Common use of Loans Of Shares; Transfers of Loaned Shares Clause in Contracts

Loans Of Shares; Transfers of Loaned Shares. (a) Subject to the terms and conditions of this Agreement, Lender hereby agrees to make available for borrowing by Borrower from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date, shares of Common Stock up to, in the aggregate outstanding at any time, the Maximum Number of Shares. (b) Subject to the terms and conditions of this Agreement, Borrower may, from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date by written notice to Lender (a “Borrowing Notice”), initiate a transaction in which Lender will lend Loaned Shares to Borrower through the issuance by Lender of such Loaned Shares to Borrower upon the terms, and subject to the conditions, set forth in this Agreement (each such issuance and loan, a “Loan”). Such Loan shall be confirmed by a schedule and receipt listing the Loaned Shares provided by Lender to Borrower (the “Confirmation”). Such Confirmation shall constitute conclusive evidence with respect to the Loan, including the number of shares of Common Stock that are the subject of the Loan to which the Confirmation relates, unless a written objection to the Confirmation specifying the reasons for the objection is received by Lender within five Business Days after the delivery of the Confirmation to Borrower. (c) Notwithstanding anything to the contrary in this Agreement, in no event shall Borrower be entitled to receive, or shall be deemed to receive, any shares of Common Stock if, immediately upon giving effect to such receipt of such shares, (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder) of shares of Common Stock by Borrower or any affiliate of Borrower subject to aggregation with Borrower under such Section 13 and rules or any “group” (within the meaning of such Section 13 and rules) of which Borrower is a member (collectively, “Borrower Group”) would be equal to or greater than 9.9% or more of the outstanding shares of Common Stock or (ii) Borrower or any “affiliate” or “associate” of Borrower, would be an “interested stockholder” of Lender, as all such terms are defined in Section 203 of the Delaware General Corporation Law. If any delivery owed to Borrower hereunder is not made, in whole or in part, as a result of this provision, Lender’s obligation to make such delivery shall not be extinguished and Lender shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Borrower gives notice to Lender that such delivery would not result in Borrower Group directly or indirectly so beneficially owning in excess of 9.9% of the outstanding shares of Common Stock or Borrower or any “affiliate” or “associate” of Borrower becoming an “interested stockholder”, as described in clauses (i) and (ii) above; provided that Lender shall not be required to deliver any Loaned Shares after the Borrowing Termination Date. Notwithstanding anything to the contrary in this Agreement, Lender shall not be liable to Borrower for any delivery of Loaned Shares in contravention of this Section 2(c) if Lender has not been notified by Borrower in writing that such delivery would contravene provisions of this paragraph.

Loans Of Shares; Transfers of Loaned Shares. (a) Subject to the terms and conditions of this Agreement, Lender hereby agrees to make available for borrowing by Borrower during the Loan Availability Period, at any time and from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Datetime, shares of Common Stock up to, in the aggregate outstanding at any time, to the Maximum Number of Shares. (b) Subject to the terms and conditions of this Agreement, Borrower may, from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date time, by written notice to Lender (a “Borrowing Notice”), which Borrowing Notice shall be in the form of Exhibit A-1 hereto, initiate a transaction one or more transactions in which Lender will lend Loaned Shares to Borrower through the issuance by Lender of such Loaned Shares to Borrower upon the terms, and subject to the conditions, set forth in this Agreement (each such issuance and loan, a “Loan”). Such Each such Loan shall be confirmed by a schedule and cross receipt listing the Loaned Shares provided signed by Lender to and Borrower (the “Cross Receipt/Confirmation”), which Cross Receipt/Confirmation shall be in the form of Exhibit A-2 hereto. Such Cross Receipt/Confirmation shall constitute conclusive evidence with respect to the Loan, including the number of shares of Common Stock that are the subject of the Loan to which the Cross Receipt/Confirmation relates, unless a written objection to the Confirmation specifying the reasons for the objection is received by Lender within five Business Days after the delivery of the Confirmation to Borrower. (c) Lender shall transfer Loaned Shares to Borrower at or before the Delivery Time on the date specified in the Borrowing Notice for the commencement of the Loan, which date shall not be earlier than the third Business Day following the receipt by Lender of the Borrowing Notice, except with respect to the first Borrowing Notice delivered hereunder, and unless otherwise agreed to by Lender. Delivery of the Loaned Shares to Borrower shall be made in the manner and to the account set forth under Section 11 below. (d) Notwithstanding anything to the contrary in this Agreement, in no event shall Borrower be entitled to receive, or shall be deemed to receive, any shares of Common Stock if, immediately upon giving effect to such receipt of such shares, (i) the “beneficial ownership” (within the meaning Borrower together with any affiliate of Borrower or any other person subject to aggregation with Borrower under Section 13 of the Exchange Act and the rules promulgated thereunder) of shares of Common Stock by Borrower or any affiliate of Borrower subject to aggregation with Borrower under such Section 13 and rules thereunder or any “group” (within the meaning of such Section 13 and rules) of which Borrower is a member (collectively, the “Borrower Group”) would be equal required to or greater than 9.9% or more file the statements required by Section 16(a) of the outstanding shares of Common Stock or (ii) Borrower or any “affiliate” or “associate” of Borrower, would be an “interested stockholder” of Lender, as all such terms are defined in Section 203 of the Delaware General Corporation LawExchange Act. If any delivery owed to Borrower hereunder is not made, in whole or in part, as a result of this provision, Lender’s obligation to make such delivery shall not be extinguished and Lender shall make such delivery as promptly as practicable after, but in no event later than one three Business Day Days after, Borrower gives notice to Lender that such delivery would not result in any member of the Borrower Group directly or indirectly so beneficially owning in excess of 9.9% of being required to file the outstanding shares of Common Stock or Borrower or any “affiliate” or “associate” of Borrower becoming an “interested stockholder”, as described in clauses (i) and (ii) abovestatements required by such Section 16(a); provided that Lender shall not be required to deliver any Loaned Shares after the Borrowing Termination DateLoan Availability Period. Notwithstanding anything to the contrary in this Agreement, Lender shall not be liable to Borrower for any delivery of Loaned Shares in contravention of this Section 2(c2(d) if Lender has not been notified by Borrower in writing that such delivery would contravene provisions of this paragraph.

Loans Of Shares; Transfers of Loaned Shares. (a) Subject to the terms and conditions of this Agreement, Lender hereby agrees to make available for borrowing by Borrower from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Convertible Notes Settlement Date, a number of shares of Common Stock up to, in the aggregate outstanding at any time, equal to the Maximum Number of Shares. (b) Subject to the terms and conditions of this Agreement, Borrower may, from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date may by written notice to Lender on or prior to the Convertible Notes Settlement Date (a “Borrowing Notice”), seek to initiate a transaction in which Lender will lend Loaned Shares to Borrower through the issuance by Lender of such Loaned Shares to Borrower upon the terms, and subject to the conditions, set forth in this Agreement (each such issuance and loan, a “Loan”). Such Loan shall be confirmed by a schedule and receipt listing the Loaned Shares provided by Lender to Borrower (the “Confirmation”). Such Confirmation shall constitute conclusive evidence with respect to the Loan, including the number of shares of Common Stock that are the subject of the Loan Loan, to which the Confirmation relates, unless a written objection to the Confirmation specifying the reasons for the objection is received by Lender from Borrower within five Business Days after the delivery of the Confirmation to Borrower; provided that in no event shall the delivery of the Confirmation or any such objection thereto delay the transfer of Loaned Shares to which a Borrowing Notice relates pursuant to clause (d) below. (c) Notwithstanding anything to the contrary in this Agreement, in no event Borrower shall Borrower not be entitled permitted to receiveborrow or have any right to take delivery of, or shall otherwise receive or be deemed to receivehave received, any shares of Common Stock if, immediately upon giving effect hereunder to the extent (but only to the extent) that after such receipt of such shares, Common Stock (i) the “beneficial ownership” (within the meaning of Section 13 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of shares of Common Stock by Borrower or any affiliate of Borrower subject to aggregation with Borrower under such Section 13 11 and such rules or any “group” (within the meaning of such Section 13 and rules) of which Borrower is a member (collectively, “Borrower Group”) would be equal to or greater than 9.9% or more of the outstanding shares of Common Stock or (ii) Borrower or any “affiliate” or “associate” of Borrower, would be an “interested stockholder” of Lender, as all such terms are defined in Section 203 of the Delaware General Corporation Law. If any delivery owed to Borrower hereunder is not made, in whole or in part, as a result of this provision, Lender’s obligation to make such delivery shall not be extinguished and Lender shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Borrower gives notice to Lender that such delivery would not result in Borrower Group directly or indirectly so beneficially owning in excess of 9.9% of the outstanding shares of Common Stock or Borrower or any “affiliate” or “associate” of Borrower becoming an “interested stockholder”, as described in clauses (i) and (ii) above; provided that Lender shall not be required to deliver any Loaned Shares after the Borrowing Termination Date. Notwithstanding anything to the contrary in this Agreement, Lender shall not be liable to Borrower for any delivery of Loaned Shares in contravention of this Section 2(c) if Lender has not been notified by Borrower in writing that such delivery would contravene provisions of this paragraph.exceed

Loans Of Shares; Transfers of Loaned Shares. (a) Subject to the terms and conditions of this Agreement, Lender hereby agrees to make available for borrowing by Borrower from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date, shares of Common Stock up to, in the aggregate outstanding at any timeaggregate, the Maximum Number of Shares. (b) Subject to the terms and conditions of this Agreement, Borrower may, from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date time, by not less than one Business Day’s written notice to Lender (a “Borrowing Notice”), ) initiate a transaction one or more transactions in which Lender will lend Loaned Shares to Borrower through the issuance by Lender of such Loaned Shares to Borrower upon the terms, and subject to the conditions, set forth in this Agreement (each such issuance and loan, a “Loan”); provided that Borrower may not initiate a Loan by delivering a Borrowing Notice to Lender (i) during any Registration Blackout Period or (ii) after the earlier to occur of (A) March 15, 2013 and (B) the date as of which the Maximum Number of Shares shall have been sold pursuant to the Underwriting Agreement. Such Loan shall be confirmed through the book-entry settlement system of the Clearing Organization. The records maintained by a schedule and receipt listing the Loaned Shares provided by Lender to Borrower (the “Confirmation”). Such Confirmation Clearing Organization shall constitute conclusive evidence with respect to the a Loan, including the number of shares of Common Stock that are the subject of the such Loan to which the Confirmation relates, unless a written objection to the Confirmation specifying the reasons for the objection is received by Lender within five Business Days after the delivery of the Confirmation to Borrowerapplicable records relate. (c) Notwithstanding anything to the contrary in this Agreement, in no event Borrower shall Borrower not be entitled permitted to receiveborrow, or shall be deemed to receiveand may not initiate a Loan hereunder with respect to, any shares of Common Stock if, immediately upon giving effect at any time to such the extent (in the case of clause (i) below or to the extent that Borrower determines in its sole discretion (in the case of clause (ii) below) that after receipt of any shares of Common Stock in connection with such sharesLoan, (i) the Section 16 Percentage would exceed 8.0% or (ii) the Share Amount would exceed the Applicable Share Limit. The “beneficial ownershipSection 16 Percentage” as of any day is the fraction, expressed as a percentage, (within A) the meaning numerator of Section 13 of which is the Exchange Act and the rules promulgated thereunder) number of shares of Common Stock by that Borrower or any affiliate of Borrower subject to aggregation with Borrower under such Section 13 and rules or any “group” (within the meaning of such Section 13 and rules) of which Borrower is a member (collectively, “Borrower Group”) would be equal to or greater than 9.9% or more of the outstanding shares of Common Stock or (ii) Borrower or any “affiliate” or “associate” of Borrower, would be an “interested stockholder” of Lender, as all such terms are defined in Section 203 of the Delaware General Corporation Law. If any delivery owed to Borrower hereunder is not made, in whole or in part, as a result of this provision, Lender’s obligation to make such delivery shall not be extinguished and Lender shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Borrower gives notice to Lender that such delivery would not result in Borrower Group directly or indirectly so beneficially owning in excess of 9.9% of the outstanding shares of Common Stock or Borrower or any “affiliate” or “associate” of Borrower becoming an “interested stockholder”, as described in clauses (i) and (ii) above; provided that Lender shall not be required to deliver any Loaned Shares after the Borrowing Termination Date. Notwithstanding anything to the contrary in this Agreement, Lender shall not be liable to Borrower for any delivery of Loaned Shares in contravention of this Section 2(c) if Lender has not been notified by Borrower in writing that such delivery would contravene provisions of this paragraph.each

Loans Of Shares; Transfers of Loaned Shares. (a) Subject to the terms and conditions of this Agreement, Lender hereby agrees to make available for borrowing by Borrower from time to time on any Permitted Borrowing Date on or before prior to the Borrowing Termination Date, Date shares of Common Stock up to, in the aggregate outstanding at any timeaggregate, the Maximum Number of Shares. (b) Subject to the terms and conditions of this Agreement, Borrower may, from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date time, by written notice to Lender on any date on or prior to the Borrowing Termination Date (a “"Borrowing Notice”"), initiate a transaction one or more transactions in which Lender will lend Loaned Shares to Borrower through the issuance by Lender of such Loaned Shares to Borrower upon the terms, and subject to the conditions, set forth in this Agreement (each such issuance and loan, a “"Loan”"). To the best of the Borrower's knowledge at the time any Loan is initiated, such Loan shall be used for purposes reasonably designed to facilitate hedging transactions relating to the purchase or ownership of the Convertible Notes. Such Loan shall be confirmed through the book-entry settlement system of the Clearing Organization. The records maintained by a schedule and receipt listing the Loaned Shares provided by Lender to Borrower (the “Confirmation”). Such Confirmation Clearing Organization shall constitute conclusive evidence with respect to the Loan, including the number of shares of Common Stock that are the subject of the such Loan to which the Confirmation relates, unless a written objection to the Confirmation specifying the reasons for the objection is received by Lender within five Business Days after the delivery of the Confirmation to Borrowerapplicable records relate. (c) Lender shall transfer Loaned Shares to Borrower on or before the Cutoff Time on the date specified in the Borrowing Notice for the commencement of any Loan, which date shall not be earlier than the second Business Day following the receipt by Lender of the Borrowing Notice. Transfer of the Loaned Shares to Borrower shall be made in the manner and to the account set forth under Section 11 below. (d) Notwithstanding anything to the contrary in this Agreement, in no event Borrower or its affiliates shall Borrower be entitled to receive, not transfer or shall be deemed to receive, dispose of any shares of Common Stock if, immediately upon giving effect to Loaned Shares unless such receipt of such shares, (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder) of shares of Common Stock Loaned Shares are sold by Borrower or any such affiliate pursuant to a registration statement that has been declared effective under the Securities Act. Nothing herein shall prohibit transfers among affiliates of the Borrower that are not pursuant to an effective registration statement and that are exempt from registration, provided that transfers by such transferee subsidiaries shall remain subject to aggregation with Borrower under such Section 13 and rules or any “group” (within the meaning of such Section 13 and rules) of which Borrower is a member (collectively, “Borrower Group”) would be equal to or greater than 9.9% or more provisions of the outstanding shares of Common Stock or (ii) foregoing sentence. Borrower or may not initiate any “affiliate” or “associate” of Borrower, would be an “interested stockholder” of Lender, as all such terms are defined in Section 203 of Loan hereunder unless Lender has a registration statement that has been declared effective under the Delaware General Corporation Law. If any delivery owed to Borrower hereunder is not made, in whole or in part, as a result of this provision, Lender’s obligation to make such delivery shall not be extinguished and Lender shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Borrower gives notice to Lender that such delivery would not result in Borrower Group directly or indirectly so beneficially owning in excess of 9.9% of the outstanding shares of Common Stock or Borrower or any “affiliate” or “associate” of Borrower becoming an “interested stockholder”, as described in clauses (i) and (ii) above; provided that Lender shall not be required to deliver any Loaned Shares after the Borrowing Termination Date. Notwithstanding anything Securities Act with respect to the contrary in this Agreement, Lender shall not be liable to Borrower for any delivery of Loaned Shares in contravention of this Section 2(c) if Lender has not been notified by Borrower in writing that such delivery would contravene provisions of this paragraphShares.

Loans Of Shares; Transfers of Loaned Shares. (a) Subject to the terms and conditions of this Agreement, Lender hereby agrees to make available for borrowing by Borrower Borrower, at any time and from time to time on any Permitted Borrowing Date on or before time, for delivery at the Borrowing Termination Datetimes specified in Section 2(b), shares of Common Stock up to, in the aggregate outstanding at any timeaggregate, the Maximum Number of Shares. (b) Subject to the terms and conditions of this Agreement, Borrower may, from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date time, by written notice to Lender (a “Borrowing Notice”), ) initiate a transaction one or more transactions in which Lender will lend Loaned Shares to Borrower through the issuance delivery by Lender of such Loaned Shares to Borrower upon the terms, and subject to the conditions, set forth in this Agreement (each such issuance delivery and loan, a “Loan”). Such Loan shall be confirmed through the book-entry settlement system of the Clearing Organization. The records maintained by a schedule and receipt listing the Loaned Shares provided by Lender to Borrower (the “Confirmation”). Such Confirmation Clearing Organization shall constitute conclusive evidence with respect to the Loan, including the number of shares of Common Stock that are the subject of the Loan to which the Confirmation relates, unless a written objection to the Confirmation specifying the reasons for the objection is received by Lender within five Business Days after the delivery of the Confirmation to Borrowerapplicable records relate. (c) Notwithstanding anything Lender shall transfer Loaned Shares to Borrower on or before the contrary Cutoff Time on the date specified in this Agreementthe Borrowing Notice for the commencement of the Loan, in no event which date shall Borrower not be entitled to receive, or earlier than the Business Day following the receipt by Lender of the Borrowing Notice and shall be deemed to receive, any shares of Common Stock if, immediately the date upon giving effect to such receipt of such shares, (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder) which an equal amount of shares of Common Stock are deliverable by the Borrower or any affiliate of Borrower subject pursuant to aggregation with Borrower under such Section 13 and rules or any “group” (within the meaning of such Section 13 and rules) of which Borrower is a member (collectively, “Borrower Group”) would be equal to or greater than 9.9% or more terms of the outstanding shares of Common Stock or (ii) Borrower or any “affiliate” or “associate” of Borrower, would be an “interested stockholder” of Lender, as all such terms are defined in Section 203 Mandatory Convertible Notes. Delivery of the Delaware General Corporation Law. If any delivery owed Loaned Shares to Borrower hereunder is not made, shall be made in whole or in part, as a result of this provision, Lender’s obligation to make such delivery shall not be extinguished and Lender shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Borrower gives notice to Lender that such delivery would not result in Borrower Group directly or indirectly so beneficially owning in excess of 9.9% of the outstanding shares of Common Stock or Borrower or any “affiliate” or “associate” of Borrower becoming an “interested stockholder”, as described in clauses (i) and (ii) above; provided that Lender shall not be required to deliver any Loaned Shares after the Borrowing Termination Date. Notwithstanding anything to the contrary in this Agreement, Lender shall not be liable to Borrower for any delivery of Loaned Shares in contravention of this manner set forth under Section 2(c) if Lender has not been notified by Borrower in writing that such delivery would contravene provisions of this paragraph9 below.

Loans Of Shares; Transfers of Loaned Shares. (a) Subject to the terms and conditions of this Agreement, Lender hereby agrees to make available for borrowing by Borrower Borrower, at any time and from time to time on any Permitted Borrowing Date on or before time, for delivery at the Borrowing Termination Datetimes specified in Section 2(b), shares of Common Stock up to, in the aggregate outstanding at any timeaggregate, the Maximum Number of Shares. (b) Subject to the terms and conditions of this Agreement, Borrower may, from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date time, by written notice to Lender (a “Borrowing Notice”), ) initiate a transaction one or more transactions in which Lender will lend Loaned Shares to Borrower through the issuance delivery by Lender of such Loaned Shares to Borrower upon the terms, and subject to the conditions, set forth in this Agreement (each such issuance delivery and loan, a “Loan”). Such Loan shall be confirmed through the book-entry settlement system of the Clearing Organization. The records maintained by a schedule and receipt listing the Loaned Shares provided by Lender to Borrower (the “Confirmation”). Such Confirmation Clearing Organization shall constitute conclusive evidence with respect to the Loan, including the number of shares of Common Stock that are the subject of the Loan to which the Confirmation relates, unless a written objection to the Confirmation specifying the reasons for the objection is received by Lender within five Business Days after the delivery of the Confirmation to Borrowerapplicable records relate. (c) Notwithstanding anything Lender shall transfer Loaned Shares to Borrower on or before the contrary Cutoff Time on the date specified in this Agreementthe Borrowing Notice for the commencement of the Loan, in no event which date shall Borrower not be entitled to receive, or earlier than the Business Day following the receipt by Lender of the Borrowing Notice and shall be deemed to receive, any shares of Common Stock if, immediately the date upon giving effect to such receipt of such shares, (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder) which an equal amount of shares of Common Stock are deliverable by the Borrower or any affiliate of Borrower subject pursuant to aggregation with Borrower under such Section 13 and rules or any “group” (within the meaning of such Section 13 and rules) of which Borrower is a member (collectively, “Borrower Group”) would be equal to or greater than 9.9% or more terms of the outstanding shares of Common Stock Underwriting Agreement, the Convertible Notes Underwriting Agreement or (ii) Borrower or any “affiliate” or “associate” of Borrower, would be an “interested stockholder” of Lender, as all such terms are defined in Section 203 the OCEANEs. Delivery of the Delaware General Corporation Law. If any delivery owed Loaned Shares to Borrower hereunder is not made, shall be made in whole or in part, as a result of this provision, Lender’s obligation to make such delivery shall not be extinguished and Lender shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Borrower gives notice to Lender that such delivery would not result in Borrower Group directly or indirectly so beneficially owning in excess of 9.9% of the outstanding shares of Common Stock or Borrower or any “affiliate” or “associate” of Borrower becoming an “interested stockholder”, as described in clauses (i) and (ii) above; provided that Lender shall not be required to deliver any Loaned Shares after the Borrowing Termination Date. Notwithstanding anything to the contrary in this Agreement, Lender shall not be liable to Borrower for any delivery of Loaned Shares in contravention of this manner set forth under Section 2(c) if Lender has not been notified by Borrower in writing that such delivery would contravene provisions of this paragraph9 below.

Loans Of Shares; Transfers of Loaned Shares. (a) Subject to the terms and conditions of this Agreement, Lender hereby agrees to make available for borrowing by Borrower from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date, shares of Common Stock up to, in the aggregate outstanding at any timeaggregate, the Maximum Number of Shares. (b) Subject to the terms and conditions of this Agreement, Borrower may, from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date time, by written notice to Lender (a “Borrowing Notice”), ) initiate a transaction one or more transactions in which Lender will lend Loaned Shares to Borrower through the issuance by Lender of such Loaned Shares to Borrower upon the terms, and subject to the conditions, set forth in this Agreement (each such issuance and loan, a “Loan”); provided that Borrower may not initiate a Loan by delivering a Borrowing Notice to Lender (i) during any Registration Blackout Period or (ii) after the earlier to occur of (A) December 31, 2008 and (B) the date as of which the Maximum Number of Shares shall have been sold pursuant to the Underwriting Agreement. Such Loan shall be confirmed through the book-entry settlement system of the Clearing Organization. The records maintained by a schedule and receipt listing the Loaned Shares provided by Lender to Borrower (the “Confirmation”). Such Confirmation Clearing Organization shall constitute conclusive evidence with respect to the Loan, including the number of shares of Common Stock that are the subject of the Loan to which the Confirmation relates, unless a written objection to the Confirmation specifying the reasons for the objection is received by Lender within five Business Days after the delivery of the Confirmation to Borrowerapplicable records relate. (c) Notwithstanding anything to the contrary in this Agreement, in no event Borrower shall Borrower not be entitled permitted to receiveborrow, or shall be deemed to receiveand may not initiate a Loan hereunder with respect to, any shares of Common Stock if, immediately upon giving effect at any time to such receipt the extent that Borrower determines (in its sole discretion) that any Loan of such sharesshares of Common Stock shall cause Borrower to become, (i) the directly or indirectly, a “beneficial ownershipowner” (within the meaning of Section 13 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of more than 9.9% of the shares of Common Stock by outstanding at such time. (d) Lender shall transfer Loaned Shares to Borrower on or any affiliate of Borrower subject to aggregation with Borrower under such Section 13 and rules or any “group” (within before the meaning of such Section 13 and rules) of which Borrower is a member (collectively, “Borrower Group”) would be equal to or greater than 9.9% or more Cutoff Time on the date specified in the Borrowing Notice for the commencement of the outstanding shares of Common Stock or (ii) Borrower or any “affiliate” or “associate” of BorrowerLoan, would be an “interested stockholder” of Lender, as all such terms are defined in Section 203 of the Delaware General Corporation Law. If any delivery owed to Borrower hereunder is not made, in whole or in part, as a result of this provision, Lender’s obligation to make such delivery which date shall not be extinguished and Lender shall make such delivery as promptly as practicable after, but in no event later earlier than one the third Business Day after, Borrower gives notice to following the receipt by Lender that such delivery would not result in Borrower Group directly or indirectly so beneficially owning in excess of 9.9% of the outstanding shares Borrowing Notice. Delivery of Common Stock or Borrower or any “affiliate” or “associate” of Borrower becoming an “interested stockholder”, as described in clauses (i) and (ii) above; provided that Lender shall not be required to deliver any the Loaned Shares after the Borrowing Termination Date. Notwithstanding anything to the contrary in this Agreement, Lender shall not be liable to Borrower for any delivery of Loaned Shares shall be made in contravention of this the manner set forth under Section 2(c) if Lender has not been notified by Borrower in writing that such delivery would contravene provisions of this paragraph11 below.

Loans Of Shares; Transfers of Loaned Shares. (a) Subject to the terms and conditions of this Agreement, Lender hereby agrees to make available for borrowing by Borrower from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date, date hereof shares of Common Stock up to, in the aggregate outstanding at any timeaggregate, the Maximum Number of Shares. (b) Subject to the terms and conditions of this Agreement, Borrower may, from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date by written notice to Lender substantially in the form of Annex A hereto (a “"Borrowing Notice”"), initiate a single transaction in which Lender will lend Loaned Shares to Borrower through the issuance by Lender of such Loaned Shares to Borrower upon the terms, and subject to the conditions, set forth in this Agreement (each such issuance and loanthe "Loan", or as context requires, "a “Loan”" or "any Loan"). Such Loan shall be confirmed through the book-entry settlement system of the Clearing Organization. The records maintained by a schedule and receipt listing the Loaned Shares provided by Lender to Borrower (the “Confirmation”). Such Confirmation Clearing Organization shall constitute conclusive evidence with respect to the such Loan, including the number of shares of Common Stock that are the subject of the Loan to which the Confirmation relates, unless a written objection to the Confirmation specifying the reasons for the objection is received by Lender within five Business Days after the delivery of the Confirmation to Borrowersuch Loan. (c) Notwithstanding anything to the contrary in this Agreement, at any time Ship Finance is not a "foreign private issuer," as such term is defined in Rule 3b-4 under the Exchange Act (a "Foreign Private Issuer"), in no event shall Borrower be entitled to receive, or shall be deemed to receive, any shares of Common Stock Loaned Shares if, immediately upon giving effect to such receipt of such sharesLoaned Shares, (i) the “"beneficial ownership” " (within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder) of shares of Common Stock by Borrower or any affiliate of Borrower or any other person subject to aggregation with Borrower under such Section 13 of the Exchange Act and the rules promulgated thereunder or any “"group” " (within the meaning of such Section 13 and rules) of which Borrower is a member (collectively, “the "Borrower Group”") would be equal to or greater than 9.98.0% or more of the issued and outstanding shares of Common Stock or (ii) Borrower or any “affiliate” or “associate” of Borrower, would be an “interested stockholder” of Lender, as all such terms are defined in Section 203 of the Delaware General Corporation LawStock. If any delivery owed to Borrower hereunder is not made, in whole or in part, as a result of this provision, Lender’s 's obligation to make such delivery shall not be extinguished and Lender shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Borrower gives notice to Lender that such delivery would not result in the Borrower Group directly or indirectly so beneficially owning in excess of 9.98.0% of the issued and outstanding shares of Common Stock or Borrower or any “affiliate” or “associate” of Borrower becoming an “interested stockholder”Stock, as described above. (d) Lender shall transfer Loaned Shares to Borrower on or before the Cutoff Time on the date specified in clauses (i) and (ii) above; provided that Lender the Borrowing Notice for the commencement of any Loan, which date shall not be required to deliver any Loaned Shares after earlier than the Borrowing Termination Date. Notwithstanding anything to second Business Day following the contrary in this Agreement, receipt by Lender shall not be liable to Borrower for any delivery of Loaned Shares in contravention of this Section 2(c) if Lender has not been notified by Borrower in writing that such delivery would contravene provisions of this paragraph.the Borrowing

Loans Of Shares; Transfers of Loaned Shares. (a) Subject to (i) the terms and conditions of this AgreementAgreement and (ii) the execution of the Guarantee by the Lender and the Guarantor, Lender hereby agrees promptly to make available for borrowing by Borrower at any time and from time to time on any Permitted Borrowing Date on or before during the Borrowing Termination Date, shares Loan Availability Period a number of Common Stock Shares up to, in the aggregate outstanding at any timeaggregate, the Maximum Number of Shares. For the avoidance of doubt, any Loaned Shares returned by the Borrower may be borrowed again during the Loan Availability Period. (b) Subject to the terms and conditions of this Agreement, Borrower may, from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date time, by written notice to Lender (a “Borrowing Notice”), seek to initiate a transaction transaction, or a series of staggered transactions, in which Lender will lend Loaned Common Shares to Borrower through the issuance by Lender of such Loaned Common Shares to Borrower upon the terms, and subject to the conditions, set forth in this Agreement (each such issuance and loan, a “Loan”); provided that the number of Common Shares borrowed in any such Loan shall be equal to no less than 1.0% of the issued and outstanding Common Shares at such time. Such Loan shall be confirmed by a schedule and receipt listing the Loaned Shares included in such a Loan provided by Lender to Borrower (the “Confirmation”). Such Confirmation shall constitute conclusive evidence with respect to the Loan, including the number of shares of Common Stock Loaned Shares that are the subject of the Loan Loan, to which the Confirmation relates, unless a written objection to the Confirmation specifying the reasons for the objection is received by Lender from Borrower within five Business Days after the delivery of the Confirmation to BorrowerLender; provided that in no event shall the delivery of the Confirmation or any such objection thereto delay the transfer of Loaned Shares to which a Borrowing Notice relates pursuant to clause (d) below. (c) Notwithstanding anything to the contrary in this Agreement, in no event Borrower shall Borrower not be entitled permitted to receiveborrow or have any right to take delivery of, or shall otherwise receive or be deemed to receivehave received, any shares of Common Stock if, immediately upon giving effect Shares hereunder to the extent (but only to the extent) that after such receipt of such shares, Common Shares (i) the “beneficial ownership” (within the meaning of Section 13 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of shares of Common Stock Shares by Borrower or any affiliate of Borrower subject to aggregation with Borrower under such Section 13 and such rules or any “group” (within the meaning of such Section 13 and rules) of which Borrower is a member (collectively, “Borrower Group”) would be equal to or greater than 9.9exceed 9.0% or more violate any applicable risk management, trading or investment policies and procedures of Borrower, as determined by the outstanding shares of Common Stock Borrower in its sole discretion, or (ii) Borrower would be subject to Section 16(b) of the Exchange Act, as determined by the Borrower in its sole discretion, and any Loan hereunder shall be void and have no effect to the extent (but only to the extent) that (i) such “beneficial ownership” would be in excess of 9.0% or would violate any “affiliate” applicable risk management, trading or “associate” investment policies and procedures of Borrower, would be an “interested stockholder” of Lender, as all such terms are defined in Section 203 of the Delaware General Corporation Law. If any delivery owed to Borrower hereunder is not made, in whole or in part, as a result of this provision, Lender’s obligation to make such delivery shall not be extinguished and Lender shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Borrower gives notice to Lender that such delivery would not result in Borrower Group directly or indirectly so beneficially owning in excess of 9.9% of the outstanding shares of Common Stock or Borrower or any “affiliate” or “associate” of Borrower becoming an “interested stockholder”, as described in clauses (i) and (ii) above; provided that Lender shall not be required Borrower would become subject to deliver any Loaned Shares after the Borrowing Termination Date. Notwithstanding anything to the contrary in this Agreement, Lender shall not be liable to Borrower for any delivery of Loaned Shares in contravention of this Section 2(c) if Lender has not been notified by Borrower in writing that such delivery would contravene provisions of this paragraph.16(b)

Loans Of Shares; Transfers of Loaned Shares. (a) Subject to the terms and conditions of this Agreement, Lender hereby agrees to make available for borrowing by Borrower from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Dateprior to December 6, 2006, 3,300,000 shares of Common Stock up to, in the aggregate outstanding at any time, the Maximum Number of SharesStock. (b) Subject to the terms and conditions of this Agreement, Borrower may, from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date may by written notice to Lender on or prior to December 6, 2006 (a “Borrowing Notice”), seek to initiate a transaction in which Lender will lend Loaned Shares to Borrower through the issuance by Lender of such Loaned Shares to Borrower upon the terms, and subject to the conditions, set forth in this Agreement (each such issuance and loan, a “Loan”). Such Loan shall be confirmed by a schedule and receipt listing the Loaned Shares provided by Lender to Borrower (the “Confirmation”). Such Confirmation shall constitute conclusive evidence with respect to the Loan, including the number of shares of Common Stock that are the subject of the Loan Loan, to which the Confirmation relates, unless a written objection to the Confirmation specifying the reasons for the objection is received by Lender Borrower within five Business Days after the delivery of the Confirmation to Borrower; provided that in no event shall the delivery of the Confirmation or any such objection thereto delay the transfer of Loaned Shares to which a Borrowing Notice relates pursuant to clause (d) below. (c) Notwithstanding anything to the contrary in this Agreement, in no event Borrower shall Borrower not be entitled permitted to receiveborrow, or shall be deemed to receiveand may not initiate a Loan hereunder with respect to, any shares of Common Stock if, immediately upon giving effect at any time to such receipt the extent that Borrower determines that any Loan of such sharesshares of Common Stock shall cause Borrower to become, (i) the directly or indirectly, a “beneficial ownershipowner” (within the meaning of Section 13 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, a “Beneficial Owner”) of more than 9.9% of the shares of Common Stock by Borrower or any affiliate of Borrower subject to aggregation with Borrower under outstanding at such Section 13 and rules or any “group” (within the meaning of such Section 13 and rules) of which Borrower is a member (collectively, “Borrower Group”) would be equal to or greater than 9.9% or more of the outstanding shares of Common Stock or (ii) Borrower or any “affiliate” or “associate” of Borrower, would be an “interested stockholder” of Lender, as all such terms are defined in Section 203 of the Delaware General Corporation Lawtime. If any delivery owed to Borrower hereunder is not made, in whole or in part, as a result of this provision, Lender’s obligation to make such delivery Under no circumstances shall not be extinguished and Lender shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Borrower gives notice to Lender that such delivery would not result in Borrower Group directly or indirectly so beneficially owning in excess of 9.9% of the outstanding shares of Common Stock or Borrower or any “affiliate” or “associate” of Borrower becoming an “interested stockholder”, as described in clauses (i) and (ii) above; provided that Lender shall not be required to deliver any Loaned Shares after the Borrowing Termination Date. Notwithstanding anything to the contrary in this Agreement, Lender shall not be liable to Borrower for any delivery of Loaned Shares Loan in contravention of this Section 2(c). (d) if Lender has not been notified by shall transfer Loaned Shares to Borrower on or before the Cutoff Time on December 6, 2006. Delivery of the Loaned Shares to Borrower shall be made in writing that such delivery would contravene provisions of this paragraphthe manner set forth under Section 13 below.

Loans Of Shares; Transfers of Loaned Shares. (a) Subject to the terms and conditions of this Agreement, Lender hereby agrees to make available for borrowing by Borrower from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date, date hereof shares of Common Stock up to, in the aggregate outstanding at any timeaggregate, the Maximum Number of Shares. (b) Subject to the terms and conditions of this Agreement, Borrower may, from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date by written notice to Lender substantially in the form of Annex A hereto (a “"Borrowing Notice”"), initiate a single transaction in which Lender will lend Loaned Shares to Borrower through the issuance by Lender of such Loaned Shares to Borrower upon the terms, and subject to the conditions, set forth in this Agreement (each such issuance and loanthe "Loan", or as context requires, "a “Loan”" or "any Loan"). Such Loan shall be confirmed through the book-entry settlement system of the Clearing Organization. The records maintained by a schedule and receipt listing the Loaned Shares provided by Lender to Borrower (the “Confirmation”). Such Confirmation Clearing Organization shall constitute conclusive evidence with respect to the such Loan, including the number of shares of Common Stock that are the subject of the Loan to which the Confirmation relates, unless a written objection to the Confirmation specifying the reasons for the objection is received by Lender within five Business Days after the delivery of the Confirmation to Borrowersuch Loan. (c) Notwithstanding anything to the contrary in this Agreement, at any time Ship Finance is not a "foreign private issuer," as such term is defined in Rule 3b-4 under the Exchange Act (a "Foreign Private Issuer"), in no event shall Borrower be entitled to receive, or shall be deemed to receive, any shares of Common Stock Loaned Shares if, immediately upon giving effect to such receipt of such sharesLoaned Shares, (i) the “"beneficial ownership” " (within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder) of shares of Common Stock by Borrower or any affiliate of Borrower or any other person subject to aggregation with Borrower under such Section 13 of the Exchange Act and the rules promulgated thereunder or any “"group” " (within the meaning of such Section 13 and rules) of which Borrower is a member (collectively, “the "Borrower Group”") would be equal to or greater than 9.98.0% or more of the issued and outstanding shares of Common Stock or (ii) Borrower or any “affiliate” or “associate” of Borrower, would be an “interested stockholder” of Lender, as all such terms are defined in Section 203 of the Delaware General Corporation LawStock. If any delivery owed to Borrower hereunder is not made, in whole or in part, as a result of this provision, Lender’s 's obligation to make such delivery shall not be extinguished and Lender shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Borrower gives notice to Lender that such delivery would not result in the Borrower Group directly or indirectly so beneficially owning in excess of 9.98.0% of the issued and outstanding shares of Common Stock or Borrower or any “affiliate” or “associate” of Borrower becoming an “interested stockholder”Stock, as described above. (d) Lender shall transfer Loaned Shares to Borrower on or before the Cutoff Time on the date specified in clauses (i) and (ii) above; provided that Lender the Borrowing Notice for the commencement of any Loan, which date shall not be required to deliver any earlier than the second Business Day following the receipt by Lender of the Borrowing 4 Notice. Transfer of the Loaned Shares after to Borrower shall be made in the Borrowing Termination Date. Notwithstanding anything manner and to the contrary in this Agreement, Lender shall not be liable to Borrower for any delivery of Loaned Shares in contravention of this account set forth under Section 2(c) if Lender has not been notified by Borrower in writing that such delivery would contravene provisions of this paragraph11 below. Section 3.

Loans Of Shares; Transfers of Loaned Shares. (a) Subject to the terms and conditions of this Agreement, Lender hereby agrees to make available for borrowing by Borrower Borrower, at any time and from time to time on any Permitted Borrowing Date on or before time, during the Borrowing Termination DateLoan Availability Period, shares of Common Stock up to, in the aggregate outstanding at any timeaggregate, the Maximum Number of Shares. (b) Subject to the terms and conditions of this Agreement, Borrower may, from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date may by written notice to Lender during the Loan Availability Period (a “Borrowing Notice”), seek to initiate a transaction in which Lender will lend Loaned Shares to Borrower through the issuance by Lender of such Loaned Shares to Borrower upon the terms, and subject to the conditions, set forth in this Agreement (each such issuance and loan, a “Loan”). Such Each Loan shall be confirmed by a schedule and receipt listing the Loaned Shares provided by Lender to Borrower (the “Confirmation”). Such Confirmation shall constitute conclusive evidence with respect to the Loan, including the number of shares of Common Stock that are the subject of the Loan to which the Confirmation relates, unless a written objection to the Confirmation specifying the reasons for the objection is received by Lender from Borrower within five Business Days after the delivery receipt of the Confirmation to Borrower; provided that in no event shall the delivery of the Confirmation or any such objection thereto delay the transfer of Loaned Shares to which a Borrowing Notice relates pursuant to clause (d) below. (c) Notwithstanding anything to the contrary in this Agreement, in no event Borrower shall Borrower not be entitled permitted to receiveborrow or have any right to take delivery of, or shall otherwise receive or be deemed to receivehave received, any shares of Common Stock if, immediately upon giving effect hereunder to the extent (but only to the extent) that after such receipt of such shares, Common Stock (i) the “beneficial ownership” (within the meaning of Section 13 (d) of the Exchange Act and the rules and regulations promulgated thereunder) of shares of Common Stock by Borrower or any affiliate of Borrower subject to aggregation with Borrower under such Section 13 13(d) and such rules or any “group” (within the meaning of such Section 13 and rules) of which would exceed 9.9%, as determined by Borrower is a member (collectivelyin its sole discretion, “Borrower Group”) would be equal to or greater than 9.9% or more of the outstanding shares of Common Stock or (ii) Borrower or any “affiliate” or “associate” of Borrower, would be an “interested stockholder” subject to Section 16(b) of Lenderthe Exchange Act, as all such terms are defined determined by Borrower in Section 203 of its sole discretion, and any Loan hereunder shall be void and have no effect to the Delaware General Corporation Law. If any delivery owed extent (but only to Borrower hereunder is not made, in whole or in part, as a result of this provision, Lender’s obligation to make such delivery shall not be extinguished and Lender shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Borrower gives notice to Lender the extent) that such delivery “beneficial ownership” would not result in Borrower Group directly or indirectly so beneficially owning be in excess of 9.9% of the outstanding shares of Common Stock or Borrower or any “affiliate” or “associate” of Borrower becoming an “interested stockholder”, as described in clauses (i) and (ii) above; provided that Lender shall not be required would become subject to deliver any Loaned Shares after the Borrowing Termination Date. Notwithstanding anything to the contrary in this Agreement, Lender shall not be liable to Borrower for any delivery of Loaned Shares in contravention of this Section 2(c) if Lender has not been notified by Borrower in writing that such delivery would contravene provisions of this paragraph.16(b)

Loans Of Shares; Transfers of Loaned Shares. (a) Subject to the terms and conditions of this Agreement, Lender hereby agrees to make available for borrowing by Borrower from time to time on any Permitted Borrowing Date on or before during the Borrowing Termination DateLoan Availability Period, shares of Common Stock up to, in the aggregate outstanding at any timeaggregate, the Maximum Number of Shares. (b) Subject to the terms and conditions of this Agreement, Borrower may, from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date by written notice to Lender delivered on or before July 8, 2008 (a “Borrowing Notice”), seek to initiate a transaction in which Lender will lend Loaned Shares to Borrower through the issuance by Lender of such Loaned Shares to Borrower upon the terms, and subject to the conditions, set forth in this Agreement (each such issuance and loan, a “Loan”). Such Loan shall be confirmed by a schedule and receipt listing the Loaned Shares provided by Lender to Borrower (the “Confirmation”). Such Confirmation shall constitute conclusive evidence with respect to the Loan, including the number of shares of Common Stock that are the subject of the Loan Loan, to which the Confirmation relates, unless a written objection to the Confirmation specifying the reasons for the objection is received by Lender within five Business Days after the delivery of the Confirmation to Borrower; provided that in no event shall the delivery of the Confirmation or any such objection thereto delay the transfer of Loaned Shares to which a Borrowing Notice relates pursuant to clause (d) below. (c) Notwithstanding anything to the contrary in this Agreement, in no event Borrower shall Borrower not be entitled permitted to receiveborrow, or shall be deemed to receiveand may not initiate a Loan hereunder with respect to, any shares of Common Stock if, immediately upon giving effect at any time to such receipt of such shares, the extent that Borrower determines (i) the “beneficial ownership” (within the meaning that any Loan of such shares of Common Stock shall cause Borrower or any Affiliate of Borrower subject to aggregation with Borrower under Section 13 of the Exchange Act and the rules promulgated thereunder) of shares of Common Stock by Borrower or any affiliate of Borrower subject to aggregation with Borrower under such Section 13 and rules thereunder or any “group” (within the meaning of such Section 13 and rules) of which Borrower is a member (collectively, “Borrower Group”) would be equal to directly or greater indirectly have Beneficial Ownership of more than 9.99.0% or more of the outstanding shares of Common Stock outstanding at such time or (ii) Borrower or any “affiliate” or “associate” Affiliate of Borrower, would be an “interested stockholder” Interested Stockholder of Lender, as all such terms are defined in Section 203 of the Delaware General Corporation Law. If any delivery owed to Borrower hereunder is not made, in whole or in part, as a result of this provision, Lender’s obligation to make such delivery shall not be extinguished during the Loan Availability Period and Lender shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Borrower gives notice to Lender that such delivery would not (i) result in Borrower Group directly or indirectly so beneficially owning in excess having Beneficial Ownership of 9.9more than 9.0% of the outstanding shares of Common Stock outstanding at such time or (ii) result in Borrower or any “affiliate” or “associate” Affiliate of Borrower becoming an “interested stockholder”, as described in clauses (i) and (ii) above; provided that Interested Stockholder of Lender. Under no circumstances shall Lender shall not be required to deliver any Loaned Shares after the Borrowing Termination Date. Notwithstanding anything to the contrary in this Agreement, Lender shall not be liable to Borrower for any delivery of Loaned Shares Loan in contravention of this Section 2(c). (d) if Lender has not been notified by shall transfer Loaned Shares to Borrower on or before the Cutoff Time on the date specified in writing the related Borrowing Notice provided that such delivery would contravene provisions no Loans will be made after July 8, 2008. Delivery of this paragraphthe Loaned Shares to Borrower shall be made in the manner set forth under Section 13 below.

Loans Of Shares; Transfers of Loaned Shares. (a) Subject to the terms and conditions of this Agreement, Lender hereby agrees to make available for borrowing by Borrower from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date, shares of Common Stock up to, in the aggregate outstanding at any timeaggregate, the Maximum Number of Shares. (b) Subject to the terms and conditions of this Agreement, Borrower may, from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date time, by not less than one Business Day’s written notice to Lender (a “Borrowing Notice”), ) initiate a transaction one or more transactions in which Lender will lend Loaned Shares to Borrower through the issuance by Lender of such Loaned Shares to Borrower upon the terms, and subject to the conditions, set forth in this Agreement (each such issuance and loan, a “Loan”); provided that Borrower may not initiate a Loan by delivering a Borrowing Notice to Lender (i) during any Registration Blackout Period or (ii) after the earlier to occur of (A) August 20, 2013 and (B) the date as of which the Maximum Number of Shares shall have been sold pursuant to the Common Stock Underwriting Agreement. Such Loan shall be confirmed through the book-entry settlement system of the Clearing Organization. The records maintained by a schedule and receipt listing the Loaned Shares provided by Lender to Borrower (the “Confirmation”). Such Confirmation Clearing Organization shall constitute conclusive evidence with respect to the a Loan, including the number of shares of Common Stock that are the subject of the such Loan to which the Confirmation relates, unless a written objection to the Confirmation specifying the reasons for the objection is received by Lender within five Business Days after the delivery of the Confirmation to Borrowerapplicable records relate. (c) Notwithstanding anything to the contrary in this Agreement, in no event Borrower shall Borrower not be entitled permitted to receiveborrow, or shall be deemed to receiveand may not initiate a Loan hereunder with respect to, any shares of Common Stock if, immediately upon giving effect at any time to such receipt the extent (in the case of such shares, clause (i) below or to the “beneficial ownership” extent that Borrower determines in its sole discretion (within in the meaning case of Section 13 clause (ii) below) that after receipt of the Exchange Act and the rules promulgated thereunder) of any shares of Common Stock by Borrower or any affiliate of Borrower subject to aggregation in connection with Borrower under such Section 13 and rules or any “group” (within the meaning of such Section 13 and rules) of which Borrower is a member (collectively, “Borrower Group”) would be equal to or greater than 9.9% or more of the outstanding shares of Common Stock or (ii) Borrower or any “affiliate” or “associate” of Borrower, would be an “interested stockholder” of Lender, as all such terms are defined in Section 203 of the Delaware General Corporation Law. If any delivery owed to Borrower hereunder is not made, in whole or in part, as a result of this provision, Lender’s obligation to make such delivery shall not be extinguished and Lender shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Borrower gives notice to Lender that such delivery would not result in Borrower Group directly or indirectly so beneficially owning in excess of 9.9% of the outstanding shares of Common Stock or Borrower or any “affiliate” or “associate” of Borrower becoming an “interested stockholder”, as described in clauses (i) and (ii) above; provided that Lender shall not be required to deliver any Loaned Shares after the Borrowing Termination Date. Notwithstanding anything to the contrary in this Agreement, Lender shall not be liable to Borrower for any delivery of Loaned Shares in contravention of this Section 2(c) if Lender has not been notified by Borrower in writing that such delivery would contravene provisions of this paragraph.such

Loans Of Shares; Transfers of Loaned Shares. (a) Subject to the terms and conditions of this Agreement, Lender hereby agrees to make available for borrowing by Borrower from time to time on any Permitted Borrowing Date on or before during the Borrowing Termination DateLoan Availability Period, shares of Common Stock up to, in the aggregate outstanding at any timeaggregate, the Maximum Number of Shares. (b) Subject to the terms and conditions of this Agreement, Borrower may, from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date may by written notice to Lender on or prior to July 25, 2007 (a “Borrowing Notice”), seek to initiate a transaction in which Lender will lend Loaned Shares to Borrower through the issuance by Lender of such Loaned Shares to Borrower upon the terms, and subject to the conditions, set forth in this Agreement (each such issuance and loan, a “Loan”). Borrower shall not deliver more than one Borrowing Notice. Such Loan shall be confirmed by a schedule and receipt listing the Loaned Shares provided by Lender to Borrower (the “Confirmation”). Such Confirmation shall constitute conclusive evidence with respect to the Loan, including the number of shares of Common Stock that are the subject of the Loan Loan, to which the Confirmation relates, unless a written objection to the Confirmation specifying the reasons for the objection is received by Lender within five Business Days after the delivery of the Confirmation to Borrower; provided that in no event shall the delivery of the Confirmation or any such objection thereto delay the transfer of Loaned Shares to which a Borrowing Notice relates pursuant to clause (d) below. (c) Notwithstanding anything to the contrary in this Agreement, in no event Borrower shall Borrower not be entitled permitted to receiveborrow, or shall be deemed to receiveand may not initiate a Loan hereunder with respect to, any shares of Common Stock if, immediately upon giving effect at any time to such receipt the extent that Borrower determines that any Loan of such sharesshares of Common Stock shall cause Borrower to become, (i) the directly or indirectly, a “beneficial ownershipowner” (within the meaning of Section 13 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, a “Beneficial Owner”) of more than 9.9% of the shares of Common Stock by Borrower or any affiliate of Borrower subject to aggregation with Borrower under outstanding at such Section 13 and rules or any “group” (within the meaning of such Section 13 and rules) of which Borrower is a member (collectively, “Borrower Group”) would be equal to or greater than 9.9% or more of the outstanding shares of Common Stock or (ii) Borrower or any “affiliate” or “associate” of Borrower, would be an “interested stockholder” of Lender, as all such terms are defined in Section 203 of the Delaware General Corporation Lawtime. If any delivery owed to Borrower hereunder is not made, in whole or in part, as a result of this provision, Lender’s obligation to make such delivery Under no circumstances shall not be extinguished and Lender shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Borrower gives notice to Lender that such delivery would not result in Borrower Group directly or indirectly so beneficially owning in excess of 9.9% of the outstanding shares of Common Stock or Borrower or any “affiliate” or “associate” of Borrower becoming an “interested stockholder”, as described in clauses (i) and (ii) above; provided that Lender shall not be required to deliver any Loaned Shares after the Borrowing Termination Date. Notwithstanding anything to the contrary in this Agreement, Lender shall not be liable to Borrower for any delivery of Loaned Shares Loan in contravention of this Section 2(c). (d) if Lender has not been notified by shall transfer Loaned Shares to Borrower on or before the Cutoff Time on July 31, 2007. Delivery of the Loaned Shares to Borrower shall be made in writing that such delivery would contravene provisions of this paragraphthe manner set forth under Section 13 below.

Loans Of Shares; Transfers of Loaned Shares. (a) Subject to the terms and conditions of this AgreementAgreement (including without limitation paragraph (b) immediately below) and subject to the closing and issuance of the Exchangeable Notes, Lender hereby agrees to make available for borrowing by Borrower Borrower, at any time and from time to time on any Permitted Borrowing Date on or before time, during the Borrowing Termination DateLoan Availability Period, shares of Common Stock up to, in the aggregate outstanding at any timeaggregate, the Maximum Number of Shares. (b) Subject to the terms and conditions of this Agreement, Borrower may, from time to time on at any Permitted Borrowing Date time on or before prior to the Final Borrowing Termination Date Notice Date, by written notice to Lender and the Transfer Agent (a “Borrowing Notice”), initiate a transaction one or more transactions in which Lender will lend Loaned Shares to Borrower through the issuance by Lender of such Loaned Shares to Borrower upon the terms, and subject to the conditions, set forth in this Agreement (each such issuance and loan, a “Loan”); provided that Borrower may not consummate (i) more than one Loan per Business Day or (ii) any Loan after the Final Borrowing Date. Such Loan shall be confirmed through the book-entry settlement system of the Clearing Organization. The records maintained by a schedule and receipt listing the Loaned Shares provided by Lender to Borrower (the “Confirmation”). Such Confirmation Clearing Organization shall constitute conclusive evidence with respect to the Loan, including the number of shares of Common Stock that are the subject of the Loan to which the Confirmation relates, unless a written objection to the Confirmation specifying the reasons for the objection is received by Lender within five Business Days after the delivery of the Confirmation to Borrowerapplicable records relate. (c) Notwithstanding anything to the contrary in this Agreement, in no event Borrower shall Borrower not be entitled permitted to receiveborrow, or shall be deemed to receiveand may not initiate a Loan hereunder with respect to, any shares of Common Stock if, immediately upon giving effect at any time to such receipt the extent that Borrower determines (in its sole discretion) that any Loan of such sharesshares of Common Stock shall cause Borrower to become, (i) the directly or indirectly, a “beneficial ownershipowner” (within the meaning of Section 13 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of more than 9.9% of the shares of Common Stock outstanding at such time. (d) Lender shall transfer Loaned Shares to Borrower on or before the Cutoff Time on the date specified in the Borrowing Notice for the commencement of the Loan, which date shall not be earlier than (i) in the case of the first Borrowing Notice delivered hereunder, the second Business Day following the receipt by Borrower or any affiliate of Borrower subject to aggregation with Borrower under such Section 13 and rules or any “group” (within the meaning Lender of such Section 13 Borrowing Notice and rules(ii) in the case of which Borrower is a member (collectivelyeach subsequent Borrowing Notice, “Borrower Group”) would be equal to or greater than 9.9% or more the third Business Day following the receipt by Lender of such Borrowing Notice. Delivery of the outstanding shares of Common Stock Loaned Shares to Borrower shall be made in the manner set forth under Section 11 below. (e) In the Borrowing Notice next following any change in the Final Borrowing Date pursuant to clauses (i) or (ii) Borrower or any “affiliate” or “associate” of Borrower, would be an “interested stockholder” of Lender, as all such terms are defined in Section 203 of the Delaware General Corporation Law. If any delivery owed to Borrower hereunder is not made, in whole or in part, as a result of this provision, Lender’s obligation to make such delivery shall not be extinguished and Lender shall make such delivery as promptly as practicable after, but in no event later than one Business Day afterdefinition thereof, Borrower gives shall give written notice to Lender of such change, which notice shall specify the DTV on the Business Day such change was effected. Borrower shall also notify Lender in its final Borrowing Notice that such delivery would not result in Borrower Group directly or indirectly so beneficially owning in excess of 9.9% upon consummation of the outstanding shares Loan to which such Borrowing Notice relates, Borrower will have borrowed the Maximum Number of Common Stock or Borrower or any “affiliate” or “associate” of Borrower becoming an “interested stockholder”, as described in clauses (i) and (ii) above; provided that Lender shall not be required to deliver any Loaned Shares after the Borrowing Termination Date. Notwithstanding anything to the contrary in this Agreement, Lender shall not be liable to Borrower for any delivery of Loaned Shares in contravention of this Section 2(c) if Lender has not been notified by Borrower in writing that such delivery would contravene provisions of this paragraphShares.

Loans Of Shares; Transfers of Loaned Shares. (a) Subject to the terms and conditions of this Agreement, Lender hereby agrees to make available for borrowing by Borrower Borrower, at any time and from time to time on any Permitted Borrowing Date on or before time, during the Borrowing Termination DateLoan Availability Period, shares of Common Stock up to, in the aggregate outstanding at any timeaggregate, the Maximum Number of Shares. (b) Subject to the terms and conditions of this Agreement, Borrower may, from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date time, by written notice to Lender (a “Borrowing Notice”), seek to initiate a transaction in which Lender will lend Loaned Shares to Borrower through the issuance by Lender of such Loaned Shares to Borrower upon the terms, and subject to the conditions, set forth in this Agreement (each such issuance and loan, a “Loan”). Such Loan shall be confirmed by a schedule and receipt listing the Loaned Shares provided by Lender to Borrower (the “Confirmation”). Such Confirmation shall constitute conclusive evidence with respect to the Loan, including the number of shares of Common Stock that are the subject of the Loan Loan, to which the Confirmation relates, unless a written objection to the Confirmation specifying the reasons for the objection is received by Lender within five Business Days after the delivery of the Confirmation to Borrower; provided that in no event shall the delivery of the Confirmation or any such objection thereto delay the transfer of Loaned Shares to which a Borrowing Notice relates pursuant to clause (d) below. (c) Notwithstanding anything to the contrary in this Agreement, in no event Borrower shall Borrower not be entitled permitted to receiveborrow, or shall be deemed to receiveand may not initiate a Loan hereunder with respect to, any shares of Common Stock if, immediately upon giving effect at any time to such receipt the extent that Borrower determines that any Loan of such sharesshares of Common Stock shall cause Borrower to become, (i) the directly or indirectly, a “beneficial ownershipowner” (within the meaning of Section 13 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, a “Beneficial Owner”) of more than 9.9% of the shares of Common Stock by Borrower or any affiliate of Borrower subject to aggregation with Borrower under outstanding at such Section 13 and rules or any “group” (within the meaning of such Section 13 and rules) of which Borrower is a member (collectively, “Borrower Group”) would be equal to or greater than 9.9% or more of the outstanding shares of Common Stock or (ii) Borrower or any “affiliate” or “associate” of Borrower, would be an “interested stockholder” of Lender, as all such terms are defined in Section 203 of the Delaware General Corporation Lawtime. If any delivery owed to Borrower hereunder is not made, in whole or in part, as a result of this provision, Lender’s obligation to make such delivery Under no circumstances shall not be extinguished and Lender shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Borrower gives notice to Lender that such delivery would not result in Borrower Group directly or indirectly so beneficially owning in excess of 9.9% of the outstanding shares of Common Stock or Borrower or any “affiliate” or “associate” of Borrower becoming an “interested stockholder”, as described in clauses (i) and (ii) above; provided that Lender shall not be required to deliver any Loaned Shares after the Borrowing Termination Date. Notwithstanding anything to the contrary in this Agreement, Lender shall not be liable to Borrower for any delivery of Loaned Shares Loan in contravention of this Section 2(c). (d) if Lender has shall transfer Loaned Shares to Borrower on or before the Cutoff Time on the date specified in the Borrowing Notice for the commencement of the Loan, which date shall not been notified be earlier than the third Business Day following the receipt by Lender of the Borrowing Notice. Delivery of the Loaned Shares to Borrower shall be made in writing that such delivery would contravene provisions of this paragraphthe manner set forth under Section 13 below.

Loans Of Shares; Transfers of Loaned Shares. (a) Subject to the terms and conditions of this Agreement, Lender hereby agrees to make available for borrowing by Borrower from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date, shares of Common Stock up to, in the aggregate outstanding at any timeaggregate, the Maximum Number of Shares. For the avoidance of doubt, any Loaned Shares that are returned by Borrower to Lender upon termination of a Loan (including a partial termination pursuant to Section 6(a)) shall not be available for future borrowing under this Agreement by Borrower (it being understood that the pledge of Non-Cash Collateral consisting of Loaned Shares shall not be considered a return of such Loaned Securities or a termination (in whole or in part) of the related Loan by Borrower). (b) Subject to the terms and conditions of this Agreement, Borrower may, from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date time, by not less than one Business Day’s written notice to Lender substantially in the form of Exhibit A to this Agreement (a “Borrowing Notice”), ) initiate a transaction one or more transactions in which Lender will lend Loaned Shares to Borrower through the issuance by Lender of such Loaned Shares to Borrower upon the terms, and subject to the conditions, set forth in this Agreement (each such issuance and loan, a “Loan”); provided that Borrower may not initiate a Loan by delivering a Borrowing Notice to Lender (i) during any Registration Blackout Period or (ii) after the date as of which the Maximum Number of Shares shall have been sold pursuant to the Underwriting Agreement. Such Loan shall be confirmed through the book-entry settlement system of the Clearing Organization. The records maintained by a schedule and receipt listing the Loaned Shares provided by Lender to Borrower (the “Confirmation”). Such Confirmation Clearing Organization shall constitute conclusive evidence with respect to the a Loan, including the number of shares of Common Stock that are the subject of the such Loan to which the Confirmation relates, unless a written objection to the Confirmation specifying the reasons for the objection is received by Lender within five Business Days after the delivery of the Confirmation to Borrowerapplicable records relate. (c) On the date of this Agreement, Borrower shall deliver a Borrowing Notice to Lender specifying a number of shares of Common Stock to be borrowed equal to the Maximum Number of Shares as of such date; provided that such Borrowing Notice shall be automatically rescinded without further action of Borrower if the Facility Termination Date occurs prior to Lender’s transfer of Loaned Shares to Borrower in respect of such Borrowing Notice. (d) Notwithstanding anything to the contrary in this Agreement, in no event Borrower shall Borrower not be entitled permitted to receiveborrow or have any right to take delivery of, or shall otherwise receive or be deemed to receivehave received, and may not initiate a Loan hereunder with respect to, any shares of Common Stock if, immediately upon giving effect at any time to such the extent (in the case of clause (i) below or to the extent that Borrower determines in its sole discretion (in the case of clause (ii) below)) that after receipt of any shares of Common Stock in connection with such sharesLoan, (i) the Section 16 Percentage would exceed 8.0% or (ii) the Share Amount would exceed the Applicable Share Limit. The “beneficial ownershipSection 16 Percentage” as of any day is the fraction, expressed as a percentage, (within A) the meaning numerator of which is the number of shares of Common Stock that Borrower and each person subject to aggregation of shares of Common Stock with Borrower under Section 13 or Section 16 of the Exchange Act and the rules and regulations promulgated thereunder directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) as of such day and (B) the denominator of which is the number of shares of Common Stock by Borrower or any affiliate of Borrower subject to aggregation with Borrower under such Section 13 and rules or any “group” (within the meaning outstanding as of such Section 13 and rules) day. The “Share Amount” as of which Borrower any day is a member (collectively, “Borrower Group”) would be equal to or greater than 9.9% or more the number of the outstanding shares of Common Stock that a Borrower Person under any law, rule, regulation, regulatory order or (ii) Borrower organizational documents or any “affiliate” or “associate” contracts of Borrower, would be an “interested stockholder” of Lender, as all such terms are defined in Section 203 of the Delaware General Corporation Law. If any delivery owed to Borrower hereunder is not madeLender that are, in whole or in parteach case, as a result applicable to ownership of this provision, Lender’s obligation to make such delivery shall not be extinguished and Lender shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Borrower gives notice to Lender that such delivery would not result in Borrower Group directly or indirectly so beneficially owning in excess of 9.9% of the outstanding shares of Common Stock (the “Applicable Restrictions”) owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Borrower in its reasonable discretion. A “Borrower Person” is Borrower and any person whose ownership position would be aggregated with that of Borrower. The “Applicable Share Limit” is, as of any day, a number of shares of Common Stock equal to (A) the minimum number of shares of Common Stock that could give rise to materially adverse reporting obligations, materially adverse registration obligations or other materially adverse requirements (including obtaining prior approval from any person or entity) of a Borrower Person, or could result in an adverse effect on a Borrower Person, under any Applicable Restriction, as determined by Borrower in its reasonable discretion, minus (B) 1% of the number of shares of Common Stock outstanding as of such day. If, notwithstanding the foregoing, any delivery of Common Stock is erroneously made to Borrower or Borrower otherwise receives or any “affiliate” is deemed to have received Common Stock in excess of the foregoing limitation contrary to the first sentence of this Section 2(d), such Common Stock shall remain the property of Lender and Borrower shall be deemed to hold the same as bailee of Lender and shall have no voting, dispositive control or “associate” of Borrower becoming an “interested stockholder”, as described in clauses (i) and (ii) above; provided that Lender shall not be required to deliver any Loaned Shares after the Borrowing Termination Datepecuniary interest with respect thereto. Notwithstanding anything to the contrary in this Agreement, Lender shall not be liable to Borrower for any delivery of Loaned Shares Common Stock in contravention of this Section 2(c2(d) if Lender has not been notified pursuant to a Borrower Notice delivered by Borrower in writing that such delivery would contravene provisions of this paragraphBorrower.

Loans Of Shares; Transfers of Loaned Shares. (a) Subject to the terms and conditions of this AgreementAgreement (including without limitation paragraph (b) immediately below) and subject to the closing and issuance of the Exchangeable Notes, Lender hereby agrees to make available for borrowing by Borrower Borrower, at any time and from time to time on any Permitted Borrowing Date on or before time, during the Borrowing Termination DateLoan Availability Period, shares of Common Stock up to, in the aggregate outstanding at any timeaggregate, the Maximum Number of Shares. (b) Subject to the terms and conditions of this Agreement, Borrower may, from time to time on at any Permitted Borrowing Date time on or before prior the Final Borrowing Termination Date Notice Date, by written notice to Lender and the Transfer Agent (a “Borrowing Notice”), initiate a transaction one or more transactions in which Lender will lend Loaned Shares to Borrower through the issuance by Lender of such Loaned Shares to Borrower upon the terms, and subject to the conditions, set forth in this Agreement (each such issuance and loan, a “Loan”); provided that Borrower may not consummate (i) more than one Loan per Business Day or (ii) any Loan after the Final Borrowing Date. Such Loan shall be confirmed through the book-entry settlement system of the Clearing Organization. The records maintained by a schedule and receipt listing the Loaned Shares provided by Lender to Borrower (the “Confirmation”). Such Confirmation Clearing Organization shall constitute conclusive evidence with respect to the Loan, including the number of shares of Common Stock that are the subject of the Loan to which the Confirmation relates, unless a written objection to the Confirmation specifying the reasons for the objection is received by Lender within five Business Days after the delivery of the Confirmation to Borrowerapplicable records relate. (c) Notwithstanding anything to the contrary in this Agreement, in no event Borrower shall Borrower not be entitled permitted to receiveborrow, or shall be deemed to receiveand may not initiate a Loan hereunder with respect to, any shares of Common Stock if, immediately upon giving effect at any time to such receipt the extent that Borrower determines (in its sole discretion) that any Loan of such sharesshares of Common Stock shall cause Borrower to become, (i) the directly or indirectly, a “beneficial ownershipowner” (within the meaning of Section 13 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of more than 9.9% of the shares of Common Stock outstanding at such time. (d) Lender shall transfer Loaned Shares to Borrower on or before the Cutoff Time on the date specified in the Borrowing Notice for the commencement of the Loan, which date shall not be earlier than (i) in the case of the first Borrowing Notice delivered hereunder, the second Business Day following the receipt by Borrower or any affiliate of Borrower subject to aggregation with Borrower under such Section 13 and rules or any “group” (within the meaning Lender of such Section 13 Borrowing Notice and rules(ii) in the case of which Borrower is a member (collectivelyeach subsequent Borrowing Notice, “Borrower Group”) would be equal to or greater than 9.9% or more the third Business Day following the receipt by Lender of such Borrowing Notice. Delivery of the outstanding shares of Common Stock Loaned Shares to Borrower shall be made in the manner set forth under Section 11 below. (e) In the Borrowing Notice next following any change in the Final Borrowing Date pursuant to clauses (i) or (ii) Borrower or any “affiliate” or “associate” of Borrower, would be an “interested stockholder” of Lender, as all such terms are defined in Section 203 of the Delaware General Corporation Law. If any delivery owed to Borrower hereunder is not made, in whole or in part, as a result of this provision, Lender’s obligation to make such delivery shall not be extinguished and Lender shall make such delivery as promptly as practicable after, but in no event later than one Business Day afterdefinition thereof, Borrower gives shall give written notice to Lender of such change, which notice shall specify the DTV on the Business Day such change was effected. Borrower shall also notify Lender in its final Borrowing Notice that such delivery would not result in Borrower Group directly or indirectly so beneficially owning in excess of 9.9% upon consummation of the outstanding shares Loan to which such Borrowing Notice relates, Borrower will have borrowed the Maximum Number of Common Stock or Borrower or any “affiliate” or “associate” of Borrower becoming an “interested stockholder”, as described in clauses (i) and (ii) above; provided that Lender shall not be required to deliver any Loaned Shares after the Borrowing Termination Date. Notwithstanding anything to the contrary in this Agreement, Lender shall not be liable to Borrower for any delivery of Loaned Shares in contravention of this Section 2(c) if Lender has not been notified by Borrower in writing that such delivery would contravene provisions of this paragraphShares.

Loans Of Shares; Transfers of Loaned Shares. (a) Subject to the terms and conditions of this Agreement, Lender hereby agrees to make available for borrowing by Borrower Borrower, at any time and from time to time on any Permitted Borrowing Date on or before time, during the Borrowing Termination DateLoan Availability Period, shares of Common Stock up to, in the aggregate outstanding at any timeaggregate, the Maximum Number of Shares. (b) Subject to the terms and conditions of this Agreement, Borrower may, from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date time, by written notice to Lender (a “Borrowing Notice”), "BORROWING NOTICE") seek to initiate a transaction in which Lender will lend Loaned Shares to Borrower through the issuance by Lender of such Loaned Shares to Borrower upon the terms, and subject to the conditions, set forth in this Agreement (each such issuance and loan, a “Loan”"LOAN"). Such Loan shall be confirmed by a schedule and receipt listing the Loaned Shares provided by Borrower to Lender to Borrower (the “Confirmation”"CONFIRMATION"). Such Confirmation shall constitute conclusive evidence with respect to the Loan, including the number of shares of Common Stock that are the subject of the Loan to which the Confirmation relates, unless Lender provides a written objection to the Confirmation specifying the reasons for the objection is received by Lender to Borrower within five Business Days after the delivery of the Confirmation to BorrowerLender. (c) Notwithstanding anything to the contrary in this Agreement, in no event Borrower shall Borrower not be entitled permitted to receive, transfer or shall be deemed to receive, dispose of any shares of Common Stock if, immediately upon giving effect to Loaned Shares unless such receipt of such shares, (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder) of shares of Common Stock Loaned Shares are sold by Borrower or an affiliate pursuant to a registration statement effective under the Securities Act and Borrower may not initiate any affiliate of Borrower subject Loan hereunder unless and until Lender has a registration statement effective under the Securities Act with respect to aggregation with Borrower under such Section 13 and rules or any “group” the Loaned Shares. (within the meaning of such Section 13 and rulesd) of which Borrower is a member (collectively, “Borrower Group”) would be equal to or greater than 9.9% or more of the outstanding shares of Common Stock or (ii) Borrower or any “affiliate” or “associate” of Borrower, would be an “interested stockholder” of Lender, as all such terms are defined in Section 203 of the Delaware General Corporation Law. If any delivery owed to Borrower hereunder is not made, in whole or in part, as a result of this provision, Lender’s obligation to make such delivery shall not be extinguished and Lender shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Borrower gives notice to Lender that such delivery would not result in Borrower Group directly or indirectly so beneficially owning in excess of 9.9% of the outstanding shares of Common Stock or Borrower or any “affiliate” or “associate” of Borrower becoming an “interested stockholder”, as described in clauses (i) and (ii) above; provided that Lender shall not be required to deliver any Loaned Shares after the Borrowing Termination Date. Notwithstanding anything to the contrary in this Agreement, Lender Borrower shall not be liable permitted to borrow, and may not initiate a Loan hereunder with respect to, any shares of Common Stock at any time to the extent that Borrower determines that any Loan of such shares of Common Stock shall cause Borrower to become, directly or indirectly, a "beneficial owner" (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of more than 9.9% of the shares of Common Stock outstanding at such time. Subject to Lender's obligations pursuant to Section 9(c), Borrower shall have sole responsibility for determining whether it would become such a beneficial owner upon its borrowing of the Loaned Shares hereunder, and Lender shall have no liability with respect to such determination. (e) Lender shall transfer Loaned Shares to Borrower on or before the Cutoff Time on the date specified in the Borrowing Notice for any delivery the commencement of the Loan, which date shall not be earlier than the third Business Day following the receipt by Lender of the Borrowing Notice. Delivery of the Loaned Shares to Borrower shall be made in contravention of this the manner set forth under Section 2(c) if Lender has not been notified by Borrower in writing that such delivery would contravene provisions of this paragraph13 below.

Loans Of Shares; Transfers of Loaned Shares. (a) Subject On or prior to the terms and conditions of this AgreementCutoff Time on February 7, Lender hereby agrees to make available for borrowing by Borrower from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date, shares of Common Stock up to, in the aggregate outstanding at any time, the Maximum Number of Shares. (b) Subject to the terms and conditions of this Agreement2007, Borrower may, from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date by provided written notice to Lender (a “Borrowing Notice”), initiate pursuant to which Borrower initiated a transaction in which Lender will lend loaned Loaned Shares to Borrower through the issuance by Lender of such Loaned Shares to Borrower upon the terms, and subject to the conditions, set forth in this Agreement (each such issuance and loan, a the “Loan”). Such The Loan shall be was confirmed by a schedule and receipt listing the Loaned Shares provided by Lender to Borrower (the “Confirmation”). Such The Confirmation shall constitute constitutes conclusive evidence with respect to the Loan, including the number of shares of Common Stock that are the subject of the Loan Loan. Borrower shall not deliver more than one Borrowing Notice pursuant to which the Confirmation relatesthis Agreement. Such Borrowing Notice was delivered by Borrower on February 2, unless a written objection 2007, and accordingly Borrower shall not be entitled to the Confirmation specifying the reasons for the objection is received by Lender within five Business Days after the delivery of the Confirmation to Borrowerdeliver any further Borrowing Notices. (cb) Notwithstanding anything to the contrary in this Agreement, in no event Borrower shall Borrower be entitled to receive, or shall be deemed to receive, any not borrow shares of Common Stock if, immediately upon giving effect to such receipt the extent that Borrower determines that any Loan of such sharesshares of Common Stock shall cause Borrower to become, (i) the directly or indirectly, a “beneficial ownershipowner” (within the meaning of Section 13 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, a “Beneficial Owner”) of more than 9.9% of the shares of Common Stock by Borrower or any affiliate of Borrower subject to aggregation with Borrower under outstanding at such Section 13 and rules or any “group” (within the meaning of such Section 13 and rules) of which Borrower is a member (collectively, “Borrower Group”) would be equal to or greater than 9.9% or more of the outstanding shares of Common Stock or (ii) Borrower or any “affiliate” or “associate” of Borrower, would be an “interested stockholder” of Lender, as all such terms are defined in Section 203 of the Delaware General Corporation Lawtime. If any delivery owed to Borrower hereunder is not made, in whole or in part, as a result of this provision, Lender’s obligation to make such delivery Under no circumstances shall not be extinguished and Lender shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Borrower gives notice to Lender that such delivery would not result in Borrower Group directly or indirectly so beneficially owning in excess of 9.9% of the outstanding shares of Common Stock or Borrower or any “affiliate” or “associate” of Borrower becoming an “interested stockholder”, as described in clauses (i) and (ii) above; provided that Lender shall not be required to deliver any Loaned Shares after the Borrowing Termination Date. Notwithstanding anything to the contrary in this Agreement, Lender shall not be liable to Borrower for any delivery of Loaned Shares Loan in contravention of this Section 2(c2(b). (c) if Lender has not been notified by As a condition to its entry into the Original Agreement, Borrower in writing delivered to Lender, at the time of entry into the Original Agreement, a guarantee of Xxxxxx Brothers Holdings, Inc. (“Guarantor”), attached as Exhibit A hereto. Borrower hereby agrees and acknowledges that such delivery would contravene provisions guarantee shall continue in full force and effect notwithstanding the amending and restating of this paragraphthe Original Agreement.

Loans Of Shares; Transfers of Loaned Shares. (a) Subject to the terms and conditions of this Agreement, Lender hereby agrees to make available for borrowing by Borrower from time to time on any Permitted Borrowing Date on or before during the Borrowing Termination DateLoan Availability Period, shares of Common Stock up to, in the aggregate outstanding at any timeaggregate, the Maximum Number of Shares. (b) Subject to the terms and conditions of this Agreement, Borrower may, from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date may by written notice to Lender on or prior to February 2, 2007 (a “Borrowing Notice”), seek to initiate a transaction in which Lender will lend Loaned Shares to Borrower through the issuance by Lender of such Loaned Shares to Borrower upon the terms, and subject to the conditions, set forth in this Agreement (each such issuance and loan, a “Loan”). Borrower shall not deliver more than one Borrowing Notice. Such Loan shall be confirmed by a schedule and receipt listing the Loaned Shares provided by Lender to Borrower (the “Confirmation”). Such Confirmation shall constitute conclusive evidence with respect to the Loan, including the number of shares of Common Stock that are the subject of the Loan Loan, to which the Confirmation relates, unless a written objection to the Confirmation specifying the reasons for the objection is received by Lender within five Business Days after the delivery of the Confirmation to Borrower; provided that in no event shall the delivery of the Confirmation or any such objection thereto delay the transfer of Loaned Shares to which a Borrowing Notice relates pursuant to clause (d) below. (c) Notwithstanding anything to the contrary in this Agreement, in no event Borrower shall Borrower not be entitled permitted to receiveborrow, or shall be deemed to receiveand may not initiate a Loan hereunder with respect to, any shares of Common Stock if, immediately upon giving effect at any time to such receipt the extent that Borrower determines that any Loan of such sharesshares of Common Stock shall cause Borrower to become, (i) the directly or indirectly, a “beneficial ownershipowner” (within the meaning of Section 13 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, a “Beneficial Owner”) of more than 9.9% of the shares of Common Stock by Borrower or any affiliate of Borrower subject to aggregation with Borrower under outstanding at such Section 13 and rules or any “group” (within the meaning of such Section 13 and rules) of which Borrower is a member (collectively, “Borrower Group”) would be equal to or greater than 9.9% or more of the outstanding shares of Common Stock or (ii) Borrower or any “affiliate” or “associate” of Borrower, would be an “interested stockholder” of Lender, as all such terms are defined in Section 203 of the Delaware General Corporation Lawtime. If any delivery owed to Borrower hereunder is not made, in whole or in part, as a result of this provision, Lender’s obligation to make such delivery Under no circumstances shall not be extinguished and Lender shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Borrower gives notice to Lender that such delivery would not result in Borrower Group directly or indirectly so beneficially owning in excess of 9.9% of the outstanding shares of Common Stock or Borrower or any “affiliate” or “associate” of Borrower becoming an “interested stockholder”, as described in clauses (i) and (ii) above; provided that Lender shall not be required to deliver any Loaned Shares after the Borrowing Termination Date. Notwithstanding anything to the contrary in this Agreement, Lender shall not be liable to Borrower for any delivery of Loaned Shares Loan in contravention of this Section 2(c). (d) if Lender has not been notified by shall transfer Loaned Shares to Borrower on or before the Cutoff Time on February 7, 2007. Delivery of the Loaned Shares to Borrower shall be made in writing that such delivery would contravene provisions the manner set forth under Section 13 below. (e) As a condition to its entry into this Agreement, Borrower will deliver to Lender, at the time of entry into this paragraphAgreement, a guarantee of Xxxxxx Brothers Holdings, Inc. (“Guarantor”), in the form of Exhibit A hereto.

Loans Of Shares; Transfers of Loaned Shares. (a) Subject to the terms and conditions of this Agreement, Lender hereby agrees to make available for borrowing by Borrower Borrower, at any time and from time to time on any Permitted Borrowing Date on or before time, during the Borrowing Termination DateLoan Availability Period, shares of Common Stock up to, in the aggregate outstanding at any timeaggregate, the Maximum Number of Shares. (b) Subject to the terms and conditions of this Agreement, Borrower may, from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date time, by written notice to Lender (a “Borrowing Notice”"BORROWING NOTICE"), seek to initiate a transaction in which Lender will lend Loaned Shares to Borrower through the issuance by Lender of such Loaned Shares to Borrower upon the terms, and subject to the conditions, set forth in this Agreement (each such issuance and loan, a “Loan”"LOAN"). Such Loan shall be confirmed by a schedule and receipt listing the Loaned Shares provided by Lender to Borrower (the “Confirmation”"CONFIRMATION"). Such Confirmation shall constitute conclusive evidence with respect to the Loan, including the number of shares of Common Stock that are the subject of the Loan Loan, to which the Confirmation relates, unless a written objection to the Confirmation specifying the reasons for the objection is received by Lender within five Business Days after the delivery of the Confirmation to Borrower; provided that in no event shall the delivery of the Confirmation or any such objection thereto delay the transfer of Loaned Shares to which a Borrowing Notice relates pursuant to clause (d) below. (c) Notwithstanding anything to the contrary in this Agreement, in no event Borrower shall Borrower not be entitled permitted to receiveborrow, or shall be deemed to receiveand may not initiate a Loan hereunder with respect to, any shares of Common Stock if, immediately upon giving effect at any time to such receipt the extent that Borrower determines that any Loan of such sharesshares of Common Stock shall cause Borrower to become, (i) the “directly or indirectly, a "beneficial ownership” owner" (within the meaning of Section 13 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of more than 9.9% of the shares of Common Stock by Borrower or any affiliate of Borrower subject to aggregation with Borrower under outstanding at such Section 13 and rules or any “group” (within the meaning of such Section 13 and rules) of which Borrower is a member (collectively, “Borrower Group”) would be equal to or greater than 9.9% or more of the outstanding shares of Common Stock or (ii) Borrower or any “affiliate” or “associate” of Borrower, would be an “interested stockholder” of Lender, as all such terms are defined in Section 203 of the Delaware General Corporation Lawtime. If any delivery owed to Borrower hereunder is not made, in whole or in part, as a result of this provision, Lender’s obligation to make such delivery Under no circumstances shall not be extinguished and Lender shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Borrower gives notice to Lender that such delivery would not result in Borrower Group directly or indirectly so beneficially owning in excess of 9.9% of the outstanding shares of Common Stock or Borrower or any “affiliate” or “associate” of Borrower becoming an “interested stockholder”, as described in clauses (i) and (ii) above; provided that Lender shall not be required to deliver any Loaned Shares after the Borrowing Termination Date. Notwithstanding anything to the contrary in this Agreement, Lender shall not be liable to Borrower for any delivery of Loaned Shares Loan in contravention of this Section 2(c). (d) if Lender has shall transfer Loaned Shares to Borrower on or before the Cutoff Time on the date specified in the Borrowing Notice for the commencement of the Loan, which date shall not been notified be earlier than the third Business Day following the receipt by Lender of the Borrowing Notice. Delivery of the Loaned Shares to Borrower shall be made in writing that such delivery would contravene provisions of this paragraphthe manner set forth under Section 13 below.

Loans Of Shares; Transfers of Loaned Shares. (a) Subject to the terms and conditions of this Agreement, the Lender hereby agrees to make available for borrowing by the Borrower from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date, date hereof shares of Common Stock up to, in the aggregate outstanding at any timeaggregate, the Maximum Number of Shares. (b) Subject to the terms and conditions of this AgreementThe Borrower, Borrower may, from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date by written notice to the Lender (in a “Borrowing Notice”)form to be agreed to by the parties, initiate a transaction shall agree to borrow the Loaned Shares, received by the Borrower in which Lender will lend Loaned Shares to Borrower through the issuance by Lender of such Loaned Shares to Borrower one or more transfers from DB, upon the terms, terms and subject to the conditions, conditions set forth in this Agreement (each such issuance and loanthe "Loan," or as context requires, a “"Loan”" or "any Loan"). Such Loan shall be confirmed through the book-entry settlement system of the Clearing Organization. The records maintained by a schedule and receipt listing the Loaned Shares provided by Lender to Borrower (the “Confirmation”). Such Confirmation Clearing Organization shall constitute conclusive evidence with respect to the such Loan, including the number of shares of Common Stock that are the subject of such Loan. Notwithstanding any other provision in this Agreement, the Initial Borrower agrees that any Loan to which the Confirmation relates, unless a written objection Shares delivered by DB to the Confirmation specifying Initial Borrower or its nominee other than to the reasons for Borrower pursuant and subject to the objection is received by Lender within five Business Days after the delivery terms of the Confirmation DB Share Lending Agreement, as amended, shall be promptly returned to the Lender or its nominee by the Initial Borrower; provided that all Loan Shares delivered by DB to the Borrower pursuant and subject to the terms of the DB Share Lending Agreement, as amended, shall be covered by this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, at any time Ship Finance is not a "foreign private issuer," as such term is defined in Rule 3b-4 under the Exchange Act (a "Foreign Private Issuer"), in no event shall the Borrower be entitled to receive, or shall be deemed to receive, any shares of Common Stock Loaned Shares if, immediately upon giving effect to such receipt of such sharesLoaned Shares, (i) the “"beneficial ownership” " (within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder) of shares of Common Stock by the Borrower or any affiliate of the Borrower or any other person subject to aggregation with the Borrower under such Section 13 of the Exchange Act and the rules promulgated thereunder or any “"group” " (within the meaning of such Section 13 and rules) of which the Borrower is a member (collectively, “the "Borrower Group”") would be equal to or greater than 9.98.0% or more of the outstanding shares of Common Stock or (ii) Borrower or any “affiliate” or “associate” of Borrower, would be an “interested stockholder” of Lender, as all such terms are defined in Section 203 of the Delaware General Corporation LawStock. If any delivery owed to the Borrower hereunder is not made, in whole or in part, as a result of this provision, the Lender’s 's obligation to make such delivery shall not be extinguished and the Lender shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, the Borrower gives notice to the Lender that such delivery would not result in the Borrower Group directly or indirectly so beneficially owning in excess of 9.98.0% of the outstanding shares of Common Stock or Borrower or any “affiliate” or “associate” of Borrower becoming an “interested stockholder”Stock, as described in clauses (i) and (ii) above; provided that Lender shall not be required to deliver any Loaned Shares after the Borrowing Termination Date. Notwithstanding anything to the contrary in this Agreement, Lender shall not be liable to Borrower for any delivery of Loaned Shares in contravention of this Section 2(c) if Lender has not been notified by Borrower in writing that such delivery would contravene provisions of this paragraph.