Exhibit 4.3


 


Material marked [*] has been omitted
pursuant to a request for confidential treatment. This material has been filed with the Commission separately.


 


 


 


 


 


 


FACILITY AGREEMENT




USD 2,000,000,000

COMMITTED LIQUIDITY FACILITY


for


EKSPORTFINANS ASA


with

DNB BANK ASA, DANSKE BANK, Norwegian Branch and

NORDEA BANK NORGE ASA

as Original Lenders


and


DNB
BANK ASA

acting as Agent


 


 


 


 


Dated 21 June 2013




    	 



    	 



    


TABLE OF CONTENT





	1	DEFINITIONS AND INTERPRETATION	4
	2	THE FACILITY	13
	3	PURPOSE	13
	4	CONDITIONS OF UTILISATION	13
	5	UTILISATION – REVOLVING LOANS	14
	6	UTILISATION – REPURCHASE TRANSACTIONS	15
	7	REPURCHASE TRANSACTIONS	17
	8	REPAYMENT	18
	9	PREPAYMENT AND CANCELLATION	19
	10	INTEREST	20
	11	INTEREST PERIODS	21
	12	CHANGES TO THE CALCULATION OF INTEREST	21
	13	FEES	23
	14	TAX GROSS UP AND INDEMNITIES	23
	15	INCREASED COSTS	25
	16	OTHER INDEMNITIES	26
	17	MITIGATION BY THE LENDERS	27
	18	COSTS AND EXPENSES	28
	19	SECURITY	28
	20	REPRESENTATIONS	31
	21	INFORMATION UNDERTAKINGS	33
	22	GENERAL UNDERTAKINGS	34
	23	EVENTS OF DEFAULT	35
	24	CHANGES TO THE PARTIES	37
	25	ROLE OF THE AGENT	37
	26	CONDUCT OF BUSINESS BY THE FINANCE PARTIES	41
	27	SHARING AMONG THE FINANCE PARTIES	41
	28	PAYMENT MECHANICS	43
	29	SET-OFF	45
	30	FA ACT	45
	31	NOTICES	45
	32	CALCULATIONS AND CERTIFICATES	47
	33	PARTIAL INVALIDITY	47








    	 



    	 



    





	34	REMEDIES AND WAIVERS	47
	35	AMENDMENTS AND WAIVERS	47
	36	COUNTERPARTS	48
	37	GOVERNING LAW AND JURISDICTION	48



 


SCHEDULES: 


	SCHEDULE 1:	THE ORIGINAL LENDERS AND COMMITMENTS
	 	 
	SCHEDULE 2:	CONDITIONS PRECEDENT
	 	 
	SCHEDULE 3:	REQUESTS
	 	Part I: Form of Utilisation Request – Revolving Loans
	 	Part II: Form of Utilisation Request – Repurchase Transactions
	 	 
	SCHEDULE 4:	FORM OF COMPLIANCE CERTIFICATE
	 	 
	SCHEDULE 5:	FORM OF SECURITY DOCUMENTS 
	 	 
	SCHEDULE 6:	FORM OF MASTER REPURCHASE AGREEMENT
	 	 




    	 	3



    	 



    







THIS FACILITY AGREEMENT is dated 21 June 2013 and made between:


		(1)	EKSPORTFINANS ASA, Dronning Maudsgate 15, N-0250 Oslo, Norway, company registration number
816 521 423 (the “Company”);



		(2)	THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The Original Lenders and Commitments)
as lenders (the “Original Lenders”);



		(3)	DNB BANK ASA as agent of the other Finance Parties (the “Agent”); and



		(4)	DNB BANK ASA, DANSKE BANK A/S and NORDEA BANK FINLAND PLC as repurchase transaction
counterparties (the “Repurchase Counterparties”).



 


BACKGROUND:


		(A)	On 24 June 2011 the Company and the Original Lenders entered into a USD 2,000,000,000 buy/sell
back facility agreement, which agreement was subsequently amended by an amendment agreement dated 22 June 2012 (the “Existing
Facility Agreement”).



		(B)	The Existing Facility Agreement terminates on 23 June 2013 and the Original Lenders and the Repurchase
Counterparties have now agreed to make available a new committed back-stop liquidity facility in the amount of USD 2,000,000,000
to the Company on the terms and conditions set out herein.



 


 


IT IS AGREED as follows:


		1	DEFINITIONS AND INTERPRETATION



		1.1	Definitions



In this Agreement:


“Accounting Date”
means each 31 March, 30 June, 30 September and 31 December in any financial year.


“Affiliate” means,
in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding
Company.


“Agent’s Spot Rate of
Exchange” means the Agent’s spot rate of exchange for the purchase of USD in the London foreign exchange market
at or about 12:00 noon on a particular day.


“Agreed Security Documents”
has the meaning given to that term in Clause 19.1 (Security definitions).




    	 	4



    	 



    

“Agreement” means
this facility agreement, as it may be amended, supplemented and varied in writing from time to time, including its Schedules.


“Authorisation” means
an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.


“Availability Period”
means the period from and including the date of this Agreement to and including the Termination Date.


“Available Commitment”
means a Lender’s Commitment minus:


		a)	the amount of its participation in any Utilisations;



		b)	in relation to any proposed Utilisation, the amount of its participation in any Utilisation that
are due to be made on or before the proposed Utilisation Date,



other than that Lender’s participation
in any Utilisations that are due to be repaid or prepaid on or before the proposed Utilisation Date.


“Available Facility”
means the aggregate for the time being of each Lender’s Available Commitment.


“Break Costs” means
the amount (if any) by which:


		a)	the interest (excluding the applicable Margin) which a Lender should have received for the period
from the date of receipt of all or any part of its participation in a Revolving Loan or Unpaid Sum to the last day of the current
Interest Period in respect of that Revolving Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the
last day of that Interest Period;



exceeds:


		b)	the amount which that Lender would be able to obtain by placing an amount equal to the principal
amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the
Business Day following receipt or recovery and ending on the last day of the current Interest Period.



“Business Day” means:


		a)	in relation to any Repurchase Transaction, the meaning given to that term in each Master Repurchase
Agreement; and



		b)	in relation to any Revolving Loans, a day (other than a Saturday or Sunday) on which banks are
open for general business in London, New York and Oslo.



“Commitment” means:


		a)	in relation to a Lender, the amount set opposite its name under the heading “Commitment”
in Schedule 1 (The Original Lenders and Commitments); and





    	 	5



    	 



    

		b)	in relation to any other Lender, the amount any Commitment transferred to it under this Agreement,



to the extent not cancelled, reduced
or transferred by it under this Agreement.


“Companies Act” means
the Norwegian Public Limited Companies Act of 13 June 1997 No. 45 (No. allmennaksjeloven).


“Compliance Certificate”
means a certificate substantially in the form set out in Schedule 4 (Form of Compliance Certificate).


“Confirmation” has
the meaning given to that term in each Master Repurchase Agreement.


“Default” means an
Event of Default or any event or circumstance specified in Clause 23 (Events of Default) which would (with the expiry of
a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of
the foregoing) be an Event of Default.


“Deposit Account”
means an interest bearing bank-deposit account to be opened by the Company with the Agent for the purpose of depositing prepayments
received in respect of any Eligible EFIN Loans being subject to Revolving Loan Security.


“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 Facility (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.


“ECB” means the European
Central Bank.


“Eligible EFIN Debtors”
has the meaning given to that term in Clause 19.1 (Security definitions).


“Eligible EFIN Loans”
has the meaning given to that term in Clause 19.1 (Security definitions).


“Eligible Securities”
means:




    	 	6



    	 



    

		a)	any Securities that from time to time are eligible as collateral in Norges Bank or ECB; and



		b)	any other Securities as may be accepted in writing by the Agent from time to time (acting on the
instructions of the Repurchase Counterparties).



“Event of Default”
means any event or circumstance specified as such in Clause 23 (Events of Default) and paragraph 10 (Events of Default)
of each Master Repurchase Agreement.


“FA Act” means the
Norwegian Financial Agreements Act of 25 June 1999 No. 46 (No. finansavtaleloven).


“FAF Act” means the
Norwegian Act on Financing Activity and Financial Institutions of 10 June 1988 No. 40 (No. finansieringsvirksomhetsloven).


“Facility” means
the facility made available under this Agreement as described in Clause 2 (The Facility).


“Facility Office”
means the office or offices notified by a 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.


“Finance Document”
means this Agreement, any Security Document, any Master Repurchase Agreement (including any Confirmation, schedule and/or other
document thereunder) and any other document designated as such by the Agent and the Company.


“Finance Party” means
the Agent, a Repurchase Counterparty or a Lender.


“Financial Indebtedness”
means any indebtedness for or in respect of:


		a)	moneys borrowed;



		b)	any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;



		c)	any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures,
loan stock or any similar instrument;



		d)	the amount of any liability in respect of any lease or hire purchase contract which would, in accordance
with GAAP, be treated as a finance or capital lease;



		e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse
basis);



		f)	any amount raised under any other transaction (including any forward sale or purchase agreement)
having the commercial effect of a borrowing;



		g)	any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary
letter of credit or any other instrument issued by a bank or financial institution; and





    	 	7



    	 



    

		h)	(without double counting) the amount of any liability in respect of any guarantee or indemnity
for any of the items referred to in paragraphs a) to g) above (both inclusive).



“GAAP” means generally
accepted accounting principles in Norway, including IFRS.


“Holding Company”
means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.


“IFRS” means international
accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.


“Interest Period”
means, in relation to a Revolving Loan, each period determined in accordance with Clause 11 (Interest Periods) and, in relation
to an Unpaid Sum, each period determined in accordance with Clause 10.3 (Default interest).


“Interpolated Screen Rate”
means, in relation to LIBOR for any Utilisation, 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 Interest Period of that Loan; and



		b)	the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which
exceeds the Interest Period of that Loan,



each at or about 12:00 noon on the Quotation
Day for the offering of deposits in the currency of that Utilisation and for a period equal in length to the Interest Period for
that Utilisation.


“Lender” means:


		a)	an Original Lender; and



		b)	any bank, financial institution, trust, fund or other entity which has become a Party in accordance
with Clause 24 (Changes to the Parties),



which in each case has not ceased to
be a Lender in accordance with the terms of this Agreement.


“LIBOR” means in
relation to any Utilisation:


		a)	the applicable Screen Rate;



		b)	(if no Screen Rate is available for the Interest Period of that Loan) the Interpolated Screen Rate
for that Loan; or



		c)	if:



		(i)	no Screen Rate is available for the currency of that Loan; or



		(ii)	no Screen Rate is available for the Interest Period of that Loan and it is not possible to calculate
an Interpolated Screen Rate for that Loan,





    	 	8



    	 



    

the Reference Bank Rate,


at or about, in case of paragraphs a)
and b) above, 12:00 noon on the Quotation Day for the offering of deposits in the currency of that Utilisation and for a period
equal in length to the Interest Period for that Utilisation.


“Majority Lenders”
means:


		a)	if there are no Utilisation then outstanding,
                                         a Lender or Lenders whose Commitments aggregate more than 662/3%
                                         of the Commitments (or, if the Commitments have been reduced to zero, aggregated more
                                         than 662/3% of the Commitments immediately prior to the reduction);
                                         or



		b)	at any other time, a Lender or Lenders whose participations in the Utilisations then outstanding
aggregate more than 662/3% of all the Utilisations then outstanding.



“Margin” means: [*].


“Margin Ratio”
has the meaning given to that term in each Master Repurchase Agreement.


“Market Value” has
the meaning given to that term in each Master Repurchase Agreement.


“Master Repurchase
Agreement” the 2000 version of the English law TBMA/ISMA Global Master Repurchase Agreement in the form set out in Schedule
6 (Form of Master Repurchase Agreement), including any Confirmations, schedules or other documents thereunder, to be
entered into by the Company and each Repurchase Counterparty for the purpose of entering into Repurchase Transactions under the
Facility.


“Material
Adverse Effect” means a material adverse effect on:


		a)	the ability of the Company to perform its obligations under the Finance Documents; or



		b)	the validity or enforceability of, or the effectiveness or ranking of any Security granted or purporting
to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance
Documents.



“Norges Bank” means
the Central Bank of Norway.


“Original Financial Statements”
means the audited consolidated financial statements of the Company for the financial year ended 31 December 2012.


“Party” means a party
to this Agreement.


“Pricing Rate” has
the meaning given to that term in each Master Repurchase Agreement.


“Purchase Date” has
the meaning given to that term in each Master Repurchase Agreement.


“Purchase Price”
has the meaning given to that term in each Master Repurchase Agreement.




    	 	9



    	 



    

“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).


“Reference Bank Rate”
means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the
Reference Banks as the rate at which the Reference Banks could borrow funds in the London interbank market for the relevant period,
were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and
for that period.


“Reference Banks”
means the principal offices of DNB Bank ASA, Nordea Bank Norge ASA and Danske Bank, Norwegian Branch and/or such other banks as
may be appointed by the Agent in consultation with the Company.


“Relevant Interbank Market”
means the London interbank market.


“Repeating Representations”
means each of the representations set out in Clause 20 (Representations) (other than Clause 20.7 (No proceedings pending
or threatened)).


“Repurchase Date”
has the meaning given to that term in each Master Repurchase Agreement.


“Repurchase Price”
has the meaning given to that term in each Master Repurchase Agreement.


“Repurchase Proportion”
means, in relation to a Repurchase Counterparty and in respect of any Repurchase Transaction, the proportion (expressed as a percentage)
borne by that Repurchase Counterparty or its Affiliates’ Available Commitment to the Available Facility immediately prior
to the entering into of that Repurchase Transaction.


“Repurchase Transaction”
has the meaning given to that term in each Master Repurchase Agreement.


“Revolving Loan”
means a revolving loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.


“Revolving Loan Proportion”
means, in relation to a Lender and in respect of any Revolving Loan, the proportion (expressed as a percentage) borne by that Lender’s
Available Commitment to the Available Facility immediately prior to the Utilisation of that Revolving Loan, adjusted to reflect
any assignment or transfer under this Agreement to or by that Lender.


“Revolving Loan Security”
has the meaning given to that term in Clause 19.1 (Security definitions).


“Rollover Loan” means
one or more Revolving Loans:


		a)	made or to be made on the same day that a maturing Revolving Loan is due to be repaid;



		b)	the aggregate amount of which is equal to or less than the maturing Revolving Loan; and





    	 	10



    	 



    

		c)	made or to be made for the purpose of refinancing a maturing Revolving Loan.



“Screen Rate” means
the London interbank offered rate administered by the British Bankers Association (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 Reuters screen (or any replacement
Reuters page which displays that rate) on the appropriate page of such other information service which publishes that rate from
time to time in place of Reuters. If such page or service ceases to be available, the Agent may specify another page or service
displaying the relevant rate after consultation with the Company.


“Securities” has
the meaning given to that term in each Master Repurchase Agreement.


“Security” has the
meaning given to that term in Clause 19.1 (Security definitions).


“Security Addressees”
has the meaning given to that term in Clause 19.1 (Security definitions).


“Security Documents"
has the meaning given to that term in Clause 19.1 (Security definitions).


“Security Market Value”
has the meaning given to that term in Clause 19.1 (Security definitions).


“Security Ratio”
has the meaning given to that term in Clause 19.1 (Security definitions).


“Subsidiary” means
a subsidiary (No. datterselskap) within the meaning of Section 1-3 of the Companies Act.


“Tax” means any tax,
levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection
with any failure to pay or any delay in paying any of the same).


“Term” has the meaning
given to that term in each Master Repurchase Agreement.


“Termination Date”
means the date falling three hundred and sixty-four (364) days from the date of this Agreement.


“Total Commitments”
means the aggregate of the Commitments, being USD 2,000,000,000 at the date of this Agreement


“Unpaid Sum” means
any sum due and payable but unpaid by the Company under the Finance Documents.


“USD” means the lawful
currency of the United States of America.


“Utilisation” means
a Repurchase Transaction or a Revolving Loan.


“Utilisation Date”
means the date of a Utilisation, being the date on which the relevant Repurchase Transaction is being entered into or the relevant
Revolving Loan is to be made.


“Utilisation Request”
means a request substantially in the relevant form set out in Schedule 3 (Requests).




    	 	11



    	 



    

“VAT” means value
added tax as provided for in the Value Added Tax Act of 19 June 2009 no. 58 (No. merverdiavgiftsloven) and any other tax
of a similar nature.


		1.2	Construction



		a)	Unless a contrary indication appears, any reference in this Agreement to:



		(i)	the “Agent”, any “Repurchase Counterparty”, any “Finance
Party”, any “Lender” or any “Party” shall be construed so as to include its successors
in title, permitted assigns and permitted transferees;



		(ii)	“assets” includes present and future properties, revenues and rights of every
description;



		(iii)	a “Finance Document” or any other agreement or instrument is a reference to
that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;



		(iv)	“indebtedness” includes any obligation (whether incurred as principal or as
surety) for the payment or repayment of money, whether present or future, actual or contingent;



		(v)	a “person” includes any individual, firm, company, corporation, government,
state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate
legal personality);



		(vi)	a “regulation” includes any regulation, rule, official directive, request or
guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department
or regulatory, self-regulatory or other authority or organisation;



		(vii)	a Utilisation made or to be made to the Company includes a Repurchase Transaction entered into
by the Company;



		(viii)	a provision of law is a reference to that provision as amended or re-enacted; and



		(ix)	a time of day is a reference to Oslo time unless specified otherwise.



		b)	Section, Clause and Schedule headings are for ease of reference only.



		c)	Unless a contrary indication appears, a term used in any other Finance Document or in any notice
given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.



		d)	A Default and an Event of Default is “continuing” if it has not been remedied
or waived.



		e)	An amount borrowed includes any amount utilised by way of Repurchase Transaction.



		f)	Amounts outstanding under this Agreement include amounts outstanding under or in respect of any
Repurchase Transaction.





    	 	12



    	 



    

		1.3	Master Repurchase Agreement



In case of any conflict between the
provisions of this Agreement and a Master Repurchase Agreement entered into hereunder, the provisions of this Agreement shall prevail.


		2	THE Facility



		2.1	The Facility



Subject to the terms of this Agreement
and the relevant Master Repurchase Agreement, the Lenders and the Repurchase Counterparties make available to the Company a committed
liquidity facility in an aggregate amount equal to the Total Commitments, which may be utilised by the Company as follows:


		a)	by way of Revolving Loans with the Lenders; and



		b)	by way of entering into Repurchase Transactions with each Repurchase Counterparty.



		2.2	Finance Parties’ rights and obligations



		a)	The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance
Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance
Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.



		b)	The rights of each Finance Party under or in connection with the Finance Documents are, subject
to provisions related to the Majority Lenders’ decisions as set out herein, separate and independent rights and any debt
arising under the Finance Documents to a Finance Party from the Company shall be a separate and independent debt.



		c)	A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its
rights under the Finance Documents.



		3	PURPOSE



		3.1	Purpose



The Company shall
apply all amounts utilised under this Facility as a back-stop liquidity facility.


		3.2	Monitoring



No Finance Party is bound to monitor
or verify the application of any amount utilised by the Company pursuant to this Agreement.


		4	CONDITIONS OF UTILISATION



		4.1	Initial conditions precedent



		a)	The Company may not deliver a Utilisation Request unless the Agent has received:



		(i)	all of the documents and other evidence listed in Part I of Schedule 2 (Conditions precedent);



		(ii)	in relation to any Revolving Loan, all of the documents and other evidence listed in Part II of
Schedule 2 (Conditions precedent); and





    	 	13



    	 



    

		(iii)	in relation to any Repurchase Transaction, all of the documents and other evidence listed in Part
III of Schedule 2 (Conditions precedent),



each in a form and substance
satisfactory to the Agent. The Agent shall notify the Company and the Lenders promptly upon being so satisfied.


		b)	In addition, the Company shall, as soon as possible and in any event no later than fifteen (15)
Business Days (unless a shorter period has been agreed in writing with the Agent (acting on the instructions of the Lenders)) prior
to the Company’s delivery of a Utilisation Request pursuant to paragraph a)(ii) above, provide to the Agent any and all finance
documents relating to potential Eligible EFIN Loans which are proposed by the Company to become subject to Revolving Loan Security,
so that the Agent and its advisors have sufficient time to undertake and perform necessary investigation and analysis of such documents.



		4.2	Further conditions precedent



The Lenders will only
be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the
proposed Utilisation Date:


		a)	in relation to any Revolving Loan, evidence satisfactory to the Lenders that the Security Ratio
is equal to or higher than one hundred and ten per cent. (110.00%) on and immediately after the proposed Utilisation Date;



		b)	in relation to any Repurchase Transaction, evidence satisfactory to the Repurchase Counterparties
that the Margin Ratio is equal to or higher than one hundred and ten per cent. (110.00%) on and immediately after the proposed
Utilisation Date; and



		c)	in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed
Revolving Loan and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation.



		4.3	Maximum number of Utilisations



		a)	The Company may not deliver a Utilisation Request if as a result of the proposed Utilisation more
than five (5) Revolving Loans would be outstanding.



		b)	The Company may not request that a Repurchase Transaction be entered into if, as a result of the
proposed Utilisation, more than five (5) Repurchase Transactions with each Repurchase Counterparty would be outstanding.



		5	UTILISATION – revolving loans



		5.1	Delivery of a Utilisation Request



The Company may utilise the Facility
by way of Revolving Loans by delivery to the Agent of a duly completed Utilisation Request not later than 10:00 hours three (3)
Business Days prior to the proposed Utilisation Date.


		5.2	Completion of a Utilisation Request



		a)	Each Utilisation Request for a Revolving Loan is irrevocable and will not be regarded as having
been duly completed unless:





    	 	14



    	 



    

		(i)	it specifies it is for a Revolving Loan;



		(ii)	the proposed Utilisation Date is a Business Day within the Availability Period;



		(iii)	the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);
and



		(iv)	the proposed Interest Period complies with Clause 11 (Interest Periods).



		b)	Only one (1) Revolving Loan may be requested in each Utilisation Request.



		5.3	Currency and amount



		a)	The currency specified in a Utilisation Request must be in USD.



		b)	The amount of the proposed Revolving Loan must be a minimum of USD 50,000,000 or, if less, the
Available Facility.



		5.4	Lenders’ participation



		a)	If the conditions set out in this Agreement have been met, each Lender shall make its participation
in each Revolving Loan available by the Utilisation Date through its Facility Office.



		b)	The amount of each Lender’s participation in each Revolving Loan will be equal to the proportion
borne by its Available Commitment to the Available Facility immediately prior to making the Revolving Loan.



		5.5	Cancellation of Commitment



The Commitments which,
at that time, are unutilised shall be automatically cancelled at the end of the Availability Period.


		6	Utilisation – Repurchase transactions



		6.1	Delivery of a Utilisation Request for Repurchase Transactions



The Company may request a Repurchase
Transaction to be entered into by delivery to the Agent of a duly completed Utilisation Request not later than 10:00 hours five
(5) Business Days prior to the proposed Purchase Date.


		6.2	Completion of a Utilisation Request for Repurchase Transactions



Each Utilisation Request for a Repurchase
Transaction is irrevocable and will not be regarded as having been duly completed unless:


		a)	it specifies that it is for a Repurchase Transaction;



		b)	the proposed Utilisation Date is a Business Day within the Availability Period;



		c)	the currency and amount of the Utilisation comply with Clause 6.3 (Currency and amount –
Repurchase Transactions);





    	 	15



    	 



    

		d)	the Term is thirty (30) days or less and does not end on a date falling after the Termination Date;



		e)	it contains a list of all Eligible Securities held by the Company which are available for a Repurchase
Transaction.



		6.3	Currency and amount – Repurchase Transactions



		a)	The currency of a Repurchase Transaction specified in a Utilisation Request must be in USD.



		b)	The aggregate utilisation amount requested by the Company in a Utilisation Request for a Repurchase
Transaction must be a minimum of USD 50,000,000 (and integral multiples of USD 10,000,000) or, if less, the Available Commitment.



		6.4	Repurchase Counterparties’ participation



		a)	If the conditions set out in this Agreement and each Master Repurchase Agreement have been met,
each Repurchase Counterparty shall, based on the Agent’s notification set out in paragraph c) below, enter into a Repurchase
Transaction with the Company equal to its Repurchase Proportion on the Utilisation Date.



		b)	Promptly upon receipt of a Utilisation Request, the Agent shall distribute to the Repurchase Counterparties
a copy of the list of Eligible Securities delivered by the Company to the Agent pursuant to paragraph e) of Clause 6.2 (Completion
of a Utilisation Request for Repurchase Transactions), whereafter the Agent shall (unless otherwise directed by the Repurchase
Counterparties in accordance with sub-paragraph (ii)(C) below) decide which Eligible Securities that shall be subject to Repurchase
Transactions and the Agent shall also, based on the Repurchase Proportions:



		(i)	determine the quantity and type of Eligible Securities that shall be the subject of a Repurchase
Transaction between the Company and each Repurchase Counterparty;



		(ii)	calculate the Purchase Price and Repurchase Price (acting in good faith and in accordance with
its customary procedures, and using recognised independent pricing services) under each Repurchase Transaction to be entered into
with the Company and each Repurchase Counterparty,



so that:


		(A)	the Margin Ratio for each Repurchase Counterparty (taking the proposed Utilisation into account)
will be equal to or higher than one hundred and ten per cent. (110.00%);



		(B)	the Margin Ratio for all Repurchase Counterparties will, to the extent practicably possible, be
matching; and



		(C)	unless otherwise agreed by and between the Repurchase Counterparties in relation to all
                                                               Eligible Securities subject to Repurchase Transactions, the quantity and type of Eligible Securities will, to the extent
                                                               practicably possible, be equally distributed
between the Repurchase Counterparties and in accordance with their Repurchase Proportion.





    	 	16



    	 



    


		c)	Following its decisions and calculations set out in paragraph b) above, the Agent shall no later
than 10:00 hours three (3) Business Days prior to the proposed Purchase Date, instruct each Repurchase Counterparty (with a copy
to the Company) that it shall enter into a Repurchase Transaction with the Company, specifying:



		(i)	the specific quantity and type of Eligible Securities which shall be the subject of a Repurchase
Transaction between the Company and that Repurchase Counterparty;



		(ii)	the Purchase Price under that Repurchase Transaction; and



		(iii)	all other terms and conditions set out in the Utilisation Request received by the Agent,



and each Repurchase Counterparty
will then enter into such Repurchase Transaction.


		d)	Subject to Clause 4.1 (Initial conditions precedent), each Repurchase Counterparty will
only be obliged to comply with paragraph c) above, if on the date of the Utilisation Request and on the proposed Utilisation Date:



		(i)	in the case of a new Repurchase Transaction no Default is continuing or would result from the proposed
Utilisation and in respect of a Repurchase Transaction already outstanding which is to be renewed or extended, no Event of Default
is outstanding; and



		(ii)	no “Tax Event” (as defined in each Master Repurchase Agreement) would occur as a result
from the proposed Utilisation.



		7	Repurchase transactions



		7.1	Eligible Securities



		a)	The Company may only enter into Repurchase Transactions if the underlying Securities constitute
Eligible Securities.



		b)	If, on any date, any Securities purchased under a Repurchase Transaction made under any Master
Repurchase Agreement cease to be Eligible Securities (“Non-Eligible Securities”), the Company shall substitute
such Non-Eligible Securities for other Eligible Securities. Any such substitution shall be effected in accordance with the provisions
of paragraph 8 (Substitution) of the relevant Master Repurchase Agreement.



		7.2	Term and Repurchase Date



The Term of any Repurchase Transaction
may not exceed thirty (30) days, and the Repurchase Date may not fall on a date after the Termination Date.




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		7.3	Pricing Rate



The Pricing Rate on
each Repurchase Transaction is the percentage rate per annum which is the aggregate of:


		a)	the applicable Margin; and



		b)	LIBOR.



		7.4	Margin Ratio and margin maintenance



		a)	All Repurchase Transactions shall have a Margin Ratio equal to or higher than one hundred and ten
per cent. (110.00%).



		b)	Margin maintenance shall take place in accordance with paragraph 4 (Margin Maintenance)
of each Master Repurchase Agreement.



		7.5	Changes to the calculation of Margin Ratio etc



If a Repurchase Counterparty
determines in good faith, that it is unable to obtain funding of its participation in a Utilisation in respect of a Repurchase
Transaction at:


		a)	a reference/repo rate equal to or lower than LIBOR, then the Pricing Rate as set out in Clause
7.3 (Pricing Rate) for that Repurchase Transaction shall be the aggregate of the (i) reference/repo rate at which that Repurchase
Counterparty is able to fund its participation, and (ii) the applicable Margin; and/or



		b)	a margin ratio of the relevant Eligible Securities applicable to such Repurchase Transaction equal
to or lower than the requirements set out in Clause 7.4 (Margin Ratio and Margin maintenance) above, then the Margin
Ratio for that Repurchase Transaction shall be equal to the terms and conditions of which the relevant Repurchase Counterparty
is able to fund its participation.



The Repurchase Counterparty shall notify
the other Repurchase Counterparties of such changes to the calculation.


		8	REPAYMENT



		8.1	Repayment of Revolving Loans



		a)	Each Revolving Loan shall be repaid on the last day of its Interest Period.



		b)	Without prejudice to the Company’s obligation under paragraph a) above, if one or more Revolving
Loans are to be made available to the Company:



		(i)	on the same day that a maturing Revolving Loan is due to be repaid;



		(ii)	in whole or in part for the purpose of refinancing the maturing Revolving Loan;



the aggregate amount of the new
Revolving Loans shall be treated as if applied in or towards repayment of the maturing Revolving Loan so that:




    	 	18



    	 



    

		(A)	if the amount of the maturing Revolving Loan exceeds the aggregate amount of the new Revolving
Loans:



		(1)	the Company will only be required to pay an amount equal to that excess; and



		(2)	each Lender’s participation (if any) in the new Revolving Loans shall be treated as having
been made available and applied by the Company in or towards repayment of that Lender’s participation (if any) in the maturing
Revolving Loan and that Lender will not be required to make its participation in the Revolving Loan available in cash; and



		(B)	if the amount of the maturing Revolving Loan is equal to or less than the aggregate amount of the
Revolving Loan:



		(1)	the Company will not be required to make any payment in cash; and



		(2)	each Lender will be required to make its participation in the Revolving Loan available in cash
only to the extent that its participation (if any) in the new Revolving Loan exceeds that Lender’s participation (if any)
in the maturing Revolving Loan and the remainder of that Lender’s participation in the new Revolving Loans shall be treated
as having been made available and applied by the Company in or towards repayment of that Lender’s participation in the maturing
Revolving Loan.



		9	PREPAYMENT AND CANCELLATION



		9.1	Illegality



If it becomes unlawful in any applicable
jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation
in any Revolving Loan:


		a)	that Lender shall promptly notify the Agent upon becoming aware of that event;



		b)	upon the Agent notifying the Company, the Commitment of that Lender will be immediately cancelled;
and



		c)	the Company shall repay that Lender’s participation in the Revolving Loans made to that Company
on the last day of the Interest Period for each Revolving Loan occurring after the Agent has notified the Company or, if earlier,
the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace
period permitted by law).



		9.2	Security Ratio – mandatory prepayment of Revolving Loans



If the Security Ratio:




    	 	19



    	 



    

		a)	at any time is lower than one hundred and ten per cent. (110%); and



		b)	has not been remedied in accordance with paragraph a) of Clause 19.2 (Security Ratio),



then the Company shall
promptly repay Revolving Loans in an aggregate amount so that the Security Ratio will be equal to or higher than one hundred and
ten per cent. (110%) following such repayment.


		9.3	Voluntary cancellation



The Company may, if it gives the Agent
not less than five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the
whole or any part (being a minimum amount of USD 50,000,000) of an Available Facility. Any cancellation under this Clause 9.3 shall
reduce the Commitments of the Lenders rateably under that Facility.


		9.4	Voluntary prepayment of Revolving Loans



The Company may, if it gives the Agent
not less than five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the
whole or any part of a Revolving Loan (but if in part, by a minimum amount of USD 50,000,000).


		9.5	Restrictions



		a)	Any notice of cancellation or prepayment given by any Party under this Clause 9 shall be irrevocable
and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation
or prepayment is to be made and the amount of that cancellation or prepayment.



		b)	Any prepayment under this Agreement shall be made together with accrued interest on the amount
prepaid and, subject to any Break Costs, without premium or penalty.



		c)	Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid
may be reborrowed in accordance with the terms of this Agreement.



		d)	The Company shall not repay or prepay all or any part of the Revolving Loans or cancel all or any
part of the Commitments except at the times and in the manner expressly provided for in this Agreement.



		e)	No amount of the Commitments cancelled under this Agreement may be subsequently reinstated.



		f)	If the Agent receives a notice under this Clause 9 it shall promptly forward a copy of that notice
to either the Company or the affected Lender, as appropriate.



		10	INTEREST



		10.1	Calculation of interest



		a)	The rate of interest on each Revolving Loan is the percentage rate per annum which is the aggregate
of:



		(i)	the applicable Margin; and





    	 	20



    	 



    

		(ii)	LIBOR.



		b)	Effective interest pursuant to Section 46 of the FA Act has been calculated by the Agent as set
out in a separate notice from the Agent to the Company.



		10.2	Payment of interest



The Company shall pay accrued interest
on Revolving Loans on the last day of each Interest Period (and, if the Interest Period is longer than six (6) months, on the dates
falling at six-monthly intervals after the first day of the Interest Period).


		10.3	Default interest



If the Company 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 up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph b) below, is two
per cent. (2%) higher than the rate which would have been payable if the overdue amount had, during the period of non-payment,
constituted a Revolving Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected
by the Agent (acting reasonably). Any interest accruing under this Clause 10.3 shall be immediately payable by the Company on demand
by the Agent.


		10.4	Notification of rates of interest



The Agent shall promptly notify the
Lenders and the Company of the determination of a rate of interest under this Agreement.


		11	INTEREST PERIODS



		11.1	Selection of Interest Periods



		a)	The Company may select an Interest Period for a Revolving Loan in the Utilisation Request for that
Revolving Loan.



		b)	Subject to this Clause 11, the Company may select an Interest Period of one (1), three (3) or six
(6) months or any other period agreed between the Company and the Agent (acting on the instructions of all the Lenders), provided,
however, that the Company may not choose more than four (4) one-month Interest Periods in any calendar year.



		c)	An Interest Period for a Revolving Loan shall not extend beyond the Termination Date.



		d)	A Revolving Loan has one (1) Interest Period only.



		11.2	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).


		12	CHANGES TO THE CALCULATION OF INTEREST



		12.1	Absence of quotations



Subject to Clause 12.2 (Market disruption),
if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 11:00 hours
on the Quotation Day, the applicable LIBOR shall be determined
on the basis of the quotations of the remaining Reference Banks.




    	 	21



    	 



    


		12.2	Market disruption



		a)	If a Market Disruption Event occurs in relation to a Utilisation for any Interest Period, then
the rate of interest on the affected Finance Party’s share of that Utilisation shall be the percentage rate per annum which
is the sum of:



		(i)	the Margin; and



		(ii)	the rate notified to the Agent by that Finance Party as soon as practicable and in any event before
interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost
to that Finance Party of funding its participation in that Utilisation from whatever source it may reasonably select.



		b)	In this Agreement, “Market Disruption Event” means:



		(i)	at or about noon on the Quotation Day 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; or



		(ii)	before close of business in London on the Quotation Day for the relevant Interest Period, the Agent
receives notifications from a Finance Party (whose participations in a Utilisation exceed fifty per cent. (50.00%), of that Utilisation)
that the cost to it of obtaining matching deposits in the Relevant Interbank Market would be in excess of LIBOR.



		c)	The Agent shall (on behalf of the other Finance Parties) notify the Company as soon as reasonably
possible after becoming aware of a Market Disruption Event.



		12.3	Alternative basis of interest or funding



		a)	If a Market Disruption Event occurs and the Agent or the Company so requires, the Agent and the
Company shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis
for determining the rate of interest.



		b)	Any alternative basis agreed pursuant to paragraph a) above shall, with the prior consent of all
the Lenders and the Company, be binding on all Parties.



		12.4	Break Costs



		a)	The Company shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance
Party its Break Costs attributable to all or any part of a Utilisation or Unpaid Sum being paid by the Company on a day other than
the last day of an Interest Period or for that Loan or Unpaid Sum.



		b)	Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate
confirming the amount of its Break Costs for any Interest Period in which they accrue.





    	 	22



    	 



    

		13	FEES



		13.1	Commitment fee



		a)	[*].



		b)	The accrued commitment fee is payable on the last day of each successive period of three (3) months
which ends during the relevant Availability Period, on the last day of the Availability Period and, if cancelled in full, on the
cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.



		13.2	Arrangement fee



[*].


		13.3	Agency fee



[*].


		14	TAX GROSS UP AND INDEMNITIES



		14.1	Definitions



		a)	In this Clause 14:



“Tax Credit”
means a credit against, relief or remission for, or repayment of any Tax.


“Tax Deduction”
means a deduction or withholding for or on account of Tax from a payment under a Finance Document.


“Tax Payment”
means either the increase in a payment made by the Company to a Finance Party under Clause 14.2 (Tax gross-up) or a payment
under Clause 14.3 (Tax indemnity).


		b)	Unless a contrary indication appears, in this Clause 14 a reference to “determines”
or “determined” means a determination made in the absolute discretion of the person making the determination.



		14.2	Tax gross-up



		a)	The Company shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction
is required by law.



		b)	The Company must, promptly upon becoming aware that the Company must make a Tax Deduction (or that
there is any change in the rate or the basis of a Tax Deduction), notify the Agent accordingly. Similarly, a Lender shall notify
the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender,
it must notify the Company.



		c)	If a Tax Deduction is required by law to be made by the Company, the amount of the payment due
from the Company will be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which
would have been due if no Tax Deduction had been required.





    	 	23



    	 



    

		d)	If the Company is required to make a Tax Deduction, it must make that Tax Deduction and any payment
required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.



		e)	Within thirty (30) days of making either a Tax Deduction or any payment required in connection
with that Tax Deduction, the Company must deliver to the Agent for the Finance Party entitled to the payment evidence reasonably
satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the
relevant taxing authority.



		f)	A Lender and the Company which makes a payment to which that Lender is entitled shall co-operate
in completing any procedural formalities necessary for the Company to obtain authorisation to make that payment without a Tax Deduction.



		14.3	Tax indemnity



		a)	The Company must (within three (3) Business Days of demand by the Agent) pay to a Finance Party
an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly)
suffered for or on account of Tax by that Finance Party in respect of a Finance Document.



		b)	Paragraph a) above shall not apply:



		(i)	with respect to any Tax assessed on a Finance Party;



		(A)	under the law of the jurisdiction in which that Finance Party is incorporated or, if different,
the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or



		(B)	under the law of the jurisdiction in which that Finance Party’s Facility Office is located
in respect of amounts received or receivable in that jurisdiction,



if that Tax is imposed on or calculated
by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party;
or


		(ii)	to the extent a loss, liability or cost:



		(A)	is compensated for by any increased payment under Clause 14.2 (Tax gross-up); or



		(B)	would have been compensated for by an increased payment under Clause 14.2 (Tax gross-up)
but was not so compensated solely because the exclusions in paragraph d) of Clause 14.2 (Tax gross-up) applied.



		c)	A Finance Party making, or intending to make, a claim under paragraph a) above must promptly notify
the Agent of the event which will give, or has given, rise to the claim, following which the Agent must notify the Company.





    	 	24



    	 



    

		d)	A Finance Party shall, on receiving a payment from the Company under this Clause 14, notify the
Agent.



		14.4	Tax Credit



		a)	If the Company makes a Tax Payment and the relevant Finance Party determines that:



		(i)	a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part,
or to that Tax Payment; and



		(ii)	that Finance Party has obtained, utilised and retained a Tax Credit,



then that Finance Party must
pay an amount to the Company which that Finance Party determines will leave it (after that payment) in the same after-Tax position
as it would have been in had the Tax Payment not been required to be made by the Company.


		14.5	Stamp taxes



The Company 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.


		14.6	VAT



		a)	All amounts set out, or expressed in a Finance Document to be payable by any Party under a Finance
Document to a Finance Party which (in whole or in part) constitute the consideration for any supply or supplies for VAT purposes
are deemed to be exclusive of any VAT which is or becomes chargeable on such supply or supplies, and accordingly, subject to paragraph
b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and the
Finance Party is required to account for the VAT, that Party must 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 amount of such VAT (and such Finance Party must promptly
provide an appropriate VAT invoice to that Party).



		b)	Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs
or expenses, that Party shall also at the same time reimburse or indemnify (as the case may be) that Finance Party against all
VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines
that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from
the relevant tax authority in respect of the VAT.



		15	INCREASED COSTS



		15.1	Increased costs



		a)	Subject to Clause 15.3 (Exceptions) the Company shall, within three (3) Business Days of
a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party
or any of its Affiliates as a result of:



		(i)	the introduction of or any change in (or in the interpretation, administration or application of)
any law or regulation; or





    	 	25



    	 



    

		(ii)	compliance with any law or regulation made after the date of this Agreement.



		b)	In this Agreement:



“Increased
Costs” means:


		(i)	a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s)
overall capital;



		(ii)	an additional or increased cost; or



		(iii)	a reduction of any amount due and payable under any Finance Document,



which is incurred or suffered
by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its
Commitment or funding or performing its obligations under any Finance Document.


		15.2	Increased cost claims



		a)	A Finance Party intending to make a claim pursuant to Clause 15 (Increased costs) shall
notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Company.



		b)	Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate
confirming the amount of its Increased Costs.



		15.3	Exceptions



Clause 15 (Increased
costs) does not apply to the extent any Increased Cost is:


		a)	attributable to a deduction or withholding for or on account of Tax from a payment under a Finance
Document required by law to be made by the Company;



		b)	compensated for by Clause 14.2 (Tax gross-up) or Clause 14.2 (Tax indemnity); or



		c)	attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or
regulation.



		16	OTHER INDEMNITIES



		16.1	Currency indemnity



		a)	If any sum due from the Company under the Finance Documents (a “Sum”), or any
order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”)
in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:



		(i)	making or filing a claim or proof against the Company;



		(ii)	obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration
proceedings,





    	 	26



    	 



    

the Company
shall as an independent obligation, within three (3) Business Days of demand, indemnify each Finance Party to whom that Sum is
due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the
rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange
available to that person at the time of its receipt of that Sum.


		b)	The Company waives any right it may have in any jurisdiction to pay any amount under the Finance
Documents in a currency or currency unit other than that in which it is expressed to be payable.



		16.2	Other indemnities



The Company shall, within three (3)
Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result
of:


		a)	the occurrence of any Event of Default;



		b)	a failure by the Company 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 27 (Sharing among the Finance Parties);



		c)	funding, or making arrangements to fund, its participation in a Utilisation requested by the Company
in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other
than by reason of default or negligence by that Finance Party alone);



		d)	a Revolving Loan (or part of a Revolving Loan) not being prepaid in accordance with a notice of
prepayment given by the Company.



		16.3	Indemnity to the Agent



The Company shall promptly indemnify
the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:


		a)	investigating any event which it reasonably believes is a Default; or



		b)	acting or relying on any notice, request or instruction which it reasonably believes to be genuine,
correct and appropriately authorised.



		17	MITIGATION BY THE LENDERS



		17.1	Mitigation



		a)	Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate
any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant
to, any of Clause 9.1 (Illegality), Clause 14 (Tax gross-up and indemnities) or Clause 15 (Increased costs)
including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility
Office.





    	 	27



    	 



    

		b)	Paragraph a) above does not in any way limit the obligations of the Company under the Finance Documents.



		17.2	Limitation of liability



		a)	The Company shall indemnify each Finance Party for all costs and expenses reasonably incurred by
that Finance Party as a result of steps taken by it under Clause 17.1 (Mitigation).



		b)	A Finance Party is not obliged to take any steps under Clause 17.1 (Mitigation) if, in the
opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.



		18	COSTS AND EXPENSES



		18.1	Transaction expenses



The Company shall promptly on demand
pay the Agent and the Original Lenders the amount of all costs and expenses (including legal fees) reasonably incurred by any of
them in connection with the negotiation, preparation, printing and execution of:


		a)	this Agreement and any other documents referred to in this Agreement; and



		b)	any other Finance Documents executed after the date of this Agreement.



		18.2	Amendment costs



If the Company requests an amendment,
waiver or consent, the Company shall, within three (3) Business Days of demand, reimburse the Agent for the amount of all costs
and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with
that request or requirement.


		18.3	Enforcement costs



The Company shall, within three (3)
Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that
Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.


		19	Security



		19.1	Security definitions



In this Agreement:


“Agreed Security Documents”
means the security documents in the agreed form as set out in Schedule 5 (Form of Security Documents).


“Bank Guaranteed Loan”
means any loan provided by the Company, where all the obligations and liabilities of the relevant borrower(s) are guaranteed by
an Original Lender or any of its Affiliates.


“Eligible EFIN Debtor”
means a borrower and/or a guarantor under any Eligible EFIN Loans.


“Eligible EFIN Loans”
means any:


		a)	Bank Guaranteed Loans;





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		b)	GIEK/Bank Guaranteed Loans;



		c)	GIEK Guaranteed Loans;



		d)	Municipality Loans; and/or



		e)	Savings Bank Loans,



which may be subject to Revolving Loan
Security under this Agreement, provided that, in each case:


		(i)	the Lenders have given their prior written consent;



		(ii)	the loan has a maturity date falling after the Termination Date; and



		(iii)	there are no assignment restrictions under that loan in respect of the Eligible EFIN Debtors (or
such assignment has been accepted by the relevant parties).



“GIEK” means Garanti-Instituttet
for eksportkreditt, company registration number 974 760 908.


“GIEK Guaranteed Loan”
means any loan provided by the Company, where all the obligations and liabilities of the relevant borrower(s) are guaranteed
by GIEK.


“GIEK/Bank Guaranteed Loans”
means a loan provided by the Company, where all the obligations and liabilities of the relevant borrower(s) together are guaranteed
by GIEK and one or more Original Lender(s) (or any of its/their Affiliates).


“Municipality Loan”
means any loan provided by the Company to Norwegian municipalities and which are not on the ROBEK list (No. Register om betinget
godkjenning og kontroll).


“Revolving Loan Security”
means any Security created or expressed to be created in favour of the Agent (on behalf of the Lenders) pursuant to the Security
Documents.


“Savings Banks Loan”
means any loan provided by the Company to Norwegian savings bank (No. sparebanker).


“Security” means
a mortgage, charge, pledge, lien, assignment or other security interest securing any obligation of any person or any other agreement
or arrangement having a similar effect.


“Security Addressees”
the Eligible EFIN Debtors and other addressees in respect of notices or similar documents under the Security Documents.


“Security Documents"
means all the security documents, including notices to the Security Addressees, entered into by the Company as security provider
and the Agent as security holder or agent on behalf of the Lenders based on the Agreed Security Documents creating or expressed
to create Security over all or any part of the Company’s assets.


“Security Ratio”
means, from time to time, the aggregate of:




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		a)	the principal amount of all monetary claims (which shall be converted into USD at the Agent’s
Spot Rate of Exchange) under all Eligible EFIN Loans subject to Security under the Security Documents, less any scheduled repayments
(which shall be converted into USD at the Agent’s spot Rate Of Exchange) to be made under each Eligible EFIN Loan prior to
the Termination date; and



		b)	any amount deposited in the Deposit Account (which shall be converted into USD at the Agent’s
Spot Rate of Exchange),



measured as a percentage
of all Utilisations outstanding in respect of Revolving Loans.


		19.2	Security



		a)	The Company shall ensure that the Security Ratio at all times is equal to or higher than one hundred
and ten per cent. (110.00%), and if the Security Ratio falls below the said threshold, the Company shall promptly and no later
than within ten (10) days ensure that (i) additional Revolving Loan Security is provided or (ii) additional amounts are deposited
on the Deposit Account, so that the Security Ratio will be equal to or higher than one hundred and ten per cent. (110%) following
delivery of such additional Revolving Loan Security or deposit.



		b)	To the extent required to ensure compliance with the requirements as to Security Ratio in paragraph
a) above, all the obligations and liabilities of the Company under the Finance Documents in respect of Revolving Loans shall at
all times until all amounts due to the Finance Parties under the Finance Documents have been paid and/or repaid in full be secured
by:



		(i)	Bank Guaranteed Loans;



		(ii)	GIEK/Bank Guaranteed Loans;



		(iii)	GIEK Guaranteed Loans;



		(iv)	Municipality Loans;



		(v)	any amount deposited on the Deposit Account; and



		(vi)	to the extent accepted by Agent from time to time (acting on the instructions of the Lenders),
Savings Banks Loans.



		c)	Subject to and in accordance with the Agreed Security Documents, the Company shall promptly do
all such acts and execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as
the Agent may reasonably specify (and in such form as the Agent may reasonably require):



		(i)	to perfect the Security created or intended to be created under or evidenced by the Security Documents
or for the exercise of any rights, powers and remedies of the Agent provided by or pursuant to the Finance Documents or by law;
and





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		(ii)	to facilitate the realisation of the assets which are, or are intended to be, the subject of the
Security.



		d)	The Company shall take all such action as is available to it (including making all filings and
registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred
or intended to be conferred on the Agent pursuant to the Finance Documents.



		19.3	Prepayments under the Eligible EFIN Loans



The Company shall ensure that any prepayments
made under any Eligible EFIN Loan subject to Revolving Loan Security be paid and deposited in the Deposit Account, provided,
however, that amounts deposited on the Deposit Account exceeding an amount necessary to comply with Clause 19.2 (Security)
shall be released to the Company.


		20	REPRESENTATIONS



		20.1	General



The Company makes
the representations and warranties set out in this Clause 20 and clause 9 (Representations) of each Master Repurchase Agreement
to each Finance Party.


		20.2	Status



It is a public limited
liability company (No. allmennaksjeselskap) under the Companies Act and a financial institution (No. finansinstitusjon)
under the FAF Act, duly incorporated and validly existing under the law of its Norway.


		20.3	Binding obligations



		a)	The obligations expressed to be assumed by it under the Finance Documents are legal, valid, binding
and enforceable obligations; and



		b)	(without limiting the generality of paragraph a) above), each Security Document creates the security
interests which that Security Document purports to create and those security interests are valid and effective.



		20.4	Non-conflict with other obligations



The entry into and performance by it
of, and the transactions contemplated by, the Finance Documents and the granting of the Revolving Loan Security pursuant to the
Agreed Security Documents do not and will not conflict with:


		a)	any law or regulation applicable to it;



		b)	its constitutional documents; or



		c)	any agreement or instrument binding upon it or constitute a default or termination event (however
described) under any such agreement or instrument.





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		20.5	Power and authority



		a)	It has the power to enter into, perform and deliver, and has taken all necessary action to authorise
its entry into, performance and delivery of, the Finance Documents to which it is or will be a party and the transactions contemplated
by those Finance Documents.



		b)	No limit on its powers will be exceeded as a result of the borrowing, grant of security or giving
of guarantees or indemnities contemplated by the Finance Documents.



		20.6	Pari passu ranking



Its payment obligations under the Finance
Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations
mandatorily preferred by law applying to companies generally.


		20.7	No proceedings pending or threatened



Save for what has been disclosed by
the Company to the Original Lenders prior to the date of this Agreement, no litigation, arbitration or administrative proceedings
or investigations of, or before, any court, arbitral body or agency which, if adversely determined, are reasonably likely to have
a Material Adverse Effect have (to the best of its knowledge and belief (having made due and careful enquiries)) been started or
threatened against it.


		20.8	Security



No Security exists
over any of the present or future assets of the Company securing the obligations of the Company under the Finance Documents.


		20.9	Ranking



The Revolving Loan Security has or will
have the ranking in priority which it is expressed to have in the Security Documents, i.e. first ranking priority, and it is not
subject to any prior ranking or pari passu ranking Security.


		20.10	Negative pledge provisions



		a)	The entry into and performance of the transactions contemplated by any Finance Document does not
and will not breach any negative pledge, non-disposal covenant or other restriction imposed on the Company.



		b)	The entry into and performance of the transactions contemplated by each Master Repurchase Agreement
do not and will not constitute the creation of Security under any agreement, document or provision which is binding upon the Company.



		20.11	Times when representations made



		a)	All the representations and warranties in this Clause 20 and clause 9 of each Master Repurchase
Agreement are made by the Company on the date of this Agreement and the relevant Master Repurchase Agreement.



		b)	The Repeating Representations and the repeating representations under each Master Repurchase Agreement
are deemed to be made by the Company on the date of each Utilisation Request, on each Utilisation Date, on the first day of each
Interest Period, on each Purchase Date, on each Repurchase Date and on each date of the Security Documents.





    	 	32



    	 



    

		c)	Each representation or warranty deemed to be made after the date of this Agreement shall be deemed
to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.



		21	INFORMATION UNDERTAKINGS



The undertakings in this Clause 21 remain
in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment
is in force.


		21.1	Financial statements



		a)	The Company shall supply to the Agent in sufficient copies for all the Lenders:



		(i)	as soon as the same become available, but in any event within one hundred and twenty (120) days
after the end of each of its financial years, its audited financial statements for that financial year; and



		(ii)	as soon as the same become available after the end of each consecutive three (3) month period ending
on an Accounting Date, but in any event within sixty (60) days after the end of such period, its audited (or, to the extent audited
accounts are not produced, unaudited) financial statements for that three (3) month period.



		b)	The Company may satisfy its obligation under this Clause 21.1 to deliver its financial statements
by posting this information into the electronic website of the Company.



		21.2	Compliance Certificate



		a)	The Company shall supply to the Agent, with each set of financial statements delivered pursuant
to paragraph a) or b) of Clause 21.1 (Financial statements), a Compliance Certificate setting out (in reasonable detail)
computations as to compliance with Clause 19 (Security) as at the date as at which those financial statements were drawn
up.



		b)	Each Compliance Certificate shall be signed by the CEO or the CFO of the Company.



		21.3	Requirements as to financial statements



		a)	Each set of financial statements delivered by the Company pursuant to Clause 21.1 (Financial
statements) shall be certified by a CEO or CFO of Company as fairly representing its financial condition as at the date as
at which those financial statements were drawn up.



		b)	The Company shall procure that each set of financial statements delivered pursuant to Clause 20.1
(Financial statements) is prepared using GAAP.



		21.4	Information: miscellaneous



The Company shall supply to the Agent
(in sufficient copies for all the Lenders, if the Agent so requests):


		a)	promptly upon becoming aware of them, the details of any litigation, arbitration or administrative
proceedings which are current, threatened or pending against the Company, and which might, if adversely determined, have a Material
Adverse Effect; and





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		b)	promptly, such further information regarding the financial condition, business and operations of
the Company as any Finance Party (through the Agent) may reasonably request.



		21.5	Notification of default



		a)	The Company shall notify the Agent of any Default (and the steps, if any, being taken to remedy
it) promptly upon becoming aware of its occurrence.



		b)	Promptly upon a request by the Agent, the Company shall supply to the Agent a certificate signed
by two (2) of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing,
specifying the Default and the steps, if any, being taken to remedy it).



		22	GENERAL UNDERTAKINGS



The undertakings in this Clause 22 remain
in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment
is in force.


		22.1	Authorisations



The Company shall promptly:


		a)	obtain, comply with and do all that is necessary to maintain in full force and effect; and



		b)	supply certified copies to the Agent of,



any Authorisation required under any
law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents and
to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance
Document.


		22.2	Compliance with laws



The Company shall comply in all respects
with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations
under the Finance Documents.


		22.3	Negative pledge



The Company shall
not create or permit to subsist any Security over any Revolving Loan Security other than as created or permitted under the Finance
Documents.


		22.4	Disposals



The Company shall
not enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to
sell, lease, transfer or otherwise dispose of any Eligible EFIN Loans subject to Revolving Loan Security unless otherwise permitted
by this Agreement.


		22.5	Merger



The Company shall not enter into any
amalgamation, demerger, merger or corporate reconstruction which may have a Material Adverse Effect.




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		22.6	Change of business



The Company shall procure that no substantial
change is made to the general nature of the business of the Company from that carried on at the date of this Agreement if such
change may have a Material Adverse Effect.


		23	EVENTS OF DEFAULT



Each of the events or circumstances
set out in this Clause 23 is an Event of Default (save for Clause 23.10 (Acceleration)).


		23.1	Non-payment



The Company does not pay on the due
date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable
unless:


		a)	its failure to pay is caused by:



		(i)	administrative or technical error; or



		(ii)	a Disruption Event; and



		b)	payment is made within five (5) Business Days of its due date.



		23.2	Other obligations



		a)	The Company does not comply with any provision of the Finance Documents (other than those referred
to in Clause 23.1 (Non-payment)).



		b)	No Event of Default under paragraph a) above will occur if the failure to comply is capable of
remedy and is remedied within fifteen (15) Business Days of the earlier of (x) the Agent giving notice to the Company or (y) the
Company becoming aware of the failure to comply.



		23.3	Misrepresentation



Any representation or statement made
or deemed to be made by the Company in the Finance Documents or any other document delivered by or on behalf of the Company under
or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made
or deemed to be made.


		23.4	Cross default



		a)	Any Financial Indebtedness of the Company is not paid when due nor within any originally applicable
grace period.



		b)	Any Financial Indebtedness of the Company is declared to be or otherwise becomes due and payable
prior to its specified maturity as a result of an event of default (however described).



		c)	Any commitment for any Financial Indebtedness of the Company is cancelled or suspended by a creditor
of the Company as a result of an event of default (however described).





    	 	35



    	 



    

		d)	Any creditor of the Company becomes entitled to declare any Financial Indebtedness of the Company
due and payable prior to its specified maturity date as a result of an event of default (however described).



		e)	No Event of Default will occur under this Clause 23.4 if the aggregate amount of Financial Indebtedness
or commitment for Financial Indebtedness falling within paragraphs a) to d) above is less than USD 10,000,000 (or its equivalent
in any other currency or currencies).



		23.5	Insolvency



		a)	The Company is, or for the purpose of applicable law is deemed to be, unable to pay its debts as
they fall due or becomes insolvent or admits inability or intention not to pay its debts as they fall due.



		b)	The Company suspends making payments on any of its debts or, by reason of actual or anticipated
financial difficulties, commences negotiations with its creditors with a view to rescheduling any of its indebtedness.



		c)	A moratorium is declared in respect of any indebtedness of the Company.



		23.6	Insolvency proceedings



Any corporate action, legal proceedings
or other procedure or step is taken in relation to:


		a)	the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration
or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Company;



		b)	a composition, compromise, assignment or arrangement with any creditor of the Company;



		c)	the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager
or other similar officer in respect of the Company or any of its assets; or



		d)	enforcement of any Security over any assets of the Company,



or any analogous procedure or step is
taken in any jurisdiction.


		23.7	Unlawfulness



It is or becomes unlawful for the Company
to perform any of its obligations under the Finance Documents.


		23.8	Licence under the FAF Act



The Company loses its licence to operate
as a financial institution under the FAF Act.


		23.9	Breach of Master Repurchase Agreement



Any Event of Default (as defined in
each Master Repurchase Agreement) caused by the Company under a Master Repurchase Agreement occurs.




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		23.10	Acceleration



On and at any time after the occurrence
of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Company:


		a)	cancel the Commitments whereupon they shall immediately be cancelled;



		b)	declare that all or part of the Utilisations, together with accrued interest, and all other amounts
accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due
and payable; and/or



		c)	declare that all or part of the Utilisations be payable on demand, whereupon they shall immediately
become payable on demand by the Agent on the instructions of the Majority Lenders.



		24	CHANGES TO THE PARTIES



		24.1	Assignment or transfer by Lenders



Subject to all Lenders’
consent and the consent of the Company (such approval not to be unreasonably withheld or delayed), a Lender may assign or transfer
any of its rights and obligations to another bank or financial institution which is regularly engaged in or established for the
purpose of making, purchasing or investing in loans, securities or other financial assets.


		24.2	No assignment by Company



The Company may not assign or transfer
any of its rights or obligations under the Finance Documents.


		25	ROLE OF THE AGENT



The provisions set out in this Clause
25 are not applicable to any of the Master Repurchase Agreements. 


		25.1	Appointment of the Agent



		a)	Each other Finance Party appoints the Agent to act as its agent under and in connection with the
Finance Documents.



		b)	Each other Finance Party authorises the Agent to execute and enforce each Finance Document to be
executed and/or enforced by the Agent on its behalf.



		c)	Each other Finance Party authorises the Agent to exercise the rights, powers, authorities and discretions
specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers,
authorities and discretions.



		25.2	Duties of the Agent



		a)	The Agent shall promptly forward to a Party the original or a copy of any document which is delivered
to the Agent for that Party by any other Party.



		b)	Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review
or check the adequacy, accuracy or completeness of any document it forwards to another Party.





    	 	37



    	 



    

		c)	If the Agent receives notice from a Party referring to this Agreement, describing a Default and
stating that the circumstance described is a Default, it shall promptly notify the Finance Parties.



		d)	If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee
payable to a Finance Party (other than the Agent) under this Agreement it shall promptly notify the other Finance Parties.



		e)	The Agent’s duties under the Finance Documents are solely mechanical and administrative in
nature.



		25.3	No fiduciary duties



		a)	Nothing in this Agreement constitutes the Agent as a trustee or fiduciary of any other person.



		b)	The Agent shall not be bound to account to any Lender for any sum or the profit element of any
sum received by it for its own account.



		25.4	Business with the Company



The Agent may accept deposits from,
lend money to and generally engage in any kind of banking or other business with the Company.


		25.5	Rights and discretions of the Agent



		a)	The Agent may rely on:



		(i)	any representation, notice or document believed by it to be genuine, correct and appropriately
authorised; and



		(ii)	any statement made by a director, authorised signatory or employee of any person regarding any
matters which may reasonably be assumed to be within his knowledge or within his power to verify.



		b)	The Agent may assume (unless it has received notice to the contrary in its capacity as agent for
the Lenders) that:



		(i)	no Default has occurred (unless it has actual knowledge of a Default arising under Clause 23.1
(Non-payment)); and



		(ii)	any right, power, authority or discretion vested in any Party or the Majority Lenders has not been
exercised.



		c)	The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors
or other experts.



		d)	The Agent may act in relation to the Finance Documents through its personnel and agents.



		e)	The Agent may disclose to any other Party any information it reasonably believes it has received
as agent under this Agreement.





    	 	38



    	 



    

		f)	Notwithstanding any other provision of any Finance Document to the contrary, the Agent is not obliged
to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach
of a fiduciary duty or duty of confidentiality.



		25.6	Majority Lenders’ instructions



		a)	Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right,
power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or,
if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent)
and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction
of the Majority Lenders.



		b)	Unless a contrary indication appears in a Finance Document, any instructions given by the Majority
Lenders will be binding on all the Finance Parties.



		c)	The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or,
if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with
any associated VAT) which it may incur in complying with the instructions.



		d)	In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the
Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.



		e)	The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s
consent) in any legal or arbitration proceedings relating to any Finance Document.



		25.7	Responsibility for documentation



The Agent is not responsible for:


		a)	the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied
by the Agent, the Company or any other person given in or in connection with any Finance Document or the Information Memorandum;
or



		b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any
other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document.



		25.8	Exclusion of liability



		a)	Without limiting paragraph b) below, the Agent will not be liable for any action taken by it under
or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.



		b)	No Party (other than the Agent) may take any proceedings against any officer, employee or agent
of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer,
employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this Clause.





    	 	39



    	 



    

		c)	The Agent will not be liable for any delay (or any related consequences) in crediting an account
with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon
as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system
used by the Agent for that purpose.



		d)	Nothing in this Agreement shall oblige the Agent to carry out any “know your customer”
or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Agent that it is solely responsible
for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the
Agent.



		25.9	Lenders’ indemnity to the Agent



Each Lender shall (in proportion to
its share of the Commitments or, if the Commitments are then zero, to its share of the Commitments immediately prior to their reduction
to zero) indemnify the Agent, within three (3) Business Days of demand, against any cost, loss or liability incurred by the Agent
(otherwise than by reason of the Agent’s gross negligence or wilful misconduct) in acting as Agent under the Finance Documents
(unless the Agent has been reimbursed by the Company pursuant to a Finance Document).


		25.10	Confidentiality



		a)	In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency
division which shall be treated as a separate entity from any other of its divisions or departments.



		b)	If information is received by another division or department of the Agent, it may be treated as
confidential to that division or department and the Agent shall not be deemed to have notice of it.



		25.11	Relationship with the Lenders



The Agent may treat
each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received
not less than five (5) Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement.


		25.12	Credit appraisal by the Lenders



Without affecting the responsibility
of the Company for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to
the Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation
of all risks arising under or in connection with any Finance Document including but not limited to:


		a)	the financial condition, status and nature of the Company;



		b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any
other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance
Document;



		c)	whether that Lender has recourse, and the nature and extent of that recourse, against any Party
or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by
the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under
or in connection with any Finance Document; and





    	 	40



    	 



    


		d)	the adequacy, accuracy and/or completeness of the Information Memorandum and any other information
provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated
by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under
or in connection with any Finance Document.



		25.13	Reference Banks



If a Reference Bank (or, if a Reference
Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with the
Company) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.


		25.14	Deduction from amounts payable by the Agent



If any Party owes an amount to the Agent
under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any
payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted
in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having
received any amount so deducted.


		26	CONDUCT OF BUSINESS BY THE FINANCE PARTIES



No provision of this Agreement will:


		a)	interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever
manner it thinks fit;



		b)	oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available
to it or the extent, order and manner of any claim; or



		c)	oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise)
or any computations in respect of Tax.



		27	SHARING AMONG THE FINANCE PARTIES



		27.1	Payments to Finance Parties



If a Finance Party (a “Recovering
Finance Party”) receives or recovers any amount from the Company other than in accordance with Clause 28 (Payment
mechanics) and applies that amount to a payment due under the Finance Documents then:


		a)	the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt
or recovery to the Agent;



		b)	the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering
Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance
with Clause 28 (Payment mechanics), without taking account of any
Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and





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		c)	the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay
to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent
determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 28.4
(Partial payments).



		27.2	Redistribution of payments



The Agent shall treat the Sharing Payment
as if it had been paid by the Company and distribute it between the Finance Parties (other than the Recovering Finance Party) in
accordance with Clause 28.4 (Partial payments).


		27.3	Recovering Finance Party’s rights



		a)	On a distribution by the Agent under Clause 27.2 (Redistribution of payments), the Recovering
Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution.



		b)	If and to the extent that the Recovering Finance Party is not able to rely on its rights under
paragraph a) above, the Company shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is
immediately due and payable.



		27.4	Reversal of redistribution



If any part of the Sharing Payment received
or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:


		a)	each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause
27.2 (Redistribution of payments) shall, upon request of the Agent, pay to the Agent for account of that Recovering Finance
Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse
that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is
required to pay); and



		b)	that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall
be cancelled and the Company will be liable to the reimbursing Finance Party for the amount so reimbursed.



		27.5	Exceptions



		a)	This Clause 27 shall not apply to the extent that the Recovering Finance Party would not, after
making any payment pursuant to this Clause, have a valid and enforceable claim against the Company.



		b)	A Recovering Finance Party is not obliged to share with any other Finance Party any amount which
the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:



		(i)	it notified that other Finance Party of the legal or arbitration proceedings; and





    	 	42



    	 



    

		(ii)	that other Finance Party had an opportunity to participate in those legal or arbitration proceedings
but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.



		28	PAYMENT MECHANICS



		28.1	Payments to the Agent



On each date on which
the Company or a Lender is required to make a payment under a Finance Document, the Company or that Lender shall make the same
available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in
such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the
place of payment.


		28.2	Distributions by the Agent



Each payment received by the Agent under
the Finance Documents for another Party shall, subject to Clause 28.3 (Clawback) be made available by the Agent as soon
as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender,
for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five (5) Business
Days’ notice with a bank in the principal financial centre of the country of that currency.


		28.3	Clawback



		a)	Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent
is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been
able to establish to its satisfaction that it has actually received that sum.



		b)	If the Agent pays an amount to another Party and it proves to be the case that the Agent had not
actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by
the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date
of receipt by the Agent, calculated by the Agent to reflect its cost of funds.



		28.4	Partial payments



		a)	If the Agent receives a payment that is insufficient to discharge all the amounts then due and
payable by the Company under the Finance Documents, the Agent shall apply that payment towards the obligations of the Company under
the Finance Documents in the following order:



		(i)	first, in or towards payment pro rata of any unpaid fees, costs and expenses of the
Agent under the Finance Documents;



		(ii)	secondly, in or towards payment pro rata of any accrued interest, fee or commission
due but unpaid under this Agreement;



		(iii)	thirdly, in or towards payment pro rata of any principal due but unpaid under this
Agreement; and





    	 	43



    	 



    

		(iv)	fourthly, in or towards payment pro rata of any other sum due but unpaid under the
Finance Documents.



		b)	The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs a)(ii)
to (iv) above.



		c)	Paragraphs a) and b) above will override any appropriation made by the Company.



		28.5	No set-off by the Company



All payments to be made by the Company
under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.


		28.6	Business Days



		a)	Any payment which is due to be made on a day that is not a Business Day shall be made on the next
Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).



		b)	During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement
interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.



		28.7	Currency of account



		a)	Subject to paragraphs b) to c) below, USD is the currency of account and payment for any sum due
from the Company under any Finance Document.



		b)	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the
costs, expenses or Taxes are incurred.



		c)	Any amount expressed to be payable in a currency other than USD shall be paid in that other currency.



		28.8	Change of currency



		a)	Unless otherwise prohibited by law, if more than one currency or currency unit are at the same
time recognised by the central bank of any country as the lawful currency of that country, then:



		(i)	any reference in the Finance Documents to, and any obligations arising under the Finance Documents
in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated
by the Agent (after consultation with the Company); and



		(ii)	any translation from one currency or currency unit to another shall be at the official rate of
exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down
by the Agent (acting reasonably).



		b)	If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting
reasonably and after consultation with the Company) specifies to be necessary, be amended to comply with any generally
accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.





    	 	44



    	 



    


		29	SET-OFF



A Finance Party may,
to the extent permitted by law, set off any matured obligation due from the Company under the Finance Documents (to the extent
beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to the Company, regardless
of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance
Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.


		30	FA ACT



The Company waives
all rights under the provisions of the FA Act not being mandatory provisions, including and further agrees and accepts, to the
extent permitted by law, that non-mandatory provisions under the FA Act and any other law and/or regulation shall not apply to
any of the Finance Documents.


		31	NOTICES



		31.1	Communications in writing



Any communication to be made under or
in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax, letter or email.


		31.2	Addresses



The contact details (and the department
or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be
made or delivered under or in connection with the Finance Documents is:


		a)	in the case of the Company:



EKSPORTFINANS ASA

Dronning Mauds gate 15

P.O. Box 1601 Vika

N-0119 Oslo, Norway


	 	Attention:	 	Back Office/CFO
	 	Fax No:	 	+47 22 01 22 02
	 	E-mail:	 	notification@eksportfinans.no
	 	 	 	 




		b)	in the case of the Agent:



DNB BANK ASA

Dronning Eufemias gate 30

N-0021 Oslo, Norway




    	 	45



    	 



    

	 	Attention:	 	Marianne Geiran
	 	Fax No:	 	+47 24 05 02 11
	 	E-mail:	 	marianne.geiran@dnb.no
	 	 	 	 




or any substitute address, fax number,
email address or department or officer as the 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.


		31.3	Delivery



		a)	Any communication or document made or delivered by one person to another under or in connection
with the Finance Documents will only be effective:



		(i)	if by way of fax or email, when received in legible form; or



		(ii)	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;



and, if a particular department
or officer is specified as part of its address details provided under Clause 31.2 (Addresses), if addressed to that department
or officer.


		b)	Any communication or document to be made or delivered to the Agent will be effective only when
actually received by the Agent and then only if it is expressly marked for the attention of the department or officer identified
with the Agent’s signature below (or any substitute department or officer as the Agent shall specify for this purpose).



		c)	All notices from or to the Company shall be sent through the Agent.



		31.4	Notification of address and fax number



Promptly upon receipt of notification
of an address or fax number or change of address or fax number pursuant to Clause 31.2 (Addresses) or changing its own address
or fax number, the Agent shall notify the other Parties.


		31.5	English language



		a)	Any notice given under or in connection with any Finance Document must be in English.



		b)	All other documents provided under or in connection with any Finance Document must be:



		(i)	in English; or



		(ii)	if not in English, and if so required by the Agent, accompanied by an English translation and,
in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.





    	 	46



    	 



    

		32	CALCULATIONS AND CERTIFICATES



		32.1	Accounts



In any litigation or arbitration proceedings
arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima
facie evidence of the matters to which they relate.


		32.2	Certificates and determinations



Any certification or determination by
a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the
matters to which it relates.


		32.3	Day count convention



Any interest, commission or fee accruing
under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a
year of three hundred and sixty (360) days or, in any case where the practice in the Relevant Interbank Market differs, in accordance
with that market practice.


		33	PARTIAL INVALIDITY



If, at any time, any provision of the
Finance Documents 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.


		34	REMEDIES AND WAIVERS



No failure to exercise, nor any delay
in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, 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.


		35	AMENDMENTS AND WAIVERS



		35.1	Required consents



		a)	Subject to Clause 35.2 (Exceptions) any term of the Finance Documents may be amended or
waived only with the consent of the Majority Lenders and the Company and any such amendment or waiver will be binding on all Parties.



		b)	The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this
Clause.



		35.2	Exceptions



		a)	An amendment or waiver that has the effect of changing or which relates to:



		(i)	the definition of “Majority Lenders” in Clause 1.1 (Definitions);



		(ii)	an extension to the date of payment of any amount under the Finance Documents;





    	 	47



    	 



    

		(iii)	a reduction in the Margin, Pricing Rate or a reduction in the amount of any payment of principal,
interest, fees or commission payable;



		(iv)	an increase in or an extension of any Commitment;



		(v)	any provision having the effect of amending the definition of Security Ratio and/or the Margin
Ratio;



		(vi)	any provision which expressly requires the consent of all the Lenders; or



		(vii)	Clause 2.2 (Finance Parties’ rights and obligations), Clause 24 (Changes to the
Lenders) or this Clause 35,



shall not be made
without the prior consent of all the Lenders.


		b)	An amendment or waiver which relates to the rights or obligations of the Agent may not be effected
without the consent of the Agent.



		36	COUNTERPARTS



Each Finance Document may be executed
in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the
Finance Document.


		37	GOVERNING LAW AND JURISDICTION



		a)	This Agreement is governed by Norwegian law.



		b)	Subject to paragraph c) below, the courts of Norway have exclusive jurisdiction to settle any dispute
arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of
this Agreement) (a “Dispute”).



		c)	The Parties agree that the courts of Norway are the most appropriate and convenient courts to settle
Disputes and accordingly no Party will argue to the contrary.



		d)	This Clause 37 is for the benefit of the Finance Parties only. As a result, no Finance Party shall
be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law,
the Finance Parties may take concurrent proceedings in any number of jurisdictions.



* * *


This Agreement has been entered into
on the date stated at the beginning of this Agreement.




    	 	48



    	 



    

SIGNATORIES:


	The Company:	 
	EKSPORTFINANS ASA	 
	
         

         

        By: ________________________________
	 
	Name: JENS OLAV FEIRING	MARTINE MILLS HAGEN
	Title:   EXECUTIVE VICE PRESIDENT AND ATTORNEY-IN-FACT	
        EXECUTIVE VICE PRESIDENT

        DIRECTOR OF FUNDING & LENDING AND ATTORNEY-IN-FACT

	 	 
	

 The Original Lenders:	 
	DNB BANK ASA 	 
	
         

         

        By: ________________________________
	 
	Name: PER H. BRINCH	 
	Title:   SENIOR VICE PRESIDENT (SVP) AND
    ATTORNEY-IN-FACT	 
	 	 
	DANSKE BANK, Norwegian Branch	 
	
         

         

        By: ________________________________
	 
	Name: ASTRID LØKEN ØYEHAUG	THOMAS STØLEN
	Title:   HEAD OF INST. CLIENTS
    NORWAY AND

ATTORNEY-IN-FACT	CHIEF LEGAL ADVISER AND ATTORNEY-IN-FACT
	 	 
	NORDEA BANK NORGE ASA	 
	
         

         

        By: ________________________________
	 
	Name: CATO PETERSEN	 
	Title:   RELATIONSHIP MANAGER AND
    ATTORNEY-IN-FACT	 
	 	 
	 	 
	

 The Agent:	 
	DNB BANK ASA 	 
	
         

         

        By: ________________________________
	 
	Name: PER H. BRINCH	 
	Title:   SENIOR VICE PRESIDENT (SVP)
    AND ATTORNEY-IN-FACT	 
	 	 




    	 	49



    	 



    

 


	 	 
	

 The Repurchase Counterparties:	 
	DNB BANK ASA 	 
	
         

         

         

        By: ________________________________
	 
	Name: PER H. BRINCH	 
	Title:   SENIOR VICE PRESIDENT (SVP) AND
    ATTORNEY-IN-FACT	 
	 	 
	DANSKE BANK A/S	 
	
         

         

         

        By: ________________________________
	 
	Name: ASTRID LØKEN ØYEHAUG	THOMAS STØLEN
	Title:    HEAD OF INST. CLIENTS NORWAY AND

ATTORNEY-IN-FACT	CHIEF LEGAL ADVISER AND ATTORNEY-IN-FACT
	 	 
	NORDEA BANK FINLAND PLC	 
	
         

         

         

        By: ________________________________
	 
	Name: CATO PEDERSEN	 
	Title:   RELATIONSHIP MANAGER AND
    ATTORNEY-IN-FACT	 
	 	 
	 	 


 




    	 	50



    	 



    

SCHEDULE 1

THE ORIGINAL LENDERS AND COMMITMENTS


 


	
        Original Lender (and/or their Affiliates)

         
	Commitment	Commitment in percentage	Ownership percentage 

in Company
	
         

        DNB BANK ASA

        Dronning Eufemias gt. 30

        N-0191 Oslo, Norway

         
	
         

        USD 1,122,019,635.34
	
         

        56.1010%
	
         

        40.00%

	
         

        NORDEA BANK NORGE ASA

        Middelthunsgt. 17

        N-0366 Oslo, Norway

         
	
         

        USD 651,051,893.41

         

         

         
	
         

        32.5526%

         

         

         
	
         

        23.21%

         

         

         

	
         

        DANSKE BANK, Norwegian branch

        Søndre gate 15

        N-7011 Trondheim, Norway

         
	
         

        USD 226,928,471.25

         

         

        ____________________
	
         

        11.3464%

         

         

        ___________
	
         

        8.09%

	
         

        TOTAL

         
	
         

        USD 2,000,000,000

         
	
         

        100.00%
	
         

         



 



    	 	51



    	 



    

SCHEDULE 2

CONDITIONS PRECEDENT


Part I: 

Conditions precedent to initial Utilisation


 


		1	The Company



		a)	A copy of the constitutional documents (certificate of registration (No. firmaattest) and
articles of association (No. vedtekter) of the Company.



		b)	A copy of a resolution of the board of directors of the Company:



		(i)	approving the entering into of, and the transactions contemplated by, the Finance Documents and
resolving that it execute the Finance Documents;



		(ii)	authorising a specified person or persons to execute the Finance Documents on its behalf; and



		(iii)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents
and notices to be signed and/or despatched by it under or in connection with the Finance Documents.



		c)	A specimen of the signature of each person authorised by the resolution referred to in paragraph
b) above.



		d)	A certificate of the Company (signed by the CEO or CFO of the Company) confirming that:



		(i)	borrowing or securing, as appropriate, the Total Commitments would not cause any borrowing, security
or similar limit binding on the Company to be exceeded;



		(ii)	each copy document delivered and specified in this Schedule 2 is correct, complete and in
full force and effect as at a date no earlier than the date of this Agreement; and



		(iii)	the entry into and performance of the transactions contemplated by any Finance Document does not
and will not breach any negative pledge, non-disposal covenant or other restriction imposed on the Company.



 


		2	Finance documents



This Agreement executed by the Parties.


 




    	 	52



    	 



    

		3	Other documents and evidence



		a)	Evidence satisfactory that any transactions made (if any) under the Existing Facilities Agreement
are or will be repurchased in accordance with its terms, and that any liabilities and obligations outstanding under the Existing
Facilities Agreement (if any) are prepaid or repaid and cancelled in full on or prior to the initial Utilisation Date.



		b)	A copy of any other Authorisation or other document, opinion or assurance which the Agent considers
to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by any Finance
Document or for the validity and enforceability of any Finance Document.



		c)	The Original Financial Statements of the Company.



		d)	Evidence that the fees, costs and expenses then due from the Company pursuant to Clause 13 (Fees)
and Clause 18 (Costs and expenses) have been paid or will be paid by the first Utilisation Date.



 


		4	Legal opinions



A legal opinion of Advokatfirmaet Thommessen
AS, legal advisers to the Finance Parties, substantially in the form distributed to the Lenders prior to signing this Agreement.



    	 	53



    	 



    

Part II: 

Conditions precedent to initial Utilisation – Revolving Loans


 


		1	Security Documents



		a)	A list of all Eligible EFIN Loans subject to Revolving Loan Security, together with a copy of all
relevant loan documents governing such loans.



		b)	Executed copies of the Security Documents, including relevant notices, which are required by the
Lender to be executed in order to, inter alia, ensure that the Security Ratio (taking the proposed Revolving Loan(s) into
account) will not be lower than one hundred and ten cent. (110.00%).



		c)	A copy of all notices based on the Agreed Security Documents required to be sent under the Security
Documents, duly acknowledged by the relevant addressees, together with any other document, evidence, opinion or assurance which
the Agent considers to be necessary or desirable in connection with perfection of any Revolving Loan Security under the Security
Documents.



		d)	A Compliance Certificate setting out computations showing that the Security Ratio (taking the proposed
Revolving Loan(s) into account) will not be lower than one hundred and ten per cent. (110.00%).



 


		2	Other documents and evidence 



A copy of any other Authorisation or
other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and
performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.


 


		3	Legal opinions



		a)	A legal opinion of Advokatfirmaet Thommessen AS, legal advisers to the Finance Parties, in respect
of the capacity of the Company to enter into the Revolving Loan Security Documents substantially in the form distributed to the
Lenders prior to signing this Agreement.



		b)	If any Revolving Loan Security has a connection to a jurisdiction other than Norway, a legal opinion
of the legal advisers to the Finance Parties in that relevant jurisdiction.




    	 	54



    	 



    

Part III: 

Conditions precedent to initial Utilisation – Repurchase Transactions


 


		1	Finance documents



Each Master Repurchase Agreement executed
by each Repurchase Counterparty and the Company.


 


		2	Other documents and evidence 



A copy of any other Authorisation or
other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and
performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.




    	 	55



    	 



    

SCHEDULE 3 (REQUESTS)

PART I: FORM OF UTILISATION REQUEST – REVOLVING LOANS




To:DNB BANK ASA, as Agent


From:EKSPORTFINANS ASA


Date:[          ]




EKSPORTFINANS ASA – USD 2,000,000,000 FACILITY AGREEMENT DATED 21 JUNE 2013 (THE “AGREEMENT”)


		1	We refer to the Agreement. This is a Utilisation Request in respect of Revolving Loans. Terms defined
in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.



		2	We wish to borrow a Loan on the following terms:



	 	Utilisation:	Revolving Loan. 
	 	Proposed Utilisation Date:	[              ] (or, if that is not a Business Day, the next Business Day).
	 	Currency of Revolving Loan:	USD.
	 	Amount:	[                   ] or, if less, the Available Facility.
	 	Interest Period:	[                   ].


		3	We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is
satisfied on the date of this Utilisation Request.



		4	The proceeds of this Revolving Loan should be credited to [account].



		5	The Security Ratio will, taking this
                                         Utilisation into account, be [·]1.



		6	This Utilisation Request is irrevocable.



Yours faithfully

EKSPORTFINANS ASA




By: _______________________

Name:

Title:





1 [Minimum 110%]


    	 	56



    	 



    

SCHEDULE 3 (REQUESTS) 

PART II: FORM OF UTILISATION REQUEST – REPURCHASE TRANSACTIONS


 


To:DNB BANK ASA, as Agent


From:EKSPORTFINANS ASA


Date:[          ]


 


EKSPORTFINANS ASA – USD 2,000,000,000
FACILITY AGREEMENT DATED 21 JUNE 2013 (THE “AGREEMENT”)


		1	We refer to the Agreement. This is a Utilisation Request in respect of Repurchase Transactions.
Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation
Request.



		2	We wish to enter into a Repurchase Transaction with the Repurchase Counterparties on the following
terms:



	Utilisation amount:	[·]
	Currency:	USD
	Utilisation Date:	[·]
	Term:	[·]
	Account Details:	[·]


		3	We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is
satisfied on the date of this Utilisation Request.



		4	Please find attached a list of the Securities owned by the Company which are available for a Repurchase
Transaction.



		5	This Utilisation Request is irrevocable.



Yours faithfully

EKSPORTFINANS ASA


 


By: _______________________

Name:

Title:




    	 	57



    	 



    

SCHEDULE 4

FORM OF COMPLIANCE CERTIFICATE


 


From:EKSPORTFINANS ASA


To:DNB Bank ASA, as Agent


Date:[          ]


 


EKSPORTFINANS ASA – USD 2,000,000,000
FACILITY AGREEMENT DATED 21 JUNE 2013 (THE “AGREEMENT”)


		1	We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have
the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.



		2	We confirm that as at [insert relevant testing date]:



		a)               	the Security Ratio was [          ]; and



		b)	the Margin Ratio was:



		(i)               	in respect of DNB Bank ASA, [          ];



		(ii)              	in respect of Danske Bank A/S, [          ];



		(iii)             	in respect of Nordea Bank Finland Plc, [          ];



		3	We further confirm that as at [insert relevant testing date] the Eligible EFIN Loans listed
in the Appendix hereto were provided as Revolving Loan Security.



		4	We further confirm that no Default is
                                         continuing.2



 


Yours faithfully

EKSPORTFINANS ASA


 


By: _______________________

Name:

Title:






2 If this statement cannot be made,
the Compliance Certificate should identify any Default and the steps, if any, being taken to remedy it.



    	 	58



    	 



    

SCHEDULE 5

FORM OF SECURITY DOCUMENTS


 


 




    	 	59



    	 



    

SCHEDULE 6

FORM OF MASTER REPURCHASE AGREEMENT 


 




    	 	60