a629mkeximfacilityagreem






Private & Confidential                     Dated           25 February     2020                         FLEX LNG AMBER LIMITED                        FLEX LNG AURORA LIMITED                          FLEX FREEDOM LIMITED                       FLEX LNG RELIANCE LIMITED                       FLEX LNG RESOLUTE LIMITED                                as Borrowers                                arranged by                   ABN AMRO BANK N.V., OSLO BRANCH                     CITIBANK N.A., LONDON BRANCH                  COMMONWEALTH BANK OF        AUSTRALIA                            CREDIT SUISSE AG                            DEUTSCHE BANK AG                                     with                  ABN AMRO BANK N.V. ,     OSLO BRANCH                   NORDEA BANK ABP, FILIAL I NORGE                              as Bookrunners                  ABN AMRO BANK N.V. ,     OSLO BRANCH                            as ECA Co-ordinator                   NORDEA BANK ABP,     FILIAL I NORGE                              as KEXIM Agent                   NORDEA BANK ABP, FILIAL I NORGE                                  as Agent                                    and                   NORDEA BANK ABP, FILIAL I NORGE                             as Security Agent                               guaranteed by                               FLEX LNG LTD                                    and                         FLEX LNG FLEET LIMITED                           FACILITY AGREEMENT                  FOR UP TO $629,000,000       TERM LOAN                                  FACILITY   BD-#34696673-v11





 






                                           Contents  Clause                                                                                    Page  1       Definitions and Interpretation ............................................................................1  2       The Facility.................................................................................................... 21  3       Purpose  ........................................................................................................ 25  4       Conditions Precedent  ...................................................................................... 25  5       Drawdown..................................................................................................... 27  6       Repayment.................................................................................................... 29  7       Prepayment and Cancellation........................................................................... 30  8       Interest ........................................................................................................ 33  9       Interest Periods ............................................................................................. 33  10      Changes to the Calculation of Interest  .............................................................. 34  11      Fees ............................................................................................................. 35  12      Tax Gross-up and Indemnities    ......................................................................... 37  13      Increased Costs  ............................................................................................. 41  14      Other Indemnities  .......................................................................................... 42  15      Mitigation by the Lenders  ................................................................................ 44  16      Costs and Expenses........................................................................................ 45  17      Guarantee  and Indemnity................................................................................ 46  18      Security ........................................................................................................ 50  19      Representations and Warranties....................................................................... 52  20      Information Undertakings................................................................................ 56  21      Financial Covenants........................................................................................ 60  22      General Undertakings   ..................................................................................... 61  23      Vessel Covenants   ........................................................................................... 66  24      Events of Default  ........................................................................................... 70  25      Changes to the Parties.................................................................................... 74  26      Role of the Agent, the Security Agent, the KEXIM Agent, the Arrangers,  Bookrunners and ECA Co-ordinator............................................................................. 78  27      Conduct of Business of the Finance Parties   ........................................................ 90   BD-#34696673-v11





 






28      Sharing among the Finance Parties................................................................... 90  29      Payment Mechanics    ........................................................................................ 92  30      Set-Off ......................................................................................................... 94  31      Notices ......................................................................................................... 94  32      Calculations and Certificates ............................................................................ 95  33      Partial Invalidity............................................................................................. 95  34      Remedies and Waivers.................................................................................... 96  35      Amendments and Waivers      ............................................................................... 96  36      Confidential Information.................................................................................. 99  37      Counterparts  ............................................................................................... 102  38      Contractual Recognition of Bail-In  .................................................................. 103  39      Governing Law and Enforcement     .................................................................... 104   Schedule   1 THE ORIGINAL PARTIES AND COMMITMENTS           ............................................ 105  Schedule   2 CONDITIONS PRECEDENT       ....................................................................... 108  Schedule   3 FORM OF DRAWDOWN NOTICE................................................................ 113  Schedule   4 FORM OF SELECTION NOTICE        ................................................................. 114  Schedule   5 FORM OF COMPLIANCE CERTIFICATE         ....................................................... 115  Schedule   6 FORM OF TRANSFER CERTIFICATE        ........................................................... 117  Schedule   7 VESSELS   .............................................................................................. 119  Schedule   8 REPAYMENT SCHEDULE (USD)................................................................. 125  Schedule   9 FORM OF INCREASE CONFIRMATION........................................................ 127   BD-#34696673-v11





 






  THIS FACILITY AGREEMENT is dated ___25 February            2020 and made between:    (1)    THE   ENTITIES     listed in Schedule   1 (The  Original  Parties and  Commitments)     as  borrowers           (the "Borrowers" and each a "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  as commercial    facility lenders (the           "Original Commercial Facility Lenders");    (5)    THE   FINANCIAL       INSTITUTIONS        listed in  Schedule   1  as  KEXIM    facility lenders  (the           "Original KEXIM Facility Lenders");    (6)    THE   FINANCIAL INSTITUTIONS           listed in Schedule   1 as  KEXIM   guaranteed facility  lenders           (the "Original KEXIM Guaranteed Facility Lenders");    (7)    ABN    AMRO      BANK      N.V.,    OSLO    BRANCH,      CITIBANK      N.A.,   LONDON       BRANCH,           COMMONWEALTH BANK OF AUSTRALIA, CREDIT SUISSE AG, DEUTSCHE BANK AG                                  as           mandated lead arrangers (the "Arrangers");    (8)    THE FINANCIAL INSTITUTIONS listed in Schedule 1              as hedging providers    (each a "Hedge           Provider", jointly the "Hedge Providers");    (9)    ABN AMRO BANK N.V., OSLO BRANCH               as ECA co-ordinator (the "ECA Co-ordinator");    (10)   NORDEA BANK ABP, FILIAL I NORGE              as KEXIM agent (the "KEXIM Agent");    (11)   ABN   AMRO     BANK   N.V.,  OSLO    BRANCH     and  NORDEA      BANK   ABP,   FILIAL   I  NORGE    as           bookrunners (the "Bookrunners");    (12)   NORDEA BANK ABP, FILIAL I NORGE as facility agent of the other Finance Parties (in such           capacity, the "Agent"); and    (13)   NORDEA     BANK    ABP,   FILIAL   I  NORGE    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:           "Accordion Lender" has the meaning given to that term in Clause 2.5 (Accordion option).           "Account Bank" means DNB Bank ASA or the Agent, as relevant.           "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.     BD-#34696673-v11                                      1





 






       "Agreement" means this facility agreement, as it may be amended, supplemented and varied         from time to time, including its Schedules and any Transfer Certificate.         "Alternative Vessels" means each of the vessels (to be built by the relevant Yard under the         relevant  Shipbuilding  Contract)  described   in Schedule  7  (Vessels)  and  "Alternative   Vessel"         means either of them.         "Annex VI" means Annex VI of the Protocol of 1997 (as subsequently amended from time to         time) to amend the International Convention for the Prevention of Pollution from Ships 1973         (Marpol), as modified by the Protocol of 1978 relating thereto.         "Approved     Broker"   means    each  of Fearnleys,  Clarksons   Platou,  Nordic  Shipping,  Affinity,         Braemar    ACM    Valuations  Ltd.,  Simpson    Spence   Young    or  such  other   independent    and         internationally reputable shipbroker(s) as may be approved in writing by the Agent.         "Approved    Manager" means:         (a)    Bernhard Schulte Shipmanagement;         (b)    Flex LNG Fleet Management AS;         (c)    any company within the Group, other than Flex LNG Fleet Management AS; or         (d)    any other management company acceptable to the Majority Lenders from time to time                as  the  technical  and/or  commercial    manager    of  a Vessel,  such   consent   not  to be                unreasonably withheld or delayed.         "Approved Ship Registry" means each of the Marshall Islands, the Norwegian International         Ship  Registry  (NIS), Liberia  or such  other  international ship  registry as may   be  approved   in         writing by all the Lenders.         "Approved     Classification    Society"   means    each  of  DNV   GL,  Lloyds  Register,   American         Bureau of Shipping (ABS), Bureau Veritas or such other IACS classification society as may be         pre-approved in writing by all the Lenders, such approval not to be unreasonably withheld or         delayed.         “Article  55  BRRD”    means   Article 55  of Directive  2014/59/EU    establishing  a framework    for         the recovery and resolution of credit institutions and investment firms.         "Assignment of Hedging Claims" means a first priority assignment granted or to be granted         by  each  Borrower   in favour  of the Security  Agent  (on  behalf  of the Finance  Parties)  of each         Borrower's   rights, titles and interests under  any  Hedging   Agreements related    to this Facility,         to be in form and substance acceptable to the Security Agent.         "Authorisations" means       an authorisation, consent, approval, resolution, licence, exemption,         filing, notarisation or registration.         "Availability   Period"   means    in relation  to each   Loan  (a)  for  Vessels  with  a  Scheduled         Delivery Date (as indicated in Schedule 7     (Vessels) during 2020), 31 December 2020 and (b)         for Vessels with a Scheduled Delivery Date (as indicated in Schedule 7       (Vessels) during 2021),        30 June 2021 (or such later date as may be approved by the Lenders).         "Available    Commitment"        means    a  Lender's   Commitment      minus   the   amount    of  its         participation in any outstanding Loans.         "Bail-In Action" means the exercise of any Write-down and Conversion Powers.         "Bail-In Legislation" means:         (a)    in relation to an  EEA  Member    Country   which  has  implemented,    or which   at any  time                implements, Article 55 BRRD, the relevant implementing law or regulation as described                in the EU Bail-In Legislation Schedule from time to time; and   BD-#34696673-v11                                      2





 






       (b)    in relation to any state other than such an EEA Member Country or (to the extent that                the  United  Kingdom    is not such  an  EEA   Member    Country)  the  United  Kingdom,    any                analogous law or regulation from time to time which requires contractual recognition          of                any Write-down and Conversion Powers contained in that law or regulation.         "Break Costs" means the amount (if any) by which:         (a)    the interest (excluding the Margin) which a Lender should have received for the period                from the date of receipt of all or part of its participation in a Loan or Unpaid Sum to the                last day of the then 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 London,   Amsterdam,    Seoul,  New   York  and  Oslo  (or any  other  relevant         place of payment under Clause 29 (Payment mechanics)).         "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 (i) 25% of the shares and the voting rights of the Ultimate Parent                prior to the  Final Maturity  Date  relating to  the Commercial    Facility or (ii) 20%  of the                shares and the voting rights of the Ultimate Parent thereafter until the 8th       anniversary                of the Delivery Date of the final Vessel; or         (b)    without the prior written approval of the 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  each  of the                Borrowers, 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.         "Charged Property" means all of the assets of the Obligors which from time to time are, or         are expressed or intended to be, the subject of the Security Documents.         "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.         "Commercial      Facility"  means   the  term   loan  facility made   available  by  the  Commercial         Facility Lenders under this Agreement as described in Clause 2 (The Facility) and which shall         include any increase made pursuant to Clause 2.5 (Accordion option).         "Commercial Facility Commitment" means:         (a)    in relation to an Original Commercial Facility Lender, the amount set opposite its name                under   the  heading   "Commercial    Facility Commitment"     in  Schedule   1  (The  Original                Parties  and   Commitments)       and   the  amount    of   any   other  Commercial     Facility    BD-#34696673-v11                                      3





 






              Commitment     (including  by  virtue of  Clause  2.5  (Accordion   option))  transferred  to it                under this Agreement; and         (b)    in relation  to any  other  Commercial    Facility Lender,  the  amount   of  any  Commercial                Facility Commitment    (including  by  virtue of Clause  2.5  (Accordion  option))  transferred                to it under this Agreement,         to the extent not cancelled, reduced or transferred by it under this Agreement.         "Commercial Facility Lender" means:         (a)    the Original Commercial Facility Lenders;         (b)    any Accordion Lender; and         (c)    any  bank   or financial institution which   has  become   a  Party  as  a commercial    facility                lender in accordance with Clause 25 (Changes to the Parties),         which   in each   case  has  not  ceased   to be  a  Party  in accordance    with  the  terms  of  this         Agreement.         "Commercial      Facility Loan"   means    an  advance   of the  Commercial    Facility Commitments         being the Relevant Percentage in relation to the Commercial Facility of a Loan or the principal         amount outstanding for the time being of that advance.         "Commercial Facility Majority Lenders" means subject to the proviso hereto:         (a)    if there are no  Commercial    Facility Loans outstanding,   a Commercial    Facility Lender  or                Commercial    Facility Lenders  whose   Commercial   Facility Commitments     aggregate   equal                to or more than 66 2/3% of the Total Commercial Facility Commitments (or, if the Total                Commercial    Facility Commitments    have   been  reduced   to zero, aggregated   equal  to  or                more  than  66 2/3% of    the  Commercial   Facility Commitments     immediately   prior to the                reduction); or         (b)    at any  other  time, a Commercial    Facility Lender  or Commercial    Facility Lenders  whose                participations in the Commercial    Facility Loans  then  outstanding   aggregate equal   to or                more than 66 2/3% of the Commercial Facility Loans then outstanding.         "Commitment"       means,   in  relation to  a Lender,   its Commercial    Facility Commitment,     its         KEXIM Facility Commitment and its KEXIM Guaranteed Facility Commitment.         "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 Facility of which a Finance Party becomes aware in its capacity as,         or for the  purpose   of becoming,   a Finance   Party or  which  is received  by a  Finance  Party  in         relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or         the Facility from either:         (a)    the Obligors or any of their respective advisers; or         (b)    another Finance Party, if the information was obtained by that Finance Party directly or                indirectly from the Obligors or any of their advisers,         in whatever   form,  and  includes  information  given  orally and  any  document,   electronic file or         any other way of representing or recording information which contains or is derived or          copied         from such information but excludes information that:                (i)    is or becomes   public  information  other  than  as a direct or  indirect result of any                       breach by that Finance Party of Clause 36.1 (Confidential Information); or   BD-#34696673-v11                                      4





 






              (ii)   is identified in writing at the time of delivery as non-confidential by the Obligor or                       any of its advisers; or                (iii)  is known by that Finance Party before the date the information is disclosed to it in                       accordance   with  paragraphs    (a) or  (b)  above  or  is lawfully  obtained  by  that                       Finance Party after that date, from a source which is, as far as that Finance Party                       is aware,  unconnected   with  the Obligor  and  which,  in either case,  as far as that                       Finance Party is aware, has not been obtained in breach of, and is not otherwise                       subject to, any obligation of confidentiality.         "Default"   means   an  Event  of  Default  or any  event  or  circumstance   specified  in Clause  24         (Events  of Default)  which  would   (with the  expiry of a  grace  period, the  giving of notice, the         making of any determination under the Finance Documents or any combination of any of the         foregoing) be an Event of Default.         "Delivery   Date"   means   the date  on  which  a Vessel  is actually delivered,  by  passing  of risk         and title, to the relevant Borrower under the relevant Intermediate MOA, expected to occur on         or about the relevant Scheduled Delivery Date (as indicated in Schedule 7        (Vessels)).         "DOC"    means,   in  relation  to any   technical  Manager    of  a  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 a 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 a  Borrower   and  which  arise out  of the  use  of or operation  of  a Vessel,         including (but not limited to):         (a)    all freight,  hire  and  passage    moneys    payable   to  a  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 a Vessel;         (b)    any claim under any guarantees related to freight and hire payable to a Borrower as a                consequence of the operation of a Vessel;         (c)    compensation    payable  to a  Borrower   in the event  of any  requisition of a  Vessel  or for                the use of a Vessel by any government authority or other competent authority;         (d)    remuneration for salvage, towage and other services performed by a Vessel payable to                a Borrower;         (e)    demurrage and retention money receivable by a Borrower in relation to a Vessel;         (f)    all moneys   which  are  at any  time  payable  under   the Insurances   in respect  of loss  of                earnings;         (g)    any  damages    for breach  (or payments    for variation or termination)   of any  contract  of                employment of a Vessel payable to a Borrower;         (h)    if and  whenever   a  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 such Vessel; and         (i)    any other money whatsoever due or to become due to a Borrower from third parties in                relation to a Vessel, or otherwise.   BD-#34696673-v11                                      5





 






       "Earnings Accounts" means the Borrowers' bank accounts, into which all Earnings are to be         paid, to be held with the Account Bank, and to be subject to the relevant Security Agreement.         "ECA   Commitments"       means,   the  aggregate   of  the KEXIM    Facility Commitments     and  the         KEXIM    Guaranteed    Facility  Commitments,     being   $379,000,000     as  at  the  date   of  this         Agreement.         "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 a 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).         "Facilities"  means   the  Commercial    Facility, the KEXIM   Facility and  the  KEXIM   Guaranteed         Facility and "Facility" means any of them.         "FATCA" means:         (a)    sections 1471 to 1474 of the Code or any associated regulations;         (b)    any   treaty,   law   or  regulation    of  any   other   jurisdiction,  or   relating   to  an                intergovernmental    agreement    between    the US   and  any  other  jurisdiction, which   (in                either  case)  facilitates the  implementation    of any   law  or  regulation  referred  to  in                paragraph (a) above; or         (c)    any agreement pursuant to the implementation of any treaty, law or regulation referred                to in  paragraphs    (a) or  (b)  above   with  the US   Internal  Revenue    Service,  the  US                government or any governmental or taxation authority in any other jurisdiction.         "FATCA Application Date" means:         (a)    in relation to a "withholdable   payment"   described   in section 1473(1)(A)(i)   of the Code                (which relates to payments of interest and certain other payments from sources within                the US), 1 July 2014;         (b)    in relation to  a "passthru   payment"   described   in section  1471(d)(7)   of the  Code  not                falling within paragraph (a) above, the first date from which such payment may become                subject to a deduction or withholding required by FATCA.         "FATCA    Deduction"     means   a  deduction  or  withholding   from  a  payment   under   a  Finance         Document required by FATCA.         "FATCA    Exempt    Party"   means   a Party  that is entitled  to receive  payments   free  from  any         FATCA Deduction.         "Fee   Letter"  means    any  letter or  letters dated  on  or  about  the  date  of  this Agreement         between:   BD-#34696673-v11                                      6





 






       (a)    the Agent (on behalf of any other Finance Parties) and a Borrower; and         (b)    the Agent (for itself) and a Borrower,         in each case, setting out any of the fees referred to in Clause 11 (Fees).         "Final Maturity Date" means, subject to Clause 29.7 (Business Days):         (a)    in respect of each Commercial Facility Loan, the earliest of (i) the date falling 60 months                after the  Drawdown     Date   in respect  of  the  final Loan   or (ii) 30  November     2025,                provided that if the Commercial Facility has been refinanced or restructured in a manner                approved under    Clause  7.9 (Commercial    Facility) such  Final Maturity  Date shall be the                final repayment     date  in  respect  of  that  Commercial    Facility  Loan   following  such                refinancing or restructuring;  or         (b)    in respect  of a KEXIM   Facility Loan, the earlier  of (i) the date falling 144  months   after                the Drawdown     Date  in respect  of the Loan  of which   it forms part  or (ii) 30 November                2032; or         (c)    in respect  of a  KEXIM   Guaranteed    Facility Loan, the  earlier of (i) the date  falling 72                months after the Drawdown Date in respect of the Loan of which it forms part or (ii) 30                November 2026.         "Finance Documents" means         (a)    this Agreement;         (b)    any Fee Letter;         (c)    the Security Documents;         (d)    each   Hedging   Agreement,    other   than  in  respect  of  Clause   35  (Amendments      and                Waivers), Clause 37 (Counterparts) and (in relation to any communications between the                Borrowers and the Hedge Providers) Clause 31 (Notices); and         (e)    any other document designated as such by the Agent and the Borrowers.         "Finance    Party"   means   any   or  all of the  Lenders,   the  Agent,  the  Security   Agent,  the         Arrangers, the Hedge Providers, any Bookrunner, the ECA Co-ordinator or the KEXIM Agent.         "Financial Indebtedness" means any indebtedness for or in respect of:         (a)    moneys borrowed and debit balances at banks or other financial institutions;         (b)    any amount raised by acceptance under any acceptance credit facility or dematerialised                equivalent;         (c)    any amount raised pursuant to any note purchase facility or the issue of bonds, notes,                debentures, loan stock or any similar instrument;         (d)    the  amount   of  any  liability in respect of any   lease or  hire purchase   contract   which                would, in accordance with US GAAP, be treated as a finance or capital lease;         (e)    receivables  sold or  discounted  (other  than  any  receivables  to the extent  they  are sold                on a non-recourse basis);         (f)    any derivative transaction entered into in connection with protection against or benefit                from fluctuation in any rate or price (and, when calculating the value of any derivative                transaction,  only  the marked    to market   value  (or, if any  actual amount    is due  as a                result of the termination or close-out of that derivative transaction, that amount) shall                be taken into account);   BD-#34696673-v11                                      7





 






       (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.         "General   Assignment"      means   a first priority assignment  granted   or to be  granted  by  each         Borrower   in favour  of  the Security   Agent  (on  behalf  of the  Finance  Parties)  of any  of the         Borrowers' rights, titles and interests to (i) any Earnings, (ii) Insurances and (iii) in respect of         any  charterparty   for any  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.         "Green   Passport"    means   a document    listing all potential hazardous  materials  on  board  the         relevant Vessel as   further described   by the relevant   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.         "Group Member" means any Obligor and any other entity which is part of the Group.         "Guarantee" means the unconditional and irrevocable guarantee 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  any  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.         "Increase    Confirmation"     means   a confirmation   certificate substantially in the  form  as  set         out  in Schedule   9 (Form   of Increase   Confirmation)   or any  other  form  agreed   between   the         Agent and the Borrowers.         "Insurance Report" means a report with respect to the Insurances, with a form, scope and         conclusion acceptable to the Lenders, and from a firm of marine insurance brokers acceptable         to the Lenders.         "Insurances"     means,    in relation  to  any  Vessel,  all insurance   policies  and  contracts   of         insurance (which expression includes all entries of any 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 any  Borrower   (whether   in the  sole name   of a         Borrower or in the joint names of the Obligors and any other person) in respect of any Vessel         or  otherwise  in  connection   with  a 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.   BD-#34696673-v11                                      8





 






       "Interest Period" means, in relation to a Loan (or any Commercial Facility Loan forming part         thereof),  each  period  determined    in accordance    with  Clause  9  (Interest  Periods),  and,  in         relation to  an Unpaid   Sum,   each  period  determined   in accordance    with Clause  8.3  (Default         interest).         "Intermediate Buyer" means Sea Reliance Inc. in respect of the Vessel "Flex Artemis", Sea         Resulute Inc. in respect of the Vessel "Flex Resolute", Sea Freedom Shipowning Inc. in respect         of the  Vessel  "Flex  Freedom",   Sea  Aurora   Inc. in respect  of the  Vessel  "Flex  Aurora",  Sea         America Inc. in respect of the Vessel "Flex Amber", which entities are parties as buyers to the         Shipbuilding Contracts, and have entered into the Intermediate MOAs.         "Intermediate     MOA" means each memorandum of agreement for the sale of the respective         Vessels from the Intermediate Buyers as sellers to the respective Borrower as buyer, securing         a  concurrent   delivery  under   the  Shipbuilding   Contract   and   the  Intermediate   MOA,    and         including arrangements for the assignment of Yard's warranties in respect of the Vessel to the         relevant Borrower, to be in form and substance satisfactory to the Agent.         "Interpolated Screen Rate" means, in relation to LIBOR for any Loan, the rate (rounded to         the  same   number   of decimal   places  as the  two  relevant  Screen   Rates)  which  results  from         interpolating on a linear basis between:         (a)    the  applicable  Screen   Rate   for the  longest  period   (for which   that  Screen   Rate  is                available) which is less than the Interest Period of that Loan; and         (b)    the  applicable  Screen   Rate  for  the  shortest  period  (for which   that  Screen   Rate  is                available) which exceeds the Interest Period of that Loan,         each as of 12:00 hours on the Quotation Day for USD.         "ISM   Code"   means    the International   Safety  Management     Code   for the  Safe  Operation   of         Ships and for Pollution Prevention.         "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.         "KEXIM" means The Export-Import Bank of Korea.         "KEXIM Facility" means the term loan facility made available by the KEXIM Facility Lenders         under this Agreement as described in Clause 2 (The Facility).         "KEXIM Facility Commitment" means:         (a)    in relation to an Original KEXIM Facility Lender, the amount set opposite its name under               the  heading   "KEXIM   Facility Commitment"      in Schedule   1  (The  Original  Parties  and                Commitments) and the amount of any other KEXIM Facility Commitment transferred to                it under this Agreement; and         (b)    in relation  to  any  other  KEXIM    Facility Lender,  the  amount    of any   KEXIM   Facility                Commitment transferred to it under this Agreement,         to the extent not cancelled, reduced or transferred by it under this Agreement.         "KEXIM Facility Lenders" means:         (a)    the Original KEXIM Facility Lender; and   BD-#34696673-v11                                      9





 






       (b)    any bank or financial institution which has become a Party as a KEXIM Facility Lender in                accordance with Clause 25 (Changes to the Parties),         which   in each   case  has  not  ceased   to be  a  Party  in accordance    with  the  terms  of  this         Agreement.         "KEXIM    Facility  Loan"   means    an advance    of the  KEXIM   Facility Commitments     being  the         Relevant   Percentage   in  relation to  the  KEXIM   Facility of a  Loan   or the  principal  amount         outstanding for the time being of that advance.         "KEXIM    Guarantee"     means    the guarantee    issued  or (as  the  context  may   require)  to be         issued  by  KEXIM   as  guarantor  in  favour  of the  KEXIM   Guaranteed    Facility Lenders  (or the         Security Agent on their behalf).         "KEXIM    Guarantee     Premium"     means,   in respect  of a  Vessel,  the amount    of premium    in         respect  of the  issuance  of  the relevant  KEXIM   Guarantee    paid to  KEXIM   on  the Drawdown         Date for the relevant KEXIM Guaranteed Facility Loan for such Vessel. The KEXIM Guarantee         Premium payable in respect of a KEXIM Guaranteed Facility Loan shall be an amount equal to         2.10% of the KEXIM Guaranteed Facility Loan requested to be utilised in the Drawdown Notice         for such KEXIM Guaranteed Facility Loan.         "KEXIM    Guaranteed     Facility"  means    the term   loan facility made   available by  the  KEXIM         Guaranteed Facility Lenders under this Agreement as described in Clause 2 (The Facility).         "KEXIM Guaranteed Facility Commitment" means:         (a)    in relation to an Original KEXIM Guaranteed Facility Lender, the amount set opposite its                name   under  the heading   "KEXIM   Guaranteed Facility   Commitment"     in Schedule   1 (The                Original Parties  and  Commitments)     and   the amount    of any  other  KEXIM   Guaranteed                Facility Commitment transferred to it under this Agreement; and         (b)    in relation to any  other  KEXIM   Guaranteed    Facility Lender,  the amount    of any  KEXIM                Guaranteed Facility Commitment transferred to it under this Agreement,         to the extent not cancelled, reduced or transferred by it under this Agreement.         "KEXIM Guaranteed Facility Lenders" means:         (a)    the Original KEXIM Guaranteed Facility Lenders; and         (b)    any  bank   or financial institution which   has  become   a  Party  as a  KEXIM   Guaranteed                Facility Lender in accordance with Clause 25 (Changes to the Parties),         which   in each   case  has  not  ceased   to be  a  Party  in accordance    with  the  terms  of  this         Agreement.         "KEXIM    Guaranteed     Facility  Loan"   means   an  advance   of  the KEXIM   Guaranteed    Facility         Commitments being the Relevant Percentage in relation to the KEXIM Guaranteed Facility of a         Loan or the principal amount outstanding for the time being of that advance.         “KEXIM     Mandatory      Prepayment       Event”    means     each   of  the   following  events    or         circumstances:         (a)    it is or becomes   unlawful  for KEXIM  to perform any    of its obligations under  the  KEXIM                Guarantee or for a Finance Party to receive the benefit of the KEXIM Guarantee;         (b)    any obligation or obligations of KEXIM     under the KEXIM Guarantee are not or cease to               be legal, valid, binding or enforceable or the KEXIM Guarantee is not or ceases to be in                full force and effect; or   BD-#34696673-v11                                      10





 






       (c)    KEXIM   avoids,  rescinds, repudiates,  suspends,   cancels  or terminates   all or part of the                KEXIM Guarantee or evidences an intention to or purports to avoid, rescind, repudiate,                suspend, cancel or terminate all or part of the KEXIM Guarantee.         “Legal Reservations” means:         (a)    the principle that  equitable  remedies   may  be  granted  or refused  at  the discretion of a                court  and  the limitation of enforcement    by  laws  relating to insolvency,  reorganisation                and other laws generally affecting the rights of creditors;         (b)    the  time  barring  of claims  under  the  Limitation  Act 1980   and  the  Foreign  Limitation                Periods  Act   1984,  the   possibility that  an  undertaking    to  assume    liability for, or                indemnify a person against, non-payment of UK stamp duty may be void and defences                of set-off or counterclaim;          (c)    similar principles, rights and defences under the laws of any Relevant Jurisdiction; and         (d)    any  other  matters  which  are  set out  as qualifications or reservations   as to matters   of                law of general application in the Legal Opinions.         "Lender" means:         (a)    any Commercial Facility Lender;         (b)    any KEXIM Facility Lender; and         (c)    any KEXIM Guaranteed Facility Lender,         and "Lenders" mean all of them.         "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:                (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 means    a loan  made   or  to be  made    under  the  Facilities or the  principal         amount outstanding for the time being of that loan.         "Majority Lenders" means subject to the proviso hereto:         (a)    if there are no Loans outstanding, a Lender or Lenders whose Commitments aggregate                equal to or more than 66 2/3% of the Total Commitments (or, if the Total Commitments                have  been   reduced  to  zero, aggregated   equal  to  or more   than  66  2/3%   of the Total                Commitments immediately prior to the reduction); or   BD-#34696673-v11                                      11





 






       (b)    at  any  other   time,  a  Lender   or  Lenders   whose   participations  in  the  Loans   then                outstanding aggregate equal to or more than 66 2/3% of the Loans then outstanding,         provided always that the Majority Lenders shall always include a minimum of one Commercial         Facility Lender.         "Management        Agreement(s)"      means     any  commercial     and/or   technical   management         agreement entered     into between   any  of the  Borrowers   and  the Manager(s)   regarding   any  of         the Vessels, on terms and conditions acceptable to the Majority Lenders.         "Manager" means any technical or commercial manager of a Vessel.         "Manager's Undertaking" means a subordination statement by each Manager of a 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:         (a)    in relation to the Commercial Facility, 2.35 per cent per annum;         (b)    in relation to the KEXIM Facility, 2.25 per cent per annum; and         (c)    in relation to the KEXIM Guaranteed Facility, 1.20 per cent per annum.         "Marpol" means the International Convention for the Prevention of Pollution from Ships.         "Market    Value"  means    the fair market   value  of each  Vessel  in USD,  being  the  average   of         valuations  of  the Vessel  obtained   from  two  (2)  Approved   Brokers   by  the  Borrowers.  Such         valuations to be made with or without physical inspection of the relevant 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%)    of the  mean    value  of  the  two         valuations, 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.  If the  valuation  is         provided in a range, the mean value of the range shall be used. The valuations shall be for the         cost of the Borrowers.         "Material Adverse     Effect" means a material adverse effect on:         (a)    the  financial position, business  or  operation  of any  Obligor  or the  Group   (taken  as a                whole);         (b)    the ability of any  of the  Obligors  to perform   any  of its obligations  under  the  Finance                Documents; or         (c)    the validity or enforceability of, or the effectiveness or ranking of any Security Interest                granted or purported    to be  granted pursuant    to any  of, the Finance  Documents or the                rights or remedies of any Finance Party under any of the Finance Documents.         "Maximum Loan Amount" means, in relation to a Loan, an amount equal to the lower of:         (a)    65% of the Market Value of the applicable Vessel;      and         (b)    USD 125,800,000.         "Mortgage(s)" means each of the first priority or preferred, as applicable, cross collateralized         ship mortgages and, if applicable, the declaration of pledges or deeds of covenants collateral         thereto,  granted by   each  Borrower  in favour of  the  Security  Agent (on  behalf of  the Finance    BD-#34696673-v11                                      12





 






       Parties) in form and substance acceptable to the Security Agent and registered against each of         the Vessels with the applicable Approved Ship Registry.         "New Lender" has the meaning set out in Clause 25 (Changes to the Parties).         "Obligor" means the Borrowers and 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.         "Poseidon    Principles"   means   the  financial industry framework    for assessing  and  disclosing         the climate alignment of ship finance portfolios published on 18 June 2019 as the          same may         be amended or replaced to reflect changes in applicable law or regulation or the introduction         of or  changes   to mandatory    requirements    of the  International  Maritime   Organisation   from         time to time https://www.poseidonprinciples.org at the date of 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.         "Reference Banks" means those of the Commercial Facility Lenders which are able to act               in         such capacity 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;         (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.         "Relevant Percentage" means:         (a)    in relation to the Commercial Facility, 39.746 per cent;          (b)    in relation to the KEXIM Facility, 30.187 per cent; and         (c)    in relation to the KEXIM Guaranteed Facility, 30.067 per cent.         "Repeating     Representations"      means   each   of the  representations   set  out  in Clause   19         (Representations    and  warranties),  except   for Clauses   19.3  (Binding  obligations),  19.4  (No         conflict with other obligations), 19.6 (Governing law and enforcement), 19.8 (Taxes) and 19.9         (No filing or stamp taxes).         "Resolution Authority" means any body which has authority to exercise any Write-down and         Conversion Powers.   BD-#34696673-v11                                      13





 






       "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  per  cent  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.         "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:         (a)    the  United  Nations   Security  Council,  the  European   Union,  the  United   Kingdom,   the                Kingdom   of  Norway,   any country   to which  any  Obligor  is bound,  the  United  States  of                America   (including  but  not  limited  to  the  U.S.  Department    of Treasury's   Office  of                Foreign  Assets  Control  (OFAC)   and  the U.S.  Department    of State),  and  any  authority                acting on behalf of any of them in connection with Sanctions; and         (b)    (for the purposes of Clause 7.3 (Mandatory prepayment –          Illegality) only), the country                of incorporation of a Lender for the time being.         "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 Agreement" means:         (a)    in the case  of the  Borrowers,   a first priority pledge granted   or to be  granted  by  each                Borrower   in favour  of the  Security  Agent  (on  behalf  of the  Finance  Parties) over  the                Earnings  Accounts   of  the Borrowers    and  of the  claims  against  any  Borrower   or  any                Guarantor from such Borrower in favour of the Security Agent (on behalf of the Finance                Parties);         (b)    in the case of a Guarantor, the first priority charge of the claims against any Borrower                from such Guarantor,         in each  case 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.   BD-#34696673-v11                                      14





 






       "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 Borrowers and the other Finance Parties that:         (a)    all amounts which have become due for payment by the Borrowers 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  Borrowers   pursuant  to  one  or several         share  pledge   agreements    in form   and  substance   acceptable   to the  Security  Agent,   to be         entered into between the Security Agent and the Intermediate Parent.         "Shipbuilding Contracts" means any or all, as the case may be, of the shipbuilding contracts         entered into between     the applicable  Intermediate Buyer    and  the relevant Yard   regarding the         construction of the Vessels.         "Statement      of  Compliance"      means    a  Statement    of  Compliance     related  to  fuel  oil         consumption pursuant to regulations 6.6 and 6.7 of Annex VI.         "SMC" means a valid safety management certificate issued for a Vessel pursuant to paragraph         13.7 of the ISM Code.         "SMS"    means   a  safety  management     system   for  a 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).   BD-#34696673-v11                                      15





 






       "Total Commercial Facility Commitments" means the aggregate of the Commercial Facility         Commitments, being $250,000,000 as at the date of this Agreement.         "Total Commitments" means the aggregate of the Total Commercial Facility Commitments,         the Total KEXIM Facility Commitments and the Total KEXIM Guaranteed Facility Commitments,         being $629,000,000 at the date of this Agreement.         "Total   KEXIM     Facility   Commitments"       means    the   aggregate    of  the  KEXIM    Facility         Commitments,     being  $189,879,000    approximately    equal to  50.1%   of the ECA   Commitments         as at the date of this Agreement.         "Total  KEXIM     Guaranteed     Facility  Commitments"       means    the aggregate    of the  KEXIM         Guaranteed Facility Commitments, being $189,121,000 approximately equal to 49.9% of the         ECA Commitments as at the date of this Agreement.         "Total Loss" means, in relation to a 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 relevant 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                relevant Borrower.         "Total Loss Date" means:         (a)    in the case of an actual total loss of a 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   a 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                       relevant Borrower   with  the Vessel's insurers  in which  the insurers  agree to   treat                       the relevant 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,    any  Shipbuilding   Contract         and the Intermediate MOAs.         "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 Borrowers.         "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.   BD-#34696673-v11                                      16





 






       "Trust Property" means, collectively:         (a)    all moneys   duly  received   by the  Security  Agent   under  or  in respect  of  the  Finance                Documents or the KEXIM Guarantee;         (b)    any portion of the balance on any Earnings Account held by or charged to the Security                Agent at any time;         (c)    the  Security  Interests, guarantees,   security,  powers  and   rights given  to the  Security                Agent under and pursuant to the Finance Documents or the KEXIM Guarantee including,                without limitation, the covenants given to the Security Agent in respect of all obligations                of any Obligor;         (d)    all assets paid or transferred to or vested in the Security Agent or its agent or received                or recovered   by the  Security  Agent  or its agent  in connection   with any  of the  Finance                Documents or the KEXIM Guarantee whether from any Obligor or any other person; and         (e)    all or  any   part  of  any  rights,  benefits,  interests  and   other  assets  at  any   time                representing or deriving from any of the above, including all income and other sums at                any  time  received  or  receivable  by the  Security  Agent   or its agent  in respect  of the                same (or any part thereof).         “UK   Bail-In  Legislation”    means   (to  the  extent  that  the United   Kingdom    is not  an  EEA         Member Country which has implemented, or implements, Article 55 BRRD) Part I of the United         Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom         relating  to the  resolution  of unsound    or failing banks,  investment    firms or  other  financial         institutions or  their  affiliates (otherwise  than  through   liquidation, administration   or  other         insolvency proceedings).         "Unpaid Sum" means any sum due and payable but unpaid by an Obligor under the Finance         Documents.         "US" means the United States of America.         "US GAAP" means the generally       accepted account principles in the US.         "US Tax Obligor" means:         (a)    an Obligor which is resident for tax purposes in the US; or         (b)    an  Obligor  some   or  all of whose   payments    under  the  Finance  Documents     are  from                sources within the US for US federal income tax purposes.         "USD"    means   United   States  Dollars,  being  the  lawful  currency   of  the  United  States   of         America.         "VAT" means value added tax and any other tax of similar nature.         "Vessel" means each of the vessels 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;          (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,    BD-#34696673-v11                                      17





 






                       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.           (c)    in relation to any UK Bail-In Legislation:                  (i)    any  powers  under  that  UK  Bail-In Legislation to  cancel, transfer or  dilute shares                         issued by a person that is a bank or investment firm or other financial institution                         or affiliate of a bank,  investment    firm or  other  financial institution, to cancel,                         reduce, modify or change the form of a liability of such a person or any contract                         or instrument   under   which   that liability arises, to convert   all or part  of that                         liability into shares, securities or obligations of that  person  or any  other  person,                         to provide that any such contract or instrument is to have effect as if a right had                         been exercised under it or to suspend any obligation in respect of that liability of                         any of the powers under that UK Bail-In Legislation that are related to or ancillary                         to any of those powers; and                  (ii)   any similar or analogous powers under that UK Bail-In Legislation.           "Yard" means:           (a)    in respect of  the Vessels,  "Flex Artemis",  "Flex  Resolute"  and  "Flex Freedom", Daewoo                  Shipbuilding and Marine Engineering Co., Ltd; and           (b)    in respect  of the  Vessels, "Flex  Aurora"  and  "Flex  Amber"   and  the Additional  Vessels,                  Hyundai Samho Heavy Industries Co., Ltd..  1.2      Construction               (a)   Unless a contrary indication appears, any reference in this Agreement to:                  (i)    the "Agent", the "Security Agent", the "Arrangers", 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,      BD-#34696673-v11                                      18





 






                       intergovernmental     or  supranational    body,   agency,    department    or   of  any                         regulatory, self-regulatory or other authority or organisation;                  (vii)  a “Yard Authorised Signatory" means any person:                         (A)   authorised   to  execute   any  document    to be  delivered   pursuant   to or  in                               connection with this Agreement on the Yard's behalf; and                         (B)   in respect   of whom   the  Agent  has  received   evidence  satisfactory  to it of                               such authority and a specimen signature;                  (viii) a provision  of law  is a reference  to that provision  as  it may  be amended    or  re-                        enacted; and                  (ix)   a time   of the  day  is  a reference   to  Central  European   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)   The  ejusdem   generis  rule of construction   shall not apply  to the Finance   Documents                     and accordingly general words shall not be given a restrictive meaning by reason of                     their being preceded or followed by words      indicating a particular class or examples of                     acts, matters or things.               (f)   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.               (g)   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      Third party rights               (a)   Unless expressly provided to the contrary in a Finance Document for the benefit of a                     Finance Party, a person who is not a party to a Finance Document has no right under      BD-#34696673-v11                                      19





 






                   the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act") to enforce                     or enjoy the benefit of any term of the relevant Finance Document.               (b)   Any  Finance   Document    may  be  rescinded  or  varied by  the parties  to it without the                     consent   of any  person  who   is not a  party  to it (unless otherwise   provided  by  this                     Agreement).               (c)   A person who is not a party to a Finance Document may only enforce its rights under                     that Finance Document through a Finance Party and if and to the extent and in such                     manner as the Finance Party may determine.  1.5      Finance Documents           Where   any  other Finance   Document provides     that this Clause  1.5 shall apply to that Finance           Document, any other provision of this Agreement which, by its terms, purports to apply to all           or any of the Finance Documents and/or any Obligor shall apply to that Finance Document as           if set out in it but with all necessary changes.     BD-#34696673-v11                                      20





 






                                         Section    2  - The Facility    2      The Facility  2.1      The Facility           Subject to the terms of this Agreement, the Lenders agree to make available to the Borrowers            senior  secured   term  loan  facilities up to the  Total  Commitments,     which  Facilities shall be           available  for drawdown    in  up  to five (5)  Loans,  one  for each   respective  Borrower   and  its           respective Vessel, and each Loan shall comprise a Commercial Facility Loan, a KEXIM Facility           Loan and a KEXIM Guaranteed Facility Loan which shall be in the Relevant Percentage of such           Loan.  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  Facility 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.               (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      BD-#34696673-v11                                      21





 






                   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.  2.4      Joint and several liability               (a)   Notwithstanding    anything  to  the contrary  herein  contained,  each  Borrower   shall be                     and remain jointly and severally liable with each other Borrower for (i) the payment                     of  each  and  every  sum   from  time  to time  due   from  the Borrowers,   (ii) each  and                     every obligation undertaken and (iii) each and every liability incurred on the part of                     the Borrowers under or pursuant to the Finance Documents. Failure by a Borrower to                     perform   its obligations under   this Agreement   shall constitute  a failure by  all of the                     Borrowers.               (b)   If at any time a Borrower has paid to the Finance Parties or the Finance Parties have                     recovered   from  that  Borrower   a sum   which  was  due  from   the Borrowers   under   or                     pursuant   to the  Finance  Documents    and  such  sum   is higher  than  the amount   that                     Borrower   was  obliged  to contribute  in its relation (if any) with  any other  Borrower,                     then  that  Borrower  shall not  have  the  benefit of any  right of subrogation   and  shall                     not  exercise  any  right of recourse  or claim  any  set-off or counterclaim   against  any                     other Borrower    or prove  otherwise   in competition  with  the Finance  Parties (all such                     rights  being  hereby   irrevocably   waived   by  each  Borrower)   unless   and  until the                     outstanding    indebtedness    under   the   Finance   Documents     has   been   paid   and                     discharged in full.               (c)   Each  Borrower   irrevocably  and  unconditionally  jointly and  severally with  each other                     Borrower:                  (i)    agrees that it is responsible for the performance of the obligations of each other                         Borrower under this Agreement;                  (ii)   acknowledges and agrees that it is a principal and original debtor in respect of all                         amounts due from the Borrowers under this Agreement; and                  (iii)  agrees with each Finance Party that, if any obligation of another Borrower under                         this Agreement    is or becomes   unenforceable,   invalid or  illegal for any reason  it                         will, as an  independent    and  primary   obligation,  indemnify   that  Finance  Party                         immediately on demand against any and all losses it incurs as a result of another                         Borrower   not  paying  any   amount   which   would,  but  for such   unenforceability,                         invalidity or  illegality, have been   payable   by  that  other  Borrower   under   this                         Agreement.    The  amount    payable   under  this  indemnity   shall be  equal   to the                         amount which that Finance Party would otherwise have been entitled to recover.                (d)   The  obligations  of each  Borrower   under  the  Finance  Documents    shall continue  until                     all amounts    which   may   be   or become    payable   by   the  Borrowers   under   or  in                     connection   with  the Finance   Documents    have  been  irrevocably  and  unconditionally                     paid  or discharged   in full, regardless  of any  intermediate   payment   or discharge   in                     whole or in part.               (e)   If any discharge, release or arrangement (whether in respect of the obligations of a                     Borrower   or  any  security for those  obligations  or otherwise)   is made   by a  Finance                     Party in  whole or in part on the basis of any payment, security or other disposition                     which   is avoided  or  must  be  restored  in insolvency,   liquidation, administration   or                     otherwise,    without   limitation, then   the   liability of the   Borrowers    under   this                     Agreement will continue or be reinstated as if the discharge, release or arrangement                     had not occurred.                (f)   The obligations of each Borrower under the Finance Documents shall not be affected                     by  an  act,  omission,  matter   or thing  which,  but  for this Clause   (whether   or not                     known    to it or any  Finance   Party), would   reduce,  release  or  prejudice  any  of its                     obligations under the Finance Documents including:     BD-#34696673-v11                                      22





 






              (i)    any time, waiver or consent granted to, or composition with, any Obligor or other                       person;                (ii)   the release  of  any  other  Obligor  or any  other  person   under  the  terms   of any                       composition or arrangement with any creditor of any other Obligor;                (iii)  the taking, variation, compromise, exchange, renewal or release of, or refusal or                       neglect to perfect, take up or enforce, any rights against, or security over assets                       of, any Obligor or other person or any non-presentation or non-observance of any                       formality  or other  requirement    in respect  of  any  instrument   or any   failure to                       realise the full value of any security;                (iv)   any incapacity or lack of power, authority or legal personality of or dissolution or                       change in the members or status of an Obligor or any other person;                (v)    any   amendment,      novation,   supplement,     extension,   restatement     (however                       fundamental    and  whether   or  not more   onerous)   or  replacement    of a  Finance                       Document or any other document or security;                (vi)   any unenforceability, illegality or invalidity of any obligation of any person under                       any Finance Document or any other document or security; or                (vii)  any insolvency or similar proceedings.              (g)   Each Borrower waives any right it may have of first requiring any Finance Party (or                   any trustee or agent on its behalf) to proceed against or enforce any other rights or                   security  or  claim  payment    from  any  person   before  claiming   from  that  Borrower                   under   any  Finance  Document.     This waiver   applies irrespective  of any   law or  any                   provision of a Finance Document to the contrary.              (h)   After  cancellation   of  the  Total  Commitments      in  accordance    with  Clauses   7.3                   (Mandatory prepayment –       Illegality) or 7.6 (Voluntary cancellation) or the giving of                   notice  under  paragraph   (a)  of Clause  24.17  (Acceleration),  then,  until all amounts                   which   may  be  or become    payable  by  the Obligors  under   or in connection   with the                   Finance Documents have been irrevocably and unconditionally paid or discharged in                   full, each Finance Party (or any trustee or agent on its behalf) may:                (i)    refrain from  applying  or  enforcing  any  other moneys,    security or  rights held  or                       received by that Finance Party (or any trustee or agent on its behalf) in respect of                       those  amounts,   or apply  and  enforce  the  same   in such  manner   and  order  as it                       sees  fit (whether  against  those  amounts   or otherwise)   and  no  Borrower   will be                       entitled to the benefit of the same; and                (ii)   hold  in an  interest-bearing   suspense    account  any   money    received  from   any                       Borrower or on account of any Borrower's liability under any Finance Document.              (i)   Until  all amounts   which  may   be  or  become   payable   by  the  Obligors  under  or  in                   connection with the Finance Documents have been irrevocably paid in full and unless                   the  Agent  otherwise   directs (on  such  terms   as it may  require),  no  Borrower   shall                   exercise   any  rights  which   it may   have   by  reason   of performance    by   it of its                   obligations under the Finance Documents:                (i)    to be indemnified by another Obligor;                (ii)   to claim any contribution from any other Obligor or any guarantor of any Obligor's                       obligations under the Finance Documents;                 (iii)  to take  the benefit  (in whole  or  in part and  whether   by  way  of  subrogation   or                       otherwise) of any rights of the Finance Parties under the Finance Documents or of                       any  guarantee   or security taken  pursuant   to, or in connection   with, the  Finance                       Documents by any Finance Party;   BD-#34696673-v11                                      23





 






                (iv)   to bring legal or other proceedings for an order requiring any Obligor to make any                         payment,   or perform   any  obligation, in  respect of  which  that Borrower   is liable                         under this Agreement or any of the other Finance Documents;                  (v)    to exercise any right of set-off against any other Obligor; and/or                  (vi)   to claim  or  prove  as  a creditor  of any   other  Obligor  in competition   with  any                         Finance Party.                (j)   If a Borrower receives any benefit, payment or distribution in relation to such rights                     it will promptly pay an equal amount to the Agent for application in accordance with                     Clause 29 (Payment mechanics). This only applies until all amounts which may be or                     become payable by the Obligors under or in connection with the Finance Documents                     have been irrevocably paid in full.   2.5      Accordion option               (a)   Provided that no Default has occurred and is continuing (or will occur as a         result of                     the Accordion Increase (as defined below)) including, without limitation, compliance                     with Clause 21 (Financial Covenants) and provided further that a Vessel is subject to                     a  charter  with a  third party, not  being  a Group   Member,    for a firm  period  of five                     years  or more at a   minimum    time charter   rate of $65,000 per    day  or otherwise  on                     terms acceptable to the Lenders that participate in the Accordion Increase (each, an                     “Accordion    Lender”    and  collectively the  "Accordion    Lenders"),   the  Commercial                     Facility Majority Lenders and KEXIM, the Borrowers may, subject to:                  (i)    the Lenders   obtaining  further commitments     satisfactory to the  Borrowers,   which                         commitments     shall be   allocated  pro-rata  as  between    the  relevant  Accordion                         Lenders; and                  (ii)   the Commercial    Facility Majority  Lenders   approving   the Accordion   Increase  (as                         defined below);                  (iii)  the Accordion   Increase  (as  defined  below)   becoming   effective and   to be  made                         available to the Borrowers not later than twelve (12) months after the Drawdown                         Date relating to the Loan for such Vessel; and                  (iv)   the Borrowers   agreeing   to any  and  all amendments     to  the Finance   Documents                         required  by  the  Agent   (acting  on  the  instructions  of the  Commercial    Facility                         Majority Lenders);                  increase  the  Total Commitments     and  the  Total Commercial    Facility Commitments     (an                  "Accordion Increase") by an amount of whichever shall be the lesser of:                         (A)   $10,000,000 in respect of such Vessel; and                         (B)   such  amount    as when   aggregated    with the  Commercial    Facility Loan, the                               KEXIM    Facility Loan  and  the  KEXIM   Guaranteed    Facility Loan  relating  to                               such Vessel equals 70% of the Market Value of such Vessel as determined                               by  the  most  recent  valuations   delivered  to the  Agent  pursuant   to clause                               20.3  (Vessels’ Market Value) (the "Additional Commitments").                (b)   Without   prejudice  to  any  amendments     to  the Finance   Documents    required   under                     Clause   2.5(a), the  Borrowers   shall be  required  as  a condition  to making   available                     any   Additional   Commitments      relative  to  a  Vessel   to  prepay   such   Additional                     Commitments      if, for whatever   reason,   the relevant   charter  shall be  terminated,                     cancelled   or otherwise   cease  to  be in  full force and  effect prior  to its scheduled                     expiry.  Any   notice  issued  by  the  Agent   confirming   the  amount   of  the  required                     prepayment shall be conclusive and binding on all parties, in the absence of manifest                     error.     BD-#34696673-v11                                      24





 






             (c)   The Additional Commitments may be used for the general working capital purposes                     of the Borrowers.               (d)   No Lender shall be obliged to provide any Additional Commitments.                (e)   The  Additional Commitments      shall be repaid in  accordance with    Clauses  6.1(b) and                     6.1(c).                (f)   Subject   to Clause  2.5(a),  the Borrowers   may   increase  the Total  Commitments     and                     the  Commercial     Facility Commitments      for the  relevant  Vessel   by  delivering  an                     Increase Confirmation to the Agent not later than      five (5) Business Days prior to the                     proposed    increase   date   (the  "Increase    Date").   An   Increase   Confirmation    is                     irrevocable.               (g)   On the Increase Date:                  (i)    the amount   of  the Additional  Commitments     of each  Accordion   Lender  will be as                         set out in the relevant Increase Confirmation;                   (ii)   each  of the  Obligors  and  each  Lender  of Additional  Commitments     shall  assume                         obligations  towards  one   another  and/or   acquire  rights against  one   another  as                         they   would   have    acquired   or   assumed     had   each   Lender    of  Additional                         Commitments     been  an  Original  Commercial    Facility Lender  with  the rights  and                         obligations  acquired  and  assumed    by  it as  a result  of providing  its Additional                         Commitments; and                  (iii)  unless otherwise   agreed  by  the  Parties, the Additional  Commitments     shall, from                         the  Increase  Date,  form   part  of the  Commercial    Facility Loan  relating  to the                         relevant Vessel.    3      Purpose  3.1      Purpose           The  Borrowers   shall apply  all amounts   borrowed    by it under  the  Facilities towards  the part           financing of the Vessels and, in the case of the KEXIM Guaranteed Facility, financing the cost           of the KEXIM Guarantee Premium.  3.2      Monitoring           Without prejudice to the obligations of the Borrowers 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.                     The   Agent   shall notify the  Borrowers    and  the  Lenders   promptly   upon   being  so                     satisfied.               (b)   The Borrowers 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 Borrowers and the Lenders promptly upon being so satisfied.     BD-#34696673-v11                                      25





 






             (c)   The  Borrowers   shall procure   that the  Agent  has  received  all of the documents    and                     other evidence listed in Part III of Schedule 2   (Conditions precedent –    Delivery Date)                     in form and substance satisfactory to the Agent latest on the relevant Delivery Date.               (d)   Other than to the extent that the Majority Lenders notify the Agent in        writing to the                     contrary before the Agent gives the notification described in paragraphs (a), (b) and                     (c)  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 notifications.  4.2      Further conditions precedent           The  Lenders   will only be obliged  to comply   with Clause  5.4  (Lenders'  participation) if on the           date of a Drawdown Notice and on the proposed Drawdown Date:               (a)   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;               (c)   no   KEXIM   Mandatory    Prepayment    Event   has  occurred   or would   result  from  the                     proposed Loan;               (d)   the  KEXIM    Agent  has  not  received   a notice  from  KEXIM    requesting   that further                     advances be suspended or terminated under this Agreement (unless such notice has                     been withdrawn by KEXIM); and               (e)   the full amount   of any  outstanding   KEXIM   Guarantee Premium      has been, or will  on                     the relevant Drawdown Date be, paid.  4.3      Maximum number of drawings           The Facility may be drawn in five (5) Loans only during the Availability Period, one in respect           of each Borrower and its Vessel.  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).     BD-#34696673-v11                                      26





 






                                          Section    3 - Drawdown    5      Drawdown  5.1      Delivery of a Drawdown Notice           The Borrowers may utilise the Facilities by delivering to the Agent a duly completed Drawdown           Notice  no  later than  11:00   hours  four (4)  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 Borrower, and the Vessel 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;               (d)   subject to Clause 5.5 (Closing mechanics), the proposed Drawdown Date is also the                     Delivery Date of the relevant Vessel;               (e)   the currency specified is USD;               (f)   the  amount    of  the  proposed   Loan   is an   amount   not   exceeding   the  applicable                     Maximum     Loan  Amount,   as  determined   by  the Market   Value  of the relevant  Vessel                     established not more than four (4) weeks prior to the proposed Drawdown Date;               (g)   the aggregate of any Loan drawn down and the amount of the proposed Loan, does                     not   exceed   the  Commitment      for the   relevant  Vessel   identified in  Schedule   7                    (Vessels);               (h)   the proposed Loan comprises a Commercial Facility Loan, a KEXIM Facility Loan and                     KEXIM Guaranteed Facility Loan, each in the Relevant Percentage of such Loan; and               (i)   the proposed Interest Period complies with Clause 9 (Interest Periods).  5.3      Availability           Any   amount   of  the  Total  Commitments     which,  at  that  time,  has  not  been   utilised shall           automatically   be cancelled  at  the close  of business  in Oslo  on  the  expiry of the  Availability           Period.  5.4      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 not  later                     than  11.00   hours  on  the  day  falling three (3)  Business  Days   before  a Drawdown                     Date.               (b)   If the conditions set out in this Agreement have been met, each Lender shall no later                     than 11:00 hours on a Drawdown Date make available to the Agent for the account                     of  the relevant  Borrower   an amount    equal  to its participation in the drawing   to be                     advanced pursuant to a Drawdown Notice.     BD-#34696673-v11                                      27





 






5.5      Closing mechanics           Subject to (i) an agreed closing procedure, (ii) conditions for release and return of funds, and           (iii) relevant undertakings not to trigger release prior to the Agent's written consent, all to the           satisfaction of  the Agent   (acting on  the  instruction of  the Lenders,   in their sole discretion)           prior to issue of the Drawdown Notice, the Drawdown Date may be prior to the Delivery Date           in order  to facilitate pre-positioning  of funds  with  the relevant  Yard's  bank  and/or   with the           relevant Intermediate Buyer’s bank.   5.6      Notice to KEXIM as guarantor            The Agent shall promptly after each Drawdown Notice notify the KEXIM Agent of the amount           of the  relevant  Loan  and   of the  relevant  Drawdown    Date  and  the  KEXIM   Agent   shall then           notify KEXIM as guarantor of the same.     BD-#34696673-v11                                      28





 






                   Section    4 - Repayment, Prepayment and Cancellation    6      Repayment  6.1      Repayment               (a)   To  the  extent   not  previously  reduced,   the  Borrowers   shall  repay  each   Loan  as                     follows:                  (i)    the Commercial    Facility Loan   (excluding  any  Additional  Commitments)     forming                         part of  such  Loan  shall be  repaid  in  one  payment    on the  Final  Maturity  Date                         relating to the Commercial Facility;                  (ii)   subject  to clause  6.1(a)(v),  the KEXIM   Facility Loan  forming   part of  such  Loan                         shall, for the  first six (6)  years,  be  repaid  in equal  semi-annual    consecutive                         instalments, based on a 3006     year linear repayment profile, and for the following                         six (6)  years   shall be  repaid   in twelve   (12)  equal  semi-annual    consecutive                         instalments to zero;                  (iii)  subject to  clause 6.1(a)(v),  the  KEXIM   Guaranteed   Facility Loan  forming  part  of                         such   Loan   shall be   repaid   in  twelve   (12)  equal   semi-annual    consecutive                         instalments to zero;                  (iv)   subject to clause 6.1(a)(v), the combined repayment profile of the KEXIM Facility                         Loan and the KEXIM Guaranteed Facility Loan shall be a twelve (12)-year profile                         in equal semi-annual consecutive instalments to zero; and                  (v)    the first instalment of the KEXIM Facility Loan and the KEXIM Guaranteed Facility                         Loan forming part of the first Loan to be made available shall be due and payable                         on the date falling six months after the first Drawdown Date and each subsequent                         instalment  shall be  due  on each   of the dates  falling six monthly   thereafter; the                         first pro-rated instalment for the KEXIM Facility Loan and the KEXIM Guaranteed                         Facility Loan forming part of any later Loan shall be due on the same date upon                         which the next instalment shall fall due in respect of the KEXIM Facility Loan and                         the KEXIM   Guaranteed    Facility Loan forming   part of the  first such Loan  in order                         that the instalment dates for each Loan shall be consolidated.                 (b)   To  the  extent  not previously  reduced,   the  Borrowers   shall repay  each  Commercial                     Facility Loan  relating to  the Additional  Commitments     on  a twenty   (20)-year  profile                     over   a  repayment     period  ending   on   the  Final  Maturity  Date   relating  to  the                     Commercial    Facility in equal  semi-annual    consecutive   instalments  (other  than  the                     final such  instalment   which  shall be  the balance   of such  Commercial    Facility Loan                     which   would, but for this clause, have been repaid between the Final Maturity Date                     relating to the Commercial Facility and the expiry of such twenty (20)-year period).                (c)   An  illustrative repayment schedule     is set out in Schedule   8 (Repayment    Schedule),                     based   on  the  assumption   of full utilisation of the  Total Commitments.     The  Agent                     shall  provide   an  updated    repayment    schedule   prior  to  each   Drawdown     Date,                     reflecting the final amount of each Loan and its Drawdown Date.  6.2      No re-borrowing           The Borrowers may not re-borrow any part of a Loan which is repaid.  6.3      Final repayment           Notwithstanding    Clause  6.1  (Repayment),    on  the  Final Maturity   Date,  the  Borrowers   shall           repay the relevant 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).     BD-#34696673-v11                                      29





 






  7      Prepayment and Cancellation  7.1      Mandatory prepayment –         Collateral Maintenance Test               (a)   The   aggregate   Market   Value  of  the  Vessels  shall at  all times  be  minimum     one                     hundred    and  thirty per  cent.  (130%)   of  the  Loans  outstanding   (the  "Collateral                     Maintenance Test").               (b)   If there  is a breach  of  the Collateral  Maintenance   Test,  the Borrowers   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 by an amount necessary to cure such breach.  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 a 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 a 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                         eighty (180) 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).               (b)   If a Vessel is sold or otherwise disposed of, or it becomes a Total Loss, or all shares                     in a  Borrower   are  sold or otherwise   disposed  of, the  respective  Borrower   shall be                     obliged  to  prepay   the Loan   related  to such  Vessel  in  full, together  with accrued                     interest, and   settle all costs and  fees, and  all outstanding  amounts    under  Hedging                     Agreements,     related   to  such  Loan    on  the   Disposal   Date   and   any  undrawn                     Commitment      under  the  Facility available for the  financing  of such  Vessel  shall be                     cancelled on the Disposal Date.  7.3      Mandatory prepayment –         Illegality           If it becomes unlawful in any applicable jurisdiction (including by virtue of the introduction of,           or  any  change   in  the  interpretation  or application  of,  any  regulation)  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   is entitled,  at is discretion,  at  any  time  to  notify  the  Agent  upon                     becoming aware of that event;               (b)   upon   the  Agent  notifying  the  Borrowers,   the  Commitment     of that  Lender  will be                     immediately cancelled; and               (c)   the  Borrowers   shall repay   that Lender's   participation in the  Loan   on the  Interest                     Payment Date occurring after the Agent has notified the Borrowers or, if earlier, the      BD-#34696673-v11                                      30





 






                   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 Borrowers, such Commitments will be immediately cancelled and           such  outstanding   part of  any  Loan  and  other  amounts   will become   due  and  payable   by the           Borrower(s) within 20 Business Days of such notice. The         Borrowers shall   promptly notify the           Agent upon becoming aware of a Change of Control.  7.5      Voluntary prepayment           The  Borrowers   may,   if they give  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 and which shall be applied against each of the Commercial Facility Loan, the           KEXIM Facility Loan and KEXIM Guaranteed Facility Loan forming part of such Loan on a pro           rata  basis). A prepayment    fee  of 0.5%   shall be paid  by  the Borrowers   on  any  amount   of a           KEXIM Facility Loan which is prepaid, provided that the KEXIM Facility Lenders may, but shall           not  be  obliged  to, waive  such   prepayment    fee if such  prepayment    occurs   on the  Interest           Payment Date of such KEXIM Facility Loan(s).  7.6      Voluntary cancellation           The  Borrowers   may,   if they give  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  and  which  shall  be  applied  against  each  of the           Commercial    Facility  Loan,  the  KEXIM    Facility Loan  and   KEXIM   Guaranteed     Facility Loan           forming  part  of such  Loan  on  a pro  rata basis). Any  cancellation  under  this Clause  7.6  shall           reduce the Commitments of the Lenders rateably.  7.7      Right of repayment in relation to a single Lender               (a)   If:                  (i)    any  sum   payable  to  any  Lender  by  the  Borrowers   is required  to  be  increased                         under paragraph (c) of Clause 12.2 (Tax gross-up); or                  (ii)   any  Lender  claims  indemnification   from  the  Borrowers   under  Clause   12.3  (Tax                         indemnity) or Clause 13.1 (Increased costs),                  the  Borrowers   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  Borrowers   have  given                     notice of cancellation under paragraph (a) above (or, if earlier, the date specified by                     the Borrowers in that notice), the Borrowers shall repay that Lender's participation in                     the  Loans  together   with all interest and  other  amounts   accrued   under  the  Finance                     Documents.     BD-#34696673-v11                                      31





 






 7.8      KEXIM Guarantee            If, for any reason   whatsoever,   a KEXIM   Mandatory    Prepayment    Event  occurs, the  Borrowers            or the relevant Finance Party shall promptly notify the KEXIM Agent upon any Obligor or such            Finance  Party  (as  applicable)  becoming   aware   of such  KEXIM   Mandatory    Prepayment    Event            following  which   the  Borrowers    shall, if instructed   by  the  KEXIM    Agent   (acting  on  the            instructions  of  a  KEXIM   Guaranteed     Facility Lender),   prepay   the  portion  of  the  KEXIM            Guaranteed    Facility Loans  attributable  to such  KEXIM    Guaranteed    Facility Lender,  together            with  any  other  amounts    owing  to  such  KEXIM   Guaranteed    Facility Lender  relating to  such            KEXIM Guaranteed Facility Loans under this Agreement and the Finance Documents within 30            Business Days' of receipt of the KEXIM Agent's notice.   7.9      Commercial Facility             If, by the  date  falling 30 days  prior to the  Final Maturity  Date  in respect of  the Commercial            Facility Loans, the Commercial Facility Loans (a) have not been extended or (b) have not been            replaced by another loan facility on terms and with lenders satisfactory to the KEXIM Facility            Lenders and the KEXIM Guaranteed Facility Lenders, the Borrowers shall, if instructed by the            KEXIM   Agent   (acting  on the  instruction  of a KEXIM    Guaranteed   Facility Lender   or KEXIM),            prepay the KEXIM Facility Loans and      the KEXIM Guaranteed Facility Loans, together with any            other  amounts    owing   to  the  KEXIM   Facility Lenders   and   the  KEXIM   Guaranteed    Facility            Lenders under this Agreement and the other Finance Documents on the Final Maturity Date in            respect of the Commercial    Facility Loans.   7.10      Terms and conditions for prepayments and cancellation                (a)   Any notice of prepayment or cancellation by the Borrowers 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 Borrowers may not re-borrow any part of the Facility which is prepaid.                (d)   The Borrowers 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   Total  Commitments      cancelled  under    this Agreement     may                      subsequently be reinstated.                (f)   If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of                      that notice to the Borrowers or the Lenders, as appropriate.  7.11      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                      a  single Loan  in full, be applied  in inverse  order of maturity   against the  remaining                      instalments,   including  balloon  payments,    pro  rata  between   the  Loans   under  the                      Facility,  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.      BD-#34696673-v11                                      32





 






                                    Section    5 - Costs of Utilisation    8      Interest  8.1      Calculation of interest           The rate of interest for a Loan for each Interest Period is the percentage rate per annum which           is the aggregate of the applicable:               (a)   Margin; and               (b)   LIBOR.  8.2      Payment of interest           The  Borrowers shall   pay  accrued  interest on  each  Loan  (or on  any  Commercial   Facility Loan,           KEXIM Facility Loan or KEXIM Guaranteed Facility Loan comprising part of such Loan) on the           last day of each Interest Period (and, if an Interest Period in respect of a Commercial Facility           Loan is longer than six months, on the dates falling at six monthly intervals after the first day           of that 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  Borrowers   under   Clause  24.17(b)   (Acceleration),  all                     outstanding amounts under the Facility 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 Borrowers may select an Interest Period for a Loan in a Drawdown Notice or (if                     one or more Loans have already been borrowed and in the case of the Commercial                     Facility Loans only) 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, in the case of Commercial Facility Loans, the Borrowers fail to deliver a Selection                     Notice  to the  Agent  in accordance   with  paragraph   (b)  above,  the relevant  Interest                     Period will be six (6) months.               (d)   Subject   to Clause  9.1(e), the  first Interest Period shall start on  the first Drawdown                     Date.   The  first Interest Period  for the second   or any  later Loan  shall start  on the      BD-#34696673-v11                                      33





 






                    relevant Drawdown Date and end on the last day of the then current Interest Period                      for the balance   of the Loan which    has  previously  been drawn   and  each subsequent                      Interest Period shall start on the day following the last day of the previous Interest                      Period.                (e)   The   Borrowers   may,   in respect  of  the Commercial    Facility Loans   only,  select an                      Interest Period of   one (1),  three (3) or six  (6) months   or such  other period  agreed                      between    the  Borrowers   and  the  Agent  (on  behalf  of the  Lenders)   in the  case  of                      Commercial    Facility Loans  only, however the Borrower     may   only  select a maximum                      of three (3) one (1) month periods per year. In respect of KEXIM Facility Loans and                      KEXIM    Guaranteed   Facility Loans,  Interest  Periods  may  only  be  six (6) months    or                      any   other  period  agreed   between    the  Borrowers   and  the  Agent   (acting  on  the                      instruction of the Lenders,  and in respect of KEXIM Guaranteed Facility Loans, also                      KEXIM    as guarantor).   For  the  avoidance   of doubt   at all times  following  the  first                      Drawdown     Date,  Interest  Periods  for (i) all Commercial    Facility Loans  and  (ii) all                      KEXIM Facility Loans and KEXIM Guaranteed Facility Loans, shall be consolidated.                (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 relating to it.   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 the Loans exceed fifty per cent (50.00%) of the                          Loans)  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 Borrowers so requires, the                      Agent and the Borrowers shall enter into negotiations (for a period of not more than                      thirty (30) days) with a view to agreeing a substitute basis for determining the rate                      of interest.      BD-#34696673-v11                                      34





 






              (b)   Any   alternative  basis  agreed   pursuant   to this  Clause  10.2   shall, with  the  prior                      consent of all the Lenders and the Borrowers, be binding on all Parties.  10.3      Break Costs                (a)   The Borrowers 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 Borrowers   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 Borrowers 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, from the date of this Agreement to the earlier of:                   (i)    the expiry of the Availability Period; or                   (ii)   the date on which the Facilities have been fully drawn or cancelled in whole.                (b)   The accrued commitment fee is payable semi-annually in arrears on the last day of                      each fiscal half-year and on the last day of the Availability Period or such other date                      upon which the Facility is fully drawn or cancelled in whole or, in respect of any part                      cancellation, on the cancelled amount on the date the cancellation is effective.  11.2      Arrangement fee            The  Borrowers   shall pay  to Agent  (for further  distribution to the  Arrangers)  an  arrangement            fee in the amount and at the times agreed in a Fee Letter.  11.3      Agency fee            The Borrowers shall pay to the Agent (for its own account) an agency fee in the amount and            at the times agreed in a Fee Letter.  11.4      KEXIM Guarantee Premium                (a)   The   Borrowers    acknowledge    that  the  KEXIM    Guaranteed    Facility  Lenders   shall                      procure   the issuance   of the  KEXIM   Guarantee   either  through  the  KEXIM   Agent   or                      directly with KEXIM as guarantor and shall benefit from it throughout the duration of                      the Security Period. The Borrowers agree to pay to the KEXIM Agent (for the account                      of  KEXIM   as guarantor)   the  KEXIM   Guarantee   Premium    applicable  to  each  KEXIM                      Guaranteed Facility Loan on or prior to the Drawdown Date in respect of such KEXIM                      Guaranteed Facility Loan.                (b)   The   Borrowers   agree  that  their obligation  to make    the payments    set  out  in this                      Clause   11.4  to the  KEXIM   Agent  in respect  of  the KEXIM   Guarantee    (or any  part                      thereof)  shall  be an  absolute   obligation and   shall not  be  affected by  any  matter                      whatsoever.     The   KEXIM   Guarantee    Premium   (or  any  part  thereof)  shall not  be                      refundable except in accordance with the terms of the KEXIM Guarantee and KEXIM                      as guarantor's internal regulations.                 (c)   The  Borrowers acknowledge      that the amount    of the KEXIM   Guarantee Premium      will                      be solely determined by KEXIM as guarantor and no Lender is in any way involved in                      the determination of the amount of any KEXIM Guarantee Premium and agrees that       BD-#34696673-v11                                      35





 






                 the Borrowers shall have no claim or defence against any Lender in connection with                   the amount of the KEXIM Guarantee Premium.   BD-#34696673-v11                                      36





 






                           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 or the KEXIM Guarantee and KEXIM as guarantor.                   "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 a Borrower is:                   (i)    a Lender which is resident for tax purposes in a 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 a Borrower; and                   (iii)  such other relevant details as may be reasonably requested by the Borrowers 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     or the  KEXIM    Guarantee,   other  than  a  FATCA                   Deduction.                   "Tax  Jurisdiction"    means,   in relation  to a  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  a  Borrower,   a Lender   which   is treated  as                   resident  in a jurisdiction that has  a  double  taxation  agreement    (a "Treaty")   with the                   Borrowers'  Tax  Jurisdiction which  gives  such  resident  full exemption  from  tax  imposed                   by the Borrowers' 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.      BD-#34696673-v11                                      37





 






           (b)   The  Borrowers    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  Borrowers   and  that                   Obligor.             (c)   If a Tax Deduction is required by law to be made by an Obligor, the amount of the                   payment due from that Obligor shall be increased to an amount which (after making                   any Tax Deduction) leaves an amount equal to the payment which would have been                   due if no Tax Deduction had been required.             (d)   Subject to paragraph (iii) below, 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,                (iii)  it is acknowledged that as at the date of this Agreement none of the Lenders are                       a Qualifying  Lender   and  it is hereby  agreed  that  if a Lender  shall  at any  time                       become a Qualifying Lender, the Parties shall consult in good faith for a period of                       not less  than 30  days  regarding   any  amendments     that  should  be made    to this                       Clause to reflect the principle that, subject to any applicable obligations on such a                       Lender under Clauses 12.2(g) or 15.1(a), the Lenders are expected to be able to                       receive payments    under  the  Finance  Documents    either  without  a Tax  Deduction                       or with Clause 12.2(c) being applicable.             (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  Borrowers.   The   Agent   may   request  a  Lender   to  provide  a  Tax                   Confirmation in a specific format. A Lender shall promptly notify the Borrowers and                   the  Agent   if there  is any  change    in the  position  from  that  set  out  in the  Tax                   Confirmation.   BD-#34696673-v11                                      38





 






12.3      Tax indemnity                (a)   The Borrowers 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    or the                      KEXIM Guarantee.                (b)   Paragraph a) above shall not apply:                   (i)    with respect to any Tax assessed on a Finance Party:                          (A)   under the law of the jurisdiction in which that Finance Party is incorporated                                or, if different, the jurisdiction (or jurisdictions) in which that Finance Party                                is treated as resident for tax purposes; or                          (B)   under the law of the jurisdiction in which that Finance Party's Facility Office                                is located in respect of amounts received or receivable in that jurisdiction,                          if that Tax is imposed on or calculated by reference to the net income received or                          receivable (but not any sum deemed to be received or receivable) by that Finance                          Party; or                   (ii)   to the extent a loss, liability or cost:                          (A)   is compensated for by an increased payment under Clause 12.2 (Tax gross-                               up); or                          (B)   would   have  been  compensated     for by an  increased  payment   under   Clause                                12.2 (Tax gross-up) but was not so compensated solely because one of the                                exclusions in paragraph (d) of Clause 12.2 (Tax gross-up) applied; or                          (C)   relates to a FATCA Deduction required to be made by a Party.                (c)   A Protected Party making, or intending to make, a claim under paragraph a) above                      shall promptly notify the Agent of the event which will give, or has given, rise to the                      claim, following which the Agent shall notify the Borrowers.                (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  Borrowers shall   pay  and,  within three (3)  Business  Days   of demand,   indemnify                      each Finance Party and/or KEXIM as guarantor against any cost, loss or liability that                      Finance   Party  and/or   KEXIM   as  guarantor   incurs  in  relation to  all stamp   duty,       BD-#34696673-v11                                      39





 






                    registration and other similar Taxes payable in respect of any Finance Document or                      the KEXIM Guarantee.                (b)   The relevant Finance Party shall, if it intends to make a claim pursuant to paragraph                      (a)  above,  promptly   notify the Borrowers   of the  event  giving rise to  the claim  and                      shall as soon as practicable, provide a certificate confirming the amount of the claim.  12.6      VAT            All amounts set out, or expressed to be payable under a Finance Document by any Party to a            Finance   Document    shall be  deemed    to be  exclusive  of any  VAT.  If VAT   is chargeable,  the            Borrowers   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       BD-#34696673-v11                                      40





 






                    be  required  to  increase  any  payment    in respect  of which  it makes   such  a  FATCA                      Deduction   or  otherwise   compensate    the  recipient of  the payment    for that  FATCA                      Deduction.                (b)   Each   Party  shall  promptly,   upon   becoming    aware   that  it must  make    a  FATCA                      Deduction    (or that  there  is any  change   in the  rate  or the  basis  of such   FATCA                      Deduction), notify the Party to whom it is making the payment and, in addition, shall                      notify  the Borrowers    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  Borrowers   shall, within three  (3) Business                      Days of a demand by the Agent, pay for the account of a Finance Party or KEXIM as                      guarantor   the  amount    of any  Increased   Costs  incurred   by that  Finance   Party  or                      KEXIM as guarantor 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.      BD-#34696673-v11                                      41





 






                 "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  Facility or on a  Finance  Party's (or its                          Affiliate's) overall capital;                   (ii)   an additional or increased cost; or                   (iii)  a reduction of any amount due and payable under any Finance Document,                   which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that                   it is attributable to that Finance Party having entered into its 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 Borrowers.                (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 Borrowers.  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).    14      Other Indemnities  14.1      Currency indemnity                (a)   If  any  sum   due   from  an  Obligor   under   the  Finance  Documents     or  the  KEXIM                      Guarantee (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       BD-#34696673-v11                                      42





 






                    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 and/or KEXIM as guarantor 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 or the KEXIM Guarantee 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  and/or  KEXIM   as  guarantor            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  and/or   KEXIM   as guarantor   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  Borrowers   shall (or shall procure  that  an Obligor  will) within three  (3) Business  Days   of            demand, indemnify each Finance Party and/or KEXIM as guarantor against any costs, loss or            liability incurred by that Finance Party and/or KEXIM as guarantor 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 28 (Sharing among the Finance Parties);                (c)   the  funding,  or making   arrangements    to fund,  its participation in a Loan  requested                      by the Borrowers 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);                (d)   (under   or  pursuant   to the  KEXIM    Guarantee)    any  duly  evidenced   and   properly                      incurred   additional premiums,    cost  or expense    as provided   for under   the  KEXIM                      Guarantee which KEXIM as guarantor may charge, invoice or set-off against amounts                      owing   to the  KEXIM   Agent  or the  KEXIM   Guaranteed    Facility Lenders  or otherwise                      properly  incurred  by  the  KEXIM   Agent,  the  Lenders  and/or  KEXIM    as guarantor   in                      connection with compliance with the KEXIM Guarantee; or                (e)   a  Loan   (or  part  of a  Loan)   not  being  prepaid   in accordance    with  a  notice  of                      prepayment given by the Borrowers.  14.4      Indemnity to the Agent and the KEXIM Agent            The Borrowers shall promptly indemnify the Agent and the KEXIM Agent against any cost, loss            or liability incurred by the Agent or the KEXIM Agent (acting reasonably) as a result of:                (a)   investigating any event which it reasonably believes is a possible Event of Default;      BD-#34696673-v11                                      43





 






              (b)   acting or verifying any notice, request or instruction which it reasonably believes to                      be genuine, correct or appropriately authorised; or                (c)   instructing   lawyers,  accountants,    tax  advisers,  surveyors   or  other   professional                      advisers or experts as permitted under this Agreement.  14.5      Indemnity to the Security Agent                (a)   The Borrowers 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)   the exercise of any of the rights, powers, discretions and remedies vested in the                          Security Agent by the Finance Documents or by law; or                   (iii)  any default by an Obligor in the performance of any of the obligations expressed                          to be assumed by it in the Finance Documents.                (b)   The Security Agent may, in priority to any payment to the Finance Parties, indemnify                      itself out of the Trust Property in respect of, 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  Borrowers,  take  all reasonable  steps                   (for a period of  fifteen (15) Business   Days)  to mitigate  any  circumstances   which   arise                   and  which   would  result  in any  amount    becoming    payable  under   or pursuant   to,  or                   cancelled pursuant to, any of:                   (i)    Clause 7.3 (Mandatory prepayment –       Illegality);                   (ii)   Clause 12 (Tax gross-up and indemnities); and                   (iii)  Clause 13 (Increased Costs),                   including  (but not  limited to) transferring  its rights and  obligations  under  the  Finance                   Documents to another Affiliate.            (b)    Paragraph (a) does not in any way limit the obligations of any Obligor under the Finance                   Documents.  15.2      Limitation of liability            (a)    The  Borrowers   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.      BD-#34696673-v11                                      44





 






  16      Costs and Expenses  16.1      Transaction expenses            The  Borrowers   shall promptly   on  demand    pay  to the Agent   (for distribution to the  relevant            Finance  Party  or KEXIM   as  guarantor)  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    (including the                   KEXIM Guarantee); and            (b)    any other Finance Documents executed after the date of this Agreement.  16.2      Amendment and enforcement costs, etc            The  Borrowers    shall, within  three  (3) Business   Days   of demand,    reimburse   the  Agent   or            another   Finance  Party  or  KEXIM   as  guarantor   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    or the                   KEXIM Guarantee.      BD-#34696673-v11                                      45





 






                                 Section    7  - Guarantee and Security    17      Guarantee and Indemnity  17.1      Guarantee and indemnity            Each  Guarantor   hereby   irrevocably and  unconditionally   guarantees to the   Security  Agent  (as            trustee for the Finance Parties) and the other Finance Parties, as primary obligors as         and for            its own debt and not merely as surety to each Finance Party, on a joint and several basis with            the other Guarantor:                (a)   the due and punctual payment by the Borrowers of any and all sums which are now                      or at any time hereafter will be payable by the Borrowers 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 Borrowers under the Finance Documents);                (b)   the   due  and   punctual   performance    by  the  Borrowers    of all of  the  Borrowers'                      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 Borrowers is or becomes unenforceable, invalid                      or illegal            (such amounts together referred to as the "Outstanding Indebtedness").  17.2      Payment upon first demand            If any 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 Borrowers   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      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   irrevocably  and            unconditionally  received   by the  Agent  (on  behalf  of the Finance   Parties) of the  Outstanding            Indebtedness.  17.5      Waiver of defences            The  obligations   of each   Guarantor   under   this Clause  17   will not  be  affected  by  an  act,            omission, matter or thing (whether or not known to it or any Finance Party) which, but for         this            Clause, would reduce, release or prejudice any of its obligations under this Clause 17 including            (without limitation):      BD-#34696673-v11                                      46





 






              (a)   any  time,  waiver  or consent   granted  to, or  composition   with, any  Obligor  or other                      person;                (b)   the  release   of any  other   Obligor  or  any  other  person   under   the  terms  of  any                      composition or arrangement with any creditor of any other Obligor;                (c)   the  taking,  variation, compromise,    exchange,    renewal  or  release  of, or refusal  or                      neglect to perfect, take up or enforce, any rights against, or security over assets of,                      any   Obligor  or  other  person  or  any  non-presentation    or  non-observance    of  any                      formality or other requirement in respect of any instrument or any failure to realise                      the full value of any security;                (d)   any  incapacity  or  lack of power,   authority  or legal personality  of  or dissolution  or                      change in the members or status of an Obligor or any other person;                (e)   any    amendment,       novation,    supplement,     extension,    restatement     (however                      fundamental    and   whether   or  not more   onerous)   or  replacement    of any   Finance                      Document or any other document or security including without limitation any change                      in the purpose of, any extension of or any increase in any facility or the addition of                      any new facility under any Finance Document or other document or security;                (f)   any unenforceability, illegality or invalidity of any obligation of any person under any                      Finance Document or any other document or security; or                (g)   any insolvency or similar proceedings.  17.6      Guarantor Intent            Without   prejudice  to  the generality   of Clause  17.5   (Waiver  of  defences),  each   Guarantor            expressly  confirms   that it intends that  this guarantee   shall extend  from  time  to time  to any            (however   fundamental) variation,    increase,  extension or addition   of or to any  of the Finance            Documents     and/or   any   facility or  amount    made    available  under   any   of  the   Finance            Documents.  17.7      Reinstatement            If any payment by any 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 any   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                (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.  17.8      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 any Borrower or any other guarantor, or exercise any other right or                      remedy    to which  any  Borrower   or any  other guarantor   are  entitled to in respect  of                      such  moneys    unless  and  until all moneys   due  and  payable  by  the  Borrowers   have                      been irrevocably paid in full;                (b)   if a   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       BD-#34696673-v11                                      47





 






                     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 any Borrower any security whatsoever for the                       obligations guaranteed hereunder.   17.9      Immediate recourse             Each  Guarantor    waives  any  right  it may  have  of  first requiring any  Finance   Party (or  any             trustee  or agent  on  its behalf) to proceed   against  or enforce  any  other  rights or security  or             claim  payment   from   any person   before  claiming  from  such  Guarantor   under  this Clause  17.              This  waiver  applies  irrespective of  any  law or  any  provision  of a Finance   Document    to the             contrary.  17.10      Appropriations             Until all amounts   which  may   be  or become    payable  by  the Obligors  under   or in connection             with  the  Finance  Documents     have  been   irrevocably  and  unconditionally   paid  in full, each             Finance Party (or any trustee or agent on its behalf) may:                 (a)   refrain  from  applying   or enforcing   any  other  moneys,    security or  rights  held  or                       received  by  that Finance   Party (or any  trustee  or agent  on  its behalf) in respect  of                       those amounts, or apply and enforce the same in such manner and order as it sees                       fit (whether against those amounts or otherwise) and no Guarantor shall be entitled                       to the benefit of the same; and                 (b)   hold  in  an  interest-bearing   suspense   account   any  moneys    received   from  either                       Guarantor or on account of such Guarantor's liability under this Clause 17.  17.11      Deferral of Guarantor's rights                 (a)   Until  all amounts   which  may   be  or  become   payable   by  the  Obligors  under  or  in                       connection   with  the Finance   Documents    have  been  irrevocably  and  unconditionally                       paid  in full and unless  the  Agent  otherwise   directs, no Guarantor   will exercise  any                       rights which it may have by reason of performance by it of its obligations under the                       Finance   Documents    or by  reason  of any  amount    being  payable,  or liability arising,                       under this Clause 17:                    (i)    to be indemnified by another Obligor;                    (ii)   to claim  any  contribution  from  any  other  guarantor  of  any  Obligor's obligations                           under the Finance Documents;                    (iii)  to take  the benefit  (in whole  or  in part and  whether   by  way  of  subrogation   or                           otherwise) of any rights of the Finance Parties under the Finance Documents or of                           any  other  guarantee   or security  taken  pursuant   to, or  in connection   with, the                           Finance Documents by any Finance Party;                    (iv)   to bring legal or other proceedings for an order requiring any Obligor to make any                           payment, or perform any obligation, in respect of which such Guarantor has given                           a guarantee, undertaking or indemnity under this Clause 17;                    (v)    to exercise any right of set-off against any other Obligor; and/or       BD-#34696673-v11                                      48





 






                  (vi)   to claim  or  prove  as  a creditor  of any   other  Obligor  in competition   with  any                           Finance Party.                 (b)   If either Guarantor   receives  any  benefit, payment   or  distribution in relation to such                       rights  it will  promptly   pay   an  equal   amount    to  the  Agent   for application   in                       accordance with Clause 29 (Payment mechanics).  This only applies until all amounts                       which   may  be  or become    payable  by  the Obligors  under   or in connection   with the                       Finance Documents have been irrevocably paid in full.  17.12      No right of recourse and no security             The Guarantors shall have no right of recourse against any 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  any  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             any Borrower or any other guarantor for as long as any part of the Outstanding Indebtedness             remains outstanding.  17.13      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.  17.14      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   discretion may   consider  appropriate  against  any  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.  17.15      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 Borrowers' obligations under the Finance Documents.  17.16      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.  17.17      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.       BD-#34696673-v11                                      49





 






17.18      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  Borrowers'   obligations  and  liabilities under the  Finance   Documents,    including  (without             limitation)  the Borrowers'   obligation  to repay   the  Loans  together   with all unpaid   interest,             default interest, commissions, charges, expenses and any other derived liability whatsoever of             any  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:                 (a)   the Security Agreements;                 (b)   the General Assignments;                 (c)   the Assignment of Hedging Claims;                 (d)   the Guarantees;                 (e)   the Mortgages;                 (f)   the Share Pledges; and                 (g)   the Manager’s Undertakings.   18.2      Security for Hedging Agreements                 (a)   For the avoidance of doubt, the Security Interest created by the Security Documents                       shall also secure the Borrowers' 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).                 (b)   Each   Borrower   shall ensure  that  the Mortgages    be  amended    to cover  any  and  all                       Hedging   Agreements    entered  into  subsequent   to the  date of any  of the  Mortgages,                       on terms acceptable to the Security Agent and without undue delay from entry into                       of  any  such  Hedging   Agreement,    in order  to  secure  –  subject  to a  subordinated                       distribution of proceeds in accordance with Clause 29.5      (Partial payments) -   that any                       liability of the Borrowers under    any  and all Hedging   Agreements are secured      under                       the Mortgages.   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,        BD-#34696673-v11                                      50





 






          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 Pledges -     waiver of recourse            If the  Security  Agent  enforces   any  or all of the  Share   Pledges,  each  Guarantor   and   each            Borrower   hereby  irrevocably  (i) waives  any  and  all of its claims against  the relevant  (other)            Borrower   and   releases  the  relevant  (other)  Borrower   from   any  and  all liabilities to each            Guarantor and each Borrower, including but not limited to any liabilities of the relevant (other)            Borrower under any  intra-group or shareholder loans and any liability to each Guarantor and            the  relevant  (other) 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),            release any and all of the Borrower Liabilities, in order to allow for a sale of the shares in each            of the  Borrowers   to  be completed    without  any  claims  of any  Guarantor    and/or  any  of the            (other) Borrowers continuing to exist against any of the Borrowers following such sale to the            extent permitted by applicable mandatory laws.      BD-#34696673-v11                                      51





 






           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 Borrowers; 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 Vessels, for each Mortgage to constitute a valid and                      enforceable   first priority mortgage   over  the  respective  Vessel  and,  subject  to the                      Legal  Reservations,   for each  of the  other  Security  Documents    to have  the  priority                      which it is expressed to have in the Security Documents.  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 2005/60/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)   or  constitute   a  default  or  termination    event   (however    described)   under   any                      agreement or document to which it is a party or by which it or any of its assets are                      bound.  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       BD-#34696673-v11                                      52





 






           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  Mortgages   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.  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.       BD-#34696673-v11                                      53





 






               (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 and             no  judgments    or orders  have   been  issued  which  might   reasonably   be  expected   to have  a             Material Adverse Effect.  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 England,  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 Vessels.  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.       BD-#34696673-v11                                      54





 






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 any Vessel have been complied with in all material respects.  19.20      The Vessels             Each Vessel is or will from its respective Delivery Date be:                 (a)   in  the  absolute   ownership    of  the  respective   Borrower,    free  and  clear  of  all                       encumbrances     (other  than  as permitted   in accordance   with  Clause  22.5  (Negative                       Pledge –   Collateral)) and the relevant Borrower is and will remain the sole, legal and                       beneficial owner of the Vessel;                 (b)   registered   in the name    of the  relevant  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 Sanctions and has instituted and maintained policies and procedures designed to promote             and achieve compliance with such laws and Sanctions.  19.22      No money laundering                 (a)   It is acting  for  its own  account   in relation  to the  Facility 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   2015/849/EC     of the   European   Parliament    and  of  the  Council   of the                       European    Communities    (as  amended,   supplemented     and/or  replaced  from   time  to                       time).                 (b)   The Borrowers will use the proceeds of the Facility 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 the best of their knowledge (having             made due and careful enquiry), none of their respective directors, officers or employees:                 (a)   is in breach of any Sanctions;                 (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.       BD-#34696673-v11                                      55





 






19.25      No Rebates             No agreement or understanding has been entered into or agreed pursuant to an Intermediate             MOA to allow or pay any rebate, premium, inducement, commission, discount or other benefit             or payment    (however   described)  to any  Borrower   or any  other  Group  Member    in connection             with the purchase by a     Borrower of a Vessel, other than as disclosed to the Agent in writing             on or before the date of this Agreement.  19.26      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  four (4)  calendar                       months    after the end   of each  of its fiscal years, its consolidated   audited  financial                       statements    for  that  fiscal year  together   with  the  unaudited    accounts   of  each                       Borrower;                 (b)   as  soon  as  the same   become    available, but  in any  event  within  two  (2)  calendar                       months   after  the end  of each  financial quarter,  its unaudited  consolidated   financial                       statements for that financial quarter; and                 (c)   as  soon  as same   become   available,  but in any  event  no  later than 28  February   for                       each year, its budget and cash flow projections.   20.2      Compliance Certificates             The Ultimate Parent shall supply to the Agent, with each set of financial statements delivered             pursuant   to  paragraphs   (a)  and  (b)  of Clause   20.1  (Financial  statements),   a Compliance             Certificate in the  form  set out in Schedule   5  (Form  of Compliance    Certificate) signed  by the             Principal  Financial   Officer  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      Vessels' Market Value             Valuations  to  determine  the  Market  Value  of the  Vessels  shall be obtained   by the  Borrowers             for the Borrowers' 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  Borrowers'  cost  at such  further frequency   as may   be requested   by  the Agent   (acting on             behalf of the Majority Lenders).       BD-#34696673-v11                                      56





 






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 any Group Member and the                      Vessels  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; and                (e)   promptly, upon becoming aware of them, the details of any loss, seizure, capture or                      piracy against any 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.      BD-#34696673-v11                                      57





 






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 a 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 a 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 Applicable KYC Procedures;                   (iii)  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;                   (iv)   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                   (v)    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.                (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.      BD-#34696673-v11                                      58





 






20.10      KEXIM as guarantor notification and information                 (a)   The   Borrowers   shall promptly   notify the Agent   and  the  KEXIM   Agent  forthwith  by                       email   of the   occurrence   of  any  event   involving  a  risk covered   by   the  KEXIM                       Guarantee and shall:                    (i)    pay  upon   demand    any  additional  premium    payable  to  KEXIM   as  guarantor   in                           respect of the KEXIM Guarantee as a result of such event involving a political or                           commercial risk; and                    (ii)   cooperate with the Agent or the KEXIM Agent on its reasonable request to take all                           steps  necessary  on  the  part  of the  Borrowers   to ensure   the KEXIM   Guarantee                           remains in full force and effect throughout the Facility Period.                 (b)   The Borrowers shall promptly provide the Agent and the KEXIM Agent with copies of                       all financial or other information required by the KEXIM Agent to satisfy any request                       for information by KEXIM as guarantor pursuant to the       KEXIM Guarantee.  20.11      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:                    (i)    the Agent  expressly   agrees  (after consultation  with  each  of the Finance  Parties)                           that it will accept communication of the information by this method;                    (ii)   both  the Ultimate   Parent  and  the  Agent  are  aware   of the  address  of  and  any                           relevant password specifications for the Designated Website; and                    (iii)  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:                    (i)    the Designated Website cannot be accessed due to technical failure;                    (ii)   the password specifications for the Designated Website change;                    (iii)  any  new  information   which  is required  to be  provided   under  this Agreement    is                           posted onto the Designated Website;                    (iv)   any  existing  information   which  has  been   provided   under  this  Agreement    and                           posted onto the Designated Website is amended; or       BD-#34696673-v11                                      59





 






                 (v)    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 (including, but  not limited  to,                      money    market   funds)   with  a maturity   of twelve   (12)  months    or less  after the                      relevant date of calculation, issued by an Arranger or a financial institution which has                      a rating for its long term unsecured and non-credit enhanced debt obligations with A                      or higher  by Standard & Poor's Rating Services or Fitch Ratings Ltd or A2 or higher                      by Moody's Investor Services Limited or a comparable rating from an internationally                      recognised credit rating agency; or                (c)   any other instrument, security or investment approved in writing by the Agent, and                      in each   case, to which   any  of the Obligors  is beneficially entitled at  that time  and                      which can be promptly realised and applied against the Loans.            "Equity Ratio" means the ratio of Total Equity to Total Assets.            "Liquidity" means, at any given time, the aggregate of (i) Cash and Cash Equivalents and (i)            any   undrawn   amount    freely  and  unconditionally   available  for drawings    under  any   credit            facilities with remaining tenor of at least six (6) months.            "Total Assets" means the aggregate book value of total assets in accordance with US GAAP.            "Total Equity" means the aggregate book value of the equity treated as equity in accordance            with US GAAP.            "Working     Capital"   means    current   assets   less  current  liabilities (which   shall  exclude            instalments of long term debt due in the twelve (12) months, capital lease payments and, in            respect  of  any  Borrower    only, any   intra group   debt  incurred   in accordance    with  Clause             22.11(b)(ii) (Financial Indebtedness restrictions).  21.2      Financial testing                (a)   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  accounting                      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).       BD-#34696673-v11                                      60





 






              (b)   The   financial covenants    shall be  tested   quarterly,  by  reference  to  each   of the                      financial  statements   delivered  pursuant   to paragraphs   (a)  and  (b) of  Clause  20.1                      (Financial  Statements)    and/or   each  Compliance    Certificate delivered   pursuant   to                      Clause 20.2 (Compliance Certificate).  21.3      Financial covenants            The Ultimate Parent shall ensure that it maintains (on a consolidated basis) at all times:                (a)   an  Equity Ratio of minimum 0.25 to 1.00;                (b)   a positive Working Capital; and                (c)   Liquidity of minimum the higher of:                   (i)    USD 25,000,000; or                   (ii)   an  amount   equal  to  five per  cent. (5%)   of  the Group's   total interest  bearing                          Financial  Indebtedness    on  a  consolidated   basis  net   of any   Cash   and   Cash                          Equivalents.  21.4      Change of accounting principles            If the Agent believes that the definitions and/or the financial covenants set out in this Clause            21  (Financial  covenants)    need  to  be  amended    as  a  result of  any  change    of accounting            principles, determination   or  requirement,   the Ultimate   Parent  and  the Agent   shall negotiate            (Agent   acting  on  the  instructions  of  the  Lenders)   in  good  faith  to amend    the  existing            definitions and/or financial covenants so as to provide the Lenders with substantially the same            protections  as the definitions  and/or  financial covenants   set out in this Clause  21 (but   which            are not materially more onerous for the Borrowers 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      Blocking Law            Any provision of Clauses 19.24 (Sanctions) or 22.22 (Sanctions) shall, if specified in writing by            a  Finance  Party  to the  Agent,  not apply  to  or in favour  of any  Finance   Party if and  to the            extent that it would result in a breach, by or in respect of that Finance Party, of any applicable            Blocking  Law.   An  affected  Finance  Party  shall be  obliged  to notify the  Agent  whether   such            provisions shall not be deemed to apply promptly after a potential breach by or in respect of            such Finance Party comes to the attention of such Finance Party.            For the purposes of this Clause 22.1,    Blocking Law    means:                 (a)   any  provision  of Council  Regulation   (EC)  No  2271/1996    of 22  November    1996   (or                      any   law or  regulation  implementing    such  Regulation   in any  member    state  of the                      European Union or the United Kingdom); or                 (b)   any similar blocking or anti-boycott law applicable to that Finance Party.  22.2      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,      BD-#34696673-v11                                      61





 






          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.  22.3      Compliance with laws            Each Obligor shall comply in all material respects with all laws (including Sanctions) to which it            may be subject.  22.4      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.  22.5      Title – Collateral            The  respective  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 Finance  Documents    and  as  set out in Clause  22.6 (Negative            pledge -  Collateral).  22.6      Negative Pledge –      Collateral            None   of the  Obligors,  nor  any  other  Group  Member,    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 Borrowers, other than:                (a)   the Security Interest   created under the Security Documents;                (b)   any  Security  Interest  arising under  the  general  terms  and  conditions  of banks  with                      whom any Group Member maintains a banking relationship in the ordinary course of                      business (including, without limitation, arising under article 24 and 25 of the general                      terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers'                      association (Nederlandse Vereniging van Banken));                (c)   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                (d)   any Security Interests disclosed in writing to the Agent, and consented to in writing                      by the Agent (acting upon instructions from the Majority Lenders).  22.7      Ownership of the Borrowers 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 Borrowers.                (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)   None of the Obligors shall create or permit to subsist any Security Interest over any                      existing or future shares issued by any of the Borrowers or the Intermediate Parent,                      other than the Security Interest created under the Security Documents.  22.8      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       BD-#34696673-v11                                      62





 






           date  of  this  Agreement,    in good   working   order   and  condition,  ordinary   wear   and  tear             excepted.   22.9      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 and KEXIM as guarantor).  22.10      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 and KEXIM as guarantor).  22.11      Financial Indebtedness restrictions                 (a)   The    Borrowers    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   or  any  other  Borrower,  provided                           that any Guarantor's or the other Borrower's claims under such loans are subject                           to a  Security  Agreement    and   fully subordinated   to the  claims  of  the  Finance                           Parties under the Finance Documents; or                    (iii)  consented to in writing by the Lenders.  22.12      Financial support             The  Borrowers   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                       Vessels; and                 (b)   intra-group   loans  to another   Borrower   or  a Guarantor,   provided   always   that the                       obligations   of any  other   Borrower   or  a Guarantor    be  fully subordinated   to  any                       obligations under the Finance Documents, and the relevant Borrower's claims under                       such loans are subject to a Security Agreement.  22.13      Distributions from the Borrowers             Following the occurrence of an Event of Default which is continuing, no Borrower may:                 (a)   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);                 (b)   pay any interest or repay any principal amount (or capitalised interest) on any debt                       to any of its shareholders; or                 (c)   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).       BD-#34696673-v11                                      63





 






22.14      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;                    (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).  22.15      Investments             No Borrower shall make any investments or acquisitions, neither of vessels or companies (or             shares in companies), other than:                 (a)   the acquisition of the Vessels;                 (b)   ordinary and scheduled maintenance of the Vessels; and                 (c)   any other maintenance of the Vessels 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    and/or  the  New   York             Stock Exchange and/or another recognised stock exchange acceptable to the Agent (on behalf             of the Lenders).       BD-#34696673-v11                                      64





 






22.19      Hedging                 (a)   The Hedge Providers shall have a first right of refusal in relation to interest hedging                       relating to any Vessel or the Facility on competitive terms. The Borrowers shall use                       reasonable   endeavours    to ensure  that  the ISDA   Master  Agreements    and  schedules                       entered   into with  the  Hedge   Providers  shall be  in substantially  similar terms   and                       shall provide copies to the Agent once they have been signed.                  (b)   No Obligor shall carry out derivative transactions for speculative purposes.  22.20      Earnings Accounts             The  Borrowers    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  relevant  Security  Agreement.   The  Borrowers   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 and its Subsidiaries 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 and its Subsidiaries 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 or permit services provided by any Finance                       Party  to  such  Obligor  under  the  Finance   Documents    to be  used  (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  Facility Agent   determines    it is necessary   such   Finance        BD-#34696673-v11                                      65





 






           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.  22.24      KEXIM as guarantor requirements             No Obligor shall act (or omit to act) in a manner that is inconsistent with any requirement of             KEXIM as guarantor under or in connection with the KEXIM Guarantee and, in particular:                 (a)   each Obligor shall do all that is necessary to ensure that all requirements of KEXIM                       as  guarantor  under   or in connection   with the  KEXIM   Guarantee   are  complied  with;                       and                  (b)   each Obligor will refrain from acting in any manner which could result in a breach of                       any   requirements   of KEXIM    as guarantor   under   or in connection   with  the  KEXIM                       Guarantee or affect its validity.  22.25      KEXIM Guarantee protection             If at any   time  in the  reasonable   opinion  of the  KEXIM   Agent,  any   provision  of a  Finance             Document    contradicts   or conflicts with  any  provision  of  the KEXIM    Guarantee,   the  KEXIM             Agent shall notify the Borrowers and the Agent accordingly and the Borrowers will:                   (a)   take  all steps  as  the  Agent,  the  KEXIM    Agent  and/or   KEXIM   as  guarantor   shall                       reasonably require to remove such contradiction or conflict; and                 (b)   take  all steps  as  the  Agent,  the  KEXIM    Agent  and/or   KEXIM   as  guarantor   shall                       reasonably   require  to  ensure  that the  KEXIM   Guarantee    remains   in full force and                       effect.     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)   Each   Borrower   shall maintain  or  ensure  that the  Vessels  are  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 each  Vessel                       cover  the  higher  of (i) the  Market  Value  of  the Vessel,  and  (ii) one  hundred   and                       twenty per cent (120.00%) of the relevant Loan.                 (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).       BD-#34696673-v11                                      66





 






              (e)   Not later than fourteen (14) days prior to the expiry date of the relevant Insurances                      the  Borrowers    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 a 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   shall, for the account  of the  Borrowers,   take out  a Mortgagee's   Interest                      Insurance    ("MII")   and/or   a  Mortgagee's    Interest  –  Additional   Perils  Pollution                      Insurance   ("MAPI")   with  an insurance   broker and   on terms agreed by    the Security                      Agent and the Agent, covering up to one hundred and twenty per cent (120.00%) of                      the  Loans,  but  the  Agent   shall (if requested   by the  Borrowers)   consult  with  the                      Borrowers    for  such  period   as  the  Agent   shall agree   prior  to taking   out  such                      insurances.                 (g)   If any of the Insurances referred to in paragraph (a) form part of a fleet cover, the                      Borrowers    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 any 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 Vessels if and when so requested by the Agent.                (h)   The Borrower shall procure that any person named as assured or co-assured in any                      insurance   policy assigns   such  insurances  to  the  Security  Agent  or  provides  other                      satisfactory undertakings as the Security Agent may require. Further, the Borrowers                      shall  procure  that  the  Security  Agent  shall have   the  right to  appoint  an  insured                      party.                (i)   The Borrowers shall procure that the Vessels 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 Borrowers   prior to  any utilisation of the  Facility, and, if the                      Agent (acting on the instructions of the Majority Lenders) so requires, on an annual                      basis thereafter.                (l)   The   Borrowers    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 a 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 and the Security            Agent’s  approval   to settle such  a  claim  shall be  required. Subject   thereto  all other claims,            unless  and  until the  insurers  have  received  notice  from  the  Security  Agent  of  an  event  of       BD-#34696673-v11                                      67





 






          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 relevant            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 Vessels 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 Vessels  or  to vessels  trading  to any                      jurisdiction to which the Vessels may trade from time to time.  23.4      Restrictions on chartering, appointment of managers etc.                (a)   The Borrowers shall not without the prior written consent of the Agent (on behalf of                      the Majority Lenders):                   (i)    let any  Vessel on  bareboat   charter  for any  period  other  than to  another  Group                          Member    (subject  to satisfactory  Security   Interest in  favour  of  the Agent   (on                          behalf of the Finance Parties) with respect to such Group Member’s earnings and                          charterparty in respect of that 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 any Vessel.                (b)   The  Borrowers shall inform    the Agent   of any  change  of management of      a Vessel  to                      another   Approved   Manager,   or change   of classification society to another   Approved                      Classification Society.  23.5      Notification of certain events            The Borrowers shall immediately notify the Agent of:                (a)   any accident to a 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 any  Vessel,  the  Earnings  or the                      Insurances;                (d)   any  occurrence   as  a result of which   a 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 a Borrower, a Manager or otherwise in connection with a Vessel.      BD-#34696673-v11                                      68





 






23.6      Operation of the Vessels                (a)   The   Borrowers   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 Vessels, their ownership, operation                      and   management     or  to the  business  of  the Borrowers    and  shall not  employ   any                      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  relevant  Vessel  unless   the Borrower    has  (at its expense)                          effected  any   special, additional  or  modified   insurance   cover   which   shall be                          necessary   or  customary   for  first class shipowners    trading  vessels  within  the                          territorial waters of such country at such time and has provided evidence of such                          cover to the Agent.                (b)   Without limitation   to the generality  of this Clause  23.6, the Borrowers 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.                (c)   Each Vessel shall only be used as a civil merchant trading vessel.   23.7      Inspections and class records                (a)   The  Borrowers    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  Vessels,  limited to one  time  per  twelve  (12) months   per  Vessel,  at the cost  of                      the  Borrowers.    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 Vessels.                (b)   The Borrowers 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 Vessels.  23.8      Surveys            The Borrowers shall submit to or cause the Vessels 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  Vessels  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  Borrowers    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 any Vessel, the Earnings or the Insurances;                (b)   all tolls, taxes, dues,  fines, penalties and  other  amounts   charged   in respect  of any                      Vessel, the Earnings or the Insurances; and      BD-#34696673-v11                                      69





 






               (c)   all other   outgoings   whatsoever   in  respect  of  any  Vessel,  the  Earnings   and  the                       Insurances.  23.10      Total Loss             In the  event  that  a Vessel  shall suffer a  Total Loss,  the Borrowers   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)   Each Borrower shall procure that within eight (8) weeks of the Delivery Date of each                       respective Vessel, it has obtained a Green Passport in respect of such Vessel, which                       shall be maintained and available throughout the lifespan of that Vessel.                 (b)   Each Obligor shall ensure that any Vessel or other vessels controlled by it or another                       Group Member being scrapped, or sold to an intermediary with the intention of being                       scrapped,   is recycled  at a recycling  yard which   conducts  its recycling business  in a                       socially and  environmentally    responsible  manner,   in accordance   with the provisions                       of The Hong Kong International Convention for the Safe and Environmentally Sound                       Recycling of Ships, 2009 or EU Ship Recycling Regulation of 20 November, 2013.  23.12      Flag, name and registry                 (a)   The Vessels shall at all times be registered with an Approved Ship Registry.                 (b)   The Borrowers shall not, without the prior written consent of the Agent (on behalf of                       the Lenders and KEXIM as guarantor), such consent not to be unreasonably withheld                       or delayed, change the flag, name or registry of a Vessel. Subject to substitution of                       the  relevant  Mortgage,   and  closing arrangements    satisfactory to  the Agent,  neither                       the Lenders nor KEXIM as guarantor may refuse a Borrower's request to change the                       registry  of a  Vessel  from  one   Approved   Ship  Registry  to  another   Approved   Ship                       Registry, unless a Default has occurred.  23.13      Dealings with Vessel             Each  Borrower   shall, upon the request of    the Agent and   at the cost of  such  Borrower,   on  or             before  31   July in  each  calendar   year,  supply  or  procure  the  supply   to the  Agent   of all             information   necessary   in  order  for any   Lender   to comply   with  its obligations   under  the             Poseidon   Principles in respect of  the preceding   year, being all ship  fuel oil consumption   data             required to be collected and reported in accordance with Regulation 22A of Annex VI and any             Statement of Compliance, in each case relating to each Vessel for the preceding calendar year             provided always that no Lender shall publicly disclose such information with the identity of any             Vessel  without  the  prior written consent  of  such Borrower.   For  the avoidance   of doubt,  such            information   shall be  "Confidential  Information"   for the purposes   of  Clause  36  (Confidential             Information).   Without   prejudice   to  the  foregoing,  each   Borrower   acknowledges     that,  in             accordance    with  the   Poseidon   Principles,  such  information    will on  an   anonymous     and             unidentifiable  basis  form  part of  the information   published  regarding   the  relevant  Lender's             portfolio climate alignment.     24      Events of Default             Each of the events or circumstances set out in this Clause 24 is an Event of Default (save for             Clause 24.17 (Acceleration)).   24.1      Non-payment             Any   Obligor  does  not  pay   on  the  due  date  any   amount   payable   pursuant   to  a  Finance             Document at the place and in the currency in which it is expressed to be payable unless:       BD-#34696673-v11                                      70





 






              (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  23.3(a) (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 Borrowers 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.                (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                      paragraphs    (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).      BD-#34696673-v11                                      71





 






 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  a Vessel  and   is not discharged   within             twenty   (20)  days  (or such   longer  period  as approved    in writing by  the  Lenders)   after an             Obligor becomes aware of the same.  24.10      Cessation of business             Any of the Obligors suspends or ceases to carry on (or threatens to suspend or cease to carry             on)  all or a substantial  part  of its business,  or otherwise  substantially  changes   the  general             nature of its business.  24.11      Unlawfulness             It is or becomes impossible or unlawful for an Obligor to perform any of its obligations under             the Finance Documents.  24.12      Repudiation             Any Obligor repudiates a Finance Document or evidences an intention to repudiate a Finance             Document.  24.13      Security Documents             Any of the Security Documents for any reason whatsoever          becomes invalid, ineffective, illegal             or for any other reason ceases to continue in full force and effect.  24.14      Material adverse change             Any   event  or  series  of events   occur  which,  in  the  opinion  of  the Agent   (acting  on  the             instructions of the Lenders), might have a Material Adverse Effect.       BD-#34696673-v11                                      72





 






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:                 (a)   by  written  notice to the  Borrowers,  cancel  the  Total Commitments     whereupon    they                       shall immediately be cancelled;                 (b)   by written notice to the Borrowers, 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)   having   given  written  notice to the  Borrowers,   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 Borrowers,   exercise  any  other                       right or  pursue  any  other  remedy   conferred  upon  the  Agent,  the Security  Agent   or                       the  Finance  Parties  by any   of the Finance   Documents    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.       BD-#34696673-v11                                      73





 






                                     Section    9 - Changes to Parties    25      Changes to the Parties  25.1      No assignment by the Obligors                (a)   Subject   to  this Clause   25.1,  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.                (b)   The   Borrowers    may,   not  later  than  thirty  (30)  days   prior to  any   anticipated                      Drawdown     Date,  upon  notice to the  Agent,  request  that the  Lenders  and  KEXIM   as                      guarantor accept an Alternative Vessel in place of a Vessel. The Lenders and KEXIM                      as guarantor shall accept such Alternative Vessel provided that the Market Value of                      such Alternative Vessel (as evidenced by valuations dated not earlier than three (3)                      months    prior to the  date  of the  request  to  accept  an  Alternative  Vessel)  and  its                      technical  specifications  are  substantially similar  (in the  reasonable   opinion  of the                      Agent) to the relevant Vessel.                (c)   If the  Lenders  and  KEXIM    as guarantor   accept  the replacement    of the  Vessel, the                      relevant   Alternative  Vessel  shall  become    the  "Vessel"  for  the  purposes   of  this                      Agreement.                (d)   If  the  Borrowers   exercise  their  rights  under  this  Clause  25.1   in respect   of an                      Alternative Vessel,   the amount   of the Loan to   be  made   available in respect of  such                      Alternative  Vessel  shall be  the  amount   of the  Loan  which   would  have  been   made                      available  in respect   of the  Vessel  which  is  being  replaced  but  reduced   with  any                      scheduled repayment instalments in respect of the Commercial Facility Loan, KEXIM                      Facility Loan   and  KEXIM    Guaranteed    Facility Loan  relating to  such  Vessel   under                      Clause 6.1 (Repayment) which fall due prior to delivery of the Alternative Vessel.                 (e)   The   Borrowers   may   only exercise   their rights under   this Clause  25.1  in  order  to                      replace up to two (2) Vessels with Alternative Vessels provided that the Market Value                      of such  Alternative  Vessel  (as evidenced   by  valuations  dated  not earlier than  three                      (3) months prior to the date of the request to accept an Alternative Vessel) and its                      technical  specifications  are  substantially similar  (in the  reasonable   opinion  of the                      Agent)   to  the   relevant  Vessel   and   the  Agent   is satisfied  that  the   Collateral                      Maintenance Test, following such replacement, shall continue to be satisfied.                (f)   If  it shall be  necessary   for  one  or  more   Borrowers    to be  replaced   with  other                      Subsidiaries    of  the  Intermediate     Parent   as  "Borrowers"    under    the   Finance                      Documents,     the Borrowers,   such  Subsidiaries   of the  Intermediate   Parent  and  the                      other  Obligors  shall enter  into such  documentation    as  the Lenders,   the Agent   and                      KEXIM as guarantor shall require in order to effect such replacement of the relevant                      Borrowers.  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 KEXIM is required for an assignment or transfer by an Existing Lender which is            a KEXIM Guaranteed Facility 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  KEXIM   as guarantor,   or an  Affiliate of the Existing Lender   or            another Lender or KEXIM as guarantor. The Obligors will be deemed to have given its consent            if no express refusal is received within five (5) Business Days.      BD-#34696673-v11                                      74





 






          Unless the Agent otherwise agrees and excluding an assignment or transfer to an Affiliate of a            Lender or KEXIM as guarantor in accordance with         Clause 25.8, 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 5,000.  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:                   (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 or 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.      BD-#34696673-v11                                      75





 






25.5      Effects of the Transfer            On the Transfer Date:                (a)   the  Existing  Lender  will assign  absolutely  to the  New  Lender   the  rights under  the                      Finance   Documents    expressed   to be  the subject  of the  assignment   in the  Transfer                      Certificate;                (b)   the  Existing Lender   will be released  by  each  Obligor  and  the other  Finance  Parties                      from the obligations owed by it (the "Relevant Obligations") and expressed to be                      the subject of the release in the Transfer Certificate (but the obligations owed by the                      Obligors under the Finance Documents shall not be released); and                (c)   the New Lender shall become a Party to the Finance Documents as a "Lender" and as                      a   "Commercial    Facility  Lender",   a  "KEXIM    Facility Lender"   and/or    a  "KEXIM                      Guaranteed    Facility  Lender"  (as  applicable)  for  the  purposes   of  all the  Finance                      Documents and will be bound by obligations equivalent to the Relevant Obligations.  25.6      Further assurances            The  Borrowers undertake to procure      that in relation  to any  Transfer, the  Borrowers 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      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.  25.8      Transfer to KEXIM as guarantor            If a KEXIM Guaranteed Facility Lender receives a payment from KEXIM as guarantor under the            KEXIM Guarantee in respect of its participation in a KEXIM Guaranteed Facility Loan, then, to            the  extent  that it is required to  do so  by KEXIM   as  guarantor   pursuant  to the  terms  of the            KEXIM Guarantee, that KEXIM Guaranteed Facility Lender shall, at the cost of the Borrowers,            transfer  to KEXIM   as guarantor   a part  of its participation in such  KEXIM   Guaranteed   Facility            Loan equal to the amount paid to it by KEXIM as guarantor (but the transfer shall not limit the            rights  of  that  KEXIM   Guaranteed     Facility Lender   to  recover  any   remaining   part  of  its            participation  in the  KEXIM   Guaranteed    Facility Loan  or of  any  other  moneys    owing  to  it),       BD-#34696673-v11                                      76





 






       provided  however that if   KEXIM   as guarantor makes any      payment to the KEXIM      Guaranteed         Facility Lenders under the KEXIM Guarantee:             (a)   the  obligations  of the Obligors  and  the Finance   Parties (or any  of them)   under  this                   Agreement and each of the Finance Documents shall not be discharged nor affected                   in any way;             (b)   KEXIM    as  guarantor   shall be  subrogated    to the  respective   rights of  the  KEXIM                   Guaranteed Facility Lenders against the Obligors and the Finance Parties;              (c)   without double counting, KEXIM as guarantor shall be entitled to the extent of such                   payment to exercise the respective rights of the KEXIM Guaranteed Facility Lenders                   (whether    present  or  future)  against  the  Obligors   and  the  Finance   Parties  (and                   against any of them) pursuant to this Agreement and the Finance Documents or any                   relevant   laws  and/or  regulations  unless  and   until such  payment    and  the  interest                   accrued thereon are fully reimbursed to KEXIM as guarantor; and             (d)   without double counting, with respect to the obligations of the Obligors owed to the                   Finance   Parties under   the  Finance  Documents    (or  any  of them),   such  obligations                   shall additionally be owed to KEXIM as guarantor by way of subrogation of the rights                   of the Finance Parties.   BD-#34696673-v11                                      77





 






                                   Section    10  - The Finance Parties    26      Role     of   the    Agent,      the    Security       Agent,      the    KEXIM       Agent,      the            Arrangers, Bookrunners and ECA Co-ordinator  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 and                      (to the extent permitted    under  any  applicable  law) trustee  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.                (f)   The  Security  Agent  accepts   its appointment   under  Clause  26.1(b)  as  trustee of the                      Trust Property with effect from the date of this Agreement and declares that it holds                      the Trust  Property on   trust for itself, the other Finance  Parties (for  so long as  they                      are  Finance  Parties)  on and  subject  to the  terms  set  out in Clauses  26.1  to 26.22                      and 29.5 (inclusive) and the Security Documents to which it is a party.  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.      BD-#34696673-v11                                      78





 






              (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  Arrangers)                      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 Arrangers, Bookrunners and the ECA Co-ordinator            Except as specifically provided in the Finance Documents, the Arrangers, the Bookrunners and            the  ECA   Co-ordinator   have   no  obligations  of  any   kind  to any   other  Party  under   or  in            connection   with  any  Finance   Document    or  the  transactions   contemplated    by  the  Finance            Documents.  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   received  by   it under  the   Security  Documents     in accordance    with  the                      provisions of this Agreement.      BD-#34696673-v11                                      79





 






26.6      No fiduciary duties                (a)   Nothing   in  any  Finance   Document    constitutes  the  Agent,  the  KEXIM    Agent,  the                      Security   Agent  (except   as  expressly  provided   in any   Finance  Document)     or the                      Arrangers, the Bookrunners or the ECA Co-ordinator as a trustee or fiduciary of any                      other person.                (b)   None of the Agent, the Security Agent, the Arrangers, the Bookrunners nor the ECA                      Co-ordinator   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 Borrowers (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.                (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       BD-#34696673-v11                                      80





 






                    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, none                      of  the Agent,  the  Security  Agent  nor  the Arrangers   is entitled 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.                (j)   Except with KEXIM as guarantor's prior consent, neither the Agent nor the Security                      Agent   shall be   entitled to  exercise  or  refrain from   exercising  any  right, power,                      authority  or  discretion, or give  or withhold   any  consent,  the  exercise  or giving  of                      which,  by  the terms of   this Agreement and/or    the KEXIM    Guarantee, would    require                      KEXIM   as  guarantor's prior  consent  and  any  amendment or     waiver  which  relates to                      any   matter   which,  by  the   terms  of  any   Finance  Document     and/or   the  KEXIM                      Guarantee,    requires the  prior consent   of KEXIM   as guarantor   shall not  be entered                      into  or provided  by  the  Agent  or the  Security  Agent  until KEXIM   as guarantor   has                      agreed to its terms.  26.8      Responsibility for documentation            Neither the Agent, the Security Agent nor any Arranger is responsible or liable for:                (a)   the adequacy, accuracy or completeness of any information (whether oral or written)                      supplied   by  the Agent,   the Arrangers,   the  Obligors  or any   other  person  in or  in                      connection   with  any  Finance  Documents,    the KEXIM   Guarantee    or the  transactions                      contemplated     in  the  Finance   Documents,    the   KEXIM   Guarantee    or  any   other                      agreement, arrangement or document entered into, made or executed in anticipation                      of, under or in connection with any Finance Document or the KEXIM Guarantee;                (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 the                      KEXIM Guarantee;                (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; or                (d)   any  loss to the Trust  Property   arising in consequence of the failure, depreciation     or                      loss of  any Charged   Property  or any   investments   made   or retained  in good  faith or                      by reason   of any other matter or thing.  26.9      No duty to monitor            The Agent shall not be bound to enquire:                (a)   whether or not any Default has occurred;      BD-#34696673-v11                                      81





 






               (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 or the KEXIM Guarantee, 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 the KEXIM Guarantee or any                           other agreement,    arrangement    or document    entered   into, made   or executed   in                           anticipation of, under or in connection with, any Finance Document or the KEXIM                           Guarantee, 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,    the  KEXIM   Guarantee   and  any  officer,                       employee or agent of the Agent may rely on this Clause.                 (c)   Neither the Agent nor the Security Agent will 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.                 (d)   Nothing   in  this  Agreement    shall  oblige  the  Agent,   the  Security  Agent   or  the                       Arrangers 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,       BD-#34696673-v11                                      82





 






                     on behalf of any Lender and each Lender confirms to the Agent, the Security Agent                       and  the  Arrangers  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 Arrangers.                 (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    and,  to the extent   applicable, the KEXIM   Guarantee (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, the Borrowers and the KEXIM Agent.                 (b)   Alternatively, the Agent or the Security Agent may resign by giving thirty (30) days'                       notice to the   Lenders  and  the Borrowers,   in which  case  the  Majority Lenders   (after                       consultation with the Borrowers) may appoint a successor Agent, or as the case may                       be, a successor Security Agent.                 (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 Borrowers)   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  Borrowers                       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.       BD-#34696673-v11                                      83





 






               (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   (d)  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 Borrowers,   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  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  Borrowers   and  the Lenders   that the  Agent  will not be  (or                           will have ceased to be) a FATCA Exempt Party on or after that FATCA Application                           Date;                       and  (in each  case)  a 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 Borrowers    or that  Lender,  by  notice  to the  Agent,                       requires it to resign.  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       BD-#34696673-v11                                      84





 






                  (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, fax                       number    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             Arrangers   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,   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             Borrowers) 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        BD-#34696673-v11                                      85





 






                     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;                 (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.  26.20      Powers and duties of the Security Agent as trustee of the security             In its capacity as trustee in relation to the Trust Property, the Security Agent:                 (a)   shall, without  prejudice  to any  of the  powers,  discretions  and  immunities   conferred                       upon trustees by law (and to the extent not inconsistent with the provisions of this                       Agreement     or any   of the  Security   Documents),    have  all the  same    powers   and                       discretions  as  a  natural  person   acting  as the  beneficial  owner   of such   property                       and/or   as  are conferred   upon   the Security   Agent  by  this Agreement    and/or   any                       Security  Document    but  so  that the  Security Agent   may  only  exercise  such  powers                       and  discretions to  the extent  that  it is authorised to do  so by the provisions of   this                       Agreement;                 (b)   shall (subject to Clause 29.5    (Partial Payments))   be  entitled (in its own  name or in                       the  names   of  nominees)   to invest  moneys    from  time  to time  forming   part of the                       Trust  Property or otherwise held by     it as a consequence of    any  enforcement   of the                       security  constituted  by  any  Finance  Document    which,  in the  reasonable   opinion  of                       the Security Agent, it would not be practicable to distribute immediately, by placing                       the same on    deposit in  the name   or under   the control of the  Security  Agent as  the                       Security Agent may think fit without being under any duty to diversify the same and                       the  Security  Agent   shall not  be  responsible   for any  loss  due  to interest  rate  or                       exchange    rate  fluctuations except   for any  loss  arising from   the  Security  Agent's                       gross negligence or wilful misconduct;       BD-#34696673-v11                                      86





 






               (c)   may,    in the  conduct    of its  obligations  under   and   in respect   of  the  Security                       Documents     (otherwise   than   in  relation  to  its right  to  make   any   declaration,                       determination   or decision),  instead of  acting personally,  employ   and  pay  any  agent                       (whether   being  a  lawyer  or any  other  person)  to transact  or concur   in transacting                       any   business  and  to  do  or concur  in  doing  any  acts required   to be  done  by  the                       Security Agent (including the receipt and payment of money) and on the basis that                       (i) any such agent engaged in any profession or business shall be entitled to be paid                       all usual  professional  and  other  charges  for business   transacted  and  acts  done  by                       him  or  any  partner  or employee   of his or  her in connection   with such  employment                       and (ii) the Security Agent shall not be bound to supervise, or be responsible for any                       loss  incurred  by reason   of any  act or  omission  of, any  such   agent  if the Security                       Agent shall have exercised reasonable care in the selection of such agent; and                 (d)   may   place  all deeds  and  other documents    relating  to the Trust  Property  which  are                       from time to time deposited with it pursuant to the Security Documents in any safe                       deposit, safe or receptacle selected by the Security Agent exercising reasonable care                       or  with any  firm  of solicitors or company   whose   business   includes undertaking   the                       safe custody of documents selected by the Security Agent exercising reasonable care                       and may make any such arrangements as it thinks fit for allowing Obligors access to,                       or  its solicitors or  auditors  possession    of, such   documents    when   necessary    or                       convenient   and  the  Security Agent   shall not be  responsible  for any  loss incurred  in                       connection with any such deposit, access or possession if it has exercised reasonable                       care  in  the  selection  of a  safe  deposit,  safe, receptacle   or firm  of  solicitors or                       company (save that it shall take reasonable steps to pursue any person who may be                       liable to it in connection with such loss).  26.21      Co-operation to achieve agreed priorities of application             The  other  Finance  Parties shall co-operate   with  each  other and  with  the  Security Agent   and             any  receiver  or  administrator  under   the  Security  Documents    in realising  the property   and             assets subject to the Security Documents and in ensuring that the net proceeds realised under             the  Security   Documents     after  deduction   of  the  expenses   of  realisation  are  applied   in             accordance with Clause 29.5 (Partial payments).  26.22      Indemnity from Trust Property                 (a)   In respect of all liabilities, costs or expenses for which the Obligors are liable under                       this Agreement, the Security Agent and each Affiliate of the Security Agent and each                       officer or  employee   of the  Security  Agent  or  its Affiliate (each a Relevant   Person)                       shall  be  entitled  to be  indemnified    out  of the  Trust  Property   in respect   of all                       liabilities, damages,  costs, claims, charges or expenses whatsoever properly incurred                       or suffered by such Relevant Person:                    (i)    in the execution   or exercise  or bona  fide purported   execution  or exercise  of the                           trusts, rights, powers, authorities, discretions and duties created or conferred by                           or pursuant to the Finance Documents;                    (ii)   as a result of any breach by an Obligor of any of its obligations under any Finance                           Document;                    (iii)  in respect of any Environmental Claim made or asserted against an Obligor which                           would not have arisen if the Finance Documents had not been executed; and                    (iv)   in respect of any matter or thing done or omitted in any way in accordance with                           the  terms   of the  Finance   Documents     relating  to the   Trust  Property  or  the                           provisions of any of the Finance Documents.                 (b)   The   rights conferred   by  this Clause  26.22   are  without  prejudice  to  any  right  to                       indemnity   by  law  given  to trustees  generally  and  to  any  provision  of the  Finance                       Documents     entitling the  Security  Agent   or any   other  person  to  an  indemnity   in                       respect  of, and/or   reimbursement    of, any  liabilities, costs or expenses   incurred  or                       suffered by it in connection with any of the Finance Documents or the performance        BD-#34696673-v11                                      87





 






                     of any duties under any of the Finance Documents.  Nothing contained in this Clause                       26.22    shall entitle the  Security  Agent   or any  other  person   to be  indemnified   in                       respect of any liabilities, damages, costs, claims, charges or expenses to the extent                       that the same arise from such person's own gross negligence or wilful misconduct.  26.23      Finance Parties to provide information             The other   Finance Parties shall provide the Security Agent with such written information as it             may   reasonably  require for  the purposes   of carrying  out its duties  and obligations  under  the             Security  Documents     and,  in particular, with  such  necessary   directions  in  writing so  as  to             enable the Security    Agent  to make the calculations    and  applications contemplated    by  Clause             25.9  (Partial payments)    above   and  to apply  amounts    received  under,  and  the  proceeds   of             realisation of, the  Security  Documents    as  contemplated   by  the  Security  Documents,    Clause             25.9 (Partial payments).  26.24      Release to facilitate enforcement and realisation             Each  Finance   Party acknowledges     that pursuant   to any  enforcement    action  by the  Security             Agent (or a receiver) carried out on the instructions of the Agent it       may be desirable for the             purpose of such enforcement and/or maximising the realisation of the Charged Property being             enforced against, that any rights or claims of or by the Security Agent (for the benefit of the             Finance  Parties)  and/or  any  Finance  Parties against any   Obligor and/or   any Security  Interest             over  any  assets  of  any  Obligor  (in each  case)  as  contained   in or created   by any   Finance             Document, other than such rights or claims or security being enforced, be released in order to             facilitate such enforcement action and/or realisation and, notwithstanding any other provision             of the  Finance   Documents,    each  Finance   Party  hereby   irrevocably  authorises  the  Security             Agent   (acting  on the  instructions  of the  Agent)   to grant  any  such   releases  to the  extent             necessary to fully effect such enforcement action and realisation including, without limitation,             to the extent necessary for such purposes to execute release documents in the name of and             on  behalf  of the Finance   Parties.  Where   the relevant  enforcement    is by way   of disposal  of             shares in an Obligor, the requisite release shall include releases of all claims (including under             guarantees) of   the Finance Parties and/or    the Security Agent against     such  Obligor and  of all             Security Interests over the assets of such Obligor.  26.25      Undertaking to pay             Each  Obligor  which   is a Party undertakes    with the  Security  Agent  on  behalf  of the  Finance             Parties  that it will, on demand   by  the  Security  Agent,  pay  to the  Security  Agent  all money             from time to time owing, and discharge all other obligations from time to time incurred, by it             under or in connection with the Finance Documents.  26.26      Additional trustees             The Security Agent shall have power by notice in writing to the other Finance Parties and the             Borrowers    to appoint   any  person   approved    by  the  Borrowers   (such   approval  not  to  be             unreasonably    withheld  or delayed)   either to act  as separate  trustee  or as  co-trustee  jointly             with the Security Agent:                 (a)   if the  Security  Agent   reasonably   considers   such  appointment    to  be  in the  best                       interests of the Finance Parties;                 (b)   for the purpose of conforming with any legal requirement, restriction or condition in                       any jurisdiction in which any particular act is to be performed; or                 (c)   for the purpose of obtaining a judgment in any jurisdiction or the enforcement in any                       jurisdiction against any person of a judgment already obtained,             and  any  person   so appointed   shall (subject  to the  provisions  of this Agreement)    have  such             rights (including  as to  reasonable  remuneration),    powers,  duties  and  obligations  as shall be             conferred or imposed by the instrument of appointment.  The Security Agent shall have power             to remove any person so appointed.  At the request of the Security Agent, the other parties to             this Agreement shall forthwith execute all such documents and do all such things as may be        BD-#34696673-v11                                      88





 






           required  to perfect  such  appointment or    removal  and  each  such  party  irrevocably  authorises             the Security Agent in its name and on its behalf to do the same.  Such a person shall accede             to this Agreement as a Security Agent to the extent necessary to carry out their role on terms             satisfactory  to the Security  Agent   and  (subject  always  to the  provisions  of this Agreement)             have such trusts, powers, authorities, liabilities and discretions (not exceeding those conferred             on the Security Agent by this Agreement and the other Finance Documents) and such duties             and obligations as shall be conferred or imposed by the instrument of appointment (being no             less onerous   than  would  have  applied  to the  Security  Agent  but  for the appointment).     The             Security  Agent   shall not be  bound   to supervise,  or  be responsible   for any  loss incurred  by             reason of any act or omission of, any such person if the Security        Agent shall  have exercised             reasonable care in the selection of such person.  26.27      Non-recognition of trust             It is agreed by all the parties to this Agreement that:                 (a)   in relation to any jurisdiction the courts of which would not recognise or give effect                       to  the trusts expressed   to be  constituted  by  this Clause  26, the  relationship of the                       Security  Agent   and the  other  Finance  Parties shall be  construed  as  one of  principal                       and agent, but to the extent permissible under the laws of such jurisdiction, all the                       other  provisions   of this Agreement     shall have   full force and  effect  between   the                       parties to this Agreement; and                 (b)   the  provisions  of this Clause  26  insofar as  they  relate to the  Security  Agent  in its                       capacity as trustee for the Finance Parties and the relationship between themselves                       and the Security Agent as their trustee may be amended by agreement between the                       other  Finance  Parties  and  the  Security Agent.    The  Security  Agent  may   amend   all                       documents necessary to effect the alteration of the relationship between the Security                       Agent and the other Finance Parties and each such other party irrevocably authorises                       the Security Agent in its name and on its behalf to execute all documents necessary                       to effect such amendments.  26.28      Role of the KEXIM Agent                 (a)   Each   of the KEXIM   Guaranteed    Facility Lenders  and  the  Agent  appoints  the  KEXIM                       Agent   to act  as its agent  for the  purposes   of dealing  with KEXIM    as guarantor   in                       respect  of the  KEXIM   Guarantee   and  the  KEXIM   Agent  accepts  the appointment    on                       and subject to the terms of these paragraphs (a) to (g).                 (b)   The  KEXIM   Agent's  duties  under  the  Finance  Documents    are  solely mechanical   and                       administrative in nature.                 (c)   The  KEXIM   Agent shall  promptly   forward to the Agent    the original or  a copy  of any                       document     which  is  delivered  to  the  KEXIM    Agent   for another   Party  and   shall                       promptly   forward  to  KEXIM   as guarantor   (in accordance   with  the provisions  of the                       KEXIM Guarantee) the original or a copy of any document which is delivered to the                       KEXIM Agent by any other Party.                 (d)   Except where a Finance Document specifically provides otherwise, the KEXIM Agent                       is not  obliged  to review  or  check  the  adequacy,   accuracy  or  completeness    of any                       document it   forwards to another Party.                 (e)   Clauses 26.7 (Rights and discretions), 26.8 (Responsibility for documentation), 26.1                       (No duty to monitor), 26.10 (Exclusion of liability), 26.12 (Resignation of the Agent                       or   the  Security   Agent),   26.13   (Confidentiality),  26.14   (Relationship   with  the                       Lenders),   26.15   (Credit  appraisal  by   the  Lenders)   and  26.18   (Deduction    from                       amounts    payable  by  the  Agent  or  the Security  Agent)   shall each  extend  so  as  to                       apply to the KEXIM Agent in its capacity as such and for that purpose each reference                       to the "Agent" in these Clauses shall extend to include in addition a reference to the                       "KEXIM    Agent"  in its capacity  as such,  provided,   that any  change,   substitution  or                       resignation   of  the  KEXIM    Agent   shall be   subject  to  any  consent    requirement                       pursuant to the KEXIM Guarantee.       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               (f)   All communication     between    the  Finance  Parties  and   KEXIM   shall be  carried  out                       exclusively through the KEXIM Agent.                 (g)   Each   Lender  and  the  Hedge   Providers  shall deal with  the  KEXIM   Agent  exclusively                       through the Agent and shall not deal     directly with the KEXIM Agent.  26.29      KEXIM Guarantee             Each  KEXIM   Lender   represents  and  warrants   to the  KEXIM   Agent  that, with  effect from  the             date it receives the KEXIM Guarantee (a) it has reviewed any KEXIM Guarantee and is aware             of the  provisions  thereof, (b) any  representations   and  warranties  made   by  the KEXIM   Agent             on behalf of each KEXIM Guaranteed Facility Lender under any KEXIM Guarantee are true and             correct  with  respect  to such   KEXIM   Guaranteed    Facility Lender  in all respects  and   (c) no             information provided by such KEXIM Guaranteed Facility Lender in writing to the KEXIM Agent             or to KEXIM as guarantor prior to the date hereof was incomplete, untrue or incorrect in any             respect  except  to the  extent  that such  KEXIM   Guaranteed    Facility Lender, in the  exercise  of             reasonable   care  and  due   diligence  prior to the  giving  of the  information,   could  not  have             discovered   the  error  or omission.   Each  KEXIM   Guaranteed    Facility Lender   represents   and             warrants   to the  KEXIM   Agent  that it has  not taken  (or  failed to take), and  agrees   with the             KEXIM Agent that it shall not take (or fail to take), any action that would result in the KEXIM             Agent being in breach of any of its obligations in its capacity as KEXIM Agent under the KEXIM             Guarantee or the Finance     Documents,    or result in any  of KEXIM   Guaranteed Facility   Lenders             being in breach of any of their respective obligations as guaranteed parties, under the KEXIM             Guarantee, or which would otherwise prejudice the KEXIM Agent's ability to make a claim on             behalf of the KEXIM Guaranteed Facility Lenders under the KEXIM Guarantee.  26.30      KEXIM Agent actions             The  KEXIM   Agent   agrees  to  take  such  actions  under  the  KEXIM   Guarantee   (including  with             respect to  any  amendment, modification      or supplement   to  the KEXIM   Guarantee) as    may  be             directed on the unanimous instructions of the KEXIM Guaranteed Facility Lenders from time to             time,   provided   that,   anything   herein   or  in   the  KEXIM    Guarantee     to  the   contrary             notwithstanding, the KEXIM Agent shall not be obliged to take any such action or to expend or             risk its own funds or otherwise incur any liability in the performance of any of its duties or the             exercise  of any  of  its rights or powers   hereunder   or thereunder   if it shall have  reasonable             grounds for believing that repayment of such funds or adequate indemnity against such risk or             liability is not reasonably assured to it or if such action would be contrary to applicable law.     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;       BD-#34696673-v11                                      90





 






              (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).            For  the avoidance   of  doubt,  any  payment   received   by a  KEXIM   Guaranteed    Facility Lender            from   KEXIM   as  guarantor   or  the  KEXIM   Agent   or  the  Security  Agent   under   the  KEXIM            Guarantee shall not constitute a Recovered Amount for the purposes of this Clause 28.1.  28.2      Redistribution of payments            The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and            distribute  it between   the  Finance   Parties (other  than   the Recovering    Finance  Party)  (the            "Sharing   Finance Parties")     in accordance with    Clause  29.5 (Partial payments)    towards  the            obligations of that Obligor to the Sharing Finance Parties.  28.3      Recovering Finance Party's rights            On a distribution by the Agent under Clause 28.2 (Redistribution of payments), of a payment            received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and            the  Recovering   Finance   Party, an  amount    of the  Recovered   Amount    equal  to  the Sharing            Payment will be treated as not having been paid by that Obligor.  28.4      Reversal of redistribution            If any  part  of the  Sharing   Payment   received   or recovered   by  a  Recovering   Finance  Party            becomes repayable and is repaid by that Recovering Finance Party, then:                (a)   each  Sharing   Finance  Party  shall, upon  request  of the  Agent,  pay  to the Agent   for                      the  account   of that Recovering   Finance   Party an  amount   equal  to  the appropriate                      part of its share of the Sharing Payment (together with an amount as is necessary to                      reimburse   that  Recovering   Finance   Party for its proportion   of any  interest on  the                      Sharing   Payment    which   that  Recovering   Finance   Party  is required  to  pay)  (the                      "Redistributed Amount"); and                (b)   as between the relevant Obligor and each relevant Sharing Finance Party, an amount                      equal to  the relevant Redistributed    Amount   will treated as  not having  been paid   by                     that Obligor.  28.5      Exceptions                (a)   This Clause 28 shall not apply to the extent that the Recovering Finance Party would                      not, after making any payment pursuant to this Clause, have a valid and enforceable                      claim against the relevant Obligor.                (b)   A Recovering Finance Party is not obliged to share with any other Finance Party any                      amount which the Recovering Finance Party has received or recovered as a result of                      taking legal or arbitration proceedings, if:                   (i)    it notified that other Finance Party of the legal or arbitration proceedings; and                   (ii)   that other   Finance  Party  had   an  opportunity   to participate  in  those  legal  or                          arbitration  proceedings   but  did  not  do   so  as  reasonably   practicable   having                          received notice and did not take separate legal or arbitration proceedings.      BD-#34696673-v11                                      91





 






                                       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 Borrowers before receiving funds from the Lenders, then if and to                      the extent that the Agent does so but it proves to be the case that it does not then                      receive funds from a Lender in respect of a sum which       it paid to a Borrower:                   (i)    the Agent  shall notify the  Borrowers   of that Lender's  identity and  the  Borrowers                          shall on demand refund it to the Agent; and                   (ii)   the Lender   by  whom   those   funds  should  have  been   made   available  or, if that                          Lender  fails to  do  so, the  Borrowers    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.      BD-#34696673-v11                                      92





 






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 and    the  KEXIM   Agent vary  the  order                      set out in paragraphs (i) to (v) above.                (c)   The Security Agent and each other beneficiary of the Security Documents shall make                      each application in accordance with paragraph (a) as soon as is practicable after the                      relevant  moneys    are  received  by,  or otherwise   become    available to,  it save that                      (without   prejudice   to  any   other   provision  contained    in  any   of the   Security                      Documents)    the  Security  Agent  (acting  on the  instructions of the  Agent)  any  other                      beneficiary  of the  Security  Documents    or any  receiver  or administrator   may   credit                      any moneys received by it to a suspense account for so long and in such manner as                      the Security Agent, any other beneficiary of the Security Documents or such receiver                      or  administrator  may   from   time  to time  determine   with  a view  to  preserving  the                      rights of the Finance Parties or any of them to prove for the whole of their respective                      claims against the Borrowers or any other person liable.                (d)   The   Security  Agent  and/or  any   other beneficiary  of  the Security  Documents     shall                      obtain a good discharge in respect of the amounts expressed to be due to the other                      Finance   Parties as  referred  to in this Clause  29.5  by  paying  such  amounts    to the                      Agent for distribution in accordance with Clause 29 (Payment mechanics).                (e)   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.      BD-#34696673-v11                                      93





 






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                (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  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.    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).  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       BD-#34696673-v11                                      94





 






          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 the Security Agent:         Nordea Bank Abp, filial i Norge                                                          Dept.: Global Maritime Loans                                                          Essendrops gate 7, 0367 Oslo, Norway            For credit and documentation     matters:           Dept.: Global Maritime Loans           Email: agency.soosid@nordea.com           (recipient for information undertakings, amendment and waiver requests, conditions            precedent and conditions subsequent etc.)            For loan operation   matters:            Dept.: Structure Loan Services           Email: sls.norway@nordea.com           (recipient for utilisation requests, selection notices, payment notices etc.)            If to any of the Obligors:FLEX LNG MANAGEMENT AS           Bryggegata 3           0250 Oslo, Norway           Att: Principal 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.    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.      BD-#34696673-v11                                      95





 






  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     other than  any  Accordion   Increase                      pursuant to Clause 2.5 (Accordion Option) or an extension of the Availability Period                      or any requirement that a cancellation of Commitments reduces          the Commitments of                      the Lenders rateably under the Facility;                (e)   a  term  of the  Finance  Documents     which  expressly  requires  the  consent  of  all the                      Lenders;                (f)   a proposed substitution or replacement of a 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                (i)   the  definition  of  “Change   of  Control”,  Clauses   2.2  (Finance   party's  rights  and                      obligations), 7.3 (Mandatory prepayment –       Illegality), 7.4 (Mandatory prepayment –                     Change     of  Control),  7.8   (Mandatory    prepayment      –  KEXIM    Guarantee),    7.9                      (Mandatory    Prepayment    – Commercial    Facility), 18 (Security),  25  (Changes   to the                      Parties),  28  (Sharing  among    the  Finance   Parties), 29.5  (Partial payments),    29.8      BD-#34696673-v11                                      96





 






                    (Currency   of  account),  this Clause   35.2,  Clauses  39.1  (Governing    law)  and  39.2                      (Jurisdiction of English courts),            shall not be made without the prior written consent of all the Lenders.  35.3      Other exceptions                (a)   An amendment or waiver which relates to the rights or obligations of the Agent, the                      KEXIM    Agent,   the   Hedge    Providers,  the   Security  Agent,   the   Arrangers,   the                      Bookrunners    or the  ECA  Co-ordinator   (each  in their capacity  as  such)  may   not be                      effected  without  the  consent  of the  Agent,  the KEXIM   Agent,   the Hedge   Providers,                      the Security Agent, the Arrangers, the Bookrunners or, as the case may be, the ECA                      Co-ordinator.                (b)   Amendments      to or  waivers   in respect  of Clauses   7.8  (KEXIM   Guarantee)    or 7.9                      (Commercial    Facility) may   only be  agreed   with the  consent   of each  of the  KEXIM                      Guaranteed Facility Lenders.                (c)   Amendment     to  the definition of "Majority  Lenders"  or  Clauses  22.22  (Sanctions)  or                      25  (Changes    to the  Parties)  may   only  be  agreed  with  the  consent   of KEXIM   as                      guarantor.  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  ten (10)  Business   Days  (or such  longer  time  period  in                      relation to any request which the Ultimate Parent and the Agent may agree) of that                      request being made:      BD-#34696673-v11                                      97





 






                 (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                   (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:                   (i)    a benchmark    rate  which  is formally designated,   nominated    or recommended     as                          the replacement for a Screen Rate by:                          (A)   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                          (B)   any Relevant Nominating Body,                          (C)   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;                   (ii)   a benchmark     rate  which   is 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                   (iii)  a benchmark     rate  which   is in the  opinion   of the  Majority   Lenders   and  the                          Obligors, an appropriate successor to a Screen Rate.  35.5      Conflict and KEXIM Guarantee override                (a)   Without limiting   in any  manner   the rights of the Lenders   under  the Facilities (other                      than   the  KEXIM   Guaranteed    Facility), and  subject  and   without  prejudice  to  any                      amendments, consents       or waivers  as may   be given,  consented or   agreed   to by the                      Agent   which  is contrary  to  or inconsistent  with  any  vote  exercised  by  the  KEXIM                      Guaranteed    Facility Lenders  (acting on  the  instructions of KEXIM   as  guarantor)  but                      which   are  otherwise  in  accordance   with  the  terms  and  conditions  of  the  Finance                      Documents;                    (i)    in case of any conflict between the Finance Documents and the KEXIM Guarantee,                          the KEXIM   Guarantee    shall, as between   the  KEXIM   Guaranteed    Facility Lenders                          and   KEXIM   as   guarantor,   prevail,  and   to  the  extent   of  such   conflict  or                          inconsistency, none of the KEXIM Guaranteed Facility Lenders or the KEXIM Agent                          shall assert to KEXIM as guarantor, the terms of the relevant Finance Documents;                          and                    (ii)   nothing  in this Agreement    or any  Finance   Document    shall permit  or oblige  any                          KEXIM Guaranteed Facility Lender or the KEXIM Agent to act (or omit to act) in a                          manner that is inconsistent with any requirement of KEXIM as guarantor under or                          in connection with the KEXIM Guarantee.                (b)   If, in  the  opinion  of  the  KEXIM    Agent   (acting  reasonably),   any  terms   of  this                      Agreement    contradicts  and/or  conflicts with  any  provision  of the KEXIM   Guarantee       BD-#34696673-v11                                      98





 






                    such  that  compliance   by  a Finance   Party  with the  terms  of  the KEXIM   Guarantee                      could  result  in a breach   by  a Finance   Party  of the  terms  of this Agreement,    the                      relevant terms of this Agreement will be amended or supplemented as necessary so                      that  compliance   by  any  Finance  Party  with the  terms  of the  KEXIM   Guarantee   will                      not   result  in a  breach   of  the   terms   of this  Agreement,     provided   that  such                      amendment shall     not affect  the rights or obligations  of an  Obligor without  the  prior                      written consent of the relevant Obligor.  35.6      Prior consultation with KEXIM as guarantor              The Borrowers acknowledge that the Agent may, under the terms of the KEXIM Guarantee, be            required:                (a)   to  consult   with  the  KEXIM    Agent   (who   shall  in  turn  consult  with   KEXIM   as                      guarantor),   prior to the  exercise of certain  decisions  under  the Finance   Documents                      (including   the  exercise   of  such   voting   rights  in  relation  to  any   substantial                      amendment to any Finance Document); and                (b)   to follow certain instructions given by the KEXIM Agent (acting on the instructions of                      KEXIM as guarantor),            and each KEXIM Guaranteed Facility Lender will be deemed to have acted reasonably if it has            acted on the instructions of the Agent (given by the KEXIM Agent (acting on the instructions            of KEXIM as guarantor) to the Agent in accordance with the terms of the KEXIM Guarantee in            the making of any such decision or the taking or refraining from taking any action under any            Finance Document to which it is a party).  35.7      Demand under KEXIM Guarantee            Notwithstanding any other term as set forth herein and/or in any other Finance Document, the            Agent (or, as the case may be, the KEXIM Agent) shall only make a written demand to KEXIM            as guarantor for payment under the KEXIM Guarantee after the Agent has first made a written            demand    for payment    of  the relevant  outstanding   amount    due  from   the Borrowers    or the            Guarantors in accordance with the terms of the Finance Documents to which they are a party.  35.8      Hedging            No Hedge Provider shall be entitled to terminate or close out any Hedging Contract (as defined            in the Assignment of Hedging Claims) prior to its stated maturity (in circumstances other than            where   the Loans   are also  reduced  under   this Agreement)    except  if the Borrowers   have  not            paid amounts due under the Hedging Contract and such amounts remain unpaid for a period            of five days  after  the due  date  for payment    or for reasons   entitling it to do so  due  to the            occurrence   of a  Tax  Event,  Illegality or a Force  Majeure   event  (as  defined  in any  Hedging            Agreement) and only then upon notice to the Agent.    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       BD-#34696673-v11                                      99





 






                    Finance   Party  shall consider   appropriate  if any  person   to whom    the  Confidential                      Information    is to  be  given   pursuant   to  this  paragraph    a)  is informed   of  its                      confidential  nature  and  that  some   or all of such  Confidential  Information   may   be                      price-sensitive  information   except  that  there  shall be  no  such  requirement    to so                      inform   if the   recipient  is subject   to  professional   obligations  to  maintain   the                      confidentiality  of  the   information   or  is  otherwise   bound    by  requirements     of                      confidentiality in relation to the Confidential Information;                (b)   to  any  person  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 Borrowers 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 paragraphs (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 Borrowers.  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 Facility and/or one or more Obligors the following information:                   (i)    names of Obligors;                   (ii)   country of domicile of Obligors;                   (iii)  place of incorporation of Obligors;      BD-#34696673-v11                                     100





 






                 (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 Facility (and any tranches);                   (ix)   amount of Total Commitments;                   (x)    currencies of the Facility;                   (xi)   type of Facility;                   (xii)  ranking of Facility;                   (xiii) Final Maturity Date for any Facility;                   (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  Facility 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 Facility and/or one or more Obligors; and                   (ii)   the number    or, as the  case  may   be, numbers    assigned   to the  Agreement,   the                          Facility and/or one or more Obligors by such numbering service provider.  36.4      Disclosure to administration/settlement services providers            Notwithstanding    any  other term   of any  Finance  Document    or any  other  agreement    between            the  Parties to the  contrary  (whether  express   or implied),  any  Finance  Party may   disclose  to            any person appointed by:                (a)   that Finance Party;                (b)   a  person   to (or  through)  whom    that  Finance  Party  assigns  or  transfers  (or may                      potentially assign or transfer) all or any of its rights and/or obligations under one or                      more Finance Documents or which succeeds (or which may potentially succeed) it as                      Agent or Security Agent under the Agreement; and/or      BD-#34696673-v11                                     101





 






              (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 Borrowers:                (a)   of the circumstances of any disclosure of Confidential Information made pursuant to                      paragraph    (b)(v)  of Clause   36.2  (Disclosure  of  Confidential  Information),   except                      where   such  disclosure  is made  to  any  of the persons   referred to in that  paragraph                      during the  ordinary course of its supervisory or regulatory function; and                (b)   upon becoming aware that Confidential Information has been disclosed in breach of                      this Clause 36.  36.8      Continuing obligations            The  obligations  in this Clause  36  are continuing   and, in particular, shall survive  and  remain            binding on each Finance Party for a period of twelve (12) months from the earlier of:                (a)   the date on   which  all amounts   payable by   the Obligors  under   or in connection  with                      this Agreement have been paid in full and all Commitments have been cancelled or                      otherwise cease to be available; and                (b)   the date on which such Finance Party otherwise ceases to be a Finance Party.    37      Counterparts            Each  Finance   Document    may   be executed   in any  number    of counterparts,  and  this has  the            same   effect as  if the signatures  on  the  counterparts   were  on  a single  copy  of the  Finance            Document.      BD-#34696673-v11                                     102





 






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  and    each   Obligor          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.    BD-#34696673-v11                                     103





 






                          Section    12  - Governing Law and Enforcement    39      Governing Law and Enforcement  39.1      Governing law            This Agreement and any non-contractual obligations connected with it are governed by English            law.  39.2      Jurisdiction of English courts                (a)   The courts of England have exclusive jurisdiction to settle any dispute arising out of                      or  in connection  with  this Agreement    or any  non-contractual   obligations  connected                      with  it (including a  dispute  regarding  the  existence,  validity or termination   of this                      Agreement) (a "Dispute").                (b)   The   Parties  agree   that  the  courts   of  England   are  the   most   appropriate   and                      convenient    courts  to settle  Disputes  and   accordingly  no  Party  will argue   to the                      contrary.                (c)   This  Clause  39.2   is for the  benefit of  the  Finance  Parties  only.  As  a  result, no                      Finance   Party shall  be prevented   from   taking proceedings   relating  to a  Dispute  in                      any other courts with jurisdiction.  To the extent allowed by law, the Finance Parties                      may take concurrent proceedings in any number of jurisdictions.  39.3      Service of process            Without prejudice to any other mode of service, each Obligor:                (a)   appoints FLEX LNG Chartering Limited of 10 Eastcheap, London, England, EC3M 1AJ                     as  its agent  for the  service  of process   in relation to  any  proceedings   before  the                      English courts in connection with any Finance Document; 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 England  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.      BD-#34696673-v11                                     104





 






                                                Schedule     1                             THE ORIGINAL PARTIES AND COMMITMENTS                                                The Borrowers  Name of Borrower                                   FLEX LNG Amber Limited                                                     Marshall Islands Original Jurisdiction                                                     96759 Registration number (or  equivalent, if any)                                                    Trust Company Complex, Ajeltake Road, Ajeltake  Registered office                                                    Island, Majuro, MH96960, Marshall Islands   Name of Borrower                                   FLEX LNG Aurora Limited                                                     Marshall Islands Original Jurisdiction                                                     96758 Registration number (or  equivalent, if any)                                                    Trust Company Complex, Ajeltake Road, Ajeltake  Registered office                                                    Island, Majuro, MH96960, Marshall Islands   Name of Borrower                                   FLEX Freedom Limited                                                     Marshall Islands Original Jurisdiction                                                     98380 Registration number (or  equivalent, if any)                                                    Trust Company Complex, Ajeltake Road, Ajeltake  Registered office                                                    Island, Majuro, MH96960, Marshall Islands   Name of Borrower                                   FLEX LNG Reliance Limited                                                     Marshall Islands Original Jurisdiction                                                     96931 Registration number (or  equivalent, if any)                                                    Trust Company Complex, Ajeltake Road, Ajeltake  Registered office                                                    Island, Majuro, MH96960, Marshall Islands   BD-#34696673-v11                                     105





 






Name of Borrower                                   FLEX LNG Resolute Limited                                                     Marshall Islands Original Jurisdiction                                                     96932 Registration number (or  equivalent, if any)                                                    Trust Company Complex, Ajeltake Road, Ajeltake  Registered office                                                    Island, Majuro, MH96960, Marshall Islands                                 The Original Commercial Facility Lenders  Name of Original Commercial Facility Lender                                             Commitment  ABN AMRO BANK  N.V., Oslo Branch                                                      USD 45,000,000 Registration no. 34334259  Citibank N.A., London Branch                                                          USD 25,000,000  Crédit Agricole Corporate and Investment Bank                                         USD 12,500,000  Danske Bank A/S                                                                       USD 37,500,000  Deutsche Bank AG                                                                      USD 12,500,000  Nordea Bank Abp, filial I Norge                                                       USD 50,000,000  Skandinaviska Enskilda Banken AB (publ)                                               USD 37,500,000  SpareBank 1 SR-Bank ASA                                                               USD 30,000,000  Total Commercial Facility Commitments                                                USD 250,000,000                                     The Original KEXIM Facility Lenders  Name of Original KEXIM Facility Lender                                                  Commitment  The Export-Import Bank of Korea                                                       USD 189,879,000  Total KEXIM Facility Commitments                                                     USD 189,879,000                             The Original KEXIM Guaranteed Facility Lenders  Name of Original KEXIM Guaranteed Facility Lender                                       Commitment  ABN AMRO BANK  N.V., Oslo Branch                                                      USD 5,121,000 Registration no. 34334259   BD-#34696673-v11                                     106





 






Citibank N.A., London Branch                                                          USD 25,000,000  Commonwealth Bank of Australia                                                        USD 40,000,000  Crédit Agricole Corporate and Investment Bank                                         USD 22,000,000  Credit Suisse AG                                                                      USD 40,000,000  Deutsche Bank Aktiengesellschaft Filiale Hong Kong (Incorporated in the               USD 35,000,000 Federal Republic of Germany & members’ liability is limited)  Sumitomo Mitsui Trust Bank, Limited (London Branch)                                   USD 22,000,000  Total KEXIM Guaranteed Facility Commitments                                          USD 189,121,000                                              The Hedge Providers  Name of Hedge Provider  ABN AMRO BANK  N.V. Registration no. 34334259  Citibank Europe plc., Dublin Branch  Danske Bank A/S   Deutsche Bank AG  Nordea Bank Abp Registration no. 2858394-9  Skandinaviska Enskilda Banken AB (publ)  SpareBank 1 SR-Bank ASA   BD-#34696673-v11                                     107





 






                                                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.  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    (as approved   by the Agent (acting on    the instructions  of all Lenders));                and         (b)    The Fee Letters,         duly executed.  4      Vessel Documents         (a)    A copy of the Shipbuilding Contracts;         (b)    A copy of the Intermediate MOAs, including arrangements for the assignment of Yard's                warranties in respect of the Vessel to the relevant Borrower; and         (c)    A copy of the Management Agreements.   BD-#34696673-v11                                     108





 






5      Miscellaneous         (a)    Evidence that all fees referred to in Clause 11 (Fees) that are due have or will be paid                on its due date;         (b)    Copy of the Original Financial Statements;         (c)    Evidence that all process agent appointments required by the Finance Documents listed                in item 3 above have been duly accepted; and         (d)    Any  other  documentation    authorization,  opinion   or assurance   reasonably   required  by                the Agent.  6      Legal opinions         If required,  such  legal  opinions  relating to  the  Agreement,    in such  form  (agreed   draft  or         issued) as the Agent may require (acting on the instructions of the Lenders).   BD-#34696673-v11                                     109





 






                                                  PART II                          CONDITIONS PRECEDENT           TO DRAWDOWN NOTICE  1      Finance Documents         (a)    the Security Agreements, and deliverables thereunder;         (b)    the General Assignment, and deliverables thereunder;         (c)    if applicable, the Assignment of Hedging Claims, and deliverables thereunder;         (d)    the Share Pledges, and deliverables thereunder;         All of the above Security Documents as approved by the Agent (acting on the instructions of         all Lenders) duly executed and perfected.         (e)    the Mortgage in respect of the relevant Vessel (agreed form only);         (f)    The Drawdown Notice at least three (3) Business Days prior to the Drawdown Date; and         (g)    Any Hedging Agreements.  2      Vessel Documents         For the relevant Vessel to which the proposed Loan relates:         (a)    evidence (by way of email confirmation from the registry) that the Vessel is ready to be                 registered in the name of the Borrower in an Approved Ship Registry upon receipt of the                copy of the title documents on the Delivery Date, and that the agreed form Mortgage is                pre-cleared for registration with its intended first priority against the Vessel;         (b)    copies  of insurance   policies/cover  notes  documenting    that  insurance  cover  has  been                taken  out  in respect  of  the Vessel  in accordance    with  Clause  23.1  (Insurance),   and                evidencing that the Security Agent’s (on behalf of the Finance Parties) Security Interest                in the  insurance  policies have  been   noted  in accordance   with  the  relevant  notices as                required under the Security Agreement;         (c)    the Insurance Report, with no outstanding pre-delivery action points;         (d)    the technical manager’s current DOC;         (e)    each Manager’s Undertaking as approved by the Agent (acting on the instructions of all                Lenders) duly executed by the relevant Manager;         (f)    a copy of each charterparty or other employment contract entered into in respect of the                Vessel with a fixed term exceeding twelve (12) months; and         (g)    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;   BD-#34696673-v11                                     110





 






       (d)    Documentation    evidencing   all shareholder   loans to  any  Obligor, as  well as  any  intra-               group loans or receivables to which any Obligor is a party;         (e)    Such other documentation and evidence       required to complete the "know your customer"                checks as described in Clause 20.9 ("Know your customer" checks).         (f)    If relevant, a closing  memorandum agreed between         the Yard,  the Intermediate Buyer,                the relevant Borrower and the Agent;         (g)    If relevant, an agreed wording of the conditional SWIFT;         (h)    If relevant, an  irrevocable  undertaking   from  the  Intermediate   Buyer  (if relevant)  and                Borrower,   and  their  representative   at closing,  not  to sign  any  document    triggering                release under the MT199 SWIFT, unless they have first         received the written consent of                the Agent.         (i)    If relevant, evidence that any part of the delivery instalment for the Vessel not covered                by the relevant Loan has been, or will at the latest together with the Loan be, paid by                equity to the Yard or the relevant   Intermediate Buyer (as the case may be).         (j)    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 issued by Norton Rose Fulbright (US) LLP;         (d)    A legal opinion regarding English law issued by Norton Rose Fulbright LLP; and         (e)    (In the case of the first Drawdown Date) A legal opinion regarding the KEXIM Guarantee                issued by Shin & Kim LLC,         in such form (agreed draft or issued) as the Agent may require (acting on the instructions of         the Lenders); and         (f)    Any  such   other  favourable  legal  opinions  in form   and  substance   satisfactory  to the                Agent (acting on the instructions of the Lenders) 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.   BD-#34696673-v11                                     111





 






                                                  PART III                              CONDITIONS PRECEDENT –           DELIVERY DATE  1      For the relevant Vessel to which the proposed Loan relates:         (a)    A copy of the duly executed Builder’s Certificate and/or Bill of Sale of the Vessel issued                by the Yard and the Intermediate Buyer (as applicable);         (b)    A copy of the  duly executed Protocol of Delivery and Acceptance both between the Yard                and the Intermediate Buyer, and the Intermediate Buyer and the Borrower;         (c)    evidence (by way of transcript of registry) that the Vessel is, or will be, registered in the                name   of  the  Borrower   in an  Approved    Ship  Registry,  that  the  Mortgage   has  been                executed   and  recorded   with its intended   first priority against the Vessel  and   that no                other  encumbrances,     maritime   liens, mortgages    or debts  whatsoever    are  registered                against the Vessel;         (d)    a copy   of the  interim  or permanent    class  certificate related  to the  Vessel  from  the                relevant  classification society, confirming   that  the Vessel  is classed  with  the  highest                class  in accordance    with  Clause   23.3  (Classification and   repairs),  free of  overdue                recommendations and conditions;         (e)    a copy of the Vessel’s SMC and ISPS Certificates; and         (f)    such legal opinions as may not be issued prior to the Delivery Date.  2      KEXIM Guarantee         (a)    An  original counterpart   of the  KEXIM   Guarantee    for the  relevant  KEXIM   Guaranteed                Facility Loan, duly executed by KEXIM as guarantor, including an English translation in                form and substance acceptance to the KEXIM Guaranteed Facility Lenders.         (b)    Evidence   that the KEXIM   Guarantee    Premium   in relation  to the KEXIM   Guarantee    and                any  costs  and  expenses   which  are  then  due  and  payable  to  KEXIM   as guarantor   has                been paid by the Borrowers and received by KEXIM in full.         (c)    Confirmation from the Agent (as indicated by the KEXIM Agent) that:                (i)    it has not  been   informed   that KEXIM    as guarantor   intends   to, and  KEXIM   as                       guarantor has not stipulated its intention to, repudiate or suspend the application                       of the KEXIM Guarantee for any KEXIM Guaranteed Facility Loan;                (ii)   it is satisfied that the KEXIM Guarantee is in full force and effect; and                (iii)  it has received  no  instruction from  KEXIM   as guarantor   that the  relevant  KEXIM                       Guaranteed Facility Loan should not be permitted or made available by the KEXIM                       Guaranteed Facility Lenders or, as the case may be, the Agent.         (d)    Evidence   satisfactory  to  the  KEXIM    Guaranteed    Facility Lenders   that  each   of the                documents    specified under   the KEXIM    Guarantee   for the  relevant  KEXIM   Guaranteed                Facility Loan  have   been  duly  delivered  in  accordance   with  the  terms  of  the  KEXIM                Guarantee for the relevant KEXIM Guaranteed Facility Loan.   BD-#34696673-v11                                     112





 






                                                Schedule     3                                      FORM OF DRAWDOWN NOTICE  To:    [], as Agent  From:[Borrowers]  Date:  [***]            $629,000,000 FACILITY AGREEMENT DATED [] 2020 (THE “AGREEMENT”)  We   refer to Clause  5.1 (Delivery  of the Drawdown     Notice)  of the Agreement.    Terms  defined in  the  Agreement shall have the same meaning when used           in this Drawdown Notice.         (a)    You are hereby irrevocably notified that we wish to make the following drawdown on the                following terms:                 Vessel:                           []                 Proposed Drawdown Date:           []                 Principal Amount:                 USD $[] (represented by:                                                   $[] Commercial Facility Loan;                                                   $[] KEXIM Facility Loan; and                                                   $[] KEXIM Guaranteed Facility Loan)                 Interest Period:                  []          (b)    The  purpose   of the  Loan  is the  part financing  of  the Vessel  and,  in the  case  of the                KEXIM   Guaranteed     Facility Loan,  to  fund  the  KEXIM    Guarantee    Premium,    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  [Borrowers]  By: __________________________________ Name: Title:  [authorised officer]   BD-#34696673-v11                                     113





 






                                                Schedule     4                                      FORM OF SELECTION NOTICE  To:    [], as Agent  From:FLEX LNG Ltd.  Date:  [***]            $629,000,000 FACILITY AGREEMENT DATED [] 2020 (THE “AGREEMENT”)  We   refer to the  Agreement.    Terms  defined  in the  Agreement    shall have  the  same   meaning   when  used in this Selection Notice.         (a)    We refer to the amount outstanding under the Commercial Facility Loans with Interest                Periods ending on [**].         (b)    We request that the next Interest Period for the Commercial Facility Loans is [**].  This Selection Notice is irrevocable.  Yours sincerely for and on behalf of  FLEX LNG Ltd.  By: ______________________________ Name: Title:   BD-#34696673-v11                                     114





 






                                                Schedule     5                                  FORM OF COMPLIANCE CERTIFICATE  To:    [], as Agent  From:FLEX LNG Ltd.  Date:  [***] [To be delivered no later than 120/60 days after each Reporting Date]            $629,000,000 FACILITY AGREEMENT DATED [] 2020 (THE “AGREEMENT”)  We refer to the Agreement. Terms defined in the Agreement have their defined meanings when used  in this Compliance Certificate.  5      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.  6      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, net      of     USD [] (“NIBD”)            Cash and Cash Equivalents.                            5% of which is USD []            Requirement:                                          Liquidity > Higher of (i) USD 25,000,000                                                                  and (ii) 5% of NIBD           Compliance:                                                                 [Yes/No]   BD-#34696673-v11                                     115





 






          Collateral Maintenance Test           For the purpose of Clause 7.1 (Collateral Maintenance Test) we confirm as follows:            Market Values*                                        USD []/[Not delivered]           Flex Artemis                                          USD []/[Not delivered]           Flex Resolute                                         USD []/[Not delivered]           Flex Freedom                                          USD []/[Not delivered]           Flex Aurora                                           USD []/[Not delivered]           Flex Amber                                            USD []/[Not delivered]           [Alternative Vessel]                                  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   7      This  Compliance   Certificate shall be  governed   by  and  construed   in accordance   with  English         law.  Yours sincerely for and on behalf of  FLEX LNG Ltd.  By: __________________________________ Name: Title:  Principal Financial Officer   BD-#34696673-v11                                     116





 






                                                Schedule     6                                    FORM OF TRANSFER CERTIFICATE  To:    [], as Agent  From:[**] (the “Existing Lender” and [**] (the “New Lender”)  Date:  [**]            $629,000,000 FACILITY AGREEMENT DATED [] 2020 (THE “AGREEMENT”)  1      We   refer to the Agreement.     This is a Transfer  Certificate.  Terms defined in   the  Agreement         have  the  same   meaning   in this Transfer  Certificate unless  given  a different meaning    in this         Transfer Certificate.  2      We   refer to Clauses  25.3  (Limitations  of responsibility of Existing  Lenders),  25.4  (Procedure         for Transfer) and 25.5 (Effects of the Transfer):         (a)    The  Existing Lender assigns   absolutely to the New Lender all     the rights  of the Existing                Lender  under   the  Agreement    and  the  other  Finance  Documents    which   relate to that                portion  of the Existing  Lender’s  Commitment(s)     and  participations  in the Loans  under                the Agreement as specified in the Schedule.         (b)    The  Existing  Lender  is released  from   all the obligations  of the Existing  Lender   which                correspond to that portion of the Existing Lender’s Commitment(s) and participations in                the Loans under the Agreement specified in the Schedule.         (c)    The New Lender becomes a Party as a Lender and is bound by obligations equivalent to                those from which the Existing Lender is released under paragraph (b) above.         (d)    The Facility Office and address, fax number and attention details for notices of the New                Lender for the purposes of Clause 31.2 (Addresses) are set out in the Schedule.  3      The proposed Transfer Date is [●].  4      This  Transfer  Certificate may   be  executed  in  any  number   of counterparts   and  this has  the         same   effect as  if the signatures  on  the counterparts   were  on  a single  copy  of this Transfer         Certificate.  5      This  Transfer Certificate  and  any non-contractual   obligations  connected   with  it are governed         by English law.  6      This  Transfer  Certificate has  been  entered   into on  the date  stated  at the  beginning   of this         Transfer Certificate.   BD-#34696673-v11                                     117





 






                                               The Schedule                Rights to be assigned and obligations to be released and undertaken  [insert relevant details]  [Facility Office  address,   fax  number    and  attention  details  for  notices  and  account   details  for  payments.]  [Existing Lender]          [New Lender]  By:                        By:  This is accepted by the Agent as a Transfer Certificate and     the Transfer Date is confirmed as [].  Signature of this Transfer Certificate by the Agent constitutes confirmation by the Agent of receipt of  notice  of the  assignment    referred  to herein,  which  notice  the  Agent  receives   on  behalf of  each  Finance Party.  [Agent]  By:   BD-#34696673-v11                                     118





 






                                                Schedule     7                                                   VESSELS  Name of Vessel:                         Flex Amber  Type of Vessel:                         LNG carrier   Capacity:                               174,000 cbm  Shipbuilding Contract                   6 March 2018  Hull No:                                8011  Yard                                    Hyundai Samho Heavy Industries Co., Ltd.  Intermediate MOA                        28 May 2018  Intermediate Buyer                      Sea America Inc.  Scheduled Delivery Date                 31 August 2020  Owner:                                  FLEX LNG Amber Limited  Flag State:                             Marshall Islands   Port of Registry:                       Majuro   Classification:                         +1A, Tanker for liquefied gas, Ship type 2G(-163°C, 500                                          kg/m3, 0.35bar), GF, E0, BIS, TMON, COAT-PSPC(B), CMON,                                          LCS, BWM(T), Recyclable, ERS, NAUT(NAV), CLEAN, F(A, C)  Classification Society:                 DNV GL  Commitment ($)                          $125,800,000   BD-#34696673-v11                                     119





 






Name of Vessel:                         Flex Aurora  Type of Vessel:                         LNG carrier   Capacity:                               174,000 cbm  Shipbuilding Contract                   6 March 2018  Hull No:                                8010  Yard                                    Hyundai Samho Heavy Industries Co., Ltd.  Intermediate MOA                        28 May 2018  Intermediate Buyer                      Sea Aurora Inc.  Scheduled Delivery Date                 30 June 2020  Owner:                                  FLEX LNG Aurora Limited  Flag State:                             Marshall Islands   Port of Registry:                       Majuro   Classification:                         +1A, Tanker for liquefied gas, Ship type 2G(-163°C, 500                                          kg/m3, 0.35bar), GF, E0, BIS, TMON, COAT-PSPC(B), CMON,                                          LCS, BWM(T), Recyclable, ERS, NAUT(NAV), CLEAN, F(A, C)  Classification Society:                 DNV GL  Commitment ($)                          $125,800,000   BD-#34696673-v11                                     120





 






Name of    Vessel:                      Flex Freedom  Type of Vessel:                         LNG carrier   Capacity:                               173,400 cbm  Shipbuilding Contract                   5 July 2018  Hull No:                                2492  Yard                                    Daewoo Shipbuilding & Marine Engineering Co., Ltd.  Intermediate MOA                        15 October 2018  Intermediate Buyer                      Sea Freedom Shipowning Inc.  Scheduled Delivery Date                 30 November 2020  Owner:                                  FLEX Freedom Limited  Flag State:                             Marshall Islands   Port of Registry:                       Majuro   Classification:                         +1A, Tanker for liquefied gas, Ship type 2G(-163°C, 500                                          kg/m3, 0.35bar), GF, E0#1, BIS, TMON, COAT-PSPC(B),                                          CMON, BWM(T), Clean, NAUT(OC)#2, Recyclable  Classification Society:                 DNV GL  Commitment ($)                          $125,800,000   BD-#34696673-v11                                     121





 






Name of Vessel:                         Flex Artemis  Type of Vessel:                         LNG carrier   Capacity:                               173,400 cbm  Shipbuilding Contract                   26 February 2018  Hull No:                                2479  Yard                                    Daewoo Shipbuilding & Marine Engineering Co., Ltd.  Intermediate MOA                        15 October 2018  Intermediate Buyer                      Sea Reliance Inc.  Scheduled Delivery Date                 31 August 2020  Owner:                                  FLEX LNG Reliance Limited  Flag State:                             Marshall Islands   Port of Registry:                       Majuro   Classification:                         +1A, Tanker for Liquefied Gas, Ship type 2G(-163°C, 500                                          kg/m3, 0.35bar), GF, E0#1, BIS, TMON, COAT-PSPC(B),                                          CMON, BWM(T), Clean, NAUT(OC)#2, Recyclable  Classification Society:                 DNV GL  Commitment ($)                          $125,800,000   BD-#34696673-v11                                     122





 






Name of Vessel:                         Flex Resolute  Type of Vessel:                         LNG carrier   Capacity:                               173,400 cbm  Shipbuilding Contract                   26 February 2018  Hull No:                                2480  Yard                                    Daewoo Shipbuilding & Marine Engineering Co., Ltd.  Intermediate MOA                        15 October 2018  Intermediate Buyer                      Sea Resulute Inc.  Scheduled Delivery Date                 30 September 2020  Owner:                                  FLEX LNG Resolute Limited  Flag State:                             Marshall Islands   Port of Registry:                       Majuro   Classification:                         +1A, Tanker for Liquefied Gas, Ship type 2G(-163°C, 500                                          kg/m3, 0.35bar), GF, E0#1, BIS, TMON, COAT-PSPC(B),                                          CMON, BWM(T), Clean, NAUT(OC)#2, Recyclable  Classification Society:                 DNV GL  Commitment ($)                          $125,800,000   BD-#34696673-v11                                     123





 






                                         ALTERNATIVE VESSELS  Name of Alternative Vessel:             Flex Volunteer  Type of Alternative Vessel:             LNG carrier   Capacity:                               174,000 cbm  Shipbuilding Contract                   30 June 2018  Hull No:                                8012  Yard                                    Hyundai Samho Heavy Industries Co., Ltd.  Scheduled Delivery Date                 28 February 2021  Owner:                                  FLEX Volunteer Limited  Flag State:                             Marshall Islands   Port of Registry:                       Majuro   Classification:                         +1A, Tanker   for liquefied gas, Ship type 2G(-163°C, 500                                          kg/m3, 0.35bar), GF, E0, BIS, TMON, COAT-PSPC(B), CMON,                                          LCS, BWM(T), Recyclable, ERS, NAUT(NAV), CLEAN, F(A, C)  Classification Society:                 DNV GL  Commitment ($)                          $125,800,000   Name of Alternative Vessel:             Flex Vigilant  Type of Alternative Vessel:             LNG carrier   Capacity:                               174,000 cbm  Shipbuilding Contract                   30 June 2018  Hull No:                                8013  Yard                                    Hyundai Samho Heavy Industries Co., Ltd.  Scheduled Delivery Date                 31 May 2021  Owner:                                  FLEX Vigilant Limited  Flag State:                             Marshall Islands   Port of Registry:                       Majuro   Classification:                         +1A, Tanker for liquefied gas, Ship type 2G(-163°C, 500                                          kg/m3, 0.35bar), GF, E0, BIS, TMON, COAT-PSPC(B), CMON,                                          LCS, BWM(T), Recyclable, ERS, NAUT(NAV), CLEAN, F(A, C)  Classification Society:                 DNV GL  Commitment ($)                          $125,800,000   BD-#34696673-v11                                     124





 






                                                    Schedule  8                                                 REPAYMENT SCHEDULE                                                        (USD)          Per Vessel  Period      Commercial Facility    Kexim Guaranteed Facility     Kexim Facility                 Total          Repayment      Balance    Repayment     Balance    Repayment     Balance    Total Repayment Total Balance       0              50,000,000.00             37,824,200.00            37,975,800.00                125,800,000.00       1              50,000,000.00 3,152,016.67 34,672,183.33  6,316.67 37,969,483.33   3,158,333.33 122,641,666.67       2              50,000,000.00 3,152,016.67 31,520,166.67  6,316.67 37,963,166.67   3,158,333.33 119,483,333.33       3              50,000,000.00 3,152,016.67 28,368,150.00  6,316.67 37,956,850.00   3,158,333.33 116,325,000.00       4              50,000,000.00 3,152,016.67 25,216,133.33  6,316.67 37,950,533.33   3,158,333.33 113,166,666.67       5              50,000,000.00 3,152,016.67 22,064,116.67  6,316.67 37,944,216.67   3,158,333.33 110,008,333.33       6              50,000,000.00 3,152,016.67 18,912,100.00  6,316.67 37,937,900.00   3,158,333.33 106,850,000.00       7              50,000,000.00 3,152,016.67 15,760,083.33  6,316.67 37,931,583.33   3,158,333.33 103,691,666.67       8              50,000,000.00 3,152,016.67 12,608,066.67  6,316.67 37,925,266.67   3,158,333.33 100,533,333.33       9              50,000,000.00 3,152,016.67 9,456,050.00   6,316.67 37,918,950.00   3,158,333.33  97,375,000.00      10  50,000,000.00       0.00  3,152,016.67 6,304,033.33   6,316.67 37,912,633.33  53,158,333.33  44,216,666.67      11                            3,152,016.67 3,152,016.67   6,316.67 37,906,316.67   3,158,333.33  41,058,333.33      12                            3,152,016.67       0.00     6,316.67 37,900,000.00   3,158,333.33  37,900,000.00      13                                                     3,158,333.33 34,741,666.67  3,158,333.33  34,741,666.67      14                                                     3,158,333.33 31,583,333.33  3,158,333.33  31,583,333.33      15                                                     3,158,333.33 28,425,000.00  3,158,333.33  28,425,000.00      16                                                     3,158,333.33 25,266,666.67  3,158,333.33  25,266,666.67   BD-#34696673-v11                                        125





 






     17                                                     3,158,333.33 22,108,333.33  3,158,333.33  22,108,333.33      18                                                     3,158,333.33 18,950,000.00  3,158,333.33  18,950,000.00      19                                                     3,158,333.33 15,791,666.67  3,158,333.33  15,791,666.67      20                                                     3,158,333.33 12,633,333.33  3,158,333.33  12,633,333.33      21                                                     3,158,333.33 9,475,000.00   3,158,333.33   9,475,000.00      22                                                     3,158,333.33 6,316,666.67   3,158,333.33   6,316,666.67      23                                                     3,158,333.33 3,158,333.33   3,158,333.33   3,158,333.33      24                                                     3,158,333.33       0.00     3,158,333.33         0.00   BD-#34696673-v11                                        126





 






                                                Schedule     9                                  FORM OF INCREASE CONFIRMATION  To:    [], as Agent, and          [], for and on behalf of each Obligor  From: [the Accordion Lender] (the Accordion Lender)  Dated: [●]                $629,000,000 Facility Agreement dated [] 2020 (the "Agreement")  1      We refer to the Agreement. This is an Increase Confirmation. Terms defined in the Agreement         have the same meaning in this Increase Confirmation unless given a different meaning in this         Increase Confirmation.   2      We refer to Clause 2.5   (Accordion option) of the Facility Agreement.   3      The  Accordion Lender agrees     to assume   and  will assume   all of the obligations  corresponding         to the Commitment specified in the Schedule (the "Relevant Commitment") as if it was an         Original Commercial Facility Lender under the Agreement.   4      The proposed date on which the increase in relation to the Accordion Lender and the Relevant         Commitment is to take effect (the "Increase Date") is [].   5      On   the  Increase   Date,  the  Accordion   Lender   becomes    a  party  to  the  relevant  Finance         Documents as a Lender.   6      The Facility Office and address, fax number and attention details for notices to the Accordion         Lender for the purposes of Clause 31.2 (Addresses) are set out in the Schedule.   7      This Increase Confirmation may be executed in any number of counterparts and this has the         same   effect as  if the signatures  on the  counterparts   were  on  a single copy  of  this Increase         Confirmation.   8      This Increase Confirmation and any non-contractual obligations arising out of or in connection         with it are governed by English law.   9      This Increase Confirmation has been entered into on the date stated at the beginning of this         Increase Confirmation.     BD-#34696673-v11                                     127