tkc2019exhibit432latestv






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





 






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





 






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





 






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





 






             Standard & Poor's Ranking Services or Fitch Ratings Ltd or A1 or higher by Moody's           Investors Services Limited or a comparable rating from an internationally recognised           credit rating agency.            "Account Holder" means Nordea Bank Abp, New York Branch acting through its office           at 1211 Avenue of the Americas, 23rd Floor, New York, NY 10036, United States of           America or any other bank or financial institution  which at any time, with the prior           written consent of the Lenders, holds the Earnings Account.             "Account Security Deed" means the  account security deed referred to in  Clause           10.1.5.            "Accounts" means, in relation to the Borrower, the consolidated financial accounts of           the  Borrower, to be  provided to  the  Agent pursuant to  Clause  12.1.1  and Clause           12.1.4.            "Additional   Collateral Owner" means any  member of the  Borrower Group that           purchases or already owns an Additional Collateral Vessel.            "Additional Collateral Vessel" means any vessel delivered no earlier than 2008, of           a type and value acceptable to the Lenders and either     to be purchased or already           owned by a member of the Borrower Group (which will become an Additional Collateral           Owner) in respect of which an Upsize Amount is requested by the Borrower, each of           which  shall  be designated a  Collateral Vessel with  effect from the  relevant Upsize           Trigger Date and together the “Additional Collateral Vessels”.            "Administration" has the meaning given to it in paragraph 1.1.3 of the ISM Code.            "Affiliate" means, in relation to any person, a Subsidiary of that person, a Holding           Company of that person or any other Subsidiary of that Holding Company.            "Annex VI" means Annex VI of the Protocol of 1997 (as subsequently amended from           time to time) to amend the International Convention for the Prevention of Pollution           from Ships 1973 (Marpol), as modified by the Protocol of 1978 relating thereto.             "Approved Broker" means each of Fearnleys, Clarkson Platou, Simpson Spence &           Young Shipbrokers Ltd and Braemar ACM Valuations Limited or such other reputable           and independent consultancy or ship broker firm approved by the Agent.            "Approved Managers" means (i) the Commercial Manager and (ii)  the Technical           Manager.            "Article 55 BRRD" means Article 55 of Directive 2014/59/EU establishing a framework           for the recovery and resolution of credit institutions and investment firms.            "Assignments" means all the forms of assignment (if relevant) referred to in Clause           10.1.2 and "Assignment" means any one of them.            "Authorisation"    means  an  authorisation,  consent,  approval,  resolution,  licence,           exemption, filing, notarisation or registration.            "Available Credit Lines" means any undrawn committed revolving credit lines, other           than  committed revolving credit  lines  with  less  than  six  (6)  months to  maturity,           available to  be drawn by  any member of the Borrower Group, as reflected in  the    LONLIVE\37980466.10                                                                        Page 2                                                                                                  





 






             Borrower's most recent quarterly management accounts forming part of the Borrower's           Accounts;            "Available Loan Amount" means, in respect of each Collateral Vessel, that part of           the Loan set out in Schedule 7 available for drawing in respect of that Collateral Vessel           at any one time.            "Bail-In Action" means the exercise of any Write-down and Conversion Powers.            "Bail-In Legislation" means:            (a)      in relation to an EEA Member Country which has implemented, or which at                    any time  implements, Article 55  BRRD, the  relevant implementing law  or                    regulation as described in the EU  Bail-In Legislation Schedule from time to                    time; and            (b)      in relation to any state other than such an EEA Member Country or (to the                    extent that the  United Kingdom is  not such an EEA Member Country) the                    United Kingdom, any analogous law or regulation from time to time which                    requires contractual recognition of any Write-down and Conversion Powers.            "Borrower Group" means the Borrower and each of its Subsidiaries.            "Break Costs" means all  sums payable by the  Borrower from time to time under           Clause 8.3.            "Business Day" means a  day on which  banks are open for business of a  nature           contemplated by this Agreement (and not authorised by law to close) in New York,           London, Stockholm, Paris, Singapore, Frankfurt and Oslo.            "Change of Control" means:            (a)      in relation to the Borrower, where any person or any two or more persons                    acting together (excluding any member of the Teekay Group) acquires the                    right  or  ability  to  control, either  directly  or  indirectly,  the  affairs or  the                    composition of the majority of the board of directors (or equivalent thereof)                    of the Borrower; and            (b)      in relation to any other Security Party, where there is a change in the legal or                    beneficial ownership of any such company from that previously advised to the                    Agent (other than where such company remains owned by members of the                    Borrower Group or the Teekay Group),             in  each case unless the  Borrower has requested the prior consent of the  Majority           Lenders to  a  change of control and  the Majority Lenders have consented to  such           request within thirty (30) days of such request being made.            "Charged Property" means all of the assets of the Security Parties which from time           to time are, or are expressed to be, the subject of the Security Documents.            "Charter" means any time charter or other contract of employment in respect of a           Collateral Vessel, whether or not already in existence, which is for a period, in excess           of, or capable of exceeding, thirty six (36) months entered into between a Collateral           Owner and a Charterer.    LONLIVE\37980466.10                                                                        Page 3                                                                                                  





 






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





 






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





 






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





 






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





 






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





 






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





 






             (c)      any  agreement   pursuant   to  the  implementation  of  any  treaty,  law  or                    regulation referred to in paragraphs (a) or (b)  above with the US Internal                    Revenue  Service, the  US  government or  any  governmental  or  taxation                    authority in any other jurisdiction.            "FATCA Application Date" means:            (a)      in relation to a "withholdable payment" described in section 1473(1)(A)(i) of                    the Code (which relates to payments of interest and certain other payments                    from sources within the US), 1 July 2014; or            (b)      in  relation to a "passthru payment" described in section 1471(d)(7) of the                    Code  not  falling  within  paragraph (a) above, the  date  from which  such                    payment may become subject to  a  deduction  or  withholding  required by                    FATCA.            "FATCA  Deduction" means      a  deduction  or withholding  from a  payment under  a           Finance Document required by FATCA.            "FATCA Exempt Party" means a Party that is entitled to receive payments free from           any FATCA Deduction.            "FATCA FFI" means a foreign financial institution as defined in section 1471(d)(4) of           the Code which, if any Finance Party is not a FATCA Exempt Party, could be required           to make a FATCA Deduction.            "Fee Letter" means any letter or letters dated on or about the date of this Agreement           between the Agent and the Borrower (or the MLAs and the Borrower) setting out any           fees referred to in Clause 9.            "Final Availability Date" means any date up to, but not including, the Maturity Date.            "Finance Documents" means this Agreement, the Master Agreements, the Security           Documents,  the  Fee  Letter,  any  Transfer  Certificate  and  any  other  document           designated as such by the Agent and the Borrower and "Finance Document" means           any one of them.            "Finance Parties" means the Agent, the MLAs, the Bookrunners, the Coordinator, the           Swap Providers, the Co-Arranger and the Lenders and "Finance Party" means any           one of them.            "Financial Indebtedness" means any indebtedness for or in respect of:            (a)      moneys borrowed;            (b)      any acceptance credit;            (c)      any bond, note, debenture, loan stock or other similar instrument;            (d)      any redeemable preference share to the extent such shares can be redeemed                    before the Maturity Date;            (e)      any finance or capital lease;            (f)      receivables sold or discounted (otherwise than on a non-recourse basis);   LONLIVE\37980466.10                                                                       Page 10                                                                                                  





 






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





 






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





 






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





 






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





 






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





 






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





 






             (c)      carry on its business from time to time.            "Participating Lenders" means any Lenders participating in  an Upsize Amount in           accordance with Clause 2.1.2.            "Party" means a party to this Agreement.             "PATRIOT    Act" means the  United  States Uniting  and  Strengthening America by           Providing   Appropriate  Tools  Required  to  Intercept  and  Obstruct  Terrorism           Improvement and Reauthorization Act of 2005 (H.R. 3199).            "Permitted Encumbrance" means (i) any Encumbrance which has the prior written           approval of the Agent acting on the   instructions of all  the Lenders or (ii) from the           Execution Date until the First Drawdown Date, any Encumbrance created pursuant to           an  Existing  Loan  Agreement or (iii) any  liens  securing obligations  incurred in  the           ordinary course of trading and/or operating a Collateral Vessel   up to an aggregate           amount at any time not exceeding five million Dollars (US$5,000,000)     in respect of           each Collateral Vessel and not more than thirty (30) days overdue.            "Permitted Upsize Lending Ratio" means sixty per cent (60%) of the Fair Market           Value of the relevant Additional Collateral Vessel(s) as at the relevant Upsize Trigger           Date.            "Pledgor" means T.I.L. Holdings Limited, a corporation incorporated under the law of           the Republic of the Marshall Islands whose registered address is at the Trust Company           Complex, Ajeltake Road, Ajeltake Island, P.O. Box 1405, Majuro, the Marshall Islands           MH96960.            "Poseidon Principles" means the financial industry framework for assessing and           disclosing the climate alignment of ship finance portfolios published on 18 June 2019           as the same may be amended or replaced (to reflect changes in  applicable law or           regulation  or  the  introduction  of, or  changes to,  mandatory requirements of the           International Maritime Organization) from time to time.            "Pre-Approved Classification Society" means any of DNV  GL,  Lloyds Register,           America Bureau of Shipping (ABS) or Bureau Veritas or such other classification society           that is  a member of the International Association of Classification Societies and is           approved by the Majority Lenders, acting reasonably.            "Pre-Approved Flag" means Marshall Islands, Norwegian International Ship Registry,           Liberia,  Cayman  Islands,  Panama,  Isle  of  Man,  Bermuda,  Bahamas,  Malta      or           Singapore.            "Proportionate  Share"  means,  at  any  time,  the  proportion  which  a     Lender's           Commitment (whether or not advanced) then bears to the aggregate Commitments of           all the Lenders (whether or not advanced) being on the Execution Date the percentage           indicated against the name of that Lender in Schedule 1.            "Protected Party" means a Finance Party which is or will be subject to any liability or           required to make any payment for or on account of Tax in relation to a sum required           or receivable (or any sum deemed for the purpose of Tax to be received or receivable)           under a Finance Document.    LONLIVE\37980466.10                                                                       Page 17                                                                                                  





 






             "Quotation Day" means, in relation to any period for which an interest rate is to be           determined two (2) Business Days before the first day of that period, unless market           practice differs in the Relevant Interbank Market, in which case the Quotation Day will           be  determined by  the  Agent  in  accordance with  market practice in  the  Relevant           Interbank Market (and if quotations would normally be given by leading banks in the           Relevant Interbank Market on more than one day, the Quotation Day will be the last           of those days).             “Reduction Date” means, in relation to each Collateral Vessel Tranche, each date on           which the  Maximum Amount of that Collateral Vessel      Tranche shall  be reduced in           accordance with Clause 3.7.            "Reference Bank Rate" means the arithmetic mean of the rates (rounded upwards           to four decimal places) as supplied to the Agent at its request by the Reference Banks           as either:            (a)      if:                     (i)      the Reference Bank is a contributor to the applicable Screen Rate;                             and                     (ii)     it consists of a single figure,                     the rate (applied to the relevant Reference Bank and the relevant currency                    and period) which contributors to the applicable Screen Rate are asked to                    submit to the relevant administrator; or            (b)      in any other case, the rate at which the relevant Reference Bank could fund                    itself in the relevant currency for the relevant period with reference to the                    unsecured wholesale funding market.             "Reference Banks" means, in relation to LIBOR, Nordea Bank Abp, New York Branch,           Swedbank AB (publ) and Citibank N.A., London Branch or such other banks as may be           appointed by the Agent in consultation with the Borrower.            "Related Fund"  in  relation to  a  fund (the "first fund"), means a  fund which  is           managed or advised by the same investment manager or investment adviser as the           first fund or, if it is managed by a different investment manager or investment adviser,           a  fund  whose  investment  manager  or  investment  adviser  is  an  Af filiate  of  the           investment manager or investment adviser of the first fund.             "Relevant  Documents"  means  the  Finance  Documents,        any   Charters  and  the           Management Agreements (if any).            "Relevant Interbank Market" means the London interbank market.            "Relevant Lender" means a Lender which has, at any time during the Facility Period,           become a signatory to the Poseidon Principles.            "Replacement Owner" means the owner (which shall be a member of the Borrower           Group) of a Replacement Vessel;            "Replacement Vessel" means (i)       any VLCC, Suezmax, Aframax, MR, LR1  or LR2           tanker vessel that is no older than, and whose Fair Market Value is no less than that    LONLIVE\37980466.10                                                                       Page 18                                                                                                  





 






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





 






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





 






             "Total Debt" means the aggregate of:            (a)      the amount calculated in accordance with GAAP shown as each of "long term                    debt", "short term debt" and "current portion of long term debt" on the latest                    consolidated balance sheet of the Borrower but excluding debt which is non-                   recourse to the Borrower, and            (b)      the amount of any liability in respect of any lease or hire purchase contract                    entered into  by  the  Borrower or any  of its  Subsidiaries which  would,  in                    accordance with GAAP, be treated as a finance or capital lease (excluding any                    amounts applicable  to  leases to  the  extent that the  lease obligations  are                    secured by  a  security deposit which  is  held  on  the  balance sheet  under                    "Restricted Cash");            "Total Loss" means:            (a)      an  actual, constructive, arranged, agreed or compromised total  loss  of a                    Collateral Vessel; or             (b)      the requisition for title or compulsory acquisition of a Collateral Vessel by any                    government or other competent authority (other than by way of requisition                    for hire); or            (c)      the  capture, seizure, arrest, detention, hijacking,  theft, condemnation as                    prize, confiscation or forfeiture of a Collateral Vessel (not falling within (b)),                    unless that Collateral Vessel is released and returned to the possession of the                    relevant Collateral Owner within 180 days after the capture, seizure, arrest,                    detention, hijacking, theft, condemnation as prize, confiscation or forfeiture                    in question.             "Transfer Certificate" means  a  certificate substantially  in  the  form set  out  in           Schedule 5 or any other form agreed between the Agent and the Borrower.            "Transfer Date" means, in relation to any Transfer Certificate, the date for the making           of the transfer specified in the schedule to such Transfer Certificate.            "Trust Property" means:            (a)      all benefits derived by the Agent from Clause 10; and            (b)      all  benefits arising under (including,  without limitation, all  proceeds of the                    enforcement of) each of the Security Documents,            with the exception of any benefits arising solely for the benefit of the Agent.            "UK Bail-In Legislation" means (to the extent that the United Kingdom is not an EEA           Member Country which has implemented, or implements, Article 55 BRRD) Part I of           the United  Kingdom Banking Act 2009 and any other law or regulation applicable in           the United Kingdom relating to the resolution of unsound or failing banks, investment           firms  or  other  financial  institutions  or  their  affiliates  (otherwise  than  through           liquidation, administration or other insolvency proceedings).            "Upsize Amount" means the amount set out in an Upsize Notice not to exceed the           lesser of (i) such  amount as  can  be  lent  without  breaching the  Permitted Upsize    LONLIVE\37980466.10                                                                       Page 21                                                                                                  





 






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





 






             “Vessel Retirement and Release Date” means the date on which a Collateral Vessel           is released pursuant to Clause 6.7.            "Write-down and Conversion Powers" means:            (a)      in relation to any Bail-In  Legislation described in  the EU Bail-In Legislation                    Schedule from time to time, the powers described as such in relation to that                    Bail-In Legislation in the EU Bail-In Legislation Schedule; and            (b)      in relation to any other applicable Bail-In Legislation:                     (i)      any powers under that Bail-In Legislation to cancel, transfer or dilute                             shares issued by a person that is a bank or investment firm or other                             financial institution or affiliate of a bank, investment firm or other                             financial institution, to cancel, reduce, modify or change the form of                             a liability of such a person or any contract or instrument under which                             that liability arises, to convert all or part of that liability into shares,                             securities or  obligations  of that  person or  any  other  person, to                             provide that any such contract or instrument is to have effect as if a                             right had been exercised under it  or to suspend any obligation  in                             respect of that  liability  or  any  of the  powers under  that  Bail-In                             Legislation that are related to or ancillary to any of those powers;                             and                     (ii)     any similar or analogous powers under that Bail-In Legislation; and            (c)      in relation to any UK Bail-In Legislation:                     (i)      any powers under that UK   Bail-In Legislation to cancel, transfer or                             dilute shares issued by a person that is a bank or investment firm or                             other financial institution  or affiliate of a bank, investment firm or                             other financial institution, to cancel, reduce, modify or change the                             form of a liability  of such a person or any contract or instrument                             under which that liability arises, to convert all or part of that liability                             into  shares, securities or obligations  of that person or any other                             person, to provide that any such contract or instrument is to have                             effect as if a right had been exercised under it or to suspend any                             obligation in respect of that liability or any of the powers under that                             UK Bail-In Legislation that are related to or ancillary to any of those                             powers; and                     (ii)     any similar or analogous powers under that UK Bail-In Legislation.   1.2      In this Agreement:            1.2.1    words denoting the plural number include the singular and vice versa;            1.2.2    words  denoting  persons  include  corporations,   companies,   partnerships,                    associations of persons (whether incorporated or not) or governmental or                    quasi-governmental bodies or authorities and vice versa;            1.2.3    references to  Recitals,  Clauses  and  Schedules are  references to  recitals,                    clauses and schedules to or of this Agreement;     LONLIVE\37980466.10                                                                       Page 23                                                                                                  





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






                               (i)      the agreements on capital requirements, a leverage ratio                                      and  liquidity  standards contained in  "Basel  III:  A  global                                      regulatory framework for more resilient banks and banking                                      systems", "Basel III: International framework for liquidity                                      risk  measurement,  standards  and  monitoring"  and                                      "Guidance    for   national   authorities  operating    the                                      countercyclical  capital  buffer"  published  by  the  Basel                                      Committee on Banking Supervision in December 2010, each                                      as amended, supplemented or restated;                              (ii)     the rules for global systemically important banks contained                                      in  "Global  systemically  important  banks:  assessment                                      methodology    and    the   additional   loss  absorbency                                      requirement   –   Rules  text"  published  by  the  Basel                                      Committee on Banking Supervision in November 2011, as                                      amended, supplemented or restated; and                              (iii)    any further guidance or standards published by the Basel                                      Committee on Banking Supervision relating to "Basel III".                     (b)      "CRD IV" means Directive 2013/36/EU of the European Parliament                             and of the Council of 26 June 2013 on access to the activity of credit                             institutions and the prudential supervision of credit institutions and                             investment firms, amending  Directive  2002/87/EC  and  repealing                             Directives 2006/48/EC and 2006/49/EC, as amended, supplemented                             or restated.                     (c)      "CRR"  means  Regulation  EU  No  575/2013  of  the  European                             Parliament  and  of  the  Council  of  26  June  2013  on  prudential                             requirements  for  credit  institutions  and  investment  firms  and                             amending Regulation EU No 648/2012, as amended, supplemented                             or restated.                     (d)      "Increased Costs" means:                              (i)      a  reduction in  the rate of return from the Loan  or on  a                                      Finance Party's (or its Affiliate's) overall capital;                              (ii)     an additional or increased cost; or                              (iii)    a  reduction  of any  amount due  and  payable under  any                                      Finance Document,                              which is incurred or suffered by a Finance Party or any of its Affiliates                             to  the  extent that  it  is  attributable to  that  Finance Party having                             entered into  any Finance Document or  funding or performing its                             obligations under any Finance Document.   8.8      Increased cost claims            8.8.1    A  Finance  Party intending  to  make a  claim  pursuant to  Clause 8.7 shall                    promptly notify the Agent of the event giving rise to the claim, following which                    the Agent shall promptly notify the Borrower.    LONLIVE\37980466.10                                                                       Page 37                                                                                                  





 






             8.8.2    Each Finance Party shall, as soon as practicable after a demand by the Agent,                    provide a certificate confirming the amount of its Increased Costs.   8.9      Exceptions to  increased  costs   Clause      8.7 does not  apply  to  the extent any           Increased Cost is:            8.9.1    compensated for by a payment made under Clause 8.12 (or would have been                    compensated for by a  payment made under Clause        8.12  but  was not  so                    compensated solely because any of the exclusions in Clause 8.12.2 applied);                    or            8.9.2    compensated for by a payment made under Clause 17.3; or            8.9.3    attributable to a FATCA Deduction required to be made by a Party; or             8.9.4    attributable to the wilful breach by the relevant Finance Party (or an Affiliate                    of that Finance Party) of any law or regulation; or            8.9.5    attributable to the implementation or application of, or compliance with, the                    "International Convergence of Capital Measurement and Capital Standards, a                    Revised  Framework"  published  by  the  Basel  Committee  on  Banking                    Supervision in June 2004 in the form existing on the date of this Agreement                    (but excluding any amendment arising out of Basel III) ("Basel II") or any                    other  law  or  regulation  which  implements  Basel  II  (whether  such                    implementation, application  or compliance is  by a  government, regulator,                    Finance Party or of its Affiliates).   8.10     Events of Default   The Borrower shall indemnify each Finance Party from time to           time, by payment to the Agent (for the account of that Finance Party) on the Agent's           written demand, against all  losses and costs incurred or sustained by that Finance           Party as a consequence of any Event of Default.    8.11     Enforcement costs   The Borrower shall pay to the Agent (for the account of each           Finance Party) on the Agent's written demand the amount of all costs and expenses           (including legal fees) incurred by a Finance Party in connection with the enforcement           of, or the preservation of any rights under, any Finance Document including (without           limitation) any losses, costs and expenses which that Finance Party may from time to           time sustain, incur or become liable for by reason of that Finance Party or other Finance           Party being a mortgagee of a Collateral Vessel and/or lender to the Borrower.  No such           indemnity  will  be  given  where any  such  loss  or  cost  has  occurred due  to  gross           negligence or wilful misconduct on the part of that Finance Party; however, this shall           not affect the right of any other Finance Party to receive such indemnity.   8.12     Taxes            8.12.1   The Borrower shall (within three (3) Business Days of demand by the Agent)                    pay to a Protected Party an amount equal to the loss, liability  or cost which                    that Protected Party determines will be or has been (directly or indirectly)                    suffered for or on  account of Tax by that  Protected Party in  respect of a                    Finance Document.            8.12.2   Clause 8.12.1 above shall not apply:    LONLIVE\37980466.10                                                                       Page 38                                                                                                  





 






                      (a)      with respect to any Tax assessed on a Finance Party:                              (i)      under the law of the jurisdiction in which that Finance Party                                      is  incorporated  or,  if  different,  the  jurisdiction  (or                                      jurisdictions)  in  which  that  Finance  Party  is  treated  as                                      resident for tax purposes; or                              (ii)     under  the  law  of the  jurisdiction  in  which  that  Finance                                      Party's Facility  Office is  located  in  respect  of  amounts                                      received or receivable in that jurisdiction,                              if that Tax is imposed on or calculated by reference to the net income                             received or receivable (but not any sum deemed to be received or                             receivable) by that Finance Party;                     (b)      to  the  extent  a  loss,  liability  or  cost  is  compensated for by  an                             increased payment under Clause 17.3; or                     (c)      to the extent a loss, liability  or cost relates to a FATCA Deduction                             required to be made by a Party.            8.12.3   A Protected Party making, or intending to make, a claim under Clause 8.12.1                    above shall  promptly notify the Agent of the event which will  give, or has                    given, rise to the claim, following which the Agent shall notify the Borrower.            8.12.4   A Protected Party shall, on receiving a payment from a Security Party under                    this Clause 8.12, notify the Agent.   8.13     Stamp taxes              8.13.1   The  Borrower shall  pay  and,  within  three (3) Business Days of demand,                    indemnify each Finance Party against any cost, loss or liability  that Finance                    Party incurs in relation to all stamp duty, registration and other similar Taxes                    payable in respect of any Finance Document.            8.13.2   Provided that  no Event  of Default has occurred and is  continuing, Clause                    8.13.1 shall  not apply in  respect of any stamp duty, registration or other                    similar Taxes which are payable in respect of an assignment, transfer or other                    alienation of any kind by a Finance Party of any of its rights and/or obligations                    under a Finance Document.   8.14     VAT            8.14.1   All amounts set out or expressed in a Finance Document to be payable by any                    Party or any Security Party to a Finance Party which (in whole or in  part)                    constitute the consideration for a supply or supplies for VAT purposes shall be                    deemed to be exclusive of any VAT which is chargeable on such supply or                    supplies, and accordingly, subject to  Clause  8.14.2, if VAT is  or becomes                    chargeable on any supply made by any Finance Party to any Party or to any                    Security Party under a Finance Document and such Finance Party is required                    to account to the relevant tax authority for the VAT, that Party or Security                    Party shall pay to the Finance Party (in addition to and at the same time as                    paying  any other consideration for such supply)  an  amount equal  to  the    LONLIVE\37980466.10                                                                       Page 39                                                                                                  





 






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





 






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





 






                               (ii)     any    withholding   statement     or   other   document,                                      authorisation or waiver as the Agent may require to certify                                      or establish the status of such Lender under FATCA or that                                      other law or regulation.            8.15.6   The Agent shall provide any withholding  certificate, withholding statement,                    document, authorisation or  waiver it  receives from a Lender pursuant to                    Clause 8.15.5 to the Borrower.            8.15.7   If any withholding certificate, withholding statement, document, authorisation                    or waiver provided to the Agent by a Lender pursuant to Clause 8.15.5 is or                    becomes materially inaccurate or  incomplete, that  Lender shall  promptly                    update  it  and  provide  such  updated  withholding  certificate, withholding                    statement, document, authorisation  or  waiver  to  the  Agent  unless  it  is                    unlawful for the Lender to do so (in  which case the Lender shall promptly                    notify the Agent).   The Agent shall  provide any such updated withholding                    certificate, withholding statement, document, authorisation or waiver to the                    Borrower.            8.15.8   The Agent may rely on any withholding  certificate, withholding statement,                    document, authorisation or  waiver it  receives from a Lender pursuant to                    Clause 8.15.5 or 8.15.7 without further verification.  The Agent shall not be                    liable for any action taken by it under or in connection with Clause 8.15.5,                    8.15.6 or 8.15.7.   8.16     FATCA Deduction            8.16.1   Each Party may make any FATCA Deduction it is required by FATCA to make,                    and any payment required in connection with that FATCA Deduction, and no                    Party shall be required to increase any payment in respect of which it makes                    such  a  FATCA  Deduction  or  otherwise  compensate the  recipient  of  the                    payment for that FATCA Deduction.            8.16.2   Each Party shall promptly, upon becoming aware that it must make a FATCA                    Deduction (or that there is any change in the rate or the basis of such FATCA                    Deduction) notify the Party to whom it is making the payment and, in addition,                    shall notify the Borrower, the Agent and the other Finance Parties.   9        Fees   9.1      Commitment fee   The Borrower shall pay to the Agent (for the account of the Lenders           in proportion to their Commitments) a fee computed at the rate of   thirty five per cent           (35%) of the relevant Margin on the undrawn and uncancelled amount of the Maximum           Amount of the Loan from time to time for the period beginning on the Execution Date           until the Final Availability Date (including, for the avoidance of doubt, on the amount           of any relevant Available Loan Amount reduced on account of a potential Collateral           Substitution for the period from the sale or Total Loss Payment Date of the Collateral           Vessel in  question to the earlier of (i) the end of the Vessel Replacement Period or           Total Loss Vessel Replacement Period (as the case may be) and (ii) the date on which           the Borrower has effected such Collateral Substitution).            The accrued commitment fees are payable on the last day of each successive period           of three months commencing from the Execution Date which ends prior to the Final   LONLIVE\37980466.10                                                                       Page 42                                                                                                  





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






                      "Replacement Benchmark" means a benchmark rate which is:                     (a)      formally designated, nominated or recommended as the replacement                             for a Screen Rate by:                              (i)      the administrator of that Screen Rate (provided that  the                                      market  or  economic  reality  that  such  benchmark  rate                                      measures is the  same as that  measured by that Screen                                      Rate); or                              (ii)     any Relevant Nominating Body,                              and  if  replacements have,  at  the  relevant  time,  been  formally                             designated, nominated or recommended under both paragraphs, the                             "Replacement  Benchmark"  will       be  the   replacement  under                             paragraph (ii) above;                     (b)      in the opinion of the Majority Lenders and the Borrower, generally                             accepted in  the international or any relevant domestic syndicated                             loan markets as the appropriate successor to that Screen Rate; or                     (c)      in  the  opinion  of  the  Majority  Lenders  and  the Borrower,  an                             appropriate successor to a Screen Rate.            15.6.2   Subject to Clause 15.5.2, any amendment or waiver which relates to:                     (a)      providing for the use of a Replacement Benchmark in relation to that                             currency in place of that Screen Rate; and                     (b)                                    (i)      aligning any provision of any Finance Document to the use                                      of that Replacement Benchmark;                              (ii)     enabling that Replacement Benchmark to be used for the                                      calculation  of  interest  under  this  Agreement (including,                                      without limitation, any consequential changes required to                                      enable  that  Replacement Benchmark to  be  used  for the                                      purposes of this Agreement);                              (iii)    implementing  market  conventions  applicable  to  that                                      Replacement Benchmark;                              (iv)     providing for appropriate fallback (and market disruption)                                      provisions for that Replacement Benchmark; or                              (v)      adjusting the pricing to reduce or eliminate, to the extent                                      reasonably practicable, any transfer of economic value from                                      one Party to another as a result of the application of that                                      Replacement Benchmark (and if any adjustment or method                                      for  calculating  any  adjustment  has  been  formally                                      designated, nominated or recommended by the  Relevant                                      Nominating Body, the adjustment shall be determined on    LONLIVE\37980466.10                                                                       Page 70                                                                                                  





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






                      (d)      the  successor of the Agent and  each of the  other parties to  this                             Agreement shall  have  the  same   rights  and  obligations  amongst                             themselves as they would have had if that  successor had been a                             party to this Agreement.            15.28.2  The Agent shall resign and the Majority Lenders (after consultation with the                    Borrower) shall appoint a successor Agent in accordance with Clause 15.28 if                    on  or  after the  date  which  is  three  months  before the  earliest  FATCA                    Application  Date relating  to any payment to  the Agent under the Finance                    Documents, either:                     (a)      the Agent fails to  respond to a request under Clause   8.15  and a                             Lender reasonably believes that the Agent will  not be (or will have                             ceased to  be)  a  FATCA  Exempt Party on  or  after that  FATCA                             Application Date;                     (b)      the  information supplied  by  the  Agent  pursuant  to  Clause 8.15                             indicates that the Agent will  not be (or will  have ceased to be) a                             FATCA Exempt Party on or after that FATCA Application Date; or                     (c)      the Agent notifies the Borrower and the Lenders that the Agent will                             not be (or will have ceased to be) a FATCA Exempt Party on or after                             that FATCA Application Date,                     and (in each case) a Lender reasonably believes that a Party will be required                    to make a FATCA Deduction that would not be required if the Agent were a                    FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to                    resign.   15.29    Replacement of the Agent            15.29.1  After consultation with  the Borrower, the Majority Lenders may, by  giving                    thirty (30) days' notice to the Agent (or, at any time the Agent is an Impaired                    Agent, by  giving  any  shorter notice determined by  the  Majority Lenders)                    replace the Agent by appointing a successor Agent.            15.29.2  The  retiring  Agent  shall  (at  its  own cost  if  it  is  an  Impaired Agent  and                    otherwise at the expense of the Lenders) make available to the successor                    Agent  such  documents and  records and  provide  such  assistance as  the                    successor Agent may reasonably request for the purposes of performing its                    function as Agent under the Finance Documents.            15.29.3  The appointment of the successor Agent shall take effect on the date specified                    in the notice from the Majority Lenders to the retiring Agent.  As from this                    date, the retiring Agent shall  be discharged from any further obligation  in                    respect of the Finance Documents (other than its  obligations under Clause                    15.29.2 but shall remain entitled to the benefit of this Clause 15  (and any                    agency fees for the account of the retiring Agent shall cease to accrue from                    (and shall be payable on) that date).            15.29.4  Any successor Agent and each of the other Parties shall have the same rights                    and obligations amongst themselves as they would have had if such successor                    had been an original Party.   LONLIVE\37980466.10                                                                       Page 79                                                                                                  





 






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





 






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





 






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





 






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





 






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





 






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





 






    22       Confidentiality   22.1     Confidential  Information   Each  Finance  Party agrees to  keep  all  Confidential           Information confidential and not to disclose it to anyone, save to the extent permitted           by Clause 22.2   and Clause  22.3, and to  ensure that all  Confidential Information is           protected with security measures and a degree of care that would apply to its own           confidential  information.  To  the  extent  that  Confidential  Information comprises           personal information of any officer, director or employee of a  Security Party, each           Finance Party agrees to  hold that personal information in accordance with any law           applicable to it.   22.2     Disclosure of Confidential Information   Any Finance Party may disclose:            22.2.1   to  any of its  Affiliates and Related Funds and any of its  or their  officers,                    directors, employees, professional advisers, auditors, insurers, reinsurers,                    insurance  advisors,  insurance  brokers,  risk  mitigation  providers,  rating                    agencies, partners and Representatives such Confidential Information as that                    Finance  Party  shall  consider  appropriate  if  any  person  to  whom  the                    Confidential Information is  to  be  given  pursuant to  this  Clause 22.2.1 is                    informed in writing  of its  confidential nature and that some or all  of such                    Confidential Information may be price-sensitive information except that there                    shall  be  no  such  requirement to  so inform if  the  recipient  is  subject to                    professional obligations to maintain the confidentiality of the information or                    is  otherwise bound  by  requirements of  confidentiality  in  relation  to  the                    Confidential Information;            22.2.2   to any person:                     (a)      to  (or through) whom it  assigns or transfers (or may potentially                             assign or transfer) all or any of its rights and/or obligations under                             one or more Finance Documents or which succeeds (or which may                             potentially succeed) it as agent or security trustee and, in each case,                             to any of that person's Affiliates, Related Funds, Representatives,                             auditors and professional advisers;                     (b)      with (or through) whom it enters into (or may potentially enter into),                             whether directly or indirectly, any sub-participation in relation to, or                             any other transaction under which payments are to be made or may                             be made by reference to, one or more Finance Documents and/or                             one or more Security Parties and to any of that person's Affiliates,                             Related Funds, Representatives, auditors and professional advisers;                     (c)      appointed by  any Finance Party or  by a  person to  whom Clause                             22.2.2(a) or 22.2.2(b) applies to receive communications, notices,                             information  or  documents  delivered  pursuant  to  the  Finance                             Documents on its behalf;                     (d)      who invests in or otherwise finances (or may potentially invest in or                             otherwise finance), directly or indirectly, any transaction referred to                             in Clause 22.2.2(a) or 22.2.2(b);                     (e)      to whom information is required or requested to be disclosed by any                             court  of  competent  jurisdiction  or  any  governmental,  banking,   LONLIVE\37980466.10                                                                       Page 86                                                                                                  





 






                               taxation or other regulatory authority or similar body, the rules of                             any relevant stock exchange or pursuant to any applicable law or                             regulation;                     (f)      to whom information is required to be disclosed in connection with,                             and for the purposes of, any litigation, arbitration, administrative or                             other investigations, proceedings or disputes;                     (g)      to whom or for whose benefit that Finance Party charges, assigns or                             otherwise creates security (or may do so) pursuant to Clause 14.7;                      (h)      who is a Party; or                     (i)      with the consent of the Borrower;                     in  each  case, such  Confidential  Information as  that  Finance  Party  shall                    consider appropriate if:                     (i)      in relation to Clauses 22.2.2(a), 22.2.2(b) and 22.2.2(c), the person                             to whom the Confidential Information is to be given has entered into                             a  Confidentiality  Undertaking  except  that  there  shall  be  no                             requirement for a  Confidentiality Undertaking if the  recipient is  a                             professional adviser and  is  subject to  professional obligations  to                             maintain the confidentiality of the Confidential Information;                     (ii)     in relation to Clause 22.2.2(d), the person to whom the Confidential                             Information  is  to  be  given  has  entered  into  a  Confidentiality                             Undertaking or is otherwise bound by requirements of confidentiality                             in  relation  to  the  Confidential  Information  they  receive  and  is                             informed that some or all of such Confidential Information may be                             price-sensitive information;                     (iii)    in relation to Clauses 22.2.2(e), 22.2.2(f) and 22.2.2(g), the person                             to whom the Confidential Information is to be given is informed of                             its  confidential nature and  that  some or  all  of such  Confidential                             Information may be price-sensitive information except that there                             shall be no requirement to so inform if, in the opinion of that Finance                             Party, it is not practicable so to do in the circumstances; and            22.2.3   to any person appointed by that Finance Party or by a person to whom Clause                    22.2.2(a)  or  22.2.2(b)  applies  to  provide  administration  or  settlement                    services in respect of one or more of the Finance Documents including without                    limitation, in relation to the trading of participations in respect of the Finance                    Documents, such Confidential Information as may be required to be disclosed                    to enable such service provider to provide any of the services referred to in                    this Clause 22.2.3 if the service provider to whom the Confidential Information                    is to be given has entered into a Confidentiality Undertaking.   22.3     Disclosure to numbering service providers            22.3.1   Any Finance Party may disclose to any national or international   numbering                    service provider appointed  by  that  Finance Party to  provide identification    LONLIVE\37980466.10                                                                       Page 87                                                                                                  





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






    Part III   MLAs       LONLIVE\37980466.10                                                                                                                                                               Page 103                                                                                                                                                                                                





 






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





 






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





 






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





 






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





 






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





 






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





 






    Part IV   Bookrunners       LONLIVE\37980466.10                                                                                                                                                               Page 110                                                                                                                                                                                                





 






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





 






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





 






                                                                                                                                                LONLIVE\37980466.10                                                                                                                                                               Page 113                                                                                                                                                                                                





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






    Schedule   Details of financial calculations          LONLIVE\37980466.10                                                                      Page 137                                                                                                  





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






     Signed by                                          )   as duly authorized                                 )   for and on behalf of                               )   Commonwealth Bank of Australia,                    )   London Branch                                      )   (as a Lender)                                      )   in the presence of:                                )         Signed by                                          )   as duly authorized                                 )   for and on behalf of                               )   DNB Capital LLC                                    )   (as a Lender)                                      )   in the presence of:                                )         Signed by                                          )   as duly authorized                                 )   for and on behalf of                               )   ING Bank N.V., London Branch                       )   (as a Lender)                                      )   in the presence of:                                )         Signed by                                          )   as duly authorized                                 )   for and on behalf of                               )   KfW IPEX-Bank GmbH                                 )   (as a Lender)                                      )   in the presence of:                                )         Signed by                                          )   as duly authorized                                 )   for and on behalf of                               )   National Australia Bank Limited                    )   (as a Lender)                                      )   in the presence of:                                )         LONLIVE\37980466.10                                                                      Page 152                                                                                                  





 






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





 






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





 






     Signed by                                          )   as duly authorized                                 )   for and on behalf of                               )   Commonwealth Bank of Australia,                    )   London Branch                                      )   (as a MLA)                                         )   in the presence of:                                )         Signed by                                          )   as duly authorized                                 )   for and on behalf of                               )   DNB Markets, Inc.                                  )   (as a MLA)                                         )   in the presence of:                                )         Signed by                                          )   as duly authorized                                 )   for and on behalf of                               )   ING Bank N.V., London Branch                       )   (as a MLA)                                         )   in the presence of:                                )         Signed by                                          )   as duly authorized                                 )   for and on behalf of                               )   KfW IPEX-Bank GmbH                                 )   (as a MLA)                                         )   in the presence of:                                )         Signed by                                          )   as duly authorized                                 )   for and on behalf of                               )   National Australia Bank Limited                    )   (as a MLA)                                         )   in the presence of:                                )         LONLIVE\37980466.10                                                                      Page 155                                                                                                  





 






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





 






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





 






    Signed by                                         )  as duly authorized                                )  for and on behalf of                              )  KfW IPEX-Bank GmbH                                )  (as a Swap Provider)                              )  in the presence of:                                  )            Signed by                                         )  as duly authorized                                )  for and on behalf of                              )  National Australia Bank Limited                   )  (as a Swap Provider)                              )  in the presence of:                                          )             Signed by                                          )   as duly authorized                                 )   for and on behalf of                               )   Skandinaviska Enskilda Banken AB (publ)            )   (as a Swap Provider)                               )   in the presence of:                                )               Signed by                                          )   as duly authorized                                 )   for and on behalf of                               )   ABN AMRO Bank N.V.                                 )   (as a Swap Provider)                               )   in the presence of:                                )            LONLIVE\37980466.10                                                                      Page 158                                                                                                  





 






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