Common use of Auction Procedures Clause in Contracts

Auction Procedures. (a) In connection with an Auction, the Borrower will provide notification to the Administrative Agent (for distribution to the Term Loan Lenders of the applicable Facility with respect to which such notice relates) of the Auction (an “Auction Notice”), which shall be substantially in the form of Exhibit L. Each Auction Notice shall contain (i) the total cash value of the bid, in a minimum amount of $5,000,000 with minimum increments of $1,000,000 (the “Auction Amount”), unless otherwise agreed by the Administrative Agent, (ii) the name of the relevant Facility or Facilities (which for the avoidance of doubt must be in respect of Term Loans) to which the Auction relates (the “Applicable Term Loan Facility”), (iii) the discount to par, which may be a single percentage or a range of percentages (the “Discount Range”) of the par principal amount of the Term Loans of each Applicable Term Loan Facility that represents the purchase price or range of purchase prices that could be paid in the Auction with respect to such Applicable Term Loan Facility and (iv) the date by which the Term Loan Lenders of the Applicable Term Loan Facility are required to indicate their election to participate in the Auction (the “Reply Date”), which shall be not less than five Business Days after delivery of the Auction Notice. (b) In connection with any Auction, each Term Loan Lender of the Applicable Term Loan Facility or Applicable Term Loan Facilities may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) on or before the Reply Date, substantially in the form of Exhibit M, which shall specify (i) a discount to par for Term Loans in the Applicable Term Loan Facility that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (ii) a principal amount of Term Loans in the Applicable Term Loan Facility that such Lender is willing to offer for sale at its Reply Discount which must be in increments of $500,000 (the “Reply Amount”). A Term Loan Lender in the Applicable Term Loan Facility may avoid the minimum increment amount condition solely when submitting a Reply Amount equal to such Term Loan Lender’s entire remaining amount of such Term Loans. Term Loan Lenders may only submit one Return Bid per Auction per Applicable Term Loan Facility but each Return Bid may contain up to three component bids only one of which can result in a Qualifying Bid (as defined below). Each Return Bid submitted to the Administrative Agent shall be irrevocable. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance. The Borrower will not have any obligation to purchase any Term Loans at any price. The processing and recordation fees as set forth in Section 12.6 hereof shall not be applicable to any Auctions (it being understood and agreed that other fees may be applicable in connection with any Auction). (c) Based on the Reply Discounts and Reply Amounts received by the Administrative Agent (who shall reasonably promptly provide the Borrower with a copy of all Reply Discounts), the Administrative Agent, in consultation with the Borrower, will calculate the applicable discount (the “Applicable Discount”) for the Auction with respect to each Applicable Term Loan Facility, which will be the highest Reply Discount that is within the Discount Range and, in the event the Auction Amount cannot be paid in full at the highest Reply Discount, the Applicable Discount shall be the highest Reply Discount reducing in order to the lowest Reply Discount that is within the Discount Range which yields a prepayment in an aggregate principal amount equal to the lower of (i) the Auction Amount and (ii) the sum of all Reply Amounts. The Borrower shall purchase Term Loans (or the respective portions thereof) of the Applicable Term Loan Facility from each relevant Term Loan Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) first to Qualifying Loans specifying the highest Reply Discount, then filling orders going to the next highest Reply Discount and then pro rata at the clearing level. If a Term Loan Lender in the Applicable Term Loan Facility has submitted a Return Bid containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount that is equal to or greater than the Applicable Discount will be deemed the Qualifying Bid of such Term Loan Lender. Each participating Term Loan Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due. (d) The Borrower may withdraw an Auction at any time. In connection with any Auction, upon submission by a Term Loan Lender of a Return Bid, such Term Loan Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. (e) Notwithstanding the provisions of this Section 5.19, the Administrative Agent in consultation with the Borrower, may amend or modify the procedures, notices, bids and Assignment and Acceptance Agreement in connection with any Auction (including, solely with Borrower’s consent), (i) any term to the extent Borrower’s commercial interests will be materially adversely affected by such amendment or modification and (ii) the economic terms to the extent no Term Loan Lenders have validly tendered Term Loans requested in an offer, but excluding economic terms of an auction after any Term Loan Lenders in the Applicable Term Loan Facility have validly tendered Term Loans requested in an offer, other than to increase the Auction Amount or raise the Discount Range; provided that no such amendments or modifications may be implemented after 24 hours prior to the date and time return bids are due. (f) All parties to the relevant repurchases shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into the terms of the Assignment and Assumption.

Auction Procedures. (a) In connection with an Auction, the Borrower will provide notification This Exhibit K is intended to the Administrative Agent (for distribution to the Term Loan Lenders summarize certain basic terms of the applicable Facility procedures with respect to which such notice relatescertain Term Borrower buy-backs pursuant to and in accordance with the terms and conditions of Section 10.06(g) of the Credit Agreement to which this Exhibit K is attached. It is not intended to be a definitive list of all of the terms and conditions of a Dutch Auction (an “Auction Notice”), which and all such terms and conditions shall be substantially set forth in the form of Exhibit L. Each Auction Notice shall contain (i) the total cash value of the bid, in a minimum amount of $5,000,000 with minimum increments of $1,000,000 (the “Auction Amount”), unless otherwise agreed by the Administrative Agent, (ii) the name of the relevant Facility or Facilities (which applicable auction procedures documentation set for the avoidance of doubt must be in respect of Term Loans) to which the Auction relates (the “Applicable Term Loan Facility”), (iii) the discount to par, which may be a single percentage or a range of percentages (the “Discount Range”) of the par principal amount of the Term Loans of each Applicable Term Loan Facility that represents the purchase price or range of purchase prices that could be paid in the Auction with respect to such Applicable Term Loan Facility and (iv) the date by which the Term Loan Lenders of the Applicable Term Loan Facility are required to indicate their election to participate in the Dutch Auction (the “Reply Date”), which shall be not less than five Business Days after delivery of the Auction Notice. (b) In connection with any Auction, each Term Loan Lender of the Applicable Term Loan Facility or Applicable Term Loan Facilities may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) on or before the Reply Date, substantially in the form of Exhibit M, which shall specify (i) a discount to par for Term Loans in the Applicable Term Loan Facility that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (ii) a principal amount of Term Loans in the Applicable Term Loan Facility that such Lender is willing to offer for sale at its Reply Discount which must be in increments of $500,000 (the “Reply AmountOffer Documents”). A Term Loan Lender in the Applicable Term Loan Facility may avoid the minimum increment amount condition solely when submitting a Reply Amount equal to such Term Loan Lender’s entire remaining amount None of such Term Loans. Term Loan Lenders may only submit one Return Bid per Auction per Applicable Term Loan Facility but each Return Bid may contain up to three component bids only one of which can result in a Qualifying Bid (as defined below). Each Return Bid submitted to the Administrative Agent shall be irrevocable. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment investment bank of recognized standing selected by the Term Borrower and Acceptance. The Borrower will not have any obligation consented to purchase any Term Loans at any price. The processing and recordation fees as set forth in Section 12.6 hereof shall not be applicable to any Auctions (it being understood and agreed that other fees may be applicable in connection with any Auction). (c) Based on the Reply Discounts and Reply Amounts received by the Administrative Agent (who shall reasonably promptly provide the “Auction Manager”) or any of their respective Affiliates makes any recommendation pursuant to the Offer Documents as to whether or not any Term Lender should sell by assignment any of its Term Loans pursuant to the Offer Documents (including, for the avoidance of doubt, by participating in the Dutch Auction as a Term Lender) or whether or not the Term Borrower with should purchase by assignment any Term Loans from any Term Lender pursuant to any Dutch Auction. Each Term Lender should make its own decision as to whether to sell by assignment any of its Term Loans and, if so, the principal amount of and price to be sought for such Term Loans. In addition, each Term Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning any Dutch Auction and the Offer Documents. Capitalized terms not otherwise defined in this Exhibit K have the meanings assigned to them in the Credit Agreement among C&J Energy Services LTD., a copy of all Reply DiscountsBermuda exempted company, XX Xxx Holdings S.À X.X., a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 00, xxx Xxxxxx Xxxxxxx, L-2540 Luxembourg, having a share capital of $2,000,000 and registered with the Luxembourg Register of Commerce and Companies under number B190.857, and CJ Holding Co., a Delaware corporation, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, in consultation with the BorrowerSwing Line Lender and an L/C Issuer (as amended, will calculate the applicable discount (restated, supplemented or otherwise modified from time to time, the “Applicable DiscountAgreement”) for the Auction with respect to each Applicable Term Loan Facility, which will be the highest Reply Discount that is within the Discount Range and, in the event the Auction Amount cannot be paid in full at the highest Reply Discount, the Applicable Discount shall be the highest Reply Discount reducing in order to the lowest Reply Discount that is within the Discount Range which yields a prepayment in an aggregate principal amount equal to the lower of (i) the Auction Amount and (ii) the sum of all Reply Amounts. The Borrower shall purchase Term Loans (or the respective portions thereof) of the Applicable Term Loan Facility from each relevant Term Loan Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) first to Qualifying Loans specifying the highest Reply Discount, then filling orders going to the next highest Reply Discount and then pro rata at the clearing level. If a Term Loan Lender in the Applicable Term Loan Facility has submitted a Return Bid containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount that is equal to or greater than the Applicable Discount will be deemed the Qualifying Bid of such Term Loan Lender. Each participating Term Loan Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due). (d) The Borrower may withdraw an Auction at any time. In connection with any Auction, upon submission by a Term Loan Lender of a Return Bid, such Term Loan Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. (e) Notwithstanding the provisions of this Section 5.19, the Administrative Agent in consultation with the Borrower, may amend or modify the procedures, notices, bids and Assignment and Acceptance Agreement in connection with any Auction (including, solely with Borrower’s consent), (i) any term to the extent Borrower’s commercial interests will be materially adversely affected by such amendment or modification and (ii) the economic terms to the extent no Term Loan Lenders have validly tendered Term Loans requested in an offer, but excluding economic terms of an auction after any Term Loan Lenders in the Applicable Term Loan Facility have validly tendered Term Loans requested in an offer, other than to increase the Auction Amount or raise the Discount Range; provided that no such amendments or modifications may be implemented after 24 hours prior to the date and time return bids are due. (f) All parties to the relevant repurchases shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into the terms of the Assignment and Assumption.

Auction Procedures. (a) In connection with an AuctionBy 10:30 AM New York time on the fifth Business Day preceding the Auction Payment Date (the “Notice Date”), the Borrower Auction Administrator will provide notification deliver a notice (telephonically and by facsimile transmission) to Credit Suisse Securities (USA) LLC (“CSS”) (which form of notice is attached hereto as Exhibit A) and at least two other entities listed on Schedule A hereto (which Schedule A may be amended by delivery of a revised Schedule A by CSS to the Administrative Agent Auction Administrator) or any successors thereof (together with CSS, the “Dealers”) selected by CSS by the Notice Date and request that they solicit bids from third-party investors, which may include Dealers (the “Bidders”). The Auction Administrator will contact the Dealers via Exhibit A and request that they solicit Qualifying Bids (as defined below) from the Bidders for distribution to the Term Loan Lenders purchase of the applicable Facility with respect to which such notice relates) all or a portion of the Auction Notes, and will request that the Bidders respond to the Dealers, who in turn will convey such bids to the Auction Administrator, by 11:00 AM New York time on the second Business Day prior to the Auction Payment Date (an the “Auction NoticeBid Date”), which shall be substantially in . The Auction Administrator will instruct the form of Exhibit L. Each Auction Notice shall contain Dealers to instruct the Bidders that (i) the total cash value of the bid, in a minimum amount of $5,000,000 with minimum increments of $1,000,000 (the “Auction Amount”), unless otherwise agreed by the Administrative Agentbids must be submitted on an unconditional basis, (ii) the name bids should be submitted as a percentage of the relevant Facility or Facilities par (which for the avoidance after application of doubt must all principal to be in respect of Term Loans) distributed, and all Realized Losses and Recoveries to which be allocated on the Auction relates (the “Applicable Term Loan Facility”)Payment Date, and (iii) the discount price to parbe paid in connection with a winning bid must be deposited into the Auction Proceeds Account (as defined in Section 3(a) of this Agreement) not later than 11:00 AM New York time on the Auction Payment Date (any bid conforming to the requirements of clauses (i) - (iii) being a "Qualifying Bid"). The Auction Administrator will request from each Bidder, which may be a single percentage through the Dealers, instructions for transfer on the Auction Payment Date to the Bidder (or a range of percentages (the “Discount Range”its designee) of the par principal amount of the Term Loans Auction Notes of each Applicable Term Loan Facility that represents the purchase price or range of purchase prices that could be paid Class on which such Bidder is bidding in the Auction with respect to event that such Applicable Term Loan Facility and (iv) Bidder is the date by which the Term Loan Lenders of the Applicable Term Loan Facility are required to indicate their election to participate in the Auction (the “Reply Date”), which shall be not less than five Business Days after delivery of the Auction Noticewinning Bidder. (b) In connection with any Auction, each Term Loan Lender of As soon as practicable after 11:00 AM New York time on the Applicable Term Loan Facility or Applicable Term Loan Facilities may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) on or before the Reply Bid Date, substantially the Auction Administrator will determine the highest Qualifying Bid for each Auction Note being auctioned, based on the Qualifying Bids received by the Auction Administrator from or through the Dealers by 11:00 AM New York time. If no Qualifying Bids for a Class of Auction Notes or for a portion of a Class of Auction Notes are received from or through any Dealers by 11:00 AM New York time on the Bid Date, the Auction Administrator will so advise the Dealers (including CSS) by telephone and facsimile transmission (in the form of notice attached hereto as Exhibit MB) and will extend the deadline for receipt of Qualifying Bids for such Class of Auction Notes (or portion thereof) by two hours to 1:00 PM New York time; if no Qualifying Bids are received by 1:00 PM New York time for such Class of Auction Notes (or portion thereof), the auction price for such Auction Notes for purposes of the Auction Swap Agreement will be deemed to be zero. If only one Qualifying Bid for a Class of Auction Notes (or portion thereof) being auctioned is received from or through any Dealers, then the auction price for such Auction Notes (or portion thereof) shall be the amount of such Qualifying Bid. In the event that on the Bid Date two or more Qualifying Bids of equal price (“Tie Bids”) are determined to be the highest Qualifying Bids for an aggregate amount greater than the Class Principal Amount of a Class of Auction Notes, then the Bidders of the Tie Bids will each take a pro rata share in such Auction Notes (based on the aggregate Class Note Principal Balance for such Class of Auction Notes for which each such Bidder submitted a Qualifying Bid); provided, however, that such Auction Notes shall specify be issued in the minimum denomination, or multiples in excess thereof, authorized by the Sale and Servicing Agreement. (c) In the event that CSI defaults in its payment obligations under the Auction Swap Agreement: (i) if no Qualifying Bids for a discount Class of Auction Notes are received, then the Holders of such Auction Notes will retain such Auction Notes and their rights under the Auction Swap Agreement; (ii) if Qualifying Bids are received for some, but not all, Auction Notes of a Class, then each Holder of such Class of Auction Notes shall be deemed to par for Term Loans have sold a pro rata portion of its Auction Notes (based on the aggregate Class Principal Amount of such Class of Auction Notes held by each Holder and subject to the proviso in the Applicable Term Loan Facility last sentence of Section 2(b) of this Agreement) and shall retain the remaining Class Principal Amount, if any, of such Class of Auction Notes held by it and its rights under the Auction Swap Agreement; (iii) if bids are received for all Auction Notes of a Class, then each Holder of such Class of Auction Notes shall be deemed to have sold all its Auction Notes (subject to the proviso in the last sentence of Section 2(b) of this Agreement) and shall retain its rights under the Auction Swap Agreement; (iv) if Auction Proceeds for the Auction Notes of a Class are in excess of the Par Price for such Auction Notes, then, on the Auction Payment Date, the Auction Administrator will distribute to the Auction Swap Counterparty or its designee the amount of such excess; and (v) if, after the Holders of all Classes of Auction Notes have received the Par Price for the relevant Auction Notes, there are any remaining proceeds from the early termination of the Swap Agreement, the Auction Administrator will distribute to CSI (or to its designee) the amount of such remaining proceeds. In any case described in (i)-(v) above, the Auction Administrator shall have no further responsibility with respect to the auction of such Auction Notes. (d) By 3:00 PM New York time on the Bid Date, the Auction Administrator will notify the winning Bidder(s) with respect to the applicable auctioned Auction Notes that must (i) its Qualifying Bid was the highest Qualifying Bid and shall give it wiring instructions for payment of the purchase price for such Auction Notes into the Auction Proceeds Account and (ii) unless such purchase price is received by 11:00 AM New York time on the Auction Payment Date, such Bidder’s Qualifying Bid will be expressed as a price rejected and the Qualifying Bid of the next highest Bidder(s) shall be accepted in accordance with clause (f) below. (e) By 3:30 PM New York time on the Bid Date, the Auction Administrator shall also notify CSI of the winning Qualifying Bid (or, if applicable, that no Qualifying Bids have been received) for each Auction Note. To the extent that the winning Qualifying Bid for an Auction Note is less than the Class Principal Amount of such class of Auction Notes on the Auction Payment Date, after application of all principal to be distributed, and all Realized Losses and Subsequent Recoveries to be allocated, to such class of Auction Notes on the Auction Payment Date, in accordance with the terms of the Sale and Servicing Agreement (the “Reply DiscountPar Price”) on the Auction Payment Date, or if no Qualifying Bids have been received for a Note, the Auction Administrator will notify the Auction Swap Counterparty of the amount to be paid by the Auction Swap Counterparty to the Auction Administrator under the Auction Swap Agreement, which amount shall be paid by the Auction Swap Counterparty to the Auction Administrator by 11:00 AM New York time on the Auction Payment Date. To the extent that the winning Qualifying Bid for an Auction Note is greater than the Par Price for such Auction Note, the Auction Administrator will notify the Auction Swap Counterparty of the amount to be paid on the Auction Payment Date from Auction Proceeds by the Auction Administrator to the Auction Swap Counterparty, or its designee, under the Auction Swap Agreement. (f) If a winning Bidder for a Note fails to wire the purchase price for such Note so it is received by the Auction Administrator by 11:00 AM New York time on the Auction Payment Date, the Auction Administrator will notify such Bidder as soon as practicable after 11:00 AM New York time and not later than 12:00 noon New York time that its Qualifying Bid has been rejected and will notify the next highest Bidder(s) for such Note, with a copy to the Auction Swap Counterparty, that its Qualifying Bid has been accepted and shall give it wiring instructions for payment of the purchase price for such Note into the Auction Proceeds Account by 1:00 PM New York time on such Auction Payment Date. If no other Qualifying Bids are available to be accepted pursuant to the preceding sentence, then the Auction Proceeds for such Note for purposes of the Auction Swap Agreement will be deemed to be zero. If either such event occurs, the Auction Administrator shall also notify the Auction Swap Counterparty of the amount to be paid by the Auction Swap Counterparty or to the Auction Swap Counterparty (or its designee), which must as applicable, under the Auction Swap Agreement in accordance with Section 2(e) hereof. (g) On the Auction Payment Date, the Auction Administrator will (i) (subject to the surrender of the Note by the Holder thereof to the Note Registrar pursuant to Section 5 hereof in the event that the Note is not then held in book-entry form) distribute to the Holder of each Note an amount (to be within withdrawn from the Discount RangeAuction Proceeds Account and, if necessary, the Swap Proceeds Account) equal to the sum of (A) the Auction Proceeds, subject to a maximum payment of the Par Price for such Note, and (B) the amount, if any, received from the Auction Swap Counterparty under the Auction Swap Agreement with respect to such Note, and (ii) a principal amount of Term Loans pay (from funds in the Applicable Term Loan Facility that such Lender is willing Auction Proceeds Account) to offer for sale at its Reply Discount which must be in increments of $500,000 (the “Reply Amount”). A Term Loan Lender Auction Swap Counterparty, or if CSS or an affiliate has participated in the Applicable Term Loan Facility may avoid Auction as a Bidder and the minimum increment amount condition solely when submitting a Reply Amount equal Auction Swap Counterparty is CSI, to such Term Loan Lender’s entire remaining amount an unaffiliated designee of such Term Loans. Term Loan Lenders may only submit one Return Bid per Auction per Applicable Term Loan Facility but each Return Bid may contain up to three component bids only one of which can result in a Qualifying Bid (as defined below). Each Return Bid submitted to the Administrative Agent shall be irrevocable. In addition to the Return BidCSI, the participating Lender must execute and deliveramount, if any, to be held paid to the Auction Swap Counterparty or its designee under the Auction Swap Agreement. Such amounts will be distributed to the Holders of such Auction Notes as a payment for the sale of such Auction Notes in escrow by the Administrative Agent, an Assignment and Acceptance. The Borrower will not have any obligation to purchase any Term Loans at any price. The processing and recordation fees same manner as set forth in Section 12.6 hereof shall not be applicable to any Auctions (it being understood and agreed that other fees may be applicable in connection with any Auction). (c) Based such Holders would ordinarily receive distributions on the Reply Discounts and Reply Amounts received by Auction Notes. For purposes of this Agreement, “Auction Proceeds” shall mean the Administrative Agent (who shall reasonably promptly provide the Borrower with a copy of all Reply Discounts), the Administrative Agent, in consultation with the Borrower, will calculate the applicable discount (the “Applicable Discount”) for the Auction with respect to each Applicable Term Loan Facility, which will be the highest Reply Discount that is within the Discount Range and, in the event the Auction Amount cannot be paid in full at the highest Reply Discount, the Applicable Discount shall be the highest Reply Discount reducing in order to the lowest Reply Discount that is within the Discount Range which yields a prepayment in an aggregate principal amount equal to the lower of (i) the Auction Amount and (ii) the sum of all Reply Amounts. The Borrower shall purchase Term Loans (or the respective portions thereof) of the Applicable Term Loan Facility from each relevant Term Loan Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) first to Qualifying Loans specifying the highest Reply Discount, then filling orders going to the next highest Reply Discount and then pro rata at the clearing level. If a Term Loan Lender in the Applicable Term Loan Facility has submitted a Return Bid containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount that is equal to or greater than the Applicable Discount will be deemed the Qualifying Bid of such Term Loan Lender. Each participating Term Loan Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due. (d) The Borrower may withdraw an Auction at any time. In connection with any Auction, upon submission by a Term Loan Lender of a Return Bid, such Term Loan Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. (e) Notwithstanding the provisions proceeds of this Section 5.19, the Administrative Agent in consultation with the Borrower, may amend or modify the procedures, notices, bids and Assignment and Acceptance Agreement in connection with any Auction (including, solely with Borrower’s consent), (i) any term to the extent Borrower’s commercial interests will be materially adversely affected by such amendment or modification and (ii) the economic terms to the extent no Term Loan Lenders have validly tendered Term Loans requested in an offer, but excluding economic terms of an auction after any Term Loan Lenders in the Applicable Term Loan Facility have validly tendered Term Loans requested in an offer, other than to increase the Auction Amount or raise the Discount Range; provided that no of a Class allocable to a Note of such amendments or modifications may be implemented after 24 hours prior to the date and time return bids are dueClass. (f) All parties to the relevant repurchases shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into the terms of the Assignment and Assumption.

Auction Procedures. (a) In connection with an AuctionBy 10:30 AM New York time on the fifth Business Day preceding the Auction Distribution Date (the “Notice Date”), the Borrower Auction Administrator will provide notification deliver a notice (telephonically and by facsimile transmission) to Greenwich Capital Markets, Inc. (“GCM”) (which form of notice is attached hereto as Exhibit A) and at least two other entities listed on Schedule A hereto (which Schedule A may be amended by delivery of a revised Schedule A by GCM to the Administrative Agent Auction Administrator) or any successors thereof (together with GCM, the “Dealers”) selected by GCM by the Notice Date and request that they solicit bids from third-party investors, which may include Dealers (the “Bidders”). The Auction Administrator will contact the Dealers via Exhibit A and request that they solicit bids from the Bidders for distribution to the Term Loan Lenders purchase of the applicable Facility with respect to which such notice relates) all or a portion of the Auction Certificates, and will request that the Bidders respond to the Dealers, who in turn will convey such bids to the Auction Administrator, by 11:00 AM New York time on the second Business Day prior to the Auction Distribution Date (an the “Auction NoticeBid Date”), which shall be substantially in . The Auction Administrator will instruct the form of Exhibit L. Each Auction Notice shall contain Dealers to instruct the Bidders that (i) the total cash value of the bid, in a minimum amount of $5,000,000 with minimum increments of $1,000,000 (the “Auction Amount”), unless otherwise agreed by the Administrative Agentbids must be submitted on an unconditional basis, (ii) the name bids should be submitted as a percentage of par (after application of all principal to be distributed, and all Realized Losses and Subsequent Recoveries to be allocated on the Auction Distribution Date, plus the related Available Funds Cap Shortfall Amounts as of the relevant Facility or Facilities (which for Auction Distribution Date, after reducing such Available Funds Cap Shortfall Amounts by the avoidance of doubt must be related Yield Maintenance Amounts received by the Securities Administrator and/or amounts in respect of Term Loans) to which the Available Funds Cap Reserve Fund, in each case paid on such Auction relates (the “Applicable Term Loan Facility”Distribution Date), and (iii) the discount price to parbe paid in connection with a winning bid must be deposited into the Auction Proceeds Account (as defined in Section 3(a) of this Agreement) not later than 11:00 a.m. New York time on the Auction Distribution Date. The Auction Administrator will request from each Bidder, which may be a single percentage through the Dealers, instructions for transfer on the Auction Distribution Date to the Bidder (or a range of percentages (the “Discount Range”its designee) of the par principal amount of the Term Loans Auction Certificates of each Applicable Term Loan Facility that represents the purchase price or range of purchase prices that could be paid Class on which such Bidder is bidding in the Auction with respect to event that such Applicable Term Loan Facility and (iv) Bidder is the date by which the Term Loan Lenders of the Applicable Term Loan Facility are required to indicate their election to participate in the Auction (the “Reply Date”), which shall be not less than five Business Days after delivery of the Auction Noticewinning Bidder. (b) In connection with any Auction, each Term Loan Lender of As soon as practicable after 11:00 AM New York time on the Applicable Term Loan Facility or Applicable Term Loan Facilities may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) on or before the Reply Bid Date, substantially the Auction Administrator will determine the highest bid for each Auction Certificate being auctioned, based on the bids received by the Auction Administrator from the Dealers by 11:00 AM New York time. If no bids for a Class of Auction Certificates or for a portion of a Class of Auction Certificates are received by 11:00 AM New York time on the Bid Date, the Auction Administrator will so advise the Dealers (including GCM) by telephone and facsimile transmission (in the form of notice attached hereto as Exhibit MB) and will extend the deadline for receipt of bids for such Class of Auction Certificates (or portion thereof) by two hours to 1:00 PM New York time; if no bids are received by 1:00 PM New York time for such Class of Auction Certificates (or portion thereof), the auction price for such Auction Certificates for purposes of the Auction Swap Agreement will be deemed to be zero. If only one bid for a Class of Auction Certificates (or portion thereof) being auctioned is received, then the auction price for such Auction Certificates (or portion thereof) shall be the amount of such bid. In the event that on the Bid Date two or more bids of equal price (“Tie Bids”) are determined to be the highest bids for an aggregate amount greater than the Class Principal Amount of a Class of Auction Certificates, then the Bidders of the Tie Bids will each take a pro rata share in such Auction Certificates (based on the aggregate Class Principal Amount for such Class of Auction Certificates for which each such Bidder submitted a bid); provided, however, that such Auction Certificates shall specify be issued in the minimum denomination, or multiples in excess thereof, authorized by the Trust Agreement. (c) In the event that both GCD and the guarantor of GCD’s obligations under the Auction Swap Agreement (the “Guarantor”) default in their payment obligations under the Auction Swap Agreement: (i) if no bids for a discount Class of Auction Certificates are received, then the Holders of such Auction Certificates will retain such Auction Certificates and their rights under the Auction Swap Agreement; (ii) if bids are received for some, but not all, Auction Certificates of a Class, then each Holder of such Class of Auction Certificates shall be deemed to par for Term Loans have sold a pro rata portion of its Auction Certificates (based on the aggregate Class Principal Amount of such Class of Auction Certificates held by each Holder and subject to the proviso in the Applicable Term Loan Facility last sentence of Section 2(b) of this Agreement) and shall retain the remaining Class Principal Amount, if any, of such Class of Auction Certificates held by it and its rights under the Auction Swap Agreement; (iii) if bids are received for all Auction Certificates of a Class, then each Holder of such Class of Auction Certificates shall be deemed to have sold all its Auction Certificates (subject to the proviso in the last sentence of Section 2(b) of this Agreement) and shall retain its rights under the Auction Swap Agreement; (iv) if Auction Proceeds for the Auction Certificates of a Class are in excess of the Par Price for such Auction Certificates, then, on the Auction Distribution Date, the Auction Administrator will distribute to the Auction Swap Counterparty or its designee the amount of such excess; and (v) if, after the Holders of all Classes of Auction Certificates have received the Par Price for the relevant Auction Certificates, there are any remaining proceeds from the early termination of the Swap Agreement, the Auction Administrator will distribute to GCD (or to its designee) the amount of such remaining proceeds. In any case described in (i)-(v) above, the Auction Administrator shall have no further responsibility with respect to the auction of such Auction Certificates. (d) By 3:00 PM New York time on the Bid Date, the Auction Administrator will notify the winning Bidder(s) with respect to the applicable auctioned Auction Certificates that must (i) its bid was the highest bid and shall give it wiring instructions for payment of the purchase price for such Auction Certificates into the Auction Proceeds Account and (ii) unless such purchase price is received by 11:00 AM New York time on the Auction Distribution Date, such Bidder’s bid will be expressed rejected and the bid of the next highest Bidder(s) shall be accepted in accordance with clause (f) below. (e) By 3:30 PM New York time on the Bid Date, the Auction Administrator shall also notify GCD of the winning bid (or, if applicable, that no bids have been received) for each Auction Certificate. To the extent that the winning bid for an Auction Certificate is less than the sum of the Class Principal Amount of such class of Auction Certificates on the Auction Distribution Date, after application of all principal to be distributed, and all Realized Losses and Subsequent Recoveries to be allocated, to such class of Auction Certificates on the Auction Distribution Date, plus the related Available Funds Cap Shortfall Amounts for such Auction Certificate as a price of the Auction Distribution Date, after reducing such Available Funds Cap Shortfall Amounts by the related Yield Maintenance Amounts received by the Securities Administrator and/or amounts in the Available Funds Cap Reserve Fund, in each case paid on such Auction Distribution Date, in accordance with the terms of the Trust Agreement (the “Reply DiscountPar Price”) on the Auction Distribution Date, the Auction Administrator will notify the Auction Swap Counterparty of the amount to be paid by the Auction Swap Counterparty to the Auction Administrator under the Auction Swap Agreement, which amount shall be paid by the Auction Swap Counterparty to the Auction Administrator by 11:00 AM New York time on the Auction Distribution Date. To the extent that the winning bid for an Auction Certificate is greater than the Par Price for such Auction Certificate, the Auction Administrator will notify the Auction Swap Counterparty of the amount to be paid on the Auction Distribution Date from Auction Proceeds by the Auction Administrator to the Auction Swap Counterparty, or its designee, under the Auction Swap Agreement. (f) If a winning Bidder for a Certificate fails to wire the purchase price for such Certificate so it is received by the Auction Administrator by 11:00 AM New York time on the Auction Distribution Date, the Auction Administrator will notify such Bidder as soon as practicable after 11:00 AM New York time and not later than 12:00 noon New York time that its bid has been rejected and will notify the next highest Bidder(s) for such Certificate, with a copy to the Auction Swap Counterparty, that its bid has been accepted and shall give it wiring instructions for payment of the purchase price for such Certificate into the Auction Proceeds Account by 1:00 PM New York time on such Auction Distribution Date. In such event, the Auction Administrator shall also notify the Auction Swap Counterparty of the amount to be paid by the Auction Swap Counterparty or to the Auction Swap Counterparty (or its designee), which must as applicable, under the Auction Swap Agreement in accordance with Section 2(e) hereof. (g) On the Auction Distribution Date, the Auction Administrator will (i) (subject to the surrender of the Certificate by the Holder thereof to the Certificate Registrar pursuant to Section 5 hereof in the event that the Certificate is not then held in book-entry form) distribute to the Holder of each Certificate an amount (to be within withdrawn from the Discount RangeAuction Proceeds Account and, if necessary, the Swap Proceeds Account) equal to the sum of (A) the Auction Proceeds, subject to a maximum payment of the Par Price for such Certificate, and (B) the amount, if any, received from the Auction Swap Counterparty under the Auction Swap Agreement with respect to such Certificate, and (ii) a principal amount of Term Loans pay (from funds in the Applicable Term Loan Facility that such Lender is willing Auction Proceeds Account) to offer for sale at its Reply Discount which must be in increments of $500,000 (the “Reply Amount”). A Term Loan Lender Auction Swap Counterparty, or if GCM or an affiliate has participated in the Applicable Term Loan Facility may avoid Auction as a Bidder and the minimum increment amount condition solely when submitting a Reply Amount equal Auction Swap Counterparty is GCD, to such Term Loan Lender’s entire remaining amount an unaffiliated designee of such Term Loans. Term Loan Lenders may only submit one Return Bid per Auction per Applicable Term Loan Facility but each Return Bid may contain up to three component bids only one of which can result in a Qualifying Bid (as defined below). Each Return Bid submitted to the Administrative Agent shall be irrevocable. In addition to the Return BidGCD, the participating Lender must execute and deliveramount, if any, to be held paid to the Auction Swap Counterparty or its designee under the Auction Swap Agreement. Such amounts will be distributed to the Holders of such Auction Certificates as a payment for the sale of such Auction Certificates in escrow by the Administrative Agent, an Assignment and Acceptance. The Borrower will not have any obligation to purchase any Term Loans at any price. The processing and recordation fees same manner as set forth in Section 12.6 hereof shall not be applicable to any Auctions (it being understood and agreed that other fees may be applicable in connection with any Auction). (c) Based such Holders would ordinarily receive distributions on the Reply Discounts and Reply Amounts received by the Administrative Agent (who shall reasonably promptly provide the Borrower with a copy of all Reply Discounts), the Administrative Agent, in consultation with the Borrower, will calculate the applicable discount (the “Applicable Discount”) for the Auction with respect to each Applicable Term Loan Facility, which will be the highest Reply Discount that is within the Discount Range and, in the event the Auction Amount cannot be paid in full at the highest Reply Discount, the Applicable Discount shall be the highest Reply Discount reducing in order to the lowest Reply Discount that is within the Discount Range which yields a prepayment in an aggregate principal amount equal to the lower of (i) the Auction Amount and (ii) the sum of all Reply AmountsCertificates. The Borrower shall purchase Term Loans (or the respective portions thereof) of the Applicable Term Loan Facility from each relevant Term Loan Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) first to Qualifying Loans specifying the highest Reply Discount, then filling orders going to the next highest Reply Discount and then pro rata at the clearing level. If a Term Loan Lender in the Applicable Term Loan Facility has submitted a Return Bid containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount that is equal to or greater than the Applicable Discount will be deemed the Qualifying Bid of such Term Loan Lender. Each participating Term Loan Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due. (d) The Borrower may withdraw an Auction at any time. In connection with any Auction, upon submission by a Term Loan Lender of a Return Bid, such Term Loan Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. (e) Notwithstanding the provisions For purposes of this Section 5.19Agreement, the Administrative Agent in consultation with the Borrower, may amend or modify the procedures, notices, bids and Assignment and Acceptance Agreement in connection with any Auction (including, solely with Borrower’s consent), (i) any term to the extent Borrower’s commercial interests will be materially adversely affected by such amendment or modification and (ii) the economic terms to the extent no Term Loan Lenders have validly tendered Term Loans requested in an offer, but excluding economic terms of an auction after any Term Loan Lenders in the Applicable Term Loan Facility have validly tendered Term Loans requested in an offer, other than to increase the Auction Amount or raise the Discount Range; provided that no such amendments or modifications may be implemented after 24 hours prior to the date and time return bids are due. (f) All parties to the relevant repurchases shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into the terms of the Assignment and Assumption.

Auction Procedures. This Exhibit I is intended to summarize certain basic terms of the modified Dutch auction procedures pursuant to and in accordance with the terms and conditions of Section 2.13 of the Credit Agreement dated as of May 18, 2017, among Arctic LNG Carriers LTD., a Xxxxxxxx Islands corporation (a) In connection the "Borrower"), Dynagas Finance LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Borrower ("Xxxxx" and, together with an Auctionthe Borrower, the "Borrowers"), the Borrower will provide notification Subsidiary Guarantors party thereto from time to time, the Lenders party thereto from time to time, and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (for distribution Agent, of which this Exhibit I is a part. It is not intended to the Term Loan Lenders be a definitive statement of all of the applicable Facility with respect to which such notice relates) terms and conditions of a modified Dutch auction, the Auction (an “Auction Notice”), definitive terms and conditions for which shall be substantially set forth in the form applicable Auction Notice. None of Exhibit L. Each Auction Notice shall contain (i) the total cash value of the bid, in a minimum amount of $5,000,000 with minimum increments of $1,000,000 (the “Auction Amount”), unless otherwise agreed by the Administrative Agent, (ii) the name Auction Manager, any of their respective Affiliates, any of the relevant Facility Borrowers or Facilities (which for any of their respective Affiliates makes any recommendation pursuant to the avoidance of doubt must be in respect of Term Loans) applicable Auction Notice as to which the Auction relates (the “Applicable Term Loan Facility”), (iii) the discount whether or not any Lender should sell its Loans to par, which may be a single percentage Borrower or a range Subsidiary of percentages (a Borrower pursuant to the “Discount Range”) of the par principal amount of the Term Loans of each Applicable Term Loan Facility that represents the purchase price or range of purchase prices that could be paid in the Auction with respect to such Applicable Term Loan Facility and (iv) the date by which the Term Loan Lenders of the Applicable Term Loan Facility are required to indicate their election to participate in the Auction (the “Reply Date”), which shall be not less than five Business Days after delivery of the applicable Auction Notice. (b) In connection with any Auction, each Term Loan Lender of nor shall the Applicable Term Loan Facility or Applicable Term Loan Facilities may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) on or before the Reply Date, substantially in the form of Exhibit M, which shall specify (i) a discount to par for Term Loans in the Applicable Term Loan Facility that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (ii) a principal amount of Term Loans in the Applicable Term Loan Facility that such Lender is willing to offer for sale at its Reply Discount which must be in increments of $500,000 (the “Reply Amount”). A Term Loan Lender in the Applicable Term Loan Facility may avoid the minimum increment amount condition solely when submitting a Reply Amount equal to such Term Loan Lender’s entire remaining amount of such Term Loans. Term Loan Lenders may only submit one Return Bid per Auction per Applicable Term Loan Facility but each Return Bid may contain up to three component bids only one of which can result in a Qualifying Bid (as defined below). Each Return Bid submitted to the Administrative Agent shall be irrevocable. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance. The Borrower will not have any obligation to purchase any Term Loans at any price. The processing and recordation fees as set forth in Section 12.6 hereof shall not be applicable to any Auctions (it being understood and agreed that other fees may be applicable in connection with any Auction). (c) Based on the Reply Discounts and Reply Amounts received decision by the Administrative Agent or the Auction Manager (who shall reasonably promptly provide or any of their respective Affiliates) in its capacity as a Lender to sell its Loans to a Borrower or a Subsidiary of a Borrower be deemed to constitute such a recommendation. Each Lender should make its own decision as to whether to sell any of its Loans and as to the Borrower with a copy of all Reply Discounts)price to be sought for such Loans. In addition, the Administrative Agenteach Lender should consult its own attorney, in consultation with the Borrowerbusiness advisor or tax advisor as to legal, will calculate business, tax and related matters concerning each Purchase Offer and the applicable discount (Auction Notice. Capitalized terms not otherwise defined in this Exhibit I have the “Applicable Discount”) for the Auction with respect meanings assigned to each Applicable Term Loan Facility, which will be the highest Reply Discount that is within the Discount Range and, them in the event the Auction Amount cannot be paid in full at the highest Reply Discount, the Applicable Discount shall be the highest Reply Discount reducing in order to the lowest Reply Discount that is within the Discount Range which yields a prepayment in an aggregate principal amount equal to the lower of (i) the Auction Amount and (ii) the sum of all Reply Amounts. The Borrower shall purchase Term Loans (or the respective portions thereof) of the Applicable Term Loan Facility from each relevant Term Loan Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) first to Qualifying Loans specifying the highest Reply Discount, then filling orders going to the next highest Reply Discount and then pro rata at the clearing level. If a Term Loan Lender in the Applicable Term Loan Facility has submitted a Return Bid containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount that is equal to or greater than the Applicable Discount will be deemed the Qualifying Bid of such Term Loan Lender. Each participating Term Loan Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was dueCredit Agreement. (d) The Borrower may withdraw an Auction at any time. In connection with any Auction, upon submission by a Term Loan Lender of a Return Bid, such Term Loan Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. (e) Notwithstanding the provisions of this Section 5.19, the Administrative Agent in consultation with the Borrower, may amend or modify the procedures, notices, bids and Assignment and Acceptance Agreement in connection with any Auction (including, solely with Borrower’s consent), (i) any term to the extent Borrower’s commercial interests will be materially adversely affected by such amendment or modification and (ii) the economic terms to the extent no Term Loan Lenders have validly tendered Term Loans requested in an offer, but excluding economic terms of an auction after any Term Loan Lenders in the Applicable Term Loan Facility have validly tendered Term Loans requested in an offer, other than to increase the Auction Amount or raise the Discount Range; provided that no such amendments or modifications may be implemented after 24 hours prior to the date and time return bids are due. (f) All parties to the relevant repurchases shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into the terms of the Assignment and Assumption.

Auction Procedures. (a) In connection with SECTION 2.1 Pass-through Rate. ----------------- SECTION 2.1.1 Determining the Pass-Through Rate for the Class A Certificates. By purchasing Class A Certificates, whether in an AuctionAuction or otherwise, the Borrower will provide notification to the Administrative Agent (for distribution to the Term Loan Lenders each purchaser of the applicable Facility with respect to which such notice relates) of the Auction (an “Auction Notice”)Class A Certificates, which or its Broker-Dealer, must agree and shall be substantially in the form of Exhibit L. Each Auction Notice shall contain deemed by such purchase to have agreed (i) to participate in Auctions on the total cash value of the bid, in a minimum amount of $5,000,000 with minimum increments of $1,000,000 (the “Auction Amount”), unless otherwise agreed by the Administrative Agentterms described herein, (ii) the name to have its beneficial ownership of the relevant Facility or Facilities (which Class A Certificates maintained at all times in Book-Entry Form for the avoidance account Schedule I-5 of doubt must be its Participant, which in respect turn will maintain records of Term Loans) to which the Auction relates (the “Applicable Term Loan Facility”), such beneficial ownership and (iii) the discount to par, which may be a single percentage or a range of percentages (the “Discount Range”) of the par principal amount of the Term Loans of each Applicable Term Loan Facility that represents the purchase price or range of purchase prices that could be paid in authorize such Participant to disclose to the Auction Agent such information with respect to such Applicable Term Loan Facility and (iv) beneficial ownership as the date by which Auction Agent may request. So long as the Term Loan Lenders ownership of the Applicable Term Loan Facility are required related Class is maintained in Book-Entry Form, an Existing Certificateholder may sell, transfer or otherwise dispose of Certificates of such Class only pursuant to indicate their election to participate a Bid or Sell Order placed in an Auction or otherwise sell, transfer or dispose of Certificates of such Class through a Broker-Dealer, provided that, in the case of all transfers other than pursuant to Auctions, such Existing Certificateholder, its Broker-Dealer or its Participant advises the Auction (the “Reply Date”), which Agent of such transfer. Auctions shall be not less than five Business Days after delivery of conducted on each Auction Date, if there is an Auction Agent on such Auction Date, in the Auction Notice.following manner: (ba) In connection with any Auction, each Term Loan Lender of the Applicable Term Loan Facility or Applicable Term Loan Facilities may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) on or before the Reply Date, substantially in the form of Exhibit M, which shall specify (i) Prior to the Submission Deadline on each related Auction Date: (A) each Existing Certificateholder may submit to a discount to par for Term Loans in Broker- Dealer by telephone or otherwise any information as to: (1) the Applicable Term Loan Facility that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (ii) a principal amount of Term Loans in an Outstanding Class owned by such Existing Certificateholder which such Existing Certificateholder desires to continue to own without regard to the Applicable Term Loan Facility that Pass-Through Rate for such Lender is willing to offer for sale at its Reply Discount which must be in increments of $500,000 Class the next succeeding Interest Accrual Period; (2) the “Reply Amount”). A Term Loan Lender in the Applicable Term Loan Facility may avoid the minimum increment amount condition solely when submitting a Reply Amount equal to such Term Loan Lender’s entire remaining principal amount of an Outstanding Class owned by such Term Loans. Term Loan Lenders may only submit one Return Bid Existing Certificateholder which such Existing Certificateholder offers to sell if the Pass-Through Rate for such Class the next succeeding related Interest Accrual Period shall be less than the rate per Auction per Applicable Term Loan Facility but each Return Bid may contain up annum specified by such Existing Certificateholder; and/or (3) the principal amount of an Outstanding Class owned by such Existing Certificateholder which such Existing Certificateholder offers to three component bids only one of which can result in a Qualifying Bid (as defined below). Each Return Bid submitted sell without regard to the Administrative Agent shall be irrevocable. In addition Pass-Through Rate for such Class for the next succeeding related Interest Accrual Period; and (B) one or more Broker-Dealers may contact Potential Certificateholders to determine the Return Bidprincipal amount of Certificates of the related Class which each Potential Certificateholder offers to purchase, if the participating Lender must execute and deliver, to be held in escrow by Pass-Through Rate for such Class for the Administrative Agent, an Assignment and Acceptance. The Borrower will not have any obligation to purchase any Term Loans at any price. The processing and recordation fees as set forth in Section 12.6 hereof next succeeding related Interest Accrual Period shall not be applicable less than the rate per annum specified by such Potential Certificateholder. The statement of an Existing Certificateholder or a Potential Certificateholder referred to any Auctions in (it being understood and agreed that other fees may be applicable in connection with any Auction). A) or (cB) Based on the Reply Discounts and Reply Amounts received by the Administrative Agent (who shall reasonably promptly provide the Borrower with a copy of all Reply Discounts), the Administrative Agent, in consultation with the Borrower, will calculate the applicable discount (the “Applicable Discount”) for the Auction with respect to each Applicable Term Loan Facility, which will be the highest Reply Discount that is within the Discount Range and, in the event the Auction Amount cannot be paid in full at the highest Reply Discount, the Applicable Discount shall be the highest Reply Discount reducing in order to the lowest Reply Discount that is within the Discount Range which yields a prepayment in an aggregate principal amount equal to the lower of this paragraph (i) the Auction Amount is herein referred to as an "Order," and each Existing Certificateholder and each Potential Certificateholder placing an Order is herein referred to as a "Bidder"; an Order described in clause (A)(1) is herein referred to as a "Hold Order"; an Order described in clauses (A)(2) and (iiB) the sum of all Reply Amounts. The Borrower shall purchase Term Loans is herein referred to as a "Bid"; and an Order described in clause (or the respective portions thereofA)(3) of the Applicable Term Loan Facility from each relevant Term Loan Lender with is herein referred to as a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) first to Qualifying Loans specifying the highest Reply Discount, then filling orders going to the next highest Reply Discount and then pro rata at the clearing level. If a Term Loan Lender in the Applicable Term Loan Facility has submitted a Return Bid containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount that is equal to or greater than the Applicable Discount will be deemed the Qualifying Bid of such Term Loan Lender. Each participating Term Loan Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due"Sell Order. (d) The Borrower may withdraw an Auction at any time. In connection with any Auction, upon submission by a Term Loan Lender of a Return Bid, such Term Loan Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. (e) Notwithstanding the provisions of this Section 5.19, the Administrative Agent in consultation with the Borrower, may amend or modify the procedures, notices, bids and Assignment and Acceptance Agreement in connection with any Auction (including, solely with Borrower’s consent), (i) any term to the extent Borrower’s commercial interests will be materially adversely affected by such amendment or modification and (ii) the economic terms to the extent no Term Loan Lenders have validly tendered Term Loans requested in an offer, but excluding economic terms of an auction after any Term Loan Lenders in the Applicable Term Loan Facility have validly tendered Term Loans requested in an offer, other than to increase the Auction Amount or raise the Discount Range; provided that no such amendments or modifications may be implemented after 24 hours prior to the date and time return bids are due. (f) All parties to the relevant repurchases shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into the terms of the Assignment and Assumption."

Auction Procedures. (a) In connection with an Auction, the Borrower will provide notification to the Administrative Agent (for distribution to the Term Loan Lenders of the applicable Facility with respect to which such notice relates) of the Auction (an “Auction Notice”), which shall be substantially in the form of Exhibit L. Each Auction Notice shall contain (i) the total cash value of the bid, in a minimum amount of $5,000,000 with minimum increments of $1,000,000 (the “Auction Amount”), unless otherwise agreed by the Administrative Agent, (ii) the name of the relevant Facility or Facilities (which for the avoidance of doubt must be in respect of Term Loans) to which the Auction relates (the “Applicable Term Loan Facility”), (iii) the discount to par, which may be a single percentage or a range of percentages (the “Discount Range”) of the par principal amount of the Term Loans of each Applicable Term Loan Facility that represents the purchase price or range of purchase prices that could be paid in the Auction with respect to such Applicable Term Loan Facility and (iv) the date by which the Term Loan Lenders of the Applicable Term Loan Facility are required to indicate their election to participate in the Auction (the “Reply Date”), which shall be not less than five Business Days after delivery of the Auction Notice. (b) In connection with any Auction, each Term Loan Lender of the Applicable Term Loan Facility or Applicable Term Loan Facilities may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation Manager (the “Return Bid”) on or before the Reply Date, substantially to be included in the form of Exhibit M, Offer Documents) which shall specify (i) the tranche or tranches of Term Loans with respect to which such Lender wishes to participate, (ii) a discount to par for Term Loans in the Applicable Term Loan Facility that must be expressed as a price per $1,000 of each applicable tranche of Term Loans (in each case, the “Reply DiscountPrice”), which must be ) within the Discount Range, Range and (ii) a the principal amount of each applicable tranche of Term Loans Loans, in the Applicable Term Loan Facility an amount not less than $1,000,000, that such Lender is willing to offer for sale at its Reply Discount which must be Price (in increments of $500,000 (each case, the “Reply Amount”). A Term Loan ; provided, that each Lender in the Applicable Term Loan Facility may avoid the minimum increment amount condition solely when submitting submit a Reply Amount equal with respect to such a tranche of Term Loan Lender’s Loans that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount comprises the entire remaining amount of the Term Loans of such Term Loanstranche held by such Lender at such time. Term Loan The Lenders may only submit one Return Bid per Auction per Applicable with respect to each tranche of Term Loan Facility Loans but each Return Bid may contain up to three component bids only one with respect to each , each of which can may result in a separate Qualifying Bid (as defined below). Each Return Bid and each of which will not be contingent on any other component bid submitted to the Administrative Agent shall be irrevocableby such Lender resulting in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Administrative AgentAuction Manager, an Assignment and AcceptanceAssumption in the form included in the Offer Documents which shall be in form and substance reasonably satisfactory to the Auction Manager (the “Borrower Assignment and Assumption”). The Borrower will not have any obligation to purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any price. The processing and recordation fees Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Threshold Price (as set forth in Section 12.6 hereof shall not be applicable to any Auctions (it being understood and agreed that other fees may be applicable in connection with any Auctiondefined below). (c) Based on the Reply Discounts and Reply Amounts received by the Administrative Agent (who shall reasonably promptly provide the Borrower with a copy of all Reply Discounts), the Administrative Agent, in consultation with the Borrower, will calculate the applicable discount (the “Applicable Discount”) for the Auction with respect to each Applicable Term Loan Facility, which will be the highest Reply Discount that is within the Discount Range and, in the event the Auction Amount cannot be paid in full at the highest Reply Discount, the Applicable Discount shall be the highest Reply Discount reducing in order to the lowest Reply Discount that is within the Discount Range which yields a prepayment in an aggregate principal amount equal to the lower of (i) the Auction Amount and (ii) the sum of all Reply Amounts. The Borrower shall purchase Term Loans (or the respective portions thereof) of the Applicable Term Loan Facility from each relevant Term Loan Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) first to Qualifying Loans specifying the highest Reply Discount, then filling orders going to the next highest Reply Discount and then pro rata at the clearing level. If a Term Loan Lender in the Applicable Term Loan Facility has submitted a Return Bid containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount that is equal to or greater than the Applicable Discount will be deemed the Qualifying Bid of such Term Loan Lender. Each participating Term Loan Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due. (d) The Borrower may withdraw an Auction at any time. In connection with any Auction, upon submission by a Term Loan Lender of a Return Bid, such Term Loan Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. (e) Notwithstanding the provisions of this Section 5.19, the Administrative Agent in consultation with the Borrower, may amend or modify the procedures, notices, bids and Assignment and Acceptance Agreement in connection with any Auction (including, solely with Borrower’s consent), (i) any term to the extent Borrower’s commercial interests will be materially adversely affected by such amendment or modification and (ii) the economic terms to the extent no Term Loan Lenders have validly tendered Term Loans requested in an offer, but excluding economic terms of an auction after any Term Loan Lenders in the Applicable Term Loan Facility have validly tendered Term Loans requested in an offer, other than to increase the Auction Amount or raise the Discount Range; provided that no such amendments or modifications may be implemented after 24 hours prior to the date and time return bids are due. (f) All parties to the relevant repurchases shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into the terms of the Assignment and Assumption.

Auction Procedures. (a) In connection with an Auction, the Borrower will provide notification to the Administrative Agent (for distribution to the Term Loan Lenders of the applicable Facility with respect to which such notice relates) of the Auction (an “Auction Notice”), which shall be substantially in the form of Exhibit L. Each Auction Notice shall contain (i) the total cash value of the bid, in a minimum amount of $5,000,000 with minimum increments of $1,000,000 (the “Auction Amount”), unless otherwise agreed by the Administrative Agent, (ii) the name of the relevant Facility or Facilities (which for the avoidance of doubt must be in respect of Term Loans) to which the Auction relates (the “Applicable Term Loan Facility”), (iii) the discount to par, which may be a single percentage or a range of percentages (the “Discount Range”) of the par principal amount of the Term Loans of each Applicable Term Loan Facility that represents the purchase price or range of purchase prices that could be paid in the Auction with respect to such Applicable Term Loan Facility and (iv) the date by which the Term Loan Lenders of the Applicable Term Loan Facility are required to indicate their election to participate in the Auction (the “Reply Date”), which shall be not less than five Business Days after delivery of the Auction Notice. (b) In connection with any Auction, each Term Loan Lender of the Applicable Term Loan Facility or Applicable Term Loan Facilities may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) on or before the Reply Date, substantially in the form of Exhibit M, which shall specify (i) a discount to par for Term Loans in the Applicable Term Loan Facility that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (ii) a principal amount of Term Loans in the Applicable Term Loan Facility that such Lender is willing to offer for sale at its Reply Discount which must be in increments of $500,000 (the “Reply Amount”). A Term Loan Lender in the Applicable Term Loan Facility may avoid the minimum increment amount condition solely when submitting a Reply Amount equal to such Term Loan Lender’s entire remaining amount of such Term Loans. Term Loan Lenders may only submit one Return Bid per Auction per Applicable Term Loan Facility but each Return Bid may contain up to three component bids only one of which can result in a Qualifying Bid (as defined below). Each Return Bid submitted to the Administrative Agent shall be irrevocable. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance. The Borrower will not have any obligation to purchase any Term Loans at any price. The processing and recordation fees as set forth in Section 12.6 hereof shall not be applicable to any Auctions (it being understood and agreed that other fees may be applicable in connection with any Auction). (c) Based on the Reply Discounts and Reply Amounts received by the Administrative Agent (who shall reasonably promptly provide the Borrower with a copy of all Reply Discounts), the Administrative Agent, in consultation with the Borrower, will calculate the applicable discount (the “Applicable Discount”) for the Auction with respect to each Applicable Term Loan Facility, which will be the highest Reply Discount that is within the Discount Range and, in the event the Auction Amount cannot be paid in full at the highest Reply Discount, the Applicable Discount shall be the highest Reply Discount reducing in ​ ​ order to the lowest Reply Discount that is within the Discount Range which yields a prepayment in an aggregate principal amount equal to the lower of (i) the Auction Amount and (ii) the sum of all Reply Amounts. The Borrower shall purchase Term Loans (or the respective portions thereof) of the Applicable Term Loan Facility from each relevant Term Loan Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) first to Qualifying Loans specifying the highest Reply Discount, then filling orders going to the next highest Reply Discount and then pro rata at the clearing level. If a Term Loan Lender in the Applicable Term Loan Facility has submitted a Return Bid containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount that is equal to or greater than the Applicable Discount will be deemed the Qualifying Bid of such Term Loan Lender. Each participating Term Loan Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due. (d) The Borrower may withdraw an Auction at any time. In connection with any Auction, upon submission by a Term Loan Lender of a Return Bid, such Term Loan Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. (e) Notwithstanding the provisions of this Section 5.19, the Administrative Agent in consultation with the Borrower, may amend or modify the procedures, notices, bids and Assignment and Acceptance Agreement in connection with any Auction (including, solely with Borrower’s consent), (i) any term to the extent Borrower’s commercial interests will be materially adversely affected by such amendment or modification and (ii) the economic terms to the extent no Term Loan Lenders have validly tendered Term Loans requested in an offer, but excluding economic terms of an auction after any Term Loan Lenders in the Applicable Term Loan Facility have validly tendered Term Loans requested in an offer, other than to increase the Auction Amount or raise the Discount Range; provided that no such amendments or modifications may be implemented after 24 hours prior to the date and time return bids are due. (f) All parties to the relevant repurchases shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into the terms of the Assignment and Assumption.

Auction Procedures. (a) In connection with an AuctionBy 10:30 AM New York time on the fifth Business Day preceding the Auction Distribution Date (the “Notice Date”), the Borrower Auction Administrator will provide notification deliver a notice (telephonically and by facsimile transmission) to Greenwich Capital Markets, Inc. (“GCM”) (which form of notice is attached hereto as Exhibit A) and at least two other entities listed on Schedule A hereto (which Schedule A may be amended by delivery of a revised Schedule A by GCM to the Administrative Agent Auction Administrator) or any successors thereof (together with GCM, the “Dealers”) selected by GCM by the Notice Date and request that they solicit bids from third-party investors, which may include Dealers (the “Bidders”). The Auction Administrator will contact the Dealers via Exhibit A and request that they solicit bids from the Bidders for distribution to the Term Loan Lenders purchase of the applicable Facility with respect to which such notice relates) all or a portion of the Auction Certificates, and will request that the Bidders respond to the Dealers, who in turn will convey such bids to the Auction Administrator, by 11:00 AM New York time on the second Business Day prior to the Auction Distribution Date (an the “Auction NoticeBid Date”), which shall be substantially in . The Auction Administrator will instruct the form of Exhibit L. Each Auction Notice shall contain Dealers to instruct the Bidders that (i) the total cash value of the bid, in a minimum amount of $5,000,000 with minimum increments of $1,000,000 (the “Auction Amount”), unless otherwise agreed by the Administrative Agentbids must be submitted on an unconditional basis, (ii) the name bids should be submitted as a percentage of par (after application of all principal to be distributed, and all Realized Losses and Subsequent Recoveries to be allocated on the Auction Distribution Date, plus the related Available Funds Cap Shortfall Amounts as of the relevant Facility or Facilities (which for Auction Distribution Date, after reducing such Available Funds Cap Shortfall Amounts by the avoidance of doubt must be related Yield Maintenance Amounts received by the Securities Administrator and/or amounts in respect of Term Loans) to which the Available Funds Cap Reserve Fund, in each case paid on such Auction relates (the “Applicable Term Loan Facility”Distribution Date), and (iii) the discount price to parbe paid in connection with a winning bid must be deposited into the Auction Proceeds Account (as defined in Section 3(a) of this Agreement) not later than 11:00 a.m. New York time on the Auction Distribution Date. The Auction Administrator will request from each Bidder, which may be a single percentage through the Dealers, instructions for transfer on the Auction Distribution Date to the Bidder (or a range of percentages (the “Discount Range”its designee) of the par principal amount of the Term Loans Auction Certificates of each Applicable Term Loan Facility that represents the purchase price or range of purchase prices that could be paid Class on which such Bidder is bidding in the Auction with respect to event that such Applicable Term Loan Facility and (iv) Bidder is the date by which the Term Loan Lenders of the Applicable Term Loan Facility are required to indicate their election to participate in the Auction (the “Reply Date”), which shall be not less than five Business Days after delivery of the Auction Noticewinning Bidder. (b) In connection with any Auction, each Term Loan Lender of As soon as practicable after 11:00 AM New York time on the Applicable Term Loan Facility or Applicable Term Loan Facilities may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) on or before the Reply Bid Date, substantially the Auction Administrator will determine the highest bid for each Auction Certificate being auctioned, based on the bids received by the Auction Administrator from the Dealers by 11:00 AM New York time. If no bids for a Class of Auction Certificates or for a portion of a Class of Auction Certificates are received by 11:00 AM New York time on the Bid Date, the Auction Administrator will so advise the Dealers (including GCM) by telephone and facsimile transmission (in the form of notice attached hereto as Exhibit MB) and will extend the deadline for receipt of bids for such Class of Auction Certificates (or portion thereof) by two hours to 1:00 PM New York time; if no bids are received by 1:00 PM New York time for such Class of Auction Certificates (or portion thereof), the auction price for such Auction Certificates for purposes of the Auction Swap Agreement will be deemed to be zero. If only one bid for a Class of Auction Certificates (or portion thereof) being auctioned is received, then the auction price for such Auction Certificates (or portion thereof) shall be the amount of such bid. In the event that on the Bid Date two or more bids of equal price (“Tie Bids”) are determined to be the highest bids for an aggregate amount greater than the Current Principal Amount of a Class of Auction Certificates, then the Bidders of the Tie Bids will each take a pro rata share in such Auction Certificates (based on the aggregate Current Principal Amount for such Class of Auction Certificates for which each such Bidder submitted a bid); provided, however, that such Auction Certificates shall specify be issued in the minimum denomination, or multiples in excess thereof, authorized by the Trust, Pooling and Servicing Agreement. (c) In the event that both GCD and the guarantor of GCD’s obligations under the Auction Swap Agreement (the “Guarantor”) default in their payment obligations under the Auction Swap Agreement: (i) if no bids for a discount Class of Auction Certificates are received, then the Holders of such Auction Certificates will retain such Auction Certificates and their rights under the Auction Swap Agreement; (ii) if bids are received for some, but not all, Auction Certificates of a Class, then each Holder of such Class of Auction Certificates shall be deemed to par for Term Loans have sold a pro rata portion of its Auction Certificates (based on the aggregate Current Principal Amount of such Class of Auction Certificates held by each Holder and subject to the proviso in the Applicable Term Loan Facility last sentence of Section 2(b) of this Agreement) and shall retain the remaining Current Principal Amount, if any, of such Class of Auction Certificates held by it and its rights under the Auction Swap Agreement; (iii) if bids are received for all Auction Certificates of a Class, then each Holder of such Class of Auction Certificates shall be deemed to have sold all its Auction Certificates (subject to the proviso in the last sentence of Section 2(b) of this Agreement) and shall retain its rights under the Auction Swap Agreement; (iv) if Auction Proceeds for the Auction Certificates of a Class are in excess of the Par Price for such Auction Certificates, then, on the Auction Distribution Date, the Auction Administrator will distribute to the Auction Swap Counterparty or its designee the amount of such excess; and (v) if, after the Holders of all Classes of Auction Certificates have received the Par Price for the relevant Auction Certificates, there are any remaining proceeds from the early termination of the Swap Agreement, the Auction Administrator will distribute to GCD (or to its designee) the amount of such remaining proceeds. In any case described in (i)-(v) above, the Auction Administrator shall have no further responsibility with respect to the auction of such Auction Certificates. (d) By 3:00 PM New York time on the Bid Date, the Auction Administrator will notify the winning Bidder(s) with respect to the applicable auctioned Auction Certificates that must (i) its bid was the highest bid and shall give it wiring instructions for payment of the purchase price for such Auction Certificates into the Auction Proceeds Account and (ii) unless such purchase price is received by 11:00 AM New York time on the Auction Distribution Date, such Bidder’s bid will be expressed rejected and the bid of the next highest Bidder(s) shall be accepted in accordance with clause (f) below. (e) By 3:30 PM New York time on the Bid Date, the Auction Administrator shall also notify GCD of the winning bid (or, if applicable, that no bids have been received) for each Auction Certificate. To the extent that the winning bid for an Auction Certificate is less than the sum of the Current Principal Amount of such class of Auction Certificates on the Auction Distribution Date, after application of all principal to be distributed, and all Realized Losses and Subsequent Recoveries to be allocated, to such class of Auction Certificates on the Auction Distribution Date, plus the related Available Funds Cap Shortfall Amounts for such Auction Certificate as a price of the Auction Distribution Date, after reducing such Available Funds Cap Shortfall Amounts by the related Yield Maintenance Amounts received by the Securities Administrator and/or amounts in the Available Funds Cap Reserve Fund, in each case paid on such Auction Distribution Date, in accordance with the terms of the Trust, Pooling and Servicing Agreement (the “Reply DiscountPar Price”) on the Auction Distribution Date, the Auction Administrator will notify the Auction Swap Counterparty of the amount to be paid by the Auction Swap Counterparty to the Auction Administrator under the Auction Swap Agreement, which amount shall be paid by the Auction Swap Counterparty to the Auction Administrator by 11:00 AM New York time on the Auction Distribution Date. To the extent that the winning bid for an Auction Certificate is greater than the Par Price for such Auction Certificate, the Auction Administrator will notify the Auction Swap Counterparty of the amount to be paid on the Auction Distribution Date from Auction Proceeds by the Auction Administrator to the Auction Swap Counterparty, or its designee, under the Auction Swap Agreement. (f) If a winning Bidder for a Certificate fails to wire the purchase price for such Certificate so it is received by the Auction Administrator by 11:00 AM New York time on the Auction Distribution Date, the Auction Administrator will notify such Bidder as soon as practicable after 11:00 AM New York time and not later than 12:00 noon New York time that its bid has been rejected and will notify the next highest Bidder(s) for such Certificate, with a copy to the Auction Swap Counterparty, that its bid has been accepted and shall give it wiring instructions for payment of the purchase price for such Certificate into the Auction Proceeds Account by 1:00 PM New York time on such Auction Distribution Date. In such event, the Auction Administrator shall also notify the Auction Swap Counterparty of the amount to be paid by the Auction Swap Counterparty or to the Auction Swap Counterparty (or its designee), which must as applicable, under the Auction Swap Agreement in accordance with Section 2(e) hereof. (g) On the Auction Distribution Date, the Auction Administrator will (i) (subject to the surrender of the Certificate by the Holder thereof to the Certificate Registrar pursuant to Section 5 hereof in the event that the Certificate is not then held in book-entry form) distribute to the Holder of each Certificate an amount (to be within withdrawn from the Discount RangeAuction Proceeds Account and, if necessary, the Swap Proceeds Account) equal to the sum of (A) the Auction Proceeds, subject to a maximum payment of the Par Price for such Certificate, and (B) the amount, if any, received from the Auction Swap Counterparty under the Auction Swap Agreement with respect to such Certificate, and (ii) a principal amount of Term Loans pay (from funds in the Applicable Term Loan Facility that such Lender is willing Auction Proceeds Account) to offer for sale at its Reply Discount which must be in increments of $500,000 (the “Reply Amount”). A Term Loan Lender Auction Swap Counterparty, or if GCM or an affiliate has participated in the Applicable Term Loan Facility may avoid Auction as a Bidder and the minimum increment amount condition solely when submitting a Reply Amount equal Auction Swap Counterparty is GCD, to such Term Loan Lender’s entire remaining amount an unaffiliated designee of such Term Loans. Term Loan Lenders may only submit one Return Bid per Auction per Applicable Term Loan Facility but each Return Bid may contain up to three component bids only one of which can result in a Qualifying Bid (as defined below). Each Return Bid submitted to the Administrative Agent shall be irrevocable. In addition to the Return BidGCD, the participating Lender must execute and deliveramount, if any, to be held paid to the Auction Swap Counterparty or its designee under the Auction Swap Agreement. Such amounts will be distributed to the Holders of such Auction Certificates as a payment for the sale of such Auction Certificates in escrow by the Administrative Agent, an Assignment and Acceptance. The Borrower will not have any obligation to purchase any Term Loans at any price. The processing and recordation fees same manner as set forth in Section 12.6 hereof shall not be applicable to any Auctions (it being understood and agreed that other fees may be applicable in connection with any Auction). (c) Based such Holders would ordinarily receive distributions on the Reply Discounts and Reply Amounts received by Auction Certificates. For purposes of this Agreement, “Auction Proceeds” shall mean the Administrative Agent (who shall reasonably promptly provide the Borrower with a copy of all Reply Discounts), the Administrative Agent, in consultation with the Borrower, will calculate the applicable discount (the “Applicable Discount”) for the Auction with respect to each Applicable Term Loan Facility, which will be the highest Reply Discount that is within the Discount Range and, in the event the Auction Amount cannot be paid in full at the highest Reply Discount, the Applicable Discount shall be the highest Reply Discount reducing in order to the lowest Reply Discount that is within the Discount Range which yields a prepayment in an aggregate principal amount equal to the lower of (i) the Auction Amount and (ii) the sum of all Reply Amounts. The Borrower shall purchase Term Loans (or the respective portions thereof) of the Applicable Term Loan Facility from each relevant Term Loan Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) first to Qualifying Loans specifying the highest Reply Discount, then filling orders going to the next highest Reply Discount and then pro rata at the clearing level. If a Term Loan Lender in the Applicable Term Loan Facility has submitted a Return Bid containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount that is equal to or greater than the Applicable Discount will be deemed the Qualifying Bid of such Term Loan Lender. Each participating Term Loan Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due. (d) The Borrower may withdraw an Auction at any time. In connection with any Auction, upon submission by a Term Loan Lender of a Return Bid, such Term Loan Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. (e) Notwithstanding the provisions proceeds of this Section 5.19, the Administrative Agent in consultation with the Borrower, may amend or modify the procedures, notices, bids and Assignment and Acceptance Agreement in connection with any Auction (including, solely with Borrower’s consent), (i) any term to the extent Borrower’s commercial interests will be materially adversely affected by such amendment or modification and (ii) the economic terms to the extent no Term Loan Lenders have validly tendered Term Loans requested in an offer, but excluding economic terms of an auction after any Term Loan Lenders in the Applicable Term Loan Facility have validly tendered Term Loans requested in an offer, other than to increase the Auction Amount or raise the Discount Range; provided that no of a Class allocable to a Certificate of such amendments or modifications may be implemented after 24 hours prior to the date and time return bids are dueClass. (f) All parties to the relevant repurchases shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into the terms of the Assignment and Assumption.

Auction Procedures. (a) In connection This outline is intended to summarize certain basic terms of the Auction Procedures pursuant to and in accordance with an Auction, the Borrower will provide notification to the Administrative Agent (for distribution to terms and conditions of Section 2.22 of the Term Loan Lenders Credit Agreement, dated as of August 5, 2014 (as amended, amended and restated, modified, supplemented, extended, renewed, restated or otherwise modified from time to time, the applicable Facility with respect to which such notice relates) of the Auction (an “Auction NoticeCredit Agreement”), which shall be substantially in the form of Exhibit L. Each Auction Notice shall contain (i) the total cash value of the bidamong OVERSEAS SHIPHOLDING GROUP, in INC., a minimum amount of $5,000,000 with minimum increments of $1,000,000 Delaware corporation, OSG BULK SHIPS, INC., a New York corporation (the “Auction AmountBorrower”), unless otherwise agreed by the Subsidiary Guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”), Jefferies Finance LLC, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”), Jefferies Finance LLC, as collateral agent and mortgage trustee for the Secured Parties, and the other Agents party thereto. This is not intended to be a definitive list of all of the terms and conditions of an Auction (as defined below) and all such terms and conditions shall be set forth in the applicable Auction Procedures set for each Auction (the “Offer Documents”). None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates makes any recommendation pursuant to the Offer Documents as to whether or not any Lender should sell its Term Loans to the Borrower pursuant to the Offer Documents (ii) the name of the relevant Facility or Facilities (which including, for the avoidance of doubt must be doubt, by participating in respect of Term Loans) to which the Auction relates (as a Lender) or the “Applicable Borrower should purchase any Term Loan Facility”)Loans from the Lenders pursuant to any Auction. Each Lender should make its own decision as to whether to sell any of its Term Loans and, (iii) if so, the discount to par, which may be a single percentage or a range of percentages (the “Discount Range”) of the par principal amount of the Term Loans of each Applicable Term Loan Facility that represents the purchase and price or range of purchase prices that could to be paid in the Auction with respect to such Applicable Term Loan Facility and (iv) the date by which the Term Loan Lenders of the Applicable Term Loan Facility are required to indicate their election to participate in the Auction (the “Reply Date”), which shall be not less than five Business Days after delivery of the Auction Notice. (b) In connection with any Auction, each Term Loan Lender of the Applicable Term Loan Facility or Applicable Term Loan Facilities may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) on or before the Reply Date, substantially in the form of Exhibit M, which shall specify (i) a discount to par sought for Term Loans in the Applicable Term Loan Facility that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (ii) a principal amount of Term Loans in the Applicable Term Loan Facility that such Lender is willing to offer for sale at its Reply Discount which must be in increments of $500,000 (the “Reply Amount”). A Term Loan Lender in the Applicable Term Loan Facility may avoid the minimum increment amount condition solely when submitting a Reply Amount equal to such Term Loan Lender’s entire remaining amount of such Term Loans. Term Loan Lenders may only submit one Return Bid per In addition, each Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning this Auction per Applicable Term Loan Facility but each Return Bid may contain up and the Offer Documents. Capitalized terms not otherwise defined in this Exhibit G have the meanings assigned to three component bids only one of which can result in a Qualifying Bid (as defined below). Each Return Bid submitted to the Administrative Agent shall be irrevocable. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance. The Borrower will not have any obligation to purchase any Term Loans at any price. The processing and recordation fees as set forth in Section 12.6 hereof shall not be applicable to any Auctions (it being understood and agreed that other fees may be applicable in connection with any Auction). (c) Based on the Reply Discounts and Reply Amounts received by the Administrative Agent (who shall reasonably promptly provide the Borrower with a copy of all Reply Discounts), the Administrative Agent, in consultation with the Borrower, will calculate the applicable discount (the “Applicable Discount”) for the Auction with respect to each Applicable Term Loan Facility, which will be the highest Reply Discount that is within the Discount Range and, them in the event the Auction Amount cannot be paid in full at the highest Reply Discount, the Applicable Discount shall be the highest Reply Discount reducing in order to the lowest Reply Discount that is within the Discount Range which yields a prepayment in an aggregate principal amount equal to the lower of (i) the Auction Amount and (ii) the sum of all Reply Amounts. The Borrower shall purchase Term Loans (or the respective portions thereof) of the Applicable Term Loan Facility from each relevant Term Loan Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) first to Qualifying Loans specifying the highest Reply Discount, then filling orders going to the next highest Reply Discount and then pro rata at the clearing level. If a Term Loan Lender in the Applicable Term Loan Facility has submitted a Return Bid containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount that is equal to or greater than the Applicable Discount will be deemed the Qualifying Bid of such Term Loan Lender. Each participating Term Loan Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was dueCredit Agreement. (d) The Borrower may withdraw an Auction at any time. In connection with any Auction, upon submission by a Term Loan Lender of a Return Bid, such Term Loan Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. (e) Notwithstanding the provisions of this Section 5.19, the Administrative Agent in consultation with the Borrower, may amend or modify the procedures, notices, bids and Assignment and Acceptance Agreement in connection with any Auction (including, solely with Borrower’s consent), (i) any term to the extent Borrower’s commercial interests will be materially adversely affected by such amendment or modification and (ii) the economic terms to the extent no Term Loan Lenders have validly tendered Term Loans requested in an offer, but excluding economic terms of an auction after any Term Loan Lenders in the Applicable Term Loan Facility have validly tendered Term Loans requested in an offer, other than to increase the Auction Amount or raise the Discount Range; provided that no such amendments or modifications may be implemented after 24 hours prior to the date and time return bids are due. (f) All parties to the relevant repurchases shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into the terms of the Assignment and Assumption.

Auction Procedures. (a) In connection with an Auction, the Borrower will provide notification to the Administrative Agent (for distribution to the Term Loan Lenders of the applicable Facility with respect to which such notice relates) of the Auction (an “Auction Notice”), which shall be substantially in the form of Exhibit L. Each Auction Notice shall contain (i) the total cash value of the bid, in a minimum amount of $5,000,000 with minimum increments of $1,000,000 (the “Auction Amount”), unless otherwise agreed by the Administrative Agent, (ii) the name of the relevant Facility or Facilities (which for the avoidance of doubt must be in respect of Term Loans) to which the Auction relates (the “Applicable Term Loan Facility”), (iii) the discount to par, which may be a single percentage or a range of percentages (the “Discount Range”) of the par principal amount of the Term Loans of each Applicable Term Loan Facility that represents the purchase price or range of purchase prices that could be paid in the Auction with respect to such Applicable Term Loan Facility and (iv) the date by which the Term Loan Lenders of the Applicable Term Loan Facility are required to indicate their election to participate in the Auction (the “Reply Date”), which shall be not less than five Business Days after delivery of the Auction Notice. (b) In connection with any Auction, each Term Loan Lender of the Applicable Term Loan Facility or Applicable Term Loan Facilities may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) on or before the Reply Date, substantially in the form of Exhibit M, which shall specify (i) a discount to par for Term Loans in the Applicable Term Loan Facility that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (ii) a principal amount of Term Loans in the Applicable Term Loan Facility that such Lender is willing to offer for sale at its Reply Discount which must be in increments of $500,000 (the “Reply Amount”). A Term Loan Lender in the Applicable Term Loan Facility may avoid the minimum increment amount condition solely when submitting a Reply Amount equal to such Term Loan Lender’s entire remaining amount of such Term Loans. Term Loan Lenders may only submit one Return Bid per Auction per Applicable Term Loan Facility but each Return Bid may contain up to three component bids only one of which can result in a Qualifying Bid (as defined below). Each Return Bid submitted to the Administrative Agent shall be irrevocable. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance. The Borrower will not have any obligation to purchase any Term Loans at any price. The processing and recordation fees as set forth in Section 12.6 hereof shall not be applicable to any Auctions (it being understood and agreed that other fees may be applicable in connection with any Auction). (c) Based on the Reply Discounts and Reply Amounts received by the Administrative Agent (who shall reasonably promptly provide the Borrower with a copy of all Reply Discounts), the Administrative Agent, in consultation with the Borrower, will calculate the applicable discount (the “Applicable Discount”) for the Auction with respect to each Applicable Term Loan Facility, which will be the highest Reply Discount that is within the Discount Range and, in the event the Auction Amount cannot be paid in full at the highest Reply Discount, the Applicable Discount shall be the highest Reply Discount reducing in order to the lowest Reply Discount that is within the Discount Range which yields a prepayment in an aggregate principal amount equal to the lower of (i) the Auction Amount and (ii) the sum of all Reply Amounts. The Borrower shall purchase Term Loans (or the respective portions thereof) of the Applicable Term Loan Facility from each relevant Term Loan Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) first to Qualifying Loans specifying the highest Reply Discount, then filling orders going to the next highest Reply Discount and then pro rata at the clearing level. If a Term Loan Lender in the Applicable Term Loan Facility has submitted a Return Bid containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount that is equal to or greater than the Applicable Discount will be deemed the Qualifying Bid of such Term Loan Lender. Each participating Term Loan Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due. (d) The Borrower may withdraw an Auction at any time. In connection with any Auction, upon submission by a Term Loan Lender of a Return Bid, such Term Loan Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. (e) Notwithstanding the provisions of this Section 5.19, the Administrative Agent in consultation with the Borrower, may amend or modify the procedures, notices, bids and Assignment and Acceptance Agreement in connection with any Auction (including, solely with Borrower’s consent), (i) any term to the extent Borrower’s commercial interests will be materially adversely affected by such amendment or modification and (ii) the economic terms to the extent no Term Loan Lenders have validly tendered Term Loans requested in an offer, but excluding economic terms of an auction after any Term Loan Lenders in the Applicable Term Loan Facility have validly tendered Term Loans requested in an offer, other than to increase the Auction Amount or raise the Discount Range; provided that no such amendments or modifications may be implemented after 24 hours prior to the date and time return bids are due. (f) All parties to the relevant repurchases shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into the terms of the Assignment Qualified Bids received, the number of Qualified Bidders participating in the Auction, and Assumptionsuch other information as the Debtors' determine is relevant, the Debtors, in their sole discretion, may conduct the Auction in the manner they determine, in their judgment, will promote the goals of the bidding process, achieve the maximum value for all parties in interest, and are not inconsistent with any of the provisions of the Bidding Procedures Order, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Such rules will provide that: (a) the procedures must be fair and open, with no participating Qualified Bidder disadvantaged in any material way as compared to any other Qualified Bidder; (b) all bids will be made and received in one room, on an open basis, and all other bidders will be entitled to be present for all bidding with the understanding that the true identify of each bidder will be fully disclosed to all other bidders and that all material terms of each Qualified Bid will be fully disclosed to all other bidders throughout the entire Auction; and (c) each Qualified Bidder will be permitted a fair, but limited, amount of time to respond to the previous bid at the Auction. Bidding at the Auction will continue until such time as the highest or otherwise best offer is determined. The Debtors will, from time to time, in an open forum, advise Qualified Bidders participating in the Auction of their determination as to the terms of the then highest or otherwise best bid. For purposes of comparing any bids by New Textile at the Auction that are higher than the bid set forth in the Asset Purchase Agreement (a "Higher New Textile Bid") against any other bids that are made by a Qualified Bidder (other than New Textile) pursuant to these bidding procedures, each Higher New Textile Bid shall include the amount of the Break-Up Fee (the "Break-Up Fee Increment"). In the event that a Higher New Textile Bid is the Successful Bid (defined herein) at the Auction, the purchase price amount finally payable by New Textile in respect of the Successful Bid will be reduced by the Break-Up Fee Increment.

Auction Procedures. (a) In connection with an Auction, the Borrower will provide notification to the Administrative Agent (for distribution to the Term Loan Lenders of the applicable Facility with respect to which such notice relatesLenders) of the Auction (an “Auction Notice”), which shall be substantially in the form of Exhibit L. Each Auction Notice shall contain (i) the total cash value of the bid, in a minimum amount of $5,000,000 with minimum increments of $1,000,000 (the “Auction Amount”), unless otherwise agreed by the Administrative Agent, and (ii) the name of the relevant Facility or Facilities (which for the avoidance of doubt must be in respect of Term Loans) to which the Auction relates (the “Applicable Term Loan Facility”), (iii) the discount to par, which may shall be a single percentage or a range of percentages (the “Discount Range”) of percentages of the par principal amount of the Term Loans of each Applicable Term Loan Facility that represents the purchase price or range of purchase prices that could be paid in the Auction with respect to such Applicable Term Loan Facility and (iv) the date by which the Term Loan Lenders of the Applicable Term Loan Facility are required to indicate their election to participate in the Auction (the “Reply Date”), which shall be not less than five Business Days after delivery of the Auction NoticeAuction. (b) In connection with any Auction, each Term Loan Lender of the Applicable Term Loan Facility or Applicable Term Loan Facilities may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) on or before the Reply Date), substantially in the form of Exhibit M, which shall specify (i) a discount to par for Term Loans in the Applicable Term Loan Facility that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (ii) a principal amount of Term Loans in the Applicable Term Loan Facility that such Lender is willing to offer for sale at its Reply Discount which must be in increments of $500,000 (the “Reply Amount”). A Term Loan Lender in the Applicable Term Loan Facility may avoid the minimum increment amount condition solely when submitting a Reply Amount equal to such Term Loan the Lender’s entire remaining amount of such Term Loans. Term Loan Lenders may only submit one Return Bid per Auction per Applicable Term Loan Facility but each Return Bid may contain up to three component bids only one of which can result in a Qualifying Bid (as defined below). Each Return Bid submitted to the Administrative Agent shall be irrevocable. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance. The Borrower will not have any obligation to purchase any Term Loans at any pricea price that is outside the applicable Discount Range. The processing and recordation fees as set forth in Section 12.6 10.6 hereof shall not be applicable to any Auctions (it being understood and agreed that other fees may be applicable in connection with any Auction). (c) Based on the Reply Discounts and Reply Amounts received by the Administrative Agent (who shall reasonably promptly provide the Borrower with a copy of all Reply Discounts)Agent, the Administrative Agent, in consultation with the Borrower, will calculate the lowest applicable discount (the “Applicable Discount”) for the Auction with respect to each Applicable Term Loan FacilityAuction, which will be the lower of (i) the lowest Reply Discount for which the Borrower can complete the Auction at the Auction Amount and (ii) in the event that the Reply Amounts are insufficient to allow the Borrower to complete a purchase of the entire Auction Amount, the highest Reply Discount that is within the Discount Range and, in the event the Auction Amount cannot be paid in full at the highest Reply Discount, the Applicable Discount shall be the highest Reply Discount reducing in order to the lowest Reply Discount that is within the Discount Range which yields a prepayment in an aggregate principal amount equal to the lower of (i) the Auction Amount and (ii) the sum of all Reply AmountsRange. The Borrower shall purchase Term Loans (or the respective portions thereof) of the Applicable Term Loan Facility from each relevant Term Loan Lender with a Reply Discount that is equal to or greater less than the Applicable Discount (“Qualifying Bids”) first at the Applicable Discount; provided that if the aggregate proceeds required to purchase all Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Borrower shall purchase such Loans specifying the highest Reply Discount, then filling orders going to the next highest Reply Discount and then pro rata at the clearing levelApplicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent). If a Term Loan Lender in the Applicable Term Loan Facility has submitted a Return Bid containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount that is equal to or greater less than the Applicable Discount will be deemed the Qualifying Bid of such Term Loan Lender. Each participating Term Loan Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days business days from the date the Return Bid was due. (d) The Once initiated by an Auction Notice, the Borrower may withdraw an Auction at any only in the event that, as of such time, no Return Bid has been received by the Administrative Agent. In Furthermore, in connection with any Auction, upon submission by a Term Loan Lender of a Return Bid, such Term Loan Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. (e) Notwithstanding the provisions of this Section 5.193.18, the Administrative Agent in consultation with the Borrower, may amend or modify the procedures, notices, bids and Assignment and Acceptance Agreement in connection with any Auction (including, solely with Borrower’s consent), (i) any term to the extent Borrower’s commercial interests will be materially adversely affected by such amendment or modification and (ii) the economic terms to the extent no Term Loan Lenders have validly tendered Term Loans requested in an offer, but excluding economic terms of an auction after any Term Loan Lenders in the Applicable Term Loan Facility have Lender has validly tendered Term Loans requested in an offer, other than to increase the Auction Amount or raise the Discount Range; provided that no such amendments or modifications may be implemented after 24 hours prior to the date and time return bids are due. (f) All parties By providing an Auction Notice or purchasing any Loans (or any portions of any thereof) in the Auction initiated thereby, the Borrower shall be deemed to represent and warrant as of the date of such notice or purchase as the case may be that the Borrower is not in possession of any information regarding any Loan Party; its assets, its ability perform its Obligations or any other matter that may be material to a decision by any Lender to participate in such Auction or participate in any of the transactions contemplated thereby, that has not previously been disclosed to the relevant repurchases shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into Administrative Agent and the terms of the Assignment and AssumptionLenders.

Auction Procedures. (a) In connection with an Auction, the Borrower will provide notification to the Administrative Agent (for distribution to the Term Loan Lenders of the applicable Facility with respect to which such notice relates) of the Auction (an “Auction Notice”), which shall be substantially in the form of Exhibit L. Each Auction Notice shall contain (i) the total cash value of the bid, in a minimum amount of $5,000,000 with minimum increments of $1,000,000 (the “Auction Amount”), unless otherwise agreed by the Administrative Agent, (ii) the name of the relevant Facility or Facilities (which for the avoidance of doubt must be in respect of Term Loans) to which the Auction relates (the “Applicable Term Loan Facility”), (iii) the discount to par, which may be a single percentage or a range of percentages (the “Discount Range”) of the par principal amount of the Term Loans of each Applicable Term Loan Facility that represents the purchase price or range of purchase prices that could be paid in the Auction with respect to such Applicable Term Loan Facility and (iv) the date by which the Term Loan Lenders of the Applicable Term Loan Facility are required to indicate their election to participate in the Auction (the “Reply Date”), which shall be not less than five Business Days after delivery of the Auction Notice. (b) In connection with any Auction, each Term Loan Lender of the Applicable Term Loan Facility or Applicable Term Loan Facilities may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) on or before the Reply Date, substantially in the form of Exhibit M, which shall specify (i) a discount to par for Term Loans in the Applicable Term Loan Facility that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (ii) a principal amount of Term Loans in the Applicable Term Loan Facility that such Lender is willing to offer for sale at its Reply Discount which must be in increments of $500,000 (the “Reply Amount”). A Term Loan Lender in the Applicable Term Loan Facility may avoid the minimum increment amount condition solely when submitting a Reply Amount equal to such Term Loan Lender’s entire remaining amount of such Term Loans. Term Loan Lenders may only submit one Return Bid per Auction per Applicable Term Loan Facility but each Return Bid may contain up to three component bids only one of which can result in a Qualifying Bid (as defined below). Each Return Bid submitted to the Administrative Agent shall be irrevocable. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance. The Borrower will not have any obligation to purchase any Term Loans at any pricea price that is outside the applicable Discount Range. The processing and recordation fees as set forth in Section 12.6 hereof shall not be applicable to any Auctions (it being understood and agreed that other fees may be applicable in connection with any Auction). (c) Based on the Reply Discounts and Reply Amounts received by the Administrative Agent (who shall reasonably promptly provide the Borrower with a copy of all Reply Discounts), the Administrative Agent, in consultation with the Borrower, will calculate the applicable discount (the “Applicable Discount”) for the Auction with respect to each Applicable Term Loan Facility, which will be the highest Reply Discount that is within the Discount Range and, in the event the Auction Amount cannot be paid in full at the highest Reply Discount, the Applicable Discount shall be the highest Reply Discount reducing in order to the lowest Reply Discount that is within the Discount Range which yields a prepayment in an aggregate principal amount equal to the lower of (i) the Auction Amount and (ii) the sum of all Reply Amounts. The Borrower shall purchase Term Loans (or the respective portions thereof) of the Applicable Term Loan Facility from each relevant Term Loan Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) first at the Applicable Discount; provided that if the aggregate proceeds required to purchase all Term Loans of the Applicable Term Loan Facility subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Borrower shall purchase such Term Loans specifying of the highest Reply Discount, then filling orders going to the next highest Reply Discount and then pro rata Applicable Term Loan Facility at the clearing levelApplicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent). If a Term Loan Lender in the Applicable Term Loan Facility has submitted a Return Bid containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount that is equal to or greater than the Applicable Discount will be deemed the Qualifying Bid of such Term Loan Lender. Each participating Term Loan Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due. (d) The Once initiated by an Auction Notice, the Borrower may withdraw an Auction at any only in the event that, as of such time, no Return Bid has been received by the Administrative Agent. In Furthermore, in connection with any Auction, upon submission by a Term Loan Lender of a Return Bid, such Term Loan Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. (e) Notwithstanding the provisions of this Section 5.19, the Administrative Agent in consultation with the Borrower, may amend or modify the procedures, notices, bids and Assignment and Acceptance Agreement in connection with any Auction (including, solely with Borrower’s consent), (i) any term to the extent Borrower’s commercial interests will be materially adversely affected by such amendment or modification and (ii) the economic terms to the extent no Term Loan Lenders have validly tendered Term Loans requested in an offer, but excluding economic terms of an auction after any Term Loan Lenders in the Applicable Term Loan Facility have validly tendered Term Loans requested in an offer, other than to increase the Auction Amount or raise the Discount Range; provided that no such amendments or modifications may be implemented after 24 hours prior to the date and time return bids are due. (f) All parties By providing an Auction Notice or purchasing any Term Loans (or any portions thereof) in the Auction initiated thereby, the Borrower shall be deemed to represent and warrant as of the date of such notice or purchase as the case may be that the Borrower is not in possession of any information regarding any Loan Party, its assets, its ability to perform its Obligations or any other matter that may be material to a decision by any Term Loan Lender to participate in such Auction or participate in any of the transactions contemplated thereby, that has not previously been disclosed to the relevant repurchases shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into Administrative Agent and the terms of the Assignment and AssumptionLenders.

Auction Procedures. (a) In connection with an Auction, the Borrower will provide notification to the Administrative Agent (for distribution to the Tranche B Term Loan Lenders of the applicable Facility with respect to which such notice relatesLenders) of the Auction (an “Auction Notice”), which shall be substantially in the form of Exhibit L. Each Auction Notice shall contain (i) the total cash value of the bid, in a minimum amount of $5,000,000 with minimum increments of $1,000,000 (the “Auction Amount”), unless otherwise agreed by the Administrative Agent, and (ii) the name of the relevant Facility or Facilities (which for the avoidance of doubt must be in respect of Term Loans) to which the Auction relates (the “Applicable Term Loan Facility”), (iii) the discount to par, which may shall be a single percentage or a range of percentages (the “Discount Range”) of percentages of the par principal amount of the Tranche B Term Loans of each Applicable Term Loan Facility that represents the purchase price or range of purchase prices that could be paid in the Auction with respect to such Applicable Term Loan Facility and (iv) the date by which the Term Loan Lenders of the Applicable Term Loan Facility are required to indicate their election to participate in the Auction (the “Reply Date”), which shall be not less than five Business Days after delivery of the Auction NoticeAuction. (b) In connection with any Auction, each Tranche B Term Loan Lender of the Applicable Term Loan Facility or Applicable Term Loan Facilities may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) on or before the Reply Date), substantially in the form of Exhibit M, which shall specify (i) a discount to par for Term Loans in the Applicable Term Loan Facility that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (ii) a principal amount of Tranche B Term Loans in the Applicable Term Loan Facility that such Lender is willing to offer for sale at its Reply Discount which must be in increments of $500,000 (the “Reply Amount”). A Tranche B Term Loan Lender in the Applicable Term Loan Facility may avoid the minimum increment amount condition solely when submitting a Reply Amount equal to such the Tranche B Term Loan Lender’s entire remaining amount of such Tranche B Term Loans. Tranche B Term Loan Lenders may only submit one Return Bid per Auction per Applicable Term Loan Facility but each Return Bid may contain up to three component bids only one of which can result in a Qualifying Bid (as defined below). Each Return Bid submitted to the Administrative Agent shall be irrevocable. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance. The Borrower will not have any obligation to purchase any Tranche B Term Loans at any pricea price that is outside the applicable Discount Range. The processing and recordation fees as set forth in Section 12.6 hereof shall not be applicable to any Auctions (it being understood and agreed that other fees may be applicable in connection with any Auction). (c) Based on the Reply Discounts and Reply Amounts received by the Administrative Agent (who shall reasonably promptly provide the Borrower with a copy of all Reply Discounts)Agent, the Administrative Agent, in consultation with the Borrower, will calculate the lowest applicable discount (the “Applicable Discount”) for the Auction with respect to each Applicable Term Loan FacilityAuction, which will be the lower of (i) the lowest Reply Discount for which the Borrower can complete the Auction at the Auction Amount and (ii) in the event that the Reply Amounts are insufficient to allow the Borrower to complete a purchase of the entire Auction Amount, the highest Reply Discount that is within the Discount Range and, in the event the Auction Amount cannot be paid in full at the highest Reply Discount, the Applicable Discount shall be the highest Reply Discount reducing in order to the lowest Reply Discount that is within the Discount Range which yields a prepayment in an aggregate principal amount equal to the lower of (i) the Auction Amount and (ii) the sum of all Reply AmountsRange. The Borrower shall purchase Tranche B Term Loans (or the respective portions thereof) of the Applicable Term Loan Facility from each relevant Tranche B Term Loan Lender with a Reply Discount that is equal to or greater less than the Applicable Discount (“Qualifying Bids”) first at the Applicable Discount; provided that if the aggregate proceeds required to purchase all Tranche B Term Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Borrower shall purchase such Tranche B Term Loans specifying the highest Reply Discount, then filling orders going to the next highest Reply Discount and then pro rata at the clearing levelApplicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent). If a Tranche B Term Loan Lender in the Applicable Term Loan Facility has submitted a Return Bid containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount that is equal to or greater less than the Applicable Discount will be deemed the Qualifying Bid of such Tranche B Term Loan Lender. Each participating Tranche B Term Loan Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days business days from the date the Return Bid was due. (d) The Once initiated by an Auction Notice, the Borrower may withdraw an Auction at any only in the event that, as of such time, no Return Bid has been received by the Administrative Agent. In Furthermore, in connection with any Auction, upon submission by a Tranche B Term Loan Lender of a Return Bid, such Tranche B Term Loan Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. (e) Notwithstanding the provisions of this Section 5.19, the Administrative Agent in consultation with the Borrower, may amend or modify the procedures, notices, bids and Assignment and Acceptance Agreement in connection with any Auction (including, solely with Borrower’s consent), (i) any term to the extent Borrower’s commercial interests will be materially adversely affected by such amendment or modification and (ii) the economic terms to the extent no Tranche B Term Loan Lenders have validly tendered Tranche B Term Loans requested in an offer, but excluding economic terms of an auction after any Tranche B Term Loan Lenders in the Applicable Term Loan Facility have has validly tendered Tranche B Term Loans requested in an offer, other than to increase the Auction Amount or raise the Discount Range; provided that no such amendments or modifications may be implemented after 24 hours prior to the date and time return bids are due. (f) All parties By providing an Auction Notice or purchasing any Tranche B Term Loans (or any portions of any thereof) in the Auction initiated thereby, the Borrower shall be deemed to represent and warrant as of the date of such notice or purchase as the case may be that the Borrower is not in possession of any information regarding any Loan Party, its assets, its ability to perform its Obligations or any other matter that may be material to a decision by any Tranche B Term Lender to participate in such Auction or participate in any of the transactions contemplated thereby, that has not previously been disclosed to the relevant repurchases shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into Administrative Agent and the terms of the Assignment and AssumptionLenders.

Auction Procedures. (a) In connection with an Auction, the Borrower will provide notification This outline is intended to the Administrative Agent (for distribution to the Term Loan Lenders of the applicable Facility with respect to which such notice relates) summarize certain basic terms of the Auction Procedures pursuant to and in accordance with the terms and conditions of Section 2.22 of the Credit Agreement, dated as of August 5, 2014 (an as amended, amended and restated, modified, supplemented, extended, renewed, restated or otherwise modified from time to time, the “Auction NoticeCredit Agreement”), which shall be substantially in the form of Exhibit L. Each Auction Notice shall contain (i) the total cash value of the bidamong OVERSEAS SHIPHOLDING GROUP, in INC., a minimum amount of $5,000,000 with minimum increments of $1,000,000 Delaware corporation, OSG INTERNATIONAL, INC., a Xxxxxxxx Islands corporation (the “Auction AmountAdministrative Borrower”), unless otherwise agreed by OIN Delaware LLC, a Delaware limited liability company, (the “Co-Borrower” and together with the Administrative Borrower, the “Borrowers”) the Subsidiary Guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”), Jefferies Finance LLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) for the Lenders, Jefferies Finance LLC, as collateral agent and mortgage trustee for the Secured Parties, and the other Agents party thereto. This is not intended to be a definitive list of all of the terms and conditions of an Auction (as defined below) and all such terms and conditions shall be set forth in the applicable Auction Procedures set for each Auction (the “Offer Documents”). None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates makes any recommendation pursuant to the Offer Documents as to whether or not any Lender should sell its Term Loans to the Borrowers pursuant to the Offer Documents (ii) the name of the relevant Facility or Facilities (which including, for the avoidance of doubt must be doubt, by participating in respect of Term Loans) to which the Auction relates (as a Lender) or the “Applicable Borrowers should purchase any Term Loan Facility”)Loans from the Lenders pursuant to any Auction. Each Lender should make its own decision as to whether to sell any of its Term Loans and, (iii) if so, the discount to par, which may be a single percentage or a range of percentages (the “Discount Range”) of the par principal amount of the Term Loans of each Applicable Term Loan Facility that represents the purchase and price or range of purchase prices that could to be paid in the Auction with respect to such Applicable Term Loan Facility and (iv) the date by which the Term Loan Lenders of the Applicable Term Loan Facility are required to indicate their election to participate in the Auction (the “Reply Date”), which shall be not less than five Business Days after delivery of the Auction Notice. (b) In connection with any Auction, each Term Loan Lender of the Applicable Term Loan Facility or Applicable Term Loan Facilities may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) on or before the Reply Date, substantially in the form of Exhibit M, which shall specify (i) a discount to par sought for Term Loans in the Applicable Term Loan Facility that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (ii) a principal amount of Term Loans in the Applicable Term Loan Facility that such Lender is willing to offer for sale at its Reply Discount which must be in increments of $500,000 (the “Reply Amount”). A Term Loan Lender in the Applicable Term Loan Facility may avoid the minimum increment amount condition solely when submitting a Reply Amount equal to such Term Loan Lender’s entire remaining amount of such Term Loans. Term Loan Lenders may only submit one Return Bid per In addition, each Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning this Auction per Applicable Term Loan Facility but each Return Bid may contain up and the Offer Documents. Capitalized terms not otherwise defined in this Exhibit G have the meanings assigned to three component bids only one of which can result in a Qualifying Bid (as defined below). Each Return Bid submitted to the Administrative Agent shall be irrevocable. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance. The Borrower will not have any obligation to purchase any Term Loans at any price. The processing and recordation fees as set forth in Section 12.6 hereof shall not be applicable to any Auctions (it being understood and agreed that other fees may be applicable in connection with any Auction). (c) Based on the Reply Discounts and Reply Amounts received by the Administrative Agent (who shall reasonably promptly provide the Borrower with a copy of all Reply Discounts), the Administrative Agent, in consultation with the Borrower, will calculate the applicable discount (the “Applicable Discount”) for the Auction with respect to each Applicable Term Loan Facility, which will be the highest Reply Discount that is within the Discount Range and, them in the event the Auction Amount cannot be paid in full at the highest Reply Discount, the Applicable Discount shall be the highest Reply Discount reducing in order to the lowest Reply Discount that is within the Discount Range which yields a prepayment in an aggregate principal amount equal to the lower of (i) the Auction Amount and (ii) the sum of all Reply Amounts. The Borrower shall purchase Term Loans (or the respective portions thereof) of the Applicable Term Loan Facility from each relevant Term Loan Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) first to Qualifying Loans specifying the highest Reply Discount, then filling orders going to the next highest Reply Discount and then pro rata at the clearing level. If a Term Loan Lender in the Applicable Term Loan Facility has submitted a Return Bid containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount that is equal to or greater than the Applicable Discount will be deemed the Qualifying Bid of such Term Loan Lender. Each participating Term Loan Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was dueCredit Agreement. (d) The Borrower may withdraw an Auction at any time. In connection with any Auction, upon submission by a Term Loan Lender of a Return Bid, such Term Loan Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. (e) Notwithstanding the provisions of this Section 5.19, the Administrative Agent in consultation with the Borrower, may amend or modify the procedures, notices, bids and Assignment and Acceptance Agreement in connection with any Auction (including, solely with Borrower’s consent), (i) any term to the extent Borrower’s commercial interests will be materially adversely affected by such amendment or modification and (ii) the economic terms to the extent no Term Loan Lenders have validly tendered Term Loans requested in an offer, but excluding economic terms of an auction after any Term Loan Lenders in the Applicable Term Loan Facility have validly tendered Term Loans requested in an offer, other than to increase the Auction Amount or raise the Discount Range; provided that no such amendments or modifications may be implemented after 24 hours prior to the date and time return bids are due. (f) All parties to the relevant repurchases shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into the terms of the Assignment and Assumption.

Auction Procedures. (a) In connection with an Auction, the Borrower will provide notification to the Administrative Agent (for distribution to the Term Loan Lenders of the applicable Facility with respect to which such notice relates) of the Auction (an “Auction Notice”), which shall be substantially in the form of Exhibit L. Each Auction Notice shall contain (i) the total cash value of the bid, in a minimum amount of $5,000,000 with minimum increments of $1,000,000 (the “Auction Amount”), unless otherwise agreed by the Administrative Agent, (ii) the name of the relevant Facility or Facilities (which for the avoidance of doubt must be in respect of Term Loans) to which the Auction relates (the “Applicable Term Loan Facility”), (iii) the discount to par, which may be a single percentage or a range of percentages (the “Discount Range”) of the par principal amount of the Term Loans of each Applicable Term Loan Facility that represents the purchase price or range of purchase prices that could be paid in the Auction with respect to such Applicable Term Loan Facility and (iv) the date by which the Term Loan Lenders of the Applicable Term Loan Facility are required to indicate their election to participate in the Auction (the “Reply Date”), which shall be not less than five Business Days after delivery of the Auction Notice. (b) In connection with any Auction, each Term Loan Lender of the Applicable Term Loan Facility or Applicable Term Loan Facilities may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) on or before the Reply Date, substantially in the form of Exhibit M, which shall specify (i) a discount to par for Term Loans in the Applicable Term Loan Facility that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (ii) a principal amount of Term Loans in the Applicable Term Loan Facility that such Lender is willing to offer for sale at its Reply Discount which must be in increments of $500,000 (the “Reply Amount”). A Term Loan Lender in the Applicable Term Loan Facility may avoid the minimum increment amount condition solely when submitting a Reply Amount equal to such Term Loan Lender’s entire remaining amount of such Term Loans. Term Loan Lenders may only submit one Return Bid per Auction per Applicable Term Loan Facility but each Return Bid may contain up to three component bids only one of which can result in a Qualifying Bid (as defined below). Each Return Bid submitted to the Administrative Agent shall be irrevocable. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance. The Borrower will not have any obligation to purchase any Term Loans at any price. The processing and recordation fees as set forth in Section 12.6 hereof shall not be applicable to any Auctions (it being understood and agreed that other fees may be applicable in connection with any Auction). (c) Based on the Reply Discounts and Reply Amounts received by the Administrative Agent (who shall reasonably promptly provide the Borrower with a copy of all Reply Discounts), the Administrative Agent, in consultation with the Borrower, will calculate the applicable discount (the “Applicable Discount”) for the Auction with respect to each Applicable Term Loan Facility, which will be the highest Reply Discount that is within the Discount Range and, in the event the Auction Amount cannot be paid in full at the highest Reply Discount, the Applicable Discount shall be the highest Reply Discount reducing in order to the lowest Reply Discount that is within the Discount Range which yields a prepayment in an aggregate principal amount equal to the lower of (i) the Auction Amount and (ii) the sum of all Reply Amounts. The Borrower shall purchase Term Loans (or the respective portions thereof) of the Applicable Term Loan Facility from each relevant Term Loan Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) first to Qualifying Loans specifying the highest Reply Discount, then filling orders going to the next highest Reply Discount and then pro rata at the clearing level. If a Term Loan Lender in the Applicable Term Loan Facility has submitted a Return Bid containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount that is equal to or greater than the Applicable Discount will be deemed the Qualifying Bid of such Term Loan Lender. Each participating Term Loan Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due. (d) The Borrower may withdraw an Auction at any time. In connection with any Auction, upon submission by a Term Loan Lender of a Return Bid, such Term Loan Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. (e) Notwithstanding the provisions of this Section 5.19, the Administrative Agent in consultation with the Borrower, may amend or modify the procedures, notices, bids and Assignment and Acceptance Agreement in connection with any Auction (including, solely with Borrower’s consent), (i) any term to the extent Borrower’s commercial interests will be materially adversely affected by such amendment or modification and (ii) the economic terms to the extent no Term Loan Lenders have validly tendered Term Loans requested in an offer, but excluding economic terms of an auction after any Term Loan Lenders in the Applicable Term Loan Facility have validly tendered Term Loans requested in an offer, other than to increase the Auction Amount or raise the Discount Range; provided that no such amendments or modifications may be implemented after 24 hours prior to the date and time return bids are due. (f) All parties to the relevant repurchases shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into the terms of the Assignment and Assumption.the