USD 240,000,000 TERM LOAN FACILITY AGREEMENT dated 2 June 2023 for KNUTSEN SHUTTLE TANKERS XII KS KNUTSEN SHUTTLE TANKERS XII AS KNUTSEN SHUTTLE TANKERS 13 AS KNUTSEN NYK SHUTTLE TANKERS 16 AS KNOT SHUTTLE TANKERS 17 AS KNOT SHUTTLE TANKERS 18 AS as...

(1)

▇▇▇▇▇▇▇ SHUTTLE TANKERS XII KS, Norwegian registration no. ▇▇▇ ▇▇▇ ▇▇▇, with registered offices at ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ as a borrower (in that capacity, “Borrower KS”);

(2)

KNOT OFFSHORE PARTNERS LP, a master limited partnership listed on the New York Stock Exchange, with its principal offices at ▇ ▇▇▇▇▇’▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, Aberdeenshire, AB15 4YB, United Kingdom as parent guarantor (the “Parent Guarantor”); and

(3)

THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Original Parties) as mandated lead arrangers (in that capacity, the “Mandated Lead Arrangers”) and bookrunners (in that capacity, the “Bookrunners”);

(4)

THE FINANCIAL INSTITUTIONS listed in Part A of Schedule 1 (The Original Parties) as lenders (the “Original Lenders”);

(5)

THE FINANCIAL INSTITUTIONS listed in Part C of Schedule 1 (The Original Parties) as hedging banks (the “Hedging Banks”); and

(6)

DNB BANK ASA, Norwegian registration no. 984 851 006, a banking institution organised under the laws of Norway acting through its office at ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ as facility agent and security trustee for the other Finance Parties and the Hedging Banks (the “Agent”).

1.

DEFINITIONS AND INTERPRETATION

1.1

Definitions

(a)

the Borrower A Assignment Agreement;

(b)

the Borrower B Assignment Agreement;

(c)

the Borrower C Assignment Agreement;

(d)

the Borrower D Assignment Agreement; and

(e)

the Borrower E Assignment Agreement,

(a)

the Charterparties: and

(b)

any charterparty with a duration of more than twelve (12) months entered into in respect of a Vessel,

(a)

the amount of its participation in any outstanding Utilisation under the Facility; and

(b)

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

(a)

in relation to Norway, the Norwegian Act on Financial Institutions and Financial Groups of 2015 no. 17 and Norwegian Regulation of 2016 no. 1502 (Nw. Finansforetaksforskriften), and any further regulation issued by the Financial Supervisory Authority of Norway (Nw. Finanstilsynet) pursuant thereto;

(b)

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

(c)

in relation to any other state such an EEA Member Country or (to the extent that the United Kingdom is not such an EEA Member Country) the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

(a)

any law or regulation implementing the Basel II Accord (including the relevant provisions of directive 2013/36/EU (“CRD IV”) and regulation 575/2013 (“CRR”) of the European Union) to the extent only that such law or regulation re-enacts and/or implements the requirements of the Basel II Accord but excluding any provision of such law or regulation implementing the Basel III Accord; and

(b)

any Basel II Approach adopted by a Finance Party or any of its Affiliates.

(a)

the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(b)

the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(c)

any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.

(a)

any date for payment or purchase of an amount relating to a Loan or Unpaid Sum; or

(b)

the determination of the first day or the last day of an Interest Period for a Loan or Unpaid Sum, or otherwise in relation to the determination of the length of such an Interest Period),

(a)

the Vessel 1 Charterparty;

(b)

the Vessel 2 Charterparty 1;

(c)

the Vessel 2 Charterparty 2;

(d)

the Vessel 3 Charterparty;

(e)

the Vessel 4 Charterparty 1;

(f)

the Vessel 4 Charterparty 2;

(g)

the Vessel 5 Charterparty 1;

(h)

the Vessel 5 Charterparty 2;

(i)

the Vessel 6 Charterparty,

(a)

TS Shipping Invest AS (or a 100% owned subsidiary of TS Shipping Invest AS) and NYK Holding (Europe) B.V. (or Nippon Yusen Kabushiki Kaisha or another 100% owned subsidiary of Nippon Yusen Kabushiki Kaisha) each does not own or is not able to vote for (directly or indirectly) 50% of the shares in KNOT; or

(b)

the Parent Guarantor does not own or is not able to vote for (directly or indirectly) all of the shares in the Borrowers; or

(c)

KNOT does not own or is not able to vote for (directly or indirectly) all of the shares in the General Partner (being the general partner in the Parent Guarantor); or

(d)

the General Partner ceases to be the general partner of the Parent Guarantor; or

(e)

KNOT does not own (directly or indirectly) at least 25% of the common and general partner units in the Parent Guarantor (capital and voting rights to be subject to the limitations on voting rights relating to election of board members, amendments and certain other matters as set out in the limited partnership agreement entered into in relation to the Parent Guarantor); or

(f)

any person or group of persons acting in concert (other than KNOT and/or any of its wholly owned Subsidiaries) acquires, legally or beneficially, and either directly or indirectly, more than thirty three point thirty three per cent. (33.33%) of the common and general partner units or voting rights in the Parent Guarantor.

(a)

in relation to an Original Lender the amount set opposite its name under the heading “Commitment” in Part A of Schedule 1 (The Original Parties); and

(b)

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

(a)

is agreed in writing by the Borrowers, the Agent (in its own capacity) and the Agent (acting on the instructions of the Lenders);

(a)

any member of the Group or any of its advisers; or

(b)

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

(i)

information that:

(A)

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 40 (Confidential Information); or

(B)

is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(C)

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

(ii)

any Funding Rate.

(a)

which has failed to make its participation in a Loan available (or has notified the Agent or the Borrowers (which have notified the Agent) that it will not make its participation in a Loan available) by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ participation);

(b)

which has otherwise rescinded or repudiated a Finance Document; or

(c)

with respect to which an Insolvency Event has occurred and is continuing,

(i)

its failure to pay is caused by:

(A)

administrative or technical error; or

(B)

a Disruption Event, and

(ii)

the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

(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,

(a)

all freight, hire and passage moneys payable to that Borrower, including (without limitation) payments of any nature under any contract or any other agreement for the employment, use, possession, management and/or operation of that Vessel;

(b)

any claim under any guarantees related to hire payable to that Vessel as a consequence of the operation of that Vessel;

(c)

any compensation payable to that Borrower in the event of any requisition of that Vessel or for the use of that Vessel by any government authority or other competent authority;

(d)

remuneration for salvage, towage and other services performed by that Vessel payable to that Borrower;

(e)

demurrage and retention money receivable by that Borrower in relation to that ▇▇▇▇▇▇;

(f)

all moneys which are at any time payable under the Insurances in respect of loss of earnings from that Vessel;

(g)

if and whenever that ▇▇▇▇▇▇ is employed on terms whereby any moneys falling within paragraph a) to f) above are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to that Vessel; and

(h)

any other money which arise out of the use of or operation of that Vessel and moneys whatsoever due or to become due to that Borrower from third parties in relation to that Vessel.

(a)

the Borrower A Earnings Account;

(b)

the Borrower B Earnings Account;

(c)

the Borrower C Earnings Account;

(d)

the Borrower D Earnings Account;

(e)

the Borrower E Earnings Account; and

(f)

the Borrower KS Earnings Account,

(a)

the pollution or protection of the environment or to the carriage of material which is capable of polluting the environment;

(a)

harm to or the protection of human health;

(b)

the conditions of the workplace; or

(c)

any emission or substance capable of causing harm to any living organism or the environment.

(a)

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; or

(b)

in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

(a)

the Borrower A Factoring Agreement;

(b)

the Borrower B Factoring Agreement;

(c)

the Borrower C Factoring Agreement;

(d)

the Borrower D Factoring Agreement; and

(e)

the Borrower E Factoring Agreement,

(a)

sections 1471 to 1474 of the Code or any associated regulations;

(b)

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c)

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

(a)

in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

(b)

in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

(a)

any letter or letters dated on or about the Closing Date between the Agent and the Borrowers (or the Arrangers and the Borrowers) setting out any fee referred to in Clause 12 (Fees); and

(b)

any agreement setting out fees payable to a Finance Party referred to under any other Finance Document.

(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) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;

(g)

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) of any derivative transaction, only the marked to market value shall be taken into account), including any Hedging Agreement;

(h)

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

(i)

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.

(a)

is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b)

becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c)

makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d)

institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e)

has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i)

results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii)

is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(f)

has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(g)

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);

(h)

has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within thirty (30) days thereafter;

(i)

causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (g) above; or

(j)

takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

(a)

any Original Lender; and

(b)

any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 26 (Changes to the Lenders),

(a)

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

(b)

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

(a)

the business, condition (financial or otherwise), operations, performance, assets or prospects of an Obligor or the Group taken as a whole; or

(b)

the ability of an Obligor to perform its obligations under the Finance Documents or the Hedging Agreements; or

(c)

the validity or enforceability of, or the effectiveness or ranking of any Security granted or purporting to be granted pursuant to, any Finance Document or Hedging Agreement; or

(d)

the right or remedy of a Finance Party or a Hedging Bank in respect of a Finance Document or a Hedging Agreement.

(a)

the Vessels;

(b)

the Earnings;

(c)

the Insurances;

(d)

the Earnings Accounts;

(e)

the Borrowers’ trade receivables;

(f)

the Borrowers’ benefits under the Hedging Agreements;

(g)

the Obligors’ Receivables;

(h)

the shares in each Borrower and KNOT Shuttle Tankers 12 AS;

(i)

the Charterparties; and

(j)

on a best effort basis, any charterparty with a duration of more than twelve (12) months entered into in respect of a Vessel.

(a)

the Borrower A Mortgage 1;

(b)

the Borrower A Mortgage 2;

(c)

the Borrower B Mortgage;

(d)

the Borrower C Mortgage;

(e)

the Borrower D Mortgage; and

(f)

the Borrower E Mortgage,

(a)

in relation to each Borrower, the audited financial statements for the financial year ended 31 December 2022; and

(b)

in relation to the Guarantors, its audited consolidated financial statements for its financial year ended 31 December 2022.

(a)

is agreed in writing by the Borrowers, the Agent (in its own capacity) and the Agent (acting on the instructions of the Lenders);

(b)

specifies for that currency the relevant terms which are expressed in this Agreement to be determined by reference to Reference Rate Terms; and

(a)

its Subsidiaries; and

(b)

each of their, and each of their Subsidiaries’, directors, officers, employees, and to the best of their knowledge, agents and representatives.

(a)

listed on any Sanctions List or targeted by Sanctions (whether designated by name or by reason of being included in a class of person); or

(b)

located, organised, domiciled or resident in or incorporated under the laws of any country or territory that is, or whose government is, the target of comprehensive, country- or territory-wide Sanctions¹; or

(c)

directly or indirectly owned or controlled by, or acting on behalf, at the direction or for the benefit of, a person referred to in (a) and/or (to the extent relevant under Sanctions) (b) above; or

(d)

otherwise a subject of Sanctions.

¹

It is DNB’s preference that this is referred to generically, without examples which could be construed as limitations.

(a)

any representation contained in Clause 20.27 (Sanctions) made or deemed to be made by an Obligor, is or proves to have been incorrect or misleading when made or deemed to be made, or any undertaking in Clause 23.22 (Sanctions) is not complied with;

(b)

an Obligor and/or any of their Subsidiaries is or becomes a Restricted Party; and/or

(c)

an act or omission of an Obligor and/or Relevant Person causes a Lender to be in breach of Sanctions or otherwise results in the Lender becoming a Restricted Party.

(a)

all amounts which have become due for payment by the Borrowers under the Finance Documents and the Hedging Agreements have been paid;

(b)

no amount is owing or has accrued (without yet having become due for payment) under any of the Finance Documents and the Hedging Agreements;

(c)

none of the Obligors have any future or contingent liability under any provision of this Agreement, the other Finance Documents and the Hedging Agreements; and

(d)

the Agent, the Lenders and the Hedging Banks do not consider that there is a significant risk that any payment or transaction under a Finance Document or a Hedging Agreement would be set aside, or would have to be reversed or adjusted, in any present or possible future proceeding relating to a Finance Document a Hedging Agreement or any asset covered (or previously covered) by a Security created by a Finance Document a Hedging Agreement.

(a)

the actual, constructive, compromised, agreed, arranged or other total loss of that ▇▇▇▇▇▇;

(b)

the requisition for title or compulsory acquisition of that Vessel by any government or other competent authority;

(c)

the capture, seizure, destruction, abandonment, condemnation, arrest, detention or confiscation of that Vessel by any government or by persons acting or purporting to act on behalf of any government or public authority, unless that ▇▇▇▇▇▇ is released and returned to the possession of the relevant Borrower within thirty (30) days after the capture, seizure, arrest, detention or confiscation in question; or

(d)

any piracy, hijacking or theft of that ▇▇▇▇▇▇, unless that ▇▇▇▇▇▇ is released and restored to the relevant Borrower within thirty (30) days after the occurrence of such incident.

(a)

in the case of an actual total loss of a Vessel, the date on which it occurred or, if that is unknown, the date when that ▇▇▇▇▇▇ was last heard of;

(b)

in the case of a constructive, compromised, agreed or arranged total loss of a Vessel, the earlier of: (i) the date on which a notice of abandonment is given to the insurers (provided a claim for total loss is admitted by such insurers) or, if such insurers do not forthwith admit such a claim, at the date at which either a total loss is subsequently admitted by the insurers or a total loss is subsequently adjudged by a competent court

(c)

in the case of any other type of total loss, on the date (or the most likely date) on which it appears to the Agent that the event constituting the total loss occurred.

(a)

the proposed Transfer Date specified in the relevant Transfer Certificate; and

(b)

the date on which the Agent executes the relevant Transfer Certificate.

(a)

a Borrower which is resident for tax purposes in the US; or

(b)

an Obligor some or all of whose payments under the Finance Documents are from

(a)

any write-down, conversion, transfer, modification or suspension power existing from time to time under, and exercised in compliance with, any law or regulation in effect in Norway, relating to the transposition of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, including but not limited to the Bail-In Legislation and the instruments, rules and standards created thereunder, pursuant to which:

(i)

an obligation of a bank or investment firm or affiliate of a bank or investment firm can be reduced, cancelled, modified or converted into shares, other securities or other obligations of such entity or any other person (or suspended for a temporary period); and

(ii)

any right in a contract governing an obligation of a bank or investment firm or affiliate of a bank or investment firm may be deemed to have been exercised;

(b)

in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

(c)

in relation to any other applicable Bail-In Legislation:

(i)

any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)

any similar or analogous powers under that Bail-In Legislation; and

(d)

in relation to any UK Bail-In Legislation:

(i)

any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)

any similar or analogous powers under that UK Bail-In Legislation.

1.2

Construction

(a)

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

(i)

the “Agent”, a “Mandated Lead Arranger”, a “Bookrunner”, any “Finance Party”, any “Lender”, or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

(ii)

a “Hedging Bank”, shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under any Hedging Agreement;

(iii)

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

(iv)

a Lender’s “cost of funds” in relation to its participation in a Loan is a reference to the average cost (determined either on an actual or a notional basis) which that ▇▇▇▇▇▇ would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in that Loan for a period equal in length to the Interest Period of that Loan;

(v)

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

(vi)

a “group of Lenders” includes all the Lenders;

(vii)

“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;

(viii)

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

(ix)

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental

(x)

a provision of law is a reference to that provision as amended or re-enacted;

(xi)

words importing the singular shall include the plural and vice versa; and

(xii)

a time of day is a reference to Central European time (CET) 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)

Each Hedging Agreement shall operate subject to the terms of this Agreement and, accordingly, in the event of any inconsistency between the terms of a Hedging Agreement and this Agreement, the terms of this Agreement will prevail.

(e)

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

(f)

A reference in this Agreement to a page or screen of an information service displaying a rate shall include:

(i)

any replacement page of that information service which displays that rate; and

(ii)

the appropriate page of such other information service which displays that rate from time to time in place of that information service,

(g)

A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate.

(h)

Any Reference Rate Supplement relating to a currency overrides anything relating to that currency in:

(i)

Schedule 11 (Reference Rate Terms); or

(ii)

any earlier Reference Rate Supplement.

(i)

A Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate overrides anything relating to that rate in:

(i)

Schedule 12 (Daily Non-Cumulative Compounded RFR Rate) or Schedule 13 (Cumulative Compounded RFR Rate), as the case may be; or

(ii)

any earlier Compounding Methodology Supplement.

(j)

The determination of the extent to which a rate is “for a period equal in length” to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

1.3

Currency symbols and definitions

1.4

The FA Legislation

(a)

Each Obligor has received and noted the following information in accordance with the FA Act:

(i)

ABN AMRO BANK N.V., Dutch Chamber of commerce number for ABN is 34334259, a banking institution organised under the laws of The Netherlands that operates as a bank with authorisation from and under supervision by the Financial Supervisory Authority of Norway (Finanstilsynet, P.O. Box 1187 Sentrum, 0107 Oslo), acting through its office at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇;

(ii)

ABN AMRO Bank N.V., Oslo Branch, Norwegian organisation no. ▇▇▇ ▇▇▇ ▇▇▇ a banking institution organised under the laws of the Netherlands that operates as a bank with authorisation from and under supervision by De Nederlandsche Bank (▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇), acting through its office at ▇▇▇▇ ▇▇ ▇▇▇▇ ▇, ▇-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇;

(iii)

Danske Bank A/S, Danish registration no. 61126228 a banking institution organised under the laws of Denmark that operates as a bank with authorisation from and under supervision by the Danish Financial Supervisory Authority (Da. Finanstilsynet) (▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇) acting through its office at ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇-▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇;

(iv)

Danske Bank A/S, Norwegian Branch, Norwegian organisation no. 977 074 010 a banking institution organised under the laws of Denmark that operates as a bank with authorisation from and under supervision by the Danish Financial Supervisory Authority (Da. Finanstilsynet) (▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇) and Financial Supervisory Authority of Norway (Nw. Finanstilsynet) (Finanstilsynet, P.O. Box 1187 Sentrum, 0107 Oslo), acting through its office at ▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇;

(v)

DNB Bank ASA, Norwegian registration no. 984 851 006, a banking institution organised under the laws of Norway that operates as a bank with authorisation from and under supervision by the Financial Supervisory Authority of Norway (Finanstilsynet, P.O. Box 1187 Sentrum, 0107 Oslo) acting through its office at Solheimsgaten ▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇;

(vi)

Nordea Bank Abp, Finish organisation no. 2858394-9, a banking institution organised under the laws of Finland that operates as a bank with authorisation from and under supervision by Financial Supervisory Authority (FIN-FSA) (Finanssivalvonta, Finland, P.O. Box 103, 00101 Helsinki), acting through its offices at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇;

(vii)

Nordea Bank Abp, Filial i Norge, Norwegian registration no. 920 058 817, a banking institution organised under the laws of Finland that operates as a bank with authorisation from and under supervision by Financial Supervisory Authority of Norway (Finanstilsynet, P.O. Box 1187 Sentrum, 0107 Oslo) and Finland: Financial Supervisory Authority (FIN-FSA) (Finanssivalvonta, Finland, P.O. Box

(viii)

SMBC Bank EU AG, a company incorporated in Germany that operates as a bank with authorisation from and under supervision by the head office of Bundesanstalt für Finanzdienstleistungsaufsicht (Federal Financial Supervisory Authority) (▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇) acting through its office at Main Tower, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇; and

(ix)

Sparebanken Vest, Norwegian registration no. 832 554 332, a banking institution organised under the laws of Norway that operates as a bank with authorisation from and under supervision by the Financial Supervisory Authority of Norway (Finanstilsynet, P.O. Box 1187 Sentrum, 0107 Oslo) acting through its office at ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇.

(b)

Any information provided by the Obligors to a Finance Party in accordance or connection with or under this Agreement to comply with section 13 (1) of the Norwegian Anti-Money Laundering Act of 1 June 2018 no. 23, cf. section 3-12 (2) of the FA Act shall be deemed to form part of this Agreement.

(c)

Without prejudice to Clause 6.4 (FA Legislation) and Clause 19.11 (Norwegian FA Legislation), the parties agree, accepts and acknowledge that, to the extent permitted by law, any provisions of the FA Legislation (and any related regulations) which are not mandatory provisions shall not apply to this Agreement, any of the other Finance Documents or to the relationship between the Obligors and the Finance Parties.

2.

THE FACILITY

2.1

The Facility

2.2

Finance Parties’ and Hedging Banks’ rights and obligations

(a)

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

(b)

The rights of each Finance Party and each Hedging Bank under or in connection with the Finance Documents and the Hedging Agreements are separate and independent rights and any debt arising under the Finance Documents to a Finance Party or under the Hedging Agreements to a Hedging Bank from an Obligor shall be a separate and independent debt.

(c)

A Finance Party and a Hedging Bank may, except as otherwise stated in the Finance Documents and the Hedging Agreements, separately enforce its rights under the Finance Documents and the Hedging Agreements.

(d)

No Finance Party or Hedging Bank will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for any action taken by it under or in connection with any Finance Document or Hedging Agreement, unless directly caused by its gross negligence or wilful misconduct.

3.

PURPOSE

3.1

Purpose of the Facility

(a)

The Borrowers shall apply all amounts borrowed by them under the Facility:

(i)

towards the refinancing of the Vessels under the Existing Loans; and

(ii)

for the Borrowers’ general corporate purposes.

(b)

No proceeds of any Utilisation of any Loan shall be made available, directly or indirectly, to or for the benefit of a Restricted Party nor shall they otherwise be applied in a manner or for a purpose prohibited by Sanctions.

3.2

Monitoring

4.

CONDITIONS OF UTILISATION

4.1

Initial conditions precedent

(a)

The Borrowers may not deliver a Utilisation Request relating to a Loan under the Facility unless the Agent has received all of the documents and other evidence listed in Schedule 2 (Conditions precedent), except those documents which specifically will only be available on the Utilisation Date or within another specified date as previously notified and agreed to by the Majority Lenders. The Agent shall notify the Borrowers and the Lenders promptly upon being so satisfied.

(b)

Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

4.2

Further conditions precedent

(a)

no Default is continuing or would result from the proposed Loan;

(b)

the Repeating Representations to be made by each Obligor are true in all material respects; and

(c)

the aggregate Market Value of the Vessels remains at least one hundred and thirty per cent (130%) of the Outstanding Indebtedness following the utilisation of the proposed Loan.

4.3

Maximum number of Loans

(a)

Tranche 1 may be drawn in one (1) Loan by ▇▇▇▇▇▇▇▇ A and Borrower KS on the Initial Borrowing Date.

(b)

Tranche 2 may be drawn in one (1) Loan by ▇▇▇▇▇▇▇▇ A and Borrower KS on the Initial Borrowing Date.

(c)

Tranche 3 may be drawn in one (1) Loan by Borrower B on the Initial Borrowing Date.

(d)

Tranche 4 may be drawn in one (1) Loan by Borrower C on the Initial Borrowing Date.

(e)

Tranche 5 may be drawn in one (1) Loan by Borrower D on the Initial Borrowing Date.

(f)

Tranche 6 may be drawn in one (1) Loan by ▇▇▇▇▇▇▇▇ E on the Initial Borrowing Date.

4.4

Form and content

(a)

be in form and substance satisfactory to the Agent;

(b)

if required by the Agent, be in original; and

(c)

if required by the Agent, be certified, notarized, legalized or attested in a manner acceptable to the Agent.

4.5

Waiver of conditions precedent

5.

UTILISATION

5.1

Delivery of a Utilisation Request

5.2

Completion of a Utilisation Request

(a)

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

(i)

it specifies which Loan the Utilisation relates to;

(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 10 (Interest Periods).

(b)

Only one Loan may be requested in each Utilisation Request.

5.3

Currency and amount

(a)

The currency specified in a Utilisation Request must be USD.

(b)

The amount of the proposed Loan must be an amount which is not more than the Available Facility in respect of the relevant Tranche.

5.4

Lenders’ participation

(a)

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

(b)

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

(c)

The Agent shall notify each Lender of the amount of each Loan and the amount of its participation in that Loan by 12:00 noon CET on the date falling four (4) Business Day prior to the relevant Utilisation Date.

5.5

Cancellation of Commitment

6.

JOINT AND SEVERAL LIABILITY

6.1

Joint and several liability

(a)

Notwithstanding anything to the contrary herein contained, the Borrowers (except for Borrower KS, which will only be liable for Tranche 1 and Tranche 2) shall be and remain jointly and severally liable with each other, for (i) the payment of each and every sum from time to time due from the Borrowers, (ii) each and every obligation undertaken by the Borrowers and (iii) each and every liability incurred on the part of the Borrowers under or pursuant to the Finance Documents.

(b)

If at any time a Borrower has paid to the Finance Parties or the Finance Parties have recovered from a Borrower a sum which was due from the Borrowers under or pursuant to the Finance Documents and such sum is higher than the amount that Borrower was obliged to contribute in its relation (if any) with the other Borrowers, then that Borrower shall not have the right of any set-off or counterclaim against the other Borrowers or prove otherwise in competition with the Finance Parties (all such rights being hereby irrevocably waived by each Borrower) unless and until the Outstanding Indebtedness has been paid and discharged in full.

(c)

Paragraph (a) and paragraph (b) above shall not apply for Borrower KS who shall, at all times, only be and remain liable for Outstanding Indebtedness relating to Tranche 1 and Tranche 2.

6.2

Limitations

(a)

Notwithstanding the joint and several liability of each Borrower (except for Borrower KS) with the other Borrowers under the Finance Documents:

(i)

the maximum liability of that Borrower under the Finance Documents shall always be limited to USD 288,000,000 plus (i) any interest, default interest, Break Cost or other costs, fees and expenses related to the Borrowers’ obligations under the Finance Documents and (ii) any default interest or other costs, fees and expenses related to the liability of the that Borrower hereunder;

(ii)

the joint and several liability of that Borrower with the other Borrowers does not apply to any liability if and to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of Chapter 8 of the Companies Act or any equivalent and applicable provisions under the laws of the relevant jurisdiction of a Borrower.

(b)

The limitations set out in this Clause 6.2 (Limitations) shall only apply to the extent the joint and several obligations (or parts thereof) are deemed to be guarantee obligations (Nw. kausjon) pursuant to the terms of the FA Act.

6.3

Waiver of defences

(a)

any time, waiver or consent granted to, or composition with, the other Borrowers or any other person;

(b)

the release of the other Borrowers or any other person under the terms of any composition or arrangement with any creditor of the Borrowers;

(c)

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the other Borrowers or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d)

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the other Borrowers or any other person;

(e)

any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature) or replacement of a Finance Document or any other document or security in relation to the other Borrowers;

(f)

any unenforceability, illegality or invalidity of any obligation of the other Borrowers under any Finance Document or any other document or security; or

(g)

any insolvency or similar proceedings in relation to the other Borrowers.

6.4

FA Legislation

7.

REPAYMENT

7.1

Repayment of the Facility

(a)

Borrower A and Borrower KS shall repay Tranche 1 by consecutive quarterly repayment instalments in an amount reflecting a (age-adjusted) maturity profile whereby the Facility (or each Tranche) is repaid to zero upon the Vessels reaching the age of 19.3 years as set out in Schedule 8 (Drawings and repayment schedule), the first of which is due and payable on 30 August 2023.

(b)

Borrower A and Borrower KS shall repay Tranche 2 by consecutive quarterly repayment instalments in an amount reflecting a (age-adjusted) maturity profile whereby the Facility (or each Tranche) is repaid to zero upon the Vessels reaching the age of 19.3 years as set out in Schedule 8 (Drawings and repayment schedule), the first of which is due and payable on 30 August 2023.

(c)

Borrower B shall repay Tranche 3 by consecutive quarterly repayment instalments in an amount reflecting a (age-adjusted) maturity profile whereby the Facility (or each Tranche) is repaid to zero upon the Vessels reaching the age of 19.3 years as set out in Schedule 8 (Drawings and repayment schedule), the first of which is due and payable on 30 August 2023.

(d)

Borrower C shall repay Tranche 4 by consecutive quarterly repayment instalments in an amount reflecting a (age-adjusted) maturity profile whereby the Facility (or each Tranche) is repaid to zero upon the Vessels reaching the age of 19.3 years as set out in Schedule 8 (Drawings and repayment schedule), the first of which is due and payable on 30 August 2023.

(e)

Borrower D shall repay Tranche 5 by consecutive quarterly repayment instalments in an amount reflecting a (age-adjusted) maturity profile whereby the Facility (or each Tranche) is repaid to zero upon the Vessels reaching the age of 19.3 years as set out in Schedule 8 (Drawings and repayment schedule), the first of which is due and payable on 30 August 2023.

(f)

Borrower E shall repay Tranche 6 by consecutive quarterly repayment instalments in an amount reflecting a (age-adjusted) maturity profile whereby the Facility (or each Tranche) is repaid to zero upon the Vessels reaching the age of 19.3 years as set out in Schedule 8 (Drawings and repayment schedule), the first of which is due and payable on 30 August 2023.

(g)

No Borrower may reborrow any part of the Facility which is repaid.

7.2

Final Maturity Date

8.

PREPAYMENT AND CANCELLATION

8.1

Voluntary cancellation

(a)

The Borrowers may, if they give the Agent not less than ten (10) Business Days’ (or such shorter period as the Majority Lenders may agree) prior indicative notice and five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior confirmative notice, cancel the whole or any part (being a minimum amount of USD 12,000,000) of the Available Facility in respect of a Tranche (as determined by the Borrowers).

(b)

Any cancellation under this Clause 8.1 (Voluntary cancellation) relating to a Tranche shall be applied pro rata against all future repayment instalments under that Tranche including the balloon.

(c)

Any cancellation under this Clause 8.1 (Voluntary cancellation) shall reduce the Commitments of the Lenders in respect of the relevant Tranche rateably.

8.2

Voluntary prepayment of Loans

(a)

The Borrowers may, if they give the Agent not less than ten (10) Business Days’ (or such shorter period as the Majority Lenders may agree) prior indicative notice five (5) RFR Banking Days’ (or such shorter period as the Majority Lenders may agree) prior confirmative notice, prepay the whole or any part of a Tranche (as determined by the Borrowers), but, if in part, being an amount that reduces the amount of that Tranche by a minimum amount of USD 12,000,000.

(b)

A Loan may only be prepaid on the last day of an Interest Period; and

(c)

There shall be no more than five (5) voluntary prepayments of Loan, unless otherwise agreed between the Borrower and the Agent (on behalf of the Majority Lenders).

(d)

Any prepayment under this Clause 8.2 (Voluntary prepayment of Loans) towards a Tranche shall rateably satisfy all future obligations under the prepaid Tranche including the balloon and may not be re-borrowed.

8.3

Mandatory prepayment – illegality

(a)

that ▇▇▇▇▇▇ shall promptly notify the Agent upon becoming aware of that event;

(b)

upon the Agent notifying the Borrowers, each Available Commitment of that Lender will be immediately cancelled; and

(c)

to the extent that the Lender’s participation has not been transferred pursuant to paragraph (d) of Clause 8.8 (Right of replacement or repayment and cancellation in relation to a single Lender), the Borrowers shall repay that Lender’s participation in the Loans on the last day of the Interest Period for each Loan occurring after the Agent has notified the Borrowers 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 including any general license or other exemption to Sanctions) and that ▇▇▇▇▇▇’s corresponding Commitment shall be cancelled in the amount of the participations repaid.

8.4

Mandatory prepayment – Disposal or Total Loss of a Vessel

(a)

For the purposes of this Clause 8.4 (Mandatory prepayment – Disposal or Total Loss of a Vessel):

(b)

If a Vessel is subject to a Disposal or if a Vessel suffers a Total Loss, the Borrower which owns the Vessel in question shall immediately prepay and cancel the Facility by an amount equal to the Mandatory Prepayment Amount.

(c)

Any prepayment pursuant to this Clause 8.4 (Mandatory prepayment – Disposal or Total Loss of a Vessel) shall be made by the relevant Borrower:

(i)

in the case of any prepayment relating to a Disposal of a Vessel (other than a Total Loss), on the earlier of the date on which the Disposal is completed by delivery of that Vessel and the date the Disposal proceeds are received; or

(ii)

in the case of any prepayment relating to a Total Loss, on the earlier of the date falling ninety (90) days after the Total Loss Date and the receipt by the Agent of the proceeds of Insurance relating to such Total Loss (or in the event of a requisition for title of that Vessel, immediately after the occurrence of such requisition of title).

(d)

The mandatory prepayment under this Clause 8.4 (Mandatory prepayment – Disposal or Total Loss of a Vessel) shall be applied firstly against the relevant Tranche under which that Vessel is financed, and secondly, against the other Tranches on a pro rata basis.

(e)

Any amounts prepaid under a Tranche in accordance with this Clause 8.4 (Mandatory prepayment – Disposal or Total Loss of a Vessel) shall be applied rateably to satisfy all future obligations under the prepaid Tranche including the balloon in inverse order of maturity.

8.5

Mandatory prepayment – collateral maintenance test

(a)

The Borrowers shall ensure that the aggregate Market Value of the Vessels is at all times at least:

(i)

from the date of the first Utilisation and up to (but not including) the fourth anniversary of the Facility, one hundred and thirty per cent (130%) of the Outstanding Indebtedness; and

(ii)

from the date of the fourth anniversary of the Facility and up to (and including) the Final Maturity Date, one hundred and sixty six per cent (166%) of the Outstanding Indebtedness.

(b)

If the Borrowers fails to meet the requirement set out in paragraph (a) above, the Borrowers shall within thirty (30) days after the Agent’s request:

(i)

prepay the Facility on a pro rata basis by an amount sufficient to become compliant with paragraph (a) above; or

(ii)

provide the Lenders with additional Security in form and substance (including with respect to the type and value of such Security) satisfactory to the Lenders to become compliant with paragraph (a) above, such additional Security to be documented and perfected in such terms as the Agent (on behalf of the Lenders)

(c)

Any amounts prepaid under the Facility in accordance with this Clause 8.5 (Mandatory prepayment – collateral maintenance test) shall be applied rateably to satisfy all future obligations under the prepaid Tranche including the balloon in inverse order of maturity.

8.6

Mandatory prepayment – Change of Control

(a)

the Borrowers shall promptly notify the Agent upon becoming aware of that event;

(b)

a Lender shall not be obliged to fund a Utilisation;

(c)

the Agent (acting on the instructions of the Majority Lenders) may, by not less than sixty (60) days’ notice to the Borrowers, cancel the Total Commitments and declare all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Total Commitments will be cancelled and all such outstanding Loans and amounts will become immediately due and payable.

8.7

Mandatory prepayment – Sanctions Event

(a)

the Obligors shall promptly notify the Agent thereof; and

(b)

a Lender may cancel its Available Commitment with immediate effect and may also demand the Borrowers to prepay that ▇▇▇▇▇▇’s participation in the Loans together with accrued interest, and all other amounts accrued under the Finance Documents, on the date specified by that ▇▇▇▇▇▇ in a notice to the Borrowers.

8.8

Right of replacement or repayment and cancellation in relation to a single Lender

(a)

If:

(i)

any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 13.2 (Tax gross-up); or

(ii)

any Lender claims indemnification from a Borrower under Clause 13.3 (Tax indemnity) or Clause 14.1 (Increased costs),

(b)

On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment(s) of that Lender shall immediately be reduced to zero.

(c)

On the last day of each Interest Period which ends after the Borrowers have given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Borrowers in that notice), the Borrowers shall repay that ▇▇▇▇▇▇’s participation in that Loan.

(d)

If:

(i)

any of the circumstances set out in paragraph (a) above apply to a Lender; or,

(ii)

an Obligor becomes obliged to pay any amount in accordance with Clause 8.3 (Mandatory prepayment – illegality) to any Lender,

(e)

The replacement of a Lender pursuant to paragraph (d) above shall be subject to the following conditions:

(i)

the Borrowers shall have no right to replace the Agent;

(ii)

neither the Agent nor any Lender shall have any obligation to find a replacement Lender;

(iii)

in no event shall the Lender replaced under paragraph (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and

(iv)

the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (d) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer.

(f)

A Lender shall perform the checks described in paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with these checks.

8.9

Right of cancellation in relation to a Defaulting Lender

(a)

If any Lender becomes a Defaulting Lender, the Borrowers may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent thirty (30) Business Days’ notice of cancellation of each Available Commitment of that Lender.

(b)

On the notice referred to in paragraph (a) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately be reduced to zero (0).

(c)

The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Lenders.

8.10

Restrictions

(a)

Any notice of cancellation or prepayment given by any Party under this Clause 8 (Prepayment and cancellation) 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)

The Borrowers may not re-borrow any part of the Facility which is prepaid.

(d)

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

(e)

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

(f)

If the Agent receives a notice under this Clause 8 (Prepayment and cancellation) it shall promptly forward a copy of that notice to either the Borrowers or the affected Lender, as appropriate.

(g)

If all or part of any Lender’s participation in a Loan is repaid or prepaid an amount of that ▇▇▇▇▇▇’s Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

8.11

Application of prepayments

9.

INTEREST

9.1

Calculation of interest

(a)

The rate of interest on each Loan for any day during an Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(i)

Margin; and

(ii)

Compounded Reference Rate for that day.

(b)

If any day during an Interest Period for a Loan is not a RFR Banking Day, the rate of interest on that Loan for that day will be the rate applicable to the immediately preceding RFR Banking Day.

9.2

Payment of interest

9.3

Default interest

(a)

If (i) an Obligor fails to pay any amount payable by it under a Finance Document on its due date or (ii) an Event of Default has occurred and is continuing, interest shall accrue on the Loans from the due date or the date when the notice of the requirement to pay default interest in accordance with Clause 25.20 (Acceleration) has been given by the Agent to the Borrowers (save in case of breach of Clause 21.5 (Notification of default) (in which case default interest shall be payable from the date when the Event of Default occurred) and up to the date of actual payment (both before and after judgment) or until the Event of Default is remedied at a rate which, subject to paragraph (b) below, is two (2) percentage points per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 9.3 (Default interest) shall be immediately payable by the Obligor on demand by the Agent.

(b)

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

9.4

Notification of rates of interest

(a)

The Agent shall promptly upon an Interest Payment being determinable notify:

(i)

the relevant Borrowers of that Interest Payment;

(ii)

each relevant Lender of the proportion of that Interest Payment which relates to that ▇▇▇▇▇▇’s participation in the relevant Loan; and

(iii)

the relevant Lenders and the relevant Borrowers of:

(A)

each applicable rate of interest relating to the determination of that Interest Payment; and

(B)

to the extent it is then determinable, the Market Disruption Rate (if any) relating to the relevant Loan.

(b)

The Agent shall promptly notify the relevant Borrowers of each Funding Rate relating to a Loan.

(c)

The Agent shall promptly notify the relevant Lenders and relevant the Borrowers of the determination of a rate of interest relating to a Loan to which Clause 11.3 (Cost of funds) applies.

(d)

This Clause 9.4 shall not require the Agent to make any notification to any Party on a day which is not a Business Day.

10.

INTEREST PERIODS

10.1

Selection of Interest Periods

(a)

The Borrowers may select an Interest Period for a Loan in the Utilisation Request for that Loan or (if the Loan has already been borrowed) in a Selection Notice.

(b)

Each Selection Notice is irrevocable and must be delivered to the Agent by the Borrowers not later than the 12:00 noon CET on the date falling three (3) Business Days prior to the last day of the current Interest Period.

(c)

If the Borrowers fail to deliver a Selection Notice to the Agent in accordance with paragraph (b) above, the relevant Interest Period will, subject to Clause 10.2 (Changes to Interest Periods) be the period specified in the applicable Reference Rate Terms.

(d)

Subject to this Clause 10 (Interest Periods), the Borrowers may select an Interest Period of any period specified in the Reference Rate Terms or of any other period agreed between the Borrowers, the Agent and all the Lenders.

(e)

No Interest Period shall be longer than six (6) Months.

(f)

Interest Period for the second Utilisation and any subsequent Utilisations shall end at the same time as the current Interest Period for the outstanding Loan(s).

(g)

An Interest Period for a Loan shall not extend beyond the Final Maturity Date.

(h)

Each Interest Period for a Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

10.2

Changes to Interest Periods

(a)

Prior to the earlier of:

(i)

the Agent determining the interest rate for Loan; and

(ii)

the first day of an Interest Period for a Loan,

10.3

Non-Business Days

11.

CHANGES TO THE CALCULATION OF INTEREST

11.1

Interest calculation if no RFR or Central Bank Rate

(a)

there is no applicable RFR or Central Bank Rate for the purposes of calculating the Daily Non-Cumulative Compounded RFR Rate for an RFR Banking Day during an Interest Period for a Loan; and

(b)

“Cost of funds will apply as a fallback” is specified in respect of that Loan in the Reference Rate Terms for that Loan,

11.2

Market disruption

(a)

a Market Disruption Rate is specified in the Reference Rate Terms; and

(b)

before the Reporting Time, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed thirty-five per cent. (35%) of that Loan) that its cost of funds relating to its participation in that Loan would be in excess of that Market Disruption Rate,

11.3

Cost of funds

(a)

If this Clause 11.3 (Cost of funds) applies to a Loan for an Interest Period Clause 9.1 (Calculation of interest) shall not apply to that Loan for that Interest Period and the rate of interest on each Lender’s share of the relevant Loan for the relevant Interest Period 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 ▇▇▇▇▇▇ as soon as practicable and in any event by the Reporting Time, to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in that Loan.

(b)

If this Clause 11.3 (Cost of Funds) applies and the Agent or a Borrower so requires, the Agent and the Borrowers shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.

(c)

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

(d)

If this Clause 11.3 (Cost of Funds) applies pursuant to Clause 11.2 (Market disruption) and:

(i)

the Lender’s Funding Rate is less than the relevant Markets Disruption Rate; or

(ii)

a Lender does not notify a rate to the Agent by the Reporting Time,

(e)

Subject to paragraph (d) above if this Clause 11.3 (Cost of Funds) applies but any Lender does not notify a rate to the Agent by the time specified in paragraph ‎ (a)(ii) above the rate of interest shall be calculated on the basis of the rates notified by the remaining Lenders.

(f)

If this Clause 11.3 (Cost of Funds) applies the Agent, shall as soon as is practicable, notify the Borrowers.

11.4

Break Costs

(a)

If an amount is specified as Break Costs in the Reference Rate Terms, each Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs (if any) attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day prior to the last day of an Interest Period 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 respect of which they become, or may become, payable.

12.

FEES

12.1

Commitment fee

(a)

The Borrowers shall pay to the Agent (for the account of each Lender) a commitment fee computed at the rate of forty per cent. (40%) of the Margin per annum on any new Lender’s (i.e. a Lender which does not have a commitment under the Existing Loan) Available Commitment for the period commencing on the date a firm commitment is presented to the Borrower and throughout the Availability Period.

(b)

The accrued commitment fee is payable on the last day of each successive period of three (3) Months which ends during the 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.

(c)

No commitment fee is payable to the Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

12.2

Other fees

13.

TAX GROSS UP AND INDEMNITIES

13.1

Definitions

(a)

In this Agreement:

13.2

Tax gross-up

(a)

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

(b)

The Borrowers shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so

(c)

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

(d)

If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(e)

Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party 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.

13.3

Tax indemnity

(a)

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

(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,

(ii)

to the extent a loss, liability or cost:

(A)

is compensated for by an increased payment under Clause 13.2 (Tax gross-up); or

(B)

would have been compensated for by an increased payment under Clause 13.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 13.2 (Tax gross-up) applied; or

(C)

relates to a FATCA Deduction required to be made by a Party.

(c)

A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrowers.

(d)

A Protected Party shall, on receiving a payment from an Obligor under this Clause 13.3 (Tax indemnity), notify the Agent.

13.4

Stamp taxes

13.5

VAT

(a)

All amounts set out or expressed in a Finance Document to be payable by any Party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, that Party shall pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).

(b)

If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(i)

(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii)

(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c)

Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(d)

In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

13.6

FATCA Information

(a)

Subject to paragraph (c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

(i)

confirm to that other Party whether it is:

(A)

a FATCA Exempt Party; or

(B)

not a FATCA Exempt Party;

(ii)

supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA;

(iii)

supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

(b)

If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c)

Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i)

any law or regulation;

(ii)

any fiduciary duty; or

(iii)

any duty of confidentiality.

(d)

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

(e)

If an Obligor is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten (10) Business Days of:

(i)

where that Obligor is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;

(ii)

where that Obligor is a US Tax Obligor on a Transfer Date and the relevant Lender is a New Lender, the relevant Transfer Date; or

(iii)

where that Obligor is not a US Tax Obligor, the date of a request from the Agent,

(A)

a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

(B)

any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

(f)

The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the relevant Obligor.

(g)

If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Obligor.

(h)

The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Agent shall not be liable for any action taken by it under or in connection with paragraphs (e), (f) or (g) above.

13.7

FATCA Deduction

(a)

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b)

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrowers and the Agent and the Agent shall notify the other Finance Parties.

14.

INCREASED COSTS

14.1

Increased costs

(a)

Subject to Clause 14.3 (Exceptions) the Borrowers 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, (ii) compliance with any law or regulation made after the date of this Agreement or (iii) the implementation or application of or compliance with any Basel III Regulation, CRD IV and/or CRR (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

(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,

14.2

Increased cost claims

(a)

A Finance Party intending to make a claim pursuant to Clause 14.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrowers.

(b)

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

14.3

Exceptions

(a)

Clause 14.1 (Increased costs) does not apply to the extent any Increased Cost is:

(i)

attributable to a Tax Deduction required by law to be made by an Obligor;

(ii)

attributable to a FATCA Deduction required to be made by a Party;

(iii)

compensated for by Clause 13.3 (Tax indemnity) (or would have been compensated for under Clause 13.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 13.3 (Tax indemnity) applied); or

(iv)

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

(b)

In this Clause 14.3 (Exceptions), a reference to a “Tax Deduction” has the same meaning given to the term in Clause 13.1 (Definitions).

15.

OTHER INDEMNITIES

15.1

Currency indemnity

(a)

If any sum due from an Obligor 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 that Obligor;

(ii)

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

(b)

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

15.2

Other indemnities

(a)

the occurrence of any Event of Default;

(b)

a failure by an Obligor 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 30 (Sharing among the Finance Parties);

(c)

any complaint, claim, proceeding, formal notice, investigation, action, civil penalty or fine against, any settlement, and any other kind of loss or liability, and all reasonable costs and expenses (including reasonable counsel fees and disbursements) incurred by the Agent or any Lender as a result of conduct of any Obligor or any of their partners, directors, officers, employees, agents or advisors, that violates any Sanctions or alleged breach of any Sanction in connection with (directly or indirectly) the Loans;

(d)

funding, or making arrangements to fund, its participation in a Loan requested by the Borrowers 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); or

(e)

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

15.3

Indemnity to the Agent

(a)

investigating any event which it reasonably believes is a Default;

(b)

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

(c)

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.

16.

MITIGATION BY THE LENDERS

16.1

Mitigation

(a)

Each Finance Party shall, in consultation with the Borrowers, 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 8.3 (Mandatory prepayment – illegality), Clause 13 (Tax gross-up and indemnities) or

(b)

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

16.2

Limitation of liability

(a)

The Borrowers shall promptly 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 16.1 (Mitigation).

(b)

A Finance Party is not obliged to take any steps under Clause 16.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

17.

COSTS AND EXPENSES

17.1

Transaction expenses

(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.

17.2

Amendment costs

17.3

Enforcement and preservation costs

18.

SECURITY

18.1

Security – the Facility

(a)

the Mortgages;

(b)

the Assignment Agreements;

(c)

the Factoring Agreements;

(d)

the Assignments of Charterparty;

(e)

the Share Pledges;

(f)

the Guarantees; and

(g)

the Manager’s Undertakings from the Manager of the Vessels,

18.2

Security – Tranche 1 and Tranche 2

(a)

the Borrower KS Mortgage 1;

(b)

the Borrower KS Mortgage 2;

(c)

the Borrower KS Assignment Agreement;

(d)

the Borrower KS Factoring Agreement,

18.3

Assignment of Charterparty

18.4

Perfection etc.

18.5

Security - Hedging Agreement

19.

GUARANTEE AND INDEMNITY

19.1

Guarantee and indemnity

(a)

guarantees to each Finance Party and each Hedging Bank punctual performance by each Borrower of all that Borrower’s obligations under the Finance Documents and the Hedging Agreements;

(b)

undertakes with each Finance Party and each Hedging Bank that whenever a Borrower does not pay any amount when due under or in connection with any Finance Document or any Hedging Agreement, that Guarantor shall immediately on demand (Nw. selvskyldnergaranti) pay that amount as if it was the principal obligor; and

(c)

agrees with each Finance Party and each Hedging Bank that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party and/or that Hedging Bank immediately on demand against any cost, loss or liability it incurs as a result of a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document or any Hedging Agreement on the date when it would have been due. The amount payable by that Guarantor under this indemnity will not exceed the amount it would have had to pay

19.2

Guarantee limitations

(a)

the maximum guarantee liability of each Guarantor shall always be limited to USD 300,000,000, in each case plus (i) any interest, default interest, Break Cost or other costs, fees and expenses related to the Borrowers’ obligations under the Finance Documents and the Hedging Agreements and (ii) any default interest or other costs, fees and expenses related to the liability of that Guarantor hereunder; and

(b)

the guarantee set out in this Clause 19 (Guarantee and indemnity) does not apply to any liability if and to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of Chapter 8 of the Companies Act or any equivalent and applicable provisions under the laws of the relevant jurisdiction of the Guarantors.

19.3

Continuing guarantee

19.4

Number of claims

19.5

Reinstatement

19.6

Waiver of defences

(a)

any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b)

the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(c)

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of,

(d)

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e)

any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document, any Hedging Agreement or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document, any Hedging Agreement or other document or security;

(f)

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g)

any insolvency or similar proceedings.

19.7

Immediate recourse

19.8

Appropriations

(a)

refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party or that Hedging Bank (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b)

hold in an interest-bearing suspense account any moneys received from an Obligor.

19.9

Deferral of the Guarantors’ rights

(a)

to be indemnified by an Obligor;

(b)

to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents and the Hedging Agreements;

(c)

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other

(d)

to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which that Guarantor has given a guarantee, undertaking or indemnity under Clause 19.1 (Guarantee and Indemnity);

(e)

to exercise any right of set-off against any Obligor; and/or

(f)

to claim or prove as a creditor of any Obligor in competition with any Finance Party or any Hedging Bank.

19.10

Additional security

19.11

Norwegian FA Legislation

(a)

§ 3-36 (information regarding information to be provided to guarantors and third party security providers);

(b)

§ 4-13 (1) (as the Agent shall be entitled to exercise all its rights under this Agreement and applicable law in order to secure payment. Such rights shall include the right to set-off any credit balance in any currency, on any bank account that Guarantor might have with each of the Finance Parties and the Hedging Banks individually against the amount due);

(c)

§ 6-3 (1) – (2) (to be notified of an Event of Default hereunder or under a Hedging Agreement and to be kept informed thereof);

(d)

§ 6-3 (3) (to be notified of any extension granted to a Borrower in payment of principal and/or interest);

(e)

§ 6-3 (4) (to be notified of a Borrower’s bankruptcy proceedings or debt reorganisation proceedings and/or any application for the latter);

(f)

§ 6-5 (2) (that its consent is required for it to be bound by amendments to the Finance Documents and the Hedging Agreements that may be detrimental to its interest);

(g)

§ 6-6 (that its consent is required for the release of other Security);

(h)

§ 6-7 (2) (about any reduction of its liabilities hereunder, since no such reduction shall apply as long as any amount is outstanding under the Finance Documents and the Hedging Agreements);

(i)

§ 6-7 (4) (that its liabilities hereunder shall lapse after ten (10) years, as it shall remain liable hereunder as long as any amount is outstanding under any of the Finance Documents and the Hedging Agreements);

(j)

§ 6-9 (3) (as it shall not have any right of subrogation into the rights of the Finance Parties under the Finance Documents and/or the Hedging Banks under the Hedging Agreements until and unless the Finance Parties and the Hedging Banks shall have received all amounts due or to become due to them under the Finance Documents and the Hedging Agreements);

(k)

§ 6-10 (as the Finance Parties and the Hedging Banks shall have no liability first to make demand upon or seek to enforce remedies against any other Obligor or any other Security Interest provided in respect of any other Obligor’s liabilities under the Finance Documents and the Hedging Agreements before demanding payment under or seeking to enforce its guarantee obligations hereunder);

(l)

§ 6-11 (as all interest and default interest due under any of the Finance Documents and the Hedging Agreements shall be secured by its guarantee obligations hereunder);

(m)

§ 6-12 (1) – (2) (as all costs and expenses related to a termination event or an Event of Default under this Agreement and under the Hedging Agreements shall be secured by its guarantee obligations hereunder); and

(n)

§ 6-13 (1) – (2) (as it shall not make any claim against any other Obligor for payment by reason of performance by it of its obligations under the Finance Documents and the Hedging Agreements until and unless the Finance Parties and the Hedging Banks first shall have received all amounts due or to become due to them under the Finance Documents and the Hedging Agreements).

20.

REPRESENTATIONS

20.1

Status

(a)

It is a limited liability company or limited partnership, duly incorporated or formed, as applicable, and validly existing under the law of its jurisdiction of incorporation or formation.

(b)

It has the power to own its assets and carry on its business as it is being conducted.

20.2

Binding obligations

(a)

The obligations expressed to be assumed by it in each Finance Document are, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation), legal, valid, binding and enforceable obligations.

(b)

Save as provided herein or therein and/or as have been or shall be completed prior to the Initial Borrowing Date, no registration, filing, payment of tax or fees or other formalities are necessary or desired to render the Finance Documents enforceable against the Obligors, and in respect of a Vessel, for the Mortgage over that Vessel to constitute valid and enforceable first priority mortgage over that Vessel.

20.3

Non-conflict with other obligations

(a)

any law, statute, rule or regulation applicable to it, or any order, judgment, decree or permit to which it is subject (including the Council Directive 2001/97/EC of the European Parliament and of the Council of 4 December 2001 amending Council Directive 91/308/EEC of the Council of the European Community implemented to combat “money laundering”);

(b)

its constitutional documents; or

(c)

any agreement or instrument binding upon it or any of its assets.

20.4

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 and the Transaction Documents to which it is a party and the transactions contemplated by those Finance Documents and Transaction Documents.

(b)

All necessary corporate, shareholder and other action have been taken by it to approve and authorize the execution of the Finance Documents and the Transaction Documents, the compliance with the provisions thereof and the performance of its obligations thereunder.

(c)

Each Borrower acts for its own account by entering into the Finance Documents and obtaining the Facility.

20.5

Validity and admissibility in evidence

(a)

to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents and the Transaction Documents to which it is a party;

(b)

to make the Finance Documents and the Transaction Documents to which it is a party admissible in evidence in its jurisdiction of incorporation; and

(c)

in connection with its business and ownership of assets,

20.6

Authorisations

20.7

Governing law and enforcement

(a)

The choice of English, Norwegian and Bahamas law respectively as the governing law of the Finance Documents and the Hedging Agreements will be recognised and enforced in its jurisdiction of incorporation.

(b)

Any judgment obtained in England, Norway and/or the Bahamas in relation to a Finance Document or a Hedging Agreement will be recognised and enforced in its jurisdiction of incorporation.

20.8

Insolvency

20.9

Deduction of Tax

20.10

No filing or stamp taxes

(a)

registration of the Mortgages with an Approved Ship Registry (and payment of associated fees), which registration will be made (and such fees paid) on or before the respective Utilisation Dates; and

(b)

registration of the Factoring Agreements with the Norwegian Registry of Moveable Property (and payment of associated fees), which registration will be made (and such fees paid) within thirty 30 days of the Closing Date.

20.11

No default

(a)

No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.

(b)

No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or to which its assets are subject which might have a Material Adverse Effect.

20.12

No misleading information

(a)

Any factual information provided by any member of the Group was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(b)

The financial information provided by any member of the Group has been prepared on the basis of recent historical information and on the basis of reasonable assumptions.

(c)

Nothing has occurred or been omitted and no information has been given or withheld that results in the information provided by any member of the Group being untrue or misleading in any material respect.

20.13

Financial statements

(a)

Its Original Financial Statements and the financial information most recently delivered to the Agent pursuant to Clause 21 (Information Undertakings) were prepared in accordance with GAAP consistently applied.

(b)

Its Original Financial Statements and the financial information most recently delivered to the Agent pursuant to Clause 21 (Information Undertakings) fairly represent its financial condition as at the end of the relevant financial year and operations during the relevant financial year (consolidated in the case of the Parent Guarantor).

(c)

As of the date of the Original Financial Statements and the financial information most recently delivered to the Agent pursuant to Clause 21 (Information Undertakings), no Obligor has had any material liabilities, direct or indirect, actual or contingent which has not been disclosed to the Agent, and there is no material, unrealised or anticipated losses from any unfavourable commitments not disclosed by or reserved against it in the Original Financial Statements, the most recent delivered financial information or in the notes thereto.

(d)

There has been no material adverse change in its business or financial condition (or the business or consolidated financial condition of the Group) since the date of delivery of its latest financial statements.

20.14

Pari passu ranking

20.15

No proceedings pending or threatened

20.16

Title

20.17

No security

20.18

No immunity

20.19

Ranking of Security Documents

20.20

Taxation

(a)

It is not overdue in the filing of any Tax returns.

(b)

No claims or investigations are being, or are reasonably likely to be, made or conducted against it with respect to Taxes which is reasonably likely to have a material adverse effect on its ability to perform its obligations under the Finance Documents.

(c)

It is resident for Tax purposes only in the jurisdiction of its incorporation, unless the Agent shall have been otherwise informed in writing.

20.21

Compliance with Environmental Laws

20.22

Environmental Claims

20.23

Laws and regulations

(a)

It and parties acting on its behalf has and shall continue to observe and abide with all applicable laws and regulations applicable to it, inter alia to bribery and corrupt practices and to SOLAS.

(b)

It and parties acting on its behalf confirms that it is aware of and abides with, including but not limited any law, official requirement or other regulatory measure or procedure implemented to combat:

(i)

money laundering (as defined in Article 1 of the Directive 2005/60/EF (Directive 2005/60/EC of the European Parliament and of the Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing) amending Council Directive 91/308, as amended from time to time); and

(ii)

bribery and corrupt practices, and it further confirms that it is aware of the Norwegian Penal Code of 2005 § 387 - § 389 cf. § 15 (Nw. straffeloven) pursuant to which bribery and participation in bribery may be charged with penalties of fines or up to three years of imprisonment or up to ten years of imprisonment in severe cases and that the Penal Code criminalises bribery in the public as well

(c)

It has not (and none of its Subsidiaries has) breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

(d)

No labour disputes are current or, to the best of its knowledge and belief (having made due and careful enquiry), threatened against any member of the Group which have or are reasonably likely to have a Material Adverse Effect.

20.24

ISM Code and ISPS Code compliance

20.25

The Vessels

(a)

in the absolute ownership of the relevant Borrower free and clear of all encumbrances (other than current crew wages and the relevant Mortgage) and that Borrower will be the sole, legal and beneficial owner of that Vessel;

(b)

registered in the name of the relevant Borrower with the relevant Approved Ship Registry under the laws and flag applicable for the relevant Approved Ship Registry;

(c)

operationally seaworthy in every way and fit for service; and

(d)

classed with DNV GL or such other classification society as approved by the Agent, free of all overdue requirements and other recommendations.

20.26

Financial Indebtedness

20.27

Sanctions

(a)

It, each other member of the Group, their Affiliates, their joint ventures, and their respective directors, officers, employees, agents or representatives has been and is in compliance with Sanctions;

(b)

Neither it, nor any other Relevant Person:

(i)

is, or has been, a Restricted Party, or is, or has been, involved in any transaction, activity or conduct through which it is likely to become a Restricted Party;

(ii)

is engaging, or has engaged in any transaction that evades or avoids, or has the purpose of evading or avoiding, or breaches or attempts to breach, directly or indirectly, any Sanctions; or

(c)

is subject to or involved in any inquiry, claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority or any other relevant third party.

20.28

Anti-bribery, anti-corruption and anti-money laundering

20.29

Ownership

20.30

Transaction Documents

(a)

No material terms of any of the Transaction Documents have been amended or terminated, nor have any waivers of any material terms thereof been agreed, without the prior written consent of the Agent.

(b)

It has not received any notice of termination or force majeure under any of the Transaction Documents.

20.31

Use of proceeds

20.32

Repetition

21.

INFORMATION UNDERTAKINGS

21.1

Financial statements

(a)

as soon as the same become available, but in any event within one hundred and fifty (150) days after the end of each of its financial years their audited consolidated financial statements for that financial year; and

(b)

as soon as the same become available, but in any event within ninety (90) days after the end of its three financial quarters their unaudited consolidated financial statements for that financial quarter.

21.2

Compliance Certificate

21.3

Requirements as to financial statements

(a)

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

(b)

The Obligors shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 21.1 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Agent:

(i)

a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which that Obligor’s Original Financial Statements were prepared; and

(ii)

sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that ▇▇▇▇▇▇▇’s Original Financial Statements.

21.4

Information: miscellaneous

(a)

all relevant documents dispatched by the Parent Guarantor to its shareholders (or any class of them) or by an Obligor to its creditors generally at the same time as they are dispatched;

(b)

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

(c)

promptly upon becoming aware of them, the details of any inquiry, claim, action, suit, proceeding or investigation pursuant to Sanctions against it or any other Relevant Person, as well as information on what steps are being taken with regards to answer or oppose such;

(d)

promptly upon becoming aware that it or any other Relevant Person has become or is likely to become a Restricted Party;

(e)

promptly upon becoming aware of it, notification in writing that it has identified a breach or violation of any representation contained in Clause 20.27 (Sanctions) or any undertaking in Clauses 23.22 (Sanctions) or 23.25 (Compliance policies and procedures); and

(f)

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

21.5

Notification of default

(a)

Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

(b)

Promptly upon a request by the Agent, each Obligor shall supply to the Agent a certificate signed by two 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).

21.6

Notification of Environmental Claims

(a)

if any Environmental Claim has been commenced or (to the best of its knowledge and belief) is threatened against an Obligor (or any of its Affiliates), the Manager or any Vessel; and

(b)

of any fact and circumstances which will or are reasonably likely to result in any Environmental Claim being commenced or threatened against an Obligor (or any of its Affiliates), the Manager or any Vessel,

21.7

Poseidon Principles

22.

FINANCIAL COVENANTS

22.1

Definitions

(a)

deducting any provision on account of taxation;

(b)

deducting any interest, discounts or other fees incurred or payable, by any member of the relevant Group in respect of Financial Indebtedness;

(c)

taking into account any items treated as exceptional or extraordinary items; and

(d)

any amount attributable to the amortisation of intangible assets and depreciation of tangible assets.

22.2

Financial condition –Borrowers

22.3

Financial condition – Parent Guarantor

(a)

Working Capital

(b)

Liquidity

(i)

USD 1,500,000 for each owned (directly or indirectly) vessel with employment contracts with less than twelve (12) months’ remaining tenor (excluding options) up to a total of eight (8) vessels, i.e. up to an additional Liquidity requirement of USD 12,000,000 in aggregate; and

(ii)

USD 1,000,000 for each owned (directly or indirectly) vessel with employment contracts with less than twelve (12) months’ remaining tenor (excluding options) up to a total of twelve (12) vessels, i.e. up to a further additional Liquidity requirement of USD 12,000,000 in aggregate, resulting in a potential maximum requirement of Liquidity of minimum USD 39,000,000 in total,

(c)

Minimum Equity Ratio

(d)

Interest Coverage Ratio

22.4

Financial testing

22.5

Financial covenants in other agreements

23.

GENERAL UNDERTAKINGS

23.1

Authorisations

(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,

23.2

Negative pledge

(a)

No Obligor shall create or permit to subsist any Security over any of the Mortgaged Assets or over the shares or other ownership interests in KNOT Offshore Partners UK LLC and KNOT ST.

(b)

No Borrower shall create or permit to subsist any Security over any of its assets nor any factoring agreement to be registered with the Norwegian Registry of Movable Property (Nw. Løsøreregisteret).

(c)

No Borrower shall:

(i)

sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;

(ii)

sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii)

enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv)

enter into any other preferential arrangement having a similar effect,