the Security Agent or the Arranger (each in their capacity as such) may not be effected without the  consent of the Agent, the Hedge Providers, the Security Agent or, as the case may be, the Arranger.   35.4      Replacement of Screen Rate  a)        Subject to Clause 35.3 (Other exceptions), any amendment or waiver which relates to:             (i)        providing for the use of a Replacement Benchmark; and             (ii)                               (A)       aligning  any  provision  of  any  Finance  Document  to  the  use  of  that                                 Replacement Benchmark;                        (B)       enabling that Replacement Benchmark to be used for the calculation of                                 interest  under  this  Agreement  (including,  without  limitation,  any                                 consequential changes required to enable that       Replacement Benchmark                                 to be used for the purposes of this Agreement);                        (C)       implementing  market  conventions  applicable  to  that  Replacement                                 Benchmark;                         (D)       providing for appropriate fallback (and market disruption) provisions for                                 that Replacement Benchmark; or                        (E)       adjusting  the  pricing  to  reduce  or  eliminate,  to  the  extent  reasonably                                 practicable, any transfer of economic value from one Party to another as                                 a  result  of  the  application  of  that  Replacement  Benchmark  (and  if  any                                 adjustment or method for calculating any adjustment has been formally                                 designated,  nominated  or  recommended  by  the  Relevant  Nominating                                 Body,  the  adjustment  shall  be  determined  on  the  basis  of  that                                 designation, nomination or recommendation),             may  be  made  with  the  consent  of  the  Agent  (acting  on   the  instructions  of  the  Majority            Lenders) and the Obligors.   b)        If  any  Lender  fails  to  respond  to  a  request  for  an  amendment  or  waiver  described  in            paragraph (a) above within 10 Business Days (or such longer time period in relation to any            request which the Company and the Agent may agree) of that request being made:             (i)        its Commitment(s) shall not be included for the purpose of calculating the Total                       Commitments under the relevant Facility when ascertaining whether any relevant                       percentage  of  Total  Commitments  has  been  obtained  to  approve  that  request;                       and    10127241/1                                                                                                  90  





 






                                                                                           EXECUTION VERSION              (ii)       its  status  as  a  Lender  shall  be  disregarded  for  the  purpose  of  ascertaining                       whether  the  agreement  of  any  specified  group  of  Lenders  has  been  obtained  to                       approve that request.   c)        For the purpose of this Clause 35.4 (Replacement of Screen Rate)            "Relevant  Nominating  Body"  means  any  applicable  central  bank,  regulator  or  other           supervisory authority or a group of them, or any working group or committee sponsored or           chaired by, or constituted at the request of, any of them or the Financial Stability Board.            "Replacement Benchmark" means a benchmark rate which is:            a)       formally  designated,  nominated  or  recommended  as  the  replacement  for  a  Screen                    Rate by:                     (i)     the administrator of that Screen Rate (provided that the market or economic                            reality that such benchmark rate measures is the same as that measured by                            that Screen Rate); or                     (ii)    any Relevant Nominating Body,                     and if replacements have, at the relevant time, been formally designated, nominated                    or recommended under both paragraphs, the "Replacement Benchmark" will be the                    replacement under paragraph (ii) above;              b)      in  the  opinion  of  the  Majority  Lenders and  the  Obligors,  generally  accepted  in  the                    international  or  any  relevant  domestic  syndicated  loan  markets  as  the  appropriate                    successor to a Screen Rate; or             c)      in the opinion of the Majority Lenders and the Obligors, an appropriate successor to                    a Screen Rate.    36        CONFIDENTIAL INFORMATION  36.1      Confidentiality  Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to  anyone, save to the extent permitted by Clause 36.2 (Disclosure of Confidential Information), and to  ensure  that  all  Confidential  Information  is  protected  with  security  measures  and  a  degree  of  care  that would apply to its own confidential information.   36.2      Disclosure of Confidential Information  Any Finance Party may disclose:   a)        to  any  of  its  Affiliates  and  any  of  its  or  their  officers,  directors,  employees,  professional            advisers,  auditors,  partners,  insurance  and  reinsurance  brokers,  insurers  and  reinsurers            and   representatives  such  Confidential  Information  as  that  Finance  Party  shall  consider            appropriate if any person to whom the Confidential Information is to be given pursuant to            this paragraph a) is informed in writing of its confidential nature and        that some or all of            such Confidential Information may be price-sensitive information except that there shall be            no such requirement to so inform if the recipient is subject to professional obligations to            maintain  the  confidentiality  of  the  information  or is  otherwise  bound  by  requirements  of            confidentiality in relation to the Confidential Information;    10127241/1                                                                                                  91  





 






                                                                                           EXECUTION VERSION    b)        to any person    and only  such Confidential Information as that Finance Party shall consider            appropriate:             (i)        to  (or  through)  whom  it  transfers  (or  may  potentially transfer)  all  or  any  of  its                       rights  and/or  obligations  under  one  or  more  Finance  Documents  or  which                       succeeds (or which may potentially succeed) it as Agent and, in each case, to any                       of that person's Affiliates and professional advisers;             (ii)       with  (or  through)  whom  it  enters  into  (or  may  potentially  enter  into),  whether                       directly or indirectly, any sub-participation in relation to, or any other transaction                       under which payments are to be made or may be made by reference to, one or                       more Finance Documents and the Borrower and to any of that person's Affiliates                       and professional advisers;             (iii)      appointed  by  any  Finance  Party  or  by  a  person  to whom  paragraph  b)(i)  or  (ii)                       above  applies  to  receive  communications,  notices,  information  or  documents                       delivered  pursuant  to  the  Finance  Documents  on  its  behalf  (including,  without                       limitation,  any  person  appointed  under  paragraph  c)  of  Clause             26.14                       (Relationship with the Lenders));              (iv)       who  invests  in or  otherwise  finances  (or  may  potentially  invest  in  or  otherwise                       finance),  directly  or  indirectly,  any  transaction  referred  to  in  paragraph  b)(i)  or                       b)(ii) above;             (v)        to  whom  information  is  required  or  requested  to  be  disclosed  by  any  court  of                       competent jurisdiction or any governmental, banking, taxation or other regulatory                       authority or similar body, the rules of any relevant stock exchange or pursuant to                       any applicable law or regulation;             (vi)       to  whom  information  is  required to  be  disclosed in connection  with,  and  for the                       purposes  of,  any  litigation,  arbitration,  administrative  or  other  investigations,                       proceedings or disputes;             (vii)      to  whom  or  for  whose  benefit  that  Finance  Party  charges,  assigns  or  otherwise                       creates Security (or may do so) pursuant to Clause       25.8 (Security over Lenders'                       rights);             (viii)     who is a Party; or             (ix)       with the consent of the Borrower.   36.3      Disclosure to numbering service providers  a)        Notwithstanding any other term of any Finance Document or any other agreement between            the Parties to the contrary (whether express or implied), any Finance Party may disclose to            any national or international numbering service provider appointed by that Finance Party to            provide identification numbering services in respect of this Agreement, the Facilities and/or            one or more Obligors the following information:              (i)       names of Obligors;              (ii)      country of domicile of Obligors;    10127241/1                                                                                                  92  





 






                                                                                           EXECUTION VERSION               (iii)     place of incorporation of Obligors;              (iv)      date of the Agreement;              (v)       governing law of the Agreement;              (vi)      names of the Agent and the Arrangers;              (vii)     date of each amendment and restatement of the Agreement;              (viii)    amounts of, and names of, the Facilities (and any tranches);              (ix)      amount of Total Commitments;              (x)       currencies of the Facilities;              (xi)      type of Facilities;              (xii)     ranking of Facilities;              (xiii)    Termination Date for Facilities;              (xiv)     changes to any of the information previously supplied pursuant to sub-clauses (i)                       to (xii) above; and              (xv)      such  other  information  agreed  between  such  Finance  Party  and  the       Ultimate                       Parent,             to enable such numbering service provider to provide its usual syndicated loan numbering            identification services.   b)        The  Parties  acknowledge  and  agree  that  each  identification  number  assigned  to         the            Agreement, the Facilities and/or one or more Obligors by a numbering service provider and            the information associated with each such number may be disclosed to users of its services            in accordance with the standard terms and conditions of that numbering service provider.   c)        Each Obligor represents that none of the information set out in sub-paragraphs (i) to (xiv)            of paragraph a) above is, nor will at any time be, unpublished price-sensitive information.   d)        The Agent shall notify the Ultimate Parent and the other Finance Parties of:              (i)       the name of any numbering service provider appointed by the Agent in respect of                       this Agreement, the Facilities and/or one or more Obligors; and              (ii)      the  number  or,  as  the  case  may  be,  numbers  assigned  to  the  Agreement,  the                       Facilities and/or one or more Obligors by such numbering service provider.   36.4      Disclosure to administration/settlement services providers  Notwithstanding  any  other  term  of  any  Finance  Document  or  any  other  agreement  between  the  Parties to the contrary (whether express or implied), any Finance Party may disclose to any person  appointed by:   a)        that Finance Party;    10127241/1                                                                                                  93  





 






                                                                                           EXECUTION VERSION    b)        a person to (or through) whom that Finance Party assigns or transfers (or may potentially            assign  or  transfer)  all  or  any  of  its  rights  and/or  obligations  under  one  or  more  Finance            Documents or which succeeds (or which may potentially succeed) it as Agent              or Security            Agent under the Agreement; and/or   c)        a person with (or through) whom that Finance Party enters into (or may potentially enter            into) any sub-participation in relation to, or any other transaction under which payments            are to be made, or may be made, by reference to, one or more Finance Documents and/or            one or more Obligors,   to provide administration or settlement services in respect of one or more of the Finance Documents  including  without  limitation,  in  relation  to  the  trading  of  participations  in respect  of  the  Finance  Documents, such Confidential Information as may be required to be disclosed to enable such service  provider to provide any of the services referred to in this clause 36.4 if the service provider to whom  the Confidential Information is to be given has entered into a confidentiality agreement substantially  in the form of the LMA Master Confidentiality Undertaking for use  with Administration/ Settlement  Services  Providers  or  such  other  form  of  confidentiality  undertaking  agreed  between  the   Ultimate  Parent and the relevant Finance Party.   36.5      Entire agreement  This Clause 36 constitutes the entire agreement between the Parties in relation to the obligations of  the Finance Parties under the Finance Documents regarding Confidential Information and supersedes  any previous agreement, whether express or implied, regarding Confidential Information.   36.6      Inside information  Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may  be price-sensitive information and that the use of such information may be regulated or prohibited  by  applicable  legislation  including  securities  law  relating  to  insider  dealing  and  market  abuse  and  each  of  the  Finance  Parties  undertakes  not  to  use  any  Confidential  Information  for  any  unlawful  purpose.   36.7      Notification of disclosure  Each  of  the  Finance  Parties  agrees  (to  the  extent  permitted  by  law  and  regulation)  to  inform  the  Borrower:   a)        of  the  circumstances  of  any  disclosure  of  Confidential  Information  made  pursuant  to            paragraph b)(v) of Clause 36.2 (Disclosure of Confidential Information), except where such            disclosure is made to any of the persons referred to in that paragraph during the ordinary            course of its supervisory or regulatory function; and   b)        upon  becoming  aware  that  Confidential  Information  has  been  disclosed  in  breach  of  this            Clause 36.   36.8      Continuing obligations  The obligations in this Clause 36 are continuing and, in particular, shall survive and remain binding  on each Finance Party for a period of twelve (12) months from the earlier of:   a)        the  date  on  which  all  amounts  payable  by  the  Obligors  under  or  in  connection  with  this            Agreement have been paid in full and all Commitments have been cancelled or otherwise            cease to be available; and     10127241/1                                                                                                  94  





 






                                                                                           EXECUTION VERSION    b)        the date on which such Finance Party otherwise ceases to be a Finance Party.   37        COUNTERPARTS  Each  Finance  Document  may  be  executed  in  any  number  of  counterparts,  and  this  has  the  same  effect as if the signatures on the counterparts were on a single copy of the Finance Document.   38        CONTRACTUAL RECOGNITION OF BAIL-IN  Notwithstanding any other term of any Finance Document or any other agreement, arrangement or  understanding  between  the  Parties,  each  Party  acknowledges  and  accepts that  any  liability of  any  Party to any other Party under or in connection with the Finance Documents may be subject to Bail- In  Action  by  the  relevant Resolution  Authority  and acknowledges  and  accepts  to  be  bound  by  the  effect of:     a)        any Bail-In Action in relation to any such liability, including (without limitation):             (i)        a reduction, in full or in part, in the principal amount, or outstanding amount due                       (including any accrued but unpaid interest) in respect of any such liability;             (ii)       a conversion of all, or part of, any such liability into shares or other instruments                       of ownership that may be issued to, or conferred on, it; and             (iii)      a cancellation of any such liability; and   b)        a variation of any term of any Finance Document to the extent necessary to give effect to            any Bail-In Action in relation to any such liability.                                                                                                                       10127241/1                                                                                                  95  





 






                                                                                           EXECUTION VERSION                                                    SECTION 11                                  GOVERNING LAW AND ENFORCEMENT      39        GOVERNING LAW AND ENFORCEMENT  39.1      Governing law  This Agreement shall be governed by Norwegian law.   39.2      Jurisdiction  a)        For the benefit of each Finance Party, each Obligor agrees that the courts of Oslo, Norway,            have  jurisdiction  to  settle  any disputes  arising  out  of  or  in  connection  with  the  Finance            Documents     including  a  dispute  regarding  the  existence,  validity  or  termination  of  this            Agreement,  and  the    Obligors  accordingly  submits  to  the  non-exclusive  jurisdiction  of  the            Oslo District Court (Oslo tingrett).    b)        Nothing  in  this  Clause   39.2  shall  limit  the  right  of the Finance  Parties  to  commence            proceedings against an Obligor in any other court of competent jurisdiction. To the extent            permitted by law, the Finance Parties may take concurrent proceedings in any number of            jurisdictions.   39.3      Service of process  Without prejudice to any other mode of service, each Obligor:   a)        appoints Flex LNG Management AS (company no. 920 626 289), PO Box 1327 Vika, 0112            Oslo (mail address) and Bryggegate 3, 0250 Oslo, Norway (visiting adress) as its agent for            the service of process and/or any other writ, notice, order or judgment in respect of this            Agreement, any other Finance Document governed by Norwegian law and/or the matters            arising here from; and   b)        agrees  that  failure  by  such  process  agent  to  notify  an  Obligor  of  the  process  will  not            invalidate the proceedings concerned.    If any process agent appointed pursuant to this Clause        39.3 (Service of process) (or any successor  thereto) shall cease to exist for any reason where process may be served, the Obligor will forthwith  appoint  another  process  agent  with  an  office  in  Norway  where  process  may  be  served  and  will  forthwith notify the Agent thereof.                                                          * * *   This  Agreement  has  been         entered  into    on  the  date    stated  at   the  beginning  of  this  Agreement.     10127241/1                                                                                                  96  





 






                                                                                           EXECUTION VERSION                                                   SCHEDULE 1                           THE ORIGINAL LENDERS AND COMMITMENTS                                                                                                                                                                                                                       Name of Original Lender                                                                 Commitment                                                                                                     Term Loan Facility   ABN AMRO BANK  N.V., OSLO BRANCH                                                                  Organisation no. 995 550 164                                                           USD 25,000,000   SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)                                                           Registration no. 502032-9081                                                           USD 25,000,000                                                                                                     Revolving Facility   ABN AMRO BANK  N.V., OSLO BRANCH                                                                  Organisation no. 995 550 164                                                           USD 25,000,000   SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)                                                           Registration no. 502032-9081                                                           USD 25,000,000                                                                                                     Total Commitments                                                                    USD 100,000,000                                                                                                                                                                                    10127241/1                                                                                                  97  





 






                                                                                           EXECUTION VERSION                                                   SCHEDULE 2                                        CONDITIONS PRECEDENT                                                                                                             PART I                                CONDITIONS PRECEDENT TO SIGNING   1         Corporate authorisations   a)        A copy of each Obligor's constitutional documents;    b)        A copy of resolutions passed by each Obligor's board of directors evidencing:             (i)        the approval of the terms of, and the transactions contemplated by, the Finance                       Documents; and             (ii)       the authorisation of its  appropriate officer or officers or other representatives to                       execute  the  Finance  Documents  and  any  other  documents  necessary  for  the                       transactions contemplated by the Finance Documents, on its behalf.   c)        To  the  extent  required  in  the  relevant  jurisdictions,  a  copy  of  resolutions  passed  by  the            shareholders of each Obligor ratifying the resolutions of its board of directors;    d)        To the extent not covered by resolutions, any powers of attorney (notarised and legalised,            if required) granted by an Obligor to execute any Finance Documents;    e)        A certificate of goodstanding (or equivalent) in respect of each Obligor;   f)        A  specimen  of  the  signature  (which  can  be  by  way  of  copy  of  passport)  of  each  person            signing the Finance Documents on behalf of each Obligor   g)        A certificate of an authorised signatory of each Obligor certifying that each copy document            relating  to  it  specified in  this  Schedule  2 is  correct,  complete  and in  full  force  and  effect            and  has  not  been  amended  or  superseded  as  at  a  date  no  earlier  than  the  date  of  this            Agreement and confirming that borrowing or guaranteeing or securing, as appropriate, the            Total Commitments would not cause any borrowing, guarantee, security or similar binding            limit to be exceeded.    h)        Such  other  documentation  and  evidence  required  to  complete  the  "know  your  customer"            checks as described in Clause 20.9 ("Know your customer" checks).   2         Authorisations   All approvals, authorisations and consents required by any government or other authorities for the  Obligors to enter into and perform their obligations under this Agreement and/or any of the Finance  Documents to which they are respective parties.    3         Finance Documents   a)        The Agreement;   b)        The Fee Letters; and    10127241/1                                                                                                  98  





 






                                                                                           EXECUTION VERSION    c)        The letter in respect of effective interest pursuant to Clause 8.1b) (Effective Interest).   4         Vessel Documents   a)        A copy of the Management Agreements.   5         Miscellaneous   a)        Evidence that all fees referred to in Clause    11 (Fees) that are due have or will be paid on            its due date;   b)        Copy of the Original Financial Statements;    c)        Evidence that all process agent appointments required by the Finance Documents             listed in            item 3 above have been duly accepted;   d)        A copy of the Sterna RCF; and   e)        Any  other  documentation  authorization,  opinion  or  assurance  reasonably  required  by     the            Agent.   6         Legal opinions   a)        If  required,  such  legal  opinions  relating  to  the  Agreement,  in  such  form  (agreed  draft  or            issued) as the Agent may require.                                                     PART II                       CONDITIONS PRECEDENT TO DRAWDOWN NOTICE   1         Finance Documents    a)        the Account Pledge, and deliverables thereunder;   b)        the Assignment of Earnings and Charterparties, and deliverables thereunder;   c)        if applicable, the Assignment of Hedging Claims, and deliverables thereunder;   d)        the Assignment of Insurances, and deliverables thereunder;   e)        the Assignment of Intercompany Loans, and deliverables thereunder;   f)        the Share Pledge, and deliverables thereunder;   All of the above Security Documents duly executed and perfected.   g)        the Mortgage in respect of the Vessel (agreed form only);   h)        the Trust Agreement in respect of the Vessel;     i)        The Drawdown Notice at least three (3) Business Days prior to the Drawdown Date;   j)        Any Hedging Agreements; and    10127241/1                                                                                                  99  





 






                                                                                           EXECUTION VERSION    k)        The   Sterna  Subordination  Undertaking,  and  any  other  subordination  statements  required            pursuant to the Agreement.     2         Vessel Documents   In respect of the Vessel:    a)        evidence (by way of transcript of registry) that the Vessel is, or will be, registered in the            name  of  the  Borrower  in  an  Approved  Ship  Registry,  that  the  Mortgage  has  been   or  will            latest  on  the  Drawdown  Date  be    executed  and  recorded  with  its  intended  first  priority            against  the  Vessel  and  that  no  other  encumbrances,  maritime  liens,  mortgages  or  debts            whatsoever are registered against the Vessel;   b)        copies of insurance policies/cover notes documenting that insurance cover has been taken            out  in  respect  of  the  Vessel  in  accordance  with  Clause 23.1 (Insurance),  and  evidencing            that  the  Security   Agent's  (on  behalf  of  the  Finance  Parties)  Security  Interest  in  the            insurance  policies  have  been  noted  in  accordance  with  the  relevant  notices  as  required            under the Security Agreement;   c)        the Insurance Report, with no outstanding pre-delivery action points;    d)        the technical manager's current DOC;   e)        each Manager's Undertaking;     f)        a  copy  of each  charterparty  or other employment  contract      entered  into in  respect of  the            Vessel with a term exceeding twelve (12) months;    g)        class  certificate  related  to  the  Vessel  from  the  relevant  classification  society,  confirming            that  the  Vessel  is  classed  with  the  highest  class  in  accordance  with  Clause        23.3            (Classification and repairs), free of overdue recommendations and conditions;   h)        copy of the Vessel's SMC and ISPS Certificates; and   i)        evidence  of the Market Value of the Vessel dating not more         thirty (30)  days prior to the            proposed Drawdown Date.   3         Miscellaneous   a)        Evidence that all fees referred to in Clause     11 (Fees), and costs and expenses referred to            in 16 (Costs and expenses) that are due have or will be paid on its due date;   b)        A Compliance Certificate confirming that the Obligors are in compliance with the financial            covenants  as  set  out  in  Clause     21   (Financial  covenants),  together  with  the  latest            consolidated financial statements of the Guarantor.   c)        Evidence  that  all  process  agent  appointments  required  by  the  Finance  Documents  have            been duly accepted;   d)        Documentation evidencing all shareholder loans to any Obligor, as well as any intra-group            loans or receivables to which any Obligor is a party;    10127241/1                                                                                                 100  





 






                                                                                           EXECUTION VERSION    e)        Any  other  documentation  authorization,  opinion  or  assurance     reasonably  required  by  the            Agent.   4         Legal opinions   a)        A legal opinion regarding Norwegian law issued by Advokatfirmaet Thommessen AS;   b)        A legal opinion regarding Bermuda law issued by Appleby (Bermuda) Limited;   c)        A legal opinion regarding Marshall Islands law and New York law issued by Watson Farley &            Williams LLP;   d)        A legal opinion regarding English law issued by Holman Fenwick Willan LLP;   e)        Any such other favourable legal opinions in form and substance          satisfactory to the Agent            from  lawyers  appointed  by  the  Agent  on  matters  concerning  all  relevant  jurisdictions,            including the jurisdiction of the Approved Ship Registry in which the Vessel is registered.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       10127241/1                                                                                                 101  





 






                                                                                           EXECUTION VERSION                                                                                                             SCHEDULE 3                                    FORM OF DRAWDOWN NOTICE      To:       ABN AMRO BANK  N.V , as Agent   From:     [Borrower]    Date:     [***]       USD   100,000,000      TERM  LOAN     AND  REVOLVING        FACILITIES     AGREEMENT  DATED         15  JULY  2019 (THE "AGREEMENT")   We refer to Clause    5.1  (Delivery of the Drawdown Notice) of the Agreement. Terms defined in the  Agreement shall have the same meaning when used in this Drawdown Notice.   a)        You are hereby irrevocably notified that we wish to make the following drawdown              on the            following terms:             Facility:                      [Term Loan Facility][Revolving Facility]                        Proposed Drawdown Date:        [            ]              Principal Amount:         USD  [         ]             Interest Period:               [         ]   b)        The purpose of the Loan is the part financing of the Vessel and/or for our general corporate            purpose, and all proceeds shall applied accordingly.   c)        The proceeds of the Loan shall be credited to [**] [insert details of account].   d)        We confirm that, as of the date hereof (i) each condition specified in Clause        4 (Conditions            Precedent) of the Agreement is satisfied; (ii) each of the Repeating Representations set out            in Clause   19 (Representations and warranties) of the Agreement is true and correct; and            (iii)  no  event  or  circumstances  has  occurred  and  is  continuing  which  constitute  or  may            constitute an Event of Default.   Yours sincerely  for and on behalf of   FLEX LNG RANGER LIMITED      By: __________________________________  Name:  Title:  [authorised officer]       10127241/1                                                                                                 102  





 






                                                                                           EXECUTION VERSION                                                         SCHEDULE 4                                     FORM OF SELECTION NOTICE         To:       ABN AMRO BANK  N.V., as Agent   From:     FLEX LNG Ltd.    Date:     [***]      USD  100,000,000       TERM  LOAN     AND  REVOLVING        FACILITIES     AGREEMENT  DATED         15  JULY  2019 (THE "AGREEMENT")   We  refer  to  the  Agreement.  Terms  defined  in  the  Agreement  shall  have  the  same  meaning  when  used in this Selection Notice.   a)        We refer to the amount outstanding under the Loan with an Interest Period ending on [**].   b)        We request that the next Interest Period for the Loan is [**].   This Selection Notice is irrevocable.      Yours sincerely  for and on behalf of   FLEX LNG Ltd.      By: ______________________________  Name:  Title:    10127241/1                                                                                                 103  





 






                                                                                           EXECUTION VERSION                                                   SCHEDULE 5                                FORM OF COMPLIANCE CERTIFICATE                                                            To:       ABN AMRO BANK  N.V., as Agent   From:     FLEX LNG Ltd.    Date:     [***] [To be delivered no later than 120/60 days after each Reporting Date]   USD  100,000,000       TERM  LOAN     AND  REVOLVING        FACILITIES     AGREEMENT  DATED         15  JULY  2019 (THE "AGREEMENT")   We refer to the Agreement. Terms defined in the Agreement have their defined meanings when used  in this Compliance Certificate.   1         We hereby represent and warrant that at the date of this Compliance Certificate, we are in            compliance  with  Clause    21  (Financial  covenants),  that  no  Event  of  Default  has  occurred            and  that   the  Repeating  Representations     contained  in  Clause   19  (Representations    and            warranties)   of  the  Agreement  are  true  and  correct  at  the  date  hereof  as  if  made  with            respect to the facts and circumstances existing at this date.   2         Without  limiting  the  generality  of  paragraph  1  above,  we  hereby  further  represent  and            warrant as follows:              Equity Ratio             For the purpose of Clause 21.3 a) (Equity Ratio) we confirm as follows:              Total Assets                                         USD []             Total Liabilities                                    USD []             Equity (Total Assets less Total Liabilities)         USD []             Equity Ratio                                         [       ]:1.00             Requirement:                                         Not lower than 0.25:1.00             Compliance:                                          [Yes/No]              Working Capital             For the purpose of Clause 21.3 b) (Working Capital) we confirm as follows:              Working Capital:                                     USD []             Requirement:                                         Working Capital > 0             Compliance:                                          [Yes/No]              Liquidity             For the purpose of Clause 21.3 c) (Liquidity) we confirm as follows:              Liquidity:                                           USD []             of which Cash and Cash Equivalents is:               USD []                                                                               Group’s total interest bearing Financial             Indebtedness on a consolidated basis                 USD [] ("NIBD")              (excluding the Sterna RCF), net of  Cash and         5% of which is USD []                                                                      10127241/1                                                                                                 104  





 






                                                                                           EXECUTION VERSION               Cash Equivalents.                                    Liquidity > Higher of (i) USD 25,000,000                                                                  and (ii) 5% of NIBD             Requirement:                                                                                                           [Yes/No]                          Compliance:              Collateral Maintenance Test             For the purpose of Clause 7.1 (Collateral Maintenance Test) we confirm as follows:              Market Values*                                                    Flex Ranger                                          USD []/[Not delivered]                                                                               (A) Aggregate Market Value:                          USD []             (B) Aggregate Loans:                                 USD []                                                                                Ratio (A/B):                                         [    ]%              Requirement:                                         (A/B) > 130%                                                                               Compliance:                                          [Yes/No]                          * Evidence of Market Values attached hereto      3         This  Compliance  Certificate  shall  be  governed  by  and  construed  in  accordance  with            Norwegian law.   Yours sincerely  for and on behalf of   FLEX LNG Ltd.       By: __________________________________  Name:  Title:  CFO               10127241/1                                                                                                 105  





 






                                                                                           EXECUTION VERSION                                                   SCHEDULE 6                                  FORM OF TRANSFER CERTIFICATE      To:       ABN AMRO BANK  N.V., as Agent   From:     [**] (the "Existing Lender" and [**] (the "New Lender")   Date:     [**]      USD  100,000,000       TERM  LOAN     AND  REVOLVING        FACILITIES     AGREEMENT  DATED         15  JULY  2019 (THE "AGREEMENT")   We refer to the Agreement. Terms defined in the Agreement have the same meaning in this Transfer  Certificate unless given a different meaning in this Transfer Certificate.   With reference to Clause 25 (Changes to the Parties):   a)        The  Existing  Lender,  in  its  capacity  as  Lender  under  the  Agreement,  confirms  that  it            participates with [            ] per cent of the Total Commitments.   b)        The Existing Lender hereby transfers to the New Lender [               ]  per  cent  of  the  Total            Commitments as specified in the Schedule hereto, and of the equivalent rights and interest            in  all  Finance  Documents,  and  the  New  Lender  hereby  accepts  such  transfer  from  the            Existing Lender in accordance with the terms set out herein and Clause 25 (Changes to the            Parties) of the Agreement     and assumes the     same obligations to the other Finance Parties            as it would have been under if it was an original Lender.   c)        The proposed Transfer Date is [          ], as from which date the Transfer of such portion of            the Total Commitments shall take full legal effect.    d)        The New Lender confirms that it has received a copy of the Agreement, together with such            other  information  as  it  has  required  in  connection with  this  transaction.  The  New  Lender            expressly  acknowledges  and  agrees  to  the  limitations  on  the  Existing  Lender's            responsibility set out in Clause 25.3 (Limitations of responsibility of Existing Lenders) of the            Agreement.   e)        The  New  Lender  hereby  undertakes  to  the  Existing  Lender  and  the    Borrower  that  it  will            perform in accordance with the terms and conditions of the Agreement all those obligations            which will be assumed by it upon execution of this Transfer Certificate.   f)        The  address,  telefax  number  and  attention  details  for  notices,  as  well  as  the  account            details of the New Lender, are set out in the Schedule.    g)        This Transfer Certificate is governed by Norwegian law, with Oslo City Court (Oslo tingrett)            as legal venue.        10127241/1                                                                                                 106  





 






                                                                                           EXECUTION VERSION                                                   The Schedule                        Commitments/rights and obligations to be transferred   I        Existing Lender:                                                 [    ]                                                                              II       New Lender:                                                      [    ]                                                                              III      Total Commitments of Existing Lender:                            USD [     ]                                                                              IV       Aggregate amount transferred:                                    USD [     ]                                                                              V        Total Commitments of New Lender                                  USD [    ]                                                                              VI       Transfer Date:                                                   [     ]                       Administrative Details / Payment Instructions of New Lender   Notices to New Lender:               [               ]             [               ]            Att:       [               ]            Fax no:    + [                  ]   [Insert relevant office address, telefax number and attention details for notices and payments to the  New Lender]   Account details of New Lender: [Insert relevant account details of the New Lender]      Existing Lender:                                             New Lender:  [**]                                                         [**]   By: __________________________________                       By:  ________________________________  Name:                                                        Name:  Title:                                                       Title:   This Transfer Certificate is accepted and agreed by the Agent (on behalf of the Majority Lenders) and  the Transfer Date is confirmed as [                ].   Agent:                                                         ABN AMRO BANK  N.V.                                      By: __________________________________                         Name:                                                          Title:    10127241/1                                                                                                 107  





 






                                                                                           EXECUTION VERSION                                                    SCHEDULE 7                                                     VESSEL   Vessel name                    Owner                                        IMO No.   FLEX RANGER                    FLEX LNG RANGER LIMITED                      9709025                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          10127241/1                                                                                                 108  





 






                                                                                           EXECUTION VERSION                                                    SCHEDULE 8                                REPAYMENT AND REDUCTION SCHEDULE                                                     (USD)                                                                                                                                                                                                                                          10127241/1                                                                                                 109  





 






                                                                                        EXECUTION VERSION                                                 SIGNATORIES     Borrower:   FLEX  LNG RANGER LIMITED     By:   Name:                   Kristian Wangsfjord   Title:             Attorney-in-fact             Advokatfirmaet Wiersholm AS    Guarantor and Intermediate Parent:                   Guarantor and Ultimate Parent:   FLEX LNG FLEET LIMITED                               FLEX  LNG LTD.     By:                                                  B   Name:                                                Name:                    Kristian Wangsfjord                                  Kristian Wangsfjord   Title:             Attorney-in-fact                  Title:             Attorney-in--fact              Advokatfirmaet Wiersholm AS                          n,,±.,:'katfirmaet Wkn-shoim AS    Agent:                                               Security Agent:   ABN AMRO    BANK   N.V.                              ABN  AMRO   BANK   N.V.     By:                                            By:          Name:                                                Name:  Title:                                                Title:     Arranger:                                            Lender:  ABN AMRO BANK       N.V., OSLO BRANCH                 ABN  AMRO   BANK   N.V., OSLO BRANCH    By:                                             By:         Name:                                                 Name:  Title:                                                Title:    Arranger:                                             Lender:  SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)               SKANDINAVISKA ENSKILDA BANKEN AB          (PUBL)                                                         By:   By:    Name:                                                 Name:  Title:                                                Title:    10127241/1                                                                                            110