Common use of Loss Proceeds Clause in Contracts

Loss Proceeds. Borrower shall deposit or, pursuant to the sole loss payee endorsement, shall cause the insurer to deposit into the Loss Proceeds Account all amounts and proceeds (including instruments) received from any first party insurance policy required to be maintained by Borrower under the Loan Agreement or that Borrower otherwise maintains (“Insurance Proceeds”). Borrower shall deposit, or shall cause the insurers per the sole loss payee clause to deposit, into the Loss Proceeds Account all amounts and proceeds (including instruments) (other than Insurance Proceeds) received in respect of any Event of Loss (“Event of Loss Proceeds”, and together with Insurance Proceeds, “Loss Proceeds”). Unless applied to a mandatory prepayment in accordance with Sections 4.06(c) or 4.06(d), any Insurance Proceeds received by Lender directly (as loss payee or additional insured), and any Event of Loss Proceeds received directly by Lender, shall be deposited by Lender into the Loss Proceeds Account to be applied in accordance with the provisions of this Section 4.06. To the extent that application of Loss Proceeds pursuant to this Section 4.06 shall require the withdrawal and transfer of funds from the Loss Proceeds Account or other Collateral Account, Borrower and Lender shall direct Depository Bank to make such withdrawal or transfer pursuant to an Executed Withdrawal/Transfer Certificate, or in the alternative (particularly in the case of withdrawals for capital expenditures), pursuant to a written direction of Lender(a “Loss Proceeds Instruction”). Lender shall, as soon as reasonably practicable, provide a copy of any such Loss Proceeds Instruction to Borrower.

Loss Proceeds. Borrower shall deposit or, pursuant (1) All insurance policies required hereby covering loss or damage to the sole loss payee endorsementProject shall provide that all Compensation Payments be applied as described below. Upon the occurrence of any event with respect to which Compensation Payments are payable, shall cause the insurer to deposit into the Loss Proceeds Account all amounts and proceeds (including instruments) received from any first party insurance policy required to be maintained by Borrower under the Loan Agreement or that Borrower otherwise maintains (“Insurance Proceeds”). Borrower shall deposit, or shall cause the insurers per the sole loss payee clause to deposit, into the Loss Proceeds Account all amounts and proceeds (including instruments) (other than Insurance Proceeds) received in respect of any Event a single event, (x) in an amount not in excess of Loss $500,000, the Companies shall be permitted to apply such Compensation Payments to the prompt payment or reimbursement of the costs of repair or replacement of properties or assets constituting part of the Project subject to the terms of subsection (“Event 2) of Loss Proceeds”this Section (J) or (y) in an amount in excess of $500,000, the Companies shall be permitted to apply such Compensation Payments to the prompt payment or reimbursement of the costs of repair or replacement of properties or assets constituting part of the Project subject to the terms of subsection (2) of this Section (J) if, and together only if, the Companies shall have furnished to OPIC and OPIC shall be satisfied with, and shall have consented to, the following: (a) contracts for such repair or replacement demonstrating the Company’s ability to effect such repair or replacement (i) at a cost no greater than such Compensation Payments (or, if such cost is greater, accompanied by an explanation of the source of funds for such excess amounts satisfactory to OPIC) and (ii) on a schedule reasonably acceptable to OPIC; (b) cash-flow projections and other assurances satisfactory to OPIC demonstrating the Companies’ ability to meet their obligations under the Financing Documents during the period from such loss until and following completion of such repair or replacement; (c) evidence that all required approvals of all Governmental Authorities to be obtained by the Companies or any contractor in connection with Insurance Proceedsthe necessary repairs and replacements have been obtained or are readily obtainable without material delay or expense; and (d) evidence that all Financing Documents and such required approvals shall remain in full force and effect during such period and thereafter to OPIC’s satisfaction and that the Companies and the Project are in compliance in all material respects with all applicable laws (except for any non-compliance caused by the casualty or other event that gave rise to the payment of such Compensation Payments that (i) will not prevent or materially delay the repairs or replacements proposed to be made, “Loss Proceeds”). Unless applied to a mandatory prepayment (ii) will not result in any material liability or obligation being imposed on the Companies, (iii) will not prevent the resumption of construction or normal operations of the Project in accordance with Sections 4.06(cthe Project Documents and substantially in accordance with the base case projections for the Project upon the completion of the repairs or replacements proposed to be made and (iv) will be cured upon completion of the repairs or 4.06(dreplacements proposed to be made), ; (2) Upon completion of any Insurance Proceeds received by Lender directly (as loss payee repair or additional insured)replacement of properties or assets constituting part of the Project, and upon filing with OPIC of (a) a certificate of an Authorized Officer, certifying the completion f the repair or replacement of properties or assets constituting part of the Project and the amount, if any, required in the Companies’ opinion to be retained in an account approved by OPIC and pledged to OPIC to OPIC’s satisfaction for the payment of any Event remaining costs of Loss Proceeds received directly repair or replacement not then due and payable or the liability for payment of which is being contested or disputed by Lenderthe Companies and (b) a certificate from the Independent Engineer stating that, based upon reasonable investigation and review, all of the information material to the repair or replacement of properties or assets constituting part of the Project set forth in such Authorized Officer’s certificate is true and complete in all material respects, the Compensation Payments, if any, in excess of that amount to be retained by OPIC as specified in such Authorized Officer’s certificate, shall be deposited transferred to an account approved by Lender into the Loss Proceeds Account OPIC and pledged to OPIC to OPIC’s satisfaction. (3) If any Compensation Payments are not permitted to be applied in accordance with the provisions subsections (1) or (2) of this Section 4.06. To (J), or if so permitted are not so applied in accordance with subsections (1) or (2) of this Section (J) within sixty (60) days following receipt of such Compensation Payments, then, if the aggregate amount of such Compensation Payments not so otherwise applied exceeds $500,000, the Borrower shall be obligated, to the extent required hereunder, to prepay the principal amount of the Loan, in an amount that application equals in the aggregate of Loss Proceeds such Compensation Payments not so otherwise applied (or approved to be so applied); provided, however, that if the aggregate amount of such Compensation Payments not so otherwise applied shall not exceed $500,000 following such sixty (60) day period, then such amounts shall be transferred to an account approved by OPIC and pledged to OPIC to OPIC’s satisfaction; (4) Notwithstanding subsections (1), (2) and (3) above, if an Event of Default shall have occurred and be continuing, OPIC shall apply all Compensation Payments as a prepayment of the Loan in accordance with Section 2.06 and any other permitted payee of such Compensation Payments shall apply all such amounts as a prepayment of the Loan pursuant to this Section 4.06 2.07. In addition to and not in limitation of Section 6.12, the Borrower shall, and shall require cause IL to: (a) cause the withdrawal Project to be operated in compliance with the World Bank Guidelines, the OPIC Environmental Requirements and transfer applicable law; (b) at least ninety (90) days prior to Mechanical Completion (as defined in the Construction Contract, “Mechanical Completion”) submit to OPIC an acceptable Occupational Health and Safety Plan (the “OHSP”) consistent with international best practices, including, but not limited to, safety measures, training, fire safety, and public health safety. (c) at least ninety (90) days prior to Mechanical Completion, submit to OPIC an acceptable Site location plan showing the exact location of funds the Site relative to its surroundings as well as the extent of earth moving necessary for the Project. This plan shall be drawn to a legible scale and certified by a surveyor acceptable to OPIC; (d) at least ninety (90) days prior to the Mechanical Completion, submit to OPIC an acceptable Project layout showing the locations of all key apparatus including, but not limited to, tanks, sumps, jetties, wharf, ponds and major piping. The layout shall be drawn to a legible scale and certified by a surveyor acceptable to OPIC; (e) at least ninety (90) days prior to Mechanical Completion, submit to OPIC an acceptable waste disposal plan outlining the final disposal of all solid waste generated on the Site during construction and daily operations; (f) at least ninety (90) days prior to the Mechanical Completion, submit to OPIC an acceptable air emission data for the Project and power generators that shall include, but not be limited to, dimensions, flowrates, velocities, sulfur dioxide, and nitrogen dioxide emissions; (g) at least ninety (90) days prior to Mechanical Completion, submit to OPIC an acceptable wharf and jetty design and location. This plan shall show, without limitation, the location and design of the wharf(s) and jetties, any and all impacts to the environment (both land and sea), and any dredging that was necessary for the selected locations; (h) at least ninety (90) days prior to Mechanical Completion, submit to OPIC an acceptable hazardous waste disposal plan outlining the final disposal of all oily and hazardous waste generated on the Site. This plan shall include, but not be limited to, any proposed bioremediation techniques, disposal of slop material and waste holding area; (i) at least ninety (90) days prior to Mechanical Completion, submit to OPIC an acceptable Spill Prevention Control and Countermeasure plan (the “SPCC”) consistent with international best practices. The SPCC shall provide details on, without limitation, secondary containment measures at the fuel storage sites (and any testing done on the constructed tanks to ensure their integrity), actions planned to prevent human exposure (including the proposed tiered response plan), safety from fires, the Loss Proceeds Account contamination of surface water and groundwater in the event of spills, tank ruptures, or other Collateral Accountsuch incidents, Borrower information on truck and Lender oil tanker loading and offloading, bunding material and dimensions, method and material of construction of oil/water separators, tank sizes and material of construction and the amount and type of sorbent material stored on the Site; (j) at least ninety (90) days prior to Mechanical Completion, submit to OPIC an acceptable Environmental Management and Monitoring Plan (the “EMMP”) consistent with international best practices and including, but not limited to, applicable regulatory standards and guidelines, organizational responsibilities and management, socio-economic impacts and Site background information; (k) prior to the Project’s third year of operation, submit to OPIC an acceptable independent assessment of the current status of the Project’s compliance with applicable environmental requirements. This audit shall direct Depository Bank be performed by an independent engineer acceptable to make OPIC who has the knowledge to evaluate the roject’s environmental compliance policies, practices and controls; (l) on each anniversary of the date of the Loan Agreement, submit to OPIC an acceptable annual self-monitoring report. Each such withdrawal report shall include, without limitation, regular testing results for any emissions standard, effluent standards, noise, reports of material non-compliance with relevant environmental guidelines and requirements and remedial actions required to meet relevant environmental guidelines and requirements; and (m) within twenty-four (24) hours of its occurrence, submit to OPIC an acceptable written notice of any accident impacting the environment or transfer pursuant to an Executed Withdrawal/Transfer Certificate, or resulting in the alternative loss of life. Overseas Private Investment Corporation 1000 Xxx Xxxx Xxxxxx, X.X. Xxxxxxxxxx, X.X. 00000 Xxxxxx Xxxxxx of America Attention: Vice President for Finance with a copy to Treasurer Dear Sir or Madam: Reference is made to the Loan Agreement between E.P. InterOil, Ltd. (particularly in the case “Company”) and Overseas Private Investment Corporation (“OPIC”) dated as of withdrawals for capital expenditures)June 12, pursuant to a written direction of Lender(a 2001 (the “Loss Proceeds InstructionLoan Agreement”). Lender shallExcept as otherwise provided, capitalized terms used herein shall have the meanings set forth in the Loan Agreement. Pursuant to Section 2.01(b) of the Loan Agreement, notice is hereby given that the undersigned requests Disbursement of the Loan as soon as reasonably practicable, provide a copy follows: Amount of any such Loss Proceeds Instruction to Borrower.Disbursement: $[___]

Loss Proceeds. Borrower shall deposit or, pursuant the occurrence of (i) a Casualty Event with respect to (A) all or a material portion of the sole loss payee endorsement, shall cause the insurer to deposit into the Loss Proceeds Account all amounts and proceeds (including instruments) received from any first party insurance policy required to be maintained by Borrower under the Loan Agreement or that Borrower otherwise maintains (“Insurance Proceeds”). Borrower shall deposit, or shall cause the insurers per the sole loss payee clause to deposit, into the Loss Proceeds Account all amounts and proceeds (including instruments) (other than Insurance Proceeds) received in respect Property of any Project or (B) all or a material portion of the Collateral or (ii) an Event of Loss Eminent Domain with respect to (“Event A) all or a material portion of Loss Proceeds”the Property of any Project or (B) all or a material portion of the Collateral, and together with Insurance Proceeds, “Loss Proceeds”). Unless applied to a mandatory prepayment in accordance with Sections 4.06(c) or 4.06(d), any Insurance Proceeds received by Lender directly (as loss payee or additional insured), and any Event of Loss Proceeds received directly by Lender, shall be deposited by Lender into the Loss Proceeds Account to be applied in accordance with the provisions of this Section 4.06. To the extent that application of Loss Proceeds pursuant to this Section 4.06 shall require the withdrawal and transfer of funds from the Loss Proceeds Account or other Collateral Account, Borrower and Lender shall direct Depository Bank to make such withdrawal or transfer pursuant to an Executed Withdrawal/Transfer Certificate, or in the alternative (particularly unless in the case of withdrawals for capital expenditures)each of clause (i) and (ii) the Borrower shall have received, within 90 days after such occurrence, Insurance Proceeds or Eminent Domain Proceeds or cash equity contributions from EBG Holdings in an amount sufficient to repair or rebuild such Project or Collateral, as the case may be; then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Commitments of each Lender Party and the obligation of each Lender Party to make Loans (other than Synthetic L/C Loans by the Synthetic Issuing Banks, Revolving Credit Lenders or Synthetic L/C Lenders pursuant to a written direction Section 2.03(c)) and of Lender(a “Loss Proceeds Instruction”). Lender shalleach Synthetic Issuing Bank to issue Synthetic Letters of Credit to be terminated, as soon as reasonably practicablewhereupon the same shall forthwith terminate and (ii) shall at the request, provide a copy or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Loans, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon the Loans, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that, in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, (x) the Commitments of each Lender Party and the obligation of each Lender Party to make Loans (other than Synthetic L/C Loans by the Synthetic Issuing Banks, Revolving Credit Lenders or Synthetic L/C Lenders pursuant to Section 2.03(c)) and of each Synthetic Issuing Bank to issue Synthetic Letters of Credit shall automatically be terminated and (y) the Loans, all such Loss Proceeds Instruction to interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

Loss Proceeds. Borrower shall deposit or, In the event of a casualty or Taking with respect to an Individual Property and unless pursuant to the sole loss payee endorsementRelated Mortgages the proceeds, shall cause the insurer to deposit into the Loss Proceeds Account all amounts and proceeds (including instruments) net of Borrower's reasonable collection costs reasonably approved by Lender, received from under any first party insurance policy required to be maintained by Borrower under the Loan Agreement or that Borrower otherwise maintains (“"Insurance Proceeds”") or the proceeds, net of Borrower's reasonable collection costs reasonably approved by Lender, in respect of any Taking ("Condemnation Proceeds"), as the case may be, are to be made available to Borrower for restoration, Lender and Borrower shall cause all such Insurance Proceeds or Condemnation Proceeds (collectively, "Loss Proceeds") to be paid directly to the Servicer Account or, if during a Central Cash Management Period, to the Cash Collateral Account whereupon Lender or Servicer, as the case may be, shall apply same to reduce the Indebtedness in accordance with Section 2.7(b). Borrower shall deposit, If Lender agrees or shall cause is required pursuant to the insurers per provisions hereof or of the sole loss payee clause Related Mortgages to deposit, into the make Loss Proceeds Account available for restoration, (i) all amounts and proceeds (including instruments) (other than Insurance Proceeds) Proceeds received in respect of business interruption coverage and (ii) any Event of Loss (“Event of Loss Proceeds”, and together with Insurance Proceeds, “Loss Proceeds”). Unless applied to a mandatory prepayment in accordance with Sections 4.06(c) or 4.06(d), any Insurance Condemnation Proceeds received by Lender directly (as loss payee or additional insured), and any Event of Loss Proceeds received directly by Lender, in connection with a temporary Taking shall be deposited by Lender into maintained in the Loss Proceeds Servicer Account or the Cash Collateral Account, as applicable, to be applied in accordance with the provisions of this Section 4.06. To the extent that application of Loss Proceeds pursuant to this Section 4.06 shall require the withdrawal and transfer of funds from the Loss Proceeds Account or other Collateral Account, Borrower and by Lender shall direct Depository Bank to make such withdrawal or transfer pursuant to an Executed Withdrawal/Transfer Certificate, or in the alternative (particularly same manner as Rent received from Manager with respect to the operation of such Individual Property; provided, further, that in the case of withdrawals for capital expenditures), pursuant to a written direction of Lender(a “Loss event that the Insurance Proceeds Instruction”). Lender shall, as soon as reasonably practicable, provide a copy of any such Loss business interruption insurance policy or Condemnation Proceeds Instruction to Borrower.of such temporary Taking are paid in a lump sum in advance, Lender shall hold such Insurance Proceeds or Condemnation Proceeds in a segregated interest-bearing escrow account at the Cash Collateral Account Bank or the Servicer

Loss Proceeds. Borrower All Loss Proceeds shall deposit orbe applied as provided in this Section 5.28 and the Depositary Agreement. All Loss Proceeds shall be paid by the relevant insurers, pursuant reinsurers and Governmental Authorities, as applicable, directly to the sole Collateral Agent, for the benefit of the Secured Parties, as loss payee and, if paid to any Borrower Party such Loss Proceeds shall be received in trust for the benefit of Collateral Agent, on behalf of the Secured Parties, segregated from other funds of the Borrower Parties and shall be promptly paid over to the Collateral Agent, for the benefit of the Secured Parties, in the same form as received (with any necessary endorsement), shall cause the insurer to for deposit into the Loss Proceeds Account Account. The Collateral Agent shall apply all amounts and proceeds (including instruments) received from any first party insurance policy required to be maintained by Borrower under the Loan Agreement or that Borrower otherwise maintains (“Insurance Proceeds”). Borrower shall deposit, or shall cause the insurers per the sole loss payee clause to deposit, into the such Loss Proceeds Account all amounts and proceeds (including instruments) (other than Insurance Proceeds) received in respect of any Event of Loss (“Event of Loss Proceeds”, and together with Insurance Proceeds, “Loss Proceeds”). Unless applied to a mandatory prepayment in accordance with Sections 4.06(c) or 4.06(d), any Insurance Proceeds received by Lender directly (as loss payee or additional insured), and any Event of Loss Proceeds received directly by Lender, shall be deposited by Lender into the Loss Proceeds Account to be applied in accordance with the provisions of this Section 4.06. To 5.28. (a) Upon the extent that application occurrence of any Casualty Event with respect to which Loss Proceeds pursuant to this Section 4.06 shall require the withdrawal and transfer are payable in respect of funds from the Loss Proceeds Account or other Collateral Accounta single loss in an amount not in excess of $2,000,000, Borrower and Lender shall direct Depository Bank to make such withdrawal or transfer pursuant to an Executed Withdrawal/Transfer Certificateapply, or in the alternative (particularly in the case of withdrawals for capital expenditures)cause to be applied, pursuant to a written direction of Lender(a “Loss Proceeds Instruction”). Lender shall, as soon as reasonably practicable, provide a copy of any such Loss Proceeds Instruction to Borrowerthe payment of the costs of repair or restoration of the portion of the Project lost or damaged or replacement of equipment for the Project lost or damaged, and disbursement of such funds by Collateral Agent shall be made in accordance with the Depositary Agreement. (b) Upon the occurrence of any Casualty Event with respect to which Loss Proceeds are payable in respect of a single loss in an amount in excess of $2,000,000, disbursement of funds to be applied to the payment of the costs of repair or restoration of the portion of the Project lost or damaged or replacement of equipment for the Project lost or damaged in accordance with the Depositary Agreement shall be permitted if the conditions set forth in the Depositary Agreement with respect to such disbursement of funds has been satisfied. (c) All Loss Proceeds not otherwise applied in accordance with Section 5.28(a) or Section 5.28(b), including, without limitation, due to the absence of required approval by Administrative Agent or the Required Lenders (in consultation with the Independent Engineer), as applicable, shall be applied by Collateral Agent to the prepayment of Loans in accordance with Section 2.8(a).

Loss Proceeds. Borrower shall deposit or, In the event of a casualty or Taking with respect to an Individual Property and unless pursuant to the sole loss payee endorsementRelated Mortgage the proceeds, shall cause the insurer to deposit into the Loss Proceeds Account all amounts and proceeds (including instruments) net of Borrower's reasonable collection costs approved by Lender, received from under any first party insurance policy required to be maintained by Borrower under the Loan Agreement or that Borrower otherwise maintains (“"Insurance Proceeds”") or the proceeds, net of Borrower's reasonable collection costs approved by Lender, in respect of any Taking ("Condemnation Proceeds"), as the case may be, are to be made available to Borrower for restoration, Lender and Borrower shall cause all such Insurance Proceeds or Condemnation Proceeds (collectively, "Loss Proceeds") to be paid directly to the Cash Collateral Account whereupon Lender or Servicer, as the case may be, shall apply same to reduce the Indebtedness in accordance with Section 2.7(b). Borrower shall deposit, If Lender agrees or shall cause is required pursuant to the insurers per provisions hereof or of the sole loss payee clause Related Mortgage to deposit, into the make Loss Proceeds Account available for restoration, (i) all amounts and proceeds (including instruments) (other than Insurance Proceeds) Proceeds received in respect of business interruption coverage and (ii) any Event of Loss (“Event of Loss Proceeds”, and together with Insurance Proceeds, “Loss Proceeds”). Unless applied to a mandatory prepayment in accordance with Sections 4.06(c) or 4.06(d), any Insurance Condemnation Proceeds received by Lender directly (as loss payee or additional insured), and any Event of Loss Proceeds received directly by Lender, in connection with a temporary Taking shall be deposited by Lender into maintained in the Loss Proceeds Account Cash Collateral Account, to be applied in accordance with the provisions of this Section 4.06. To the extent that application of Loss Proceeds pursuant to this Section 4.06 shall require the withdrawal and transfer of funds from the Loss Proceeds Account or other Collateral Account, Borrower and by Lender shall direct Depository Bank to make such withdrawal or transfer pursuant to an Executed Withdrawal/Transfer Certificate, or in the alternative (particularly same manner as Rent received from Manager with respect to the operation of such Individual Property; provided, further, that in the case of withdrawals for capital expenditures), pursuant to a written direction of Lender(a “Loss event that the Insurance Proceeds Instruction”). Lender shall, as soon as reasonably practicable, provide a copy of any such Loss business interruption insurance policy or Condemnation Proceeds Instruction to Borrower.of such temporary Taking are paid in a lump sum in advance, Lender shall hold such Insurance Proceeds or

Loss Proceeds. Borrower shall deposit or, pursuant (1) All insurance policies required hereby covering loss or damage to the sole loss payee endorsementProject shall provide that all Compensation Payments be applied as described below. Upon the occurrence of any event with respect to which Compensation Payments are payable, shall cause the insurer to deposit into the Loss Proceeds Account all amounts and proceeds (including instruments) received from any first party insurance policy required to be maintained by Borrower under the Loan Agreement or that Borrower otherwise maintains (“Insurance Proceeds”). Borrower shall deposit, or shall cause the insurers per the sole loss payee clause to deposit, into the Loss Proceeds Account all amounts and proceeds (including instruments) (other than Insurance Proceeds) received in respect of any Event a single event, (x) in an amount not in excess of Loss $500,000, the Companies shall be permitted to apply such Compensation Payments to the prompt payment or reimbursement of the costs of repair or replacement of properties or assets constituting part of the Project subject to the terms of subsection (“Event 2) of Loss Proceeds”this Section (J) or (y) in an amount in excess of $500,000, the Companies shall be permitted to apply such Compensation Payments to the prompt payment or reimbursement of the costs of repair or replacement of properties or assets constituting part of the Project subject to the terms of subsection (2) of this Section (J) if, and together only if, the Companies shall have furnished to OPIC and OPIC shall be satisfied with, and shall have consented to, the following: (a) contracts for such repair or replacement demonstrating the Company’s ability to effect such repair or replacement (i) at a cost no greater than such Compensation Payments (or, if such cost is greater, accompanied by an explanation of the source of funds for such excess amounts satisfactory to OPIC) and (ii) on a schedule reasonably acceptable to OPIC; (b) cash-flow projections and other assurances satisfactory to OPIC demonstrating the Companies’ ability to meet their obligations under the Financing Documents during the period from such loss until and following completion of such repair or replacement; (c) evidence that all required approvals of all Governmental Authorities to be obtained by the Companies or any contractor in connection with Insurance Proceedsthe necessary repairs and replacements have been obtained or are readily obtainable without material delay or expense; and (d) evidence that all Financing Documents and such required approvals shall remain in full force and effect during such period and thereafter to OPIC’s satisfaction and that the Companies and the Project are in compliance in all material respects with all applicable laws (except for any non-compliance caused by the casualty or other event that gave rise to the payment of such Compensation Payments that (i) will not prevent or materially delay the repairs or replacements proposed to be made, “Loss Proceeds”). Unless applied to a mandatory prepayment (ii) will not result in any material liability or obligation being imposed on the Companies, (iii) will not prevent the resumption of construction or normal operations of the Project in accordance with Sections 4.06(cthe Project Documents and substantially in accordance with the base case projections for the Project upon the completion of the repairs or replacements proposed to be made and (iv) will be cured upon completion of the repairs or 4.06(dreplacements proposed to be made), ; (2) Upon completion of any Insurance Proceeds received by Lender directly (as loss payee repair or additional insured)replacement of properties or assets constituting part of the Project, and upon filing with OPIC of (a) a certificate of an Authorized Officer, certifying the completion f the repair or replacement of properties or assets constituting part of the Project and the amount, if any, required in the Companies’ opinion to be retained in an account approved by OPIC and pledged to OPIC to OPIC’s satisfaction for the payment of any Event remaining costs of Loss Proceeds received directly repair or replacement not then due and payable or the liability for payment of which is being contested or disputed by Lenderthe Companies and (b) a certificate from the Independent Engineer stating that, based upon reasonable investigation and review, all of the information material to the repair or replacement of properties or assets constituting part of the Project set forth in such Authorized Officer’s certificate is true and complete in all material respects, the Compensation Payments, if any, in excess of that amount to be retained by OPIC as specified in such Authorized Officer’s certificate, shall be deposited transferred to an account approved by Lender into the Loss Proceeds Account OPIC and pledged to OPIC to OPIC’s satisfaction. (3) If any Compensation Payments are not permitted to be applied in accordance with the provisions subsections (1) or (2) of this Section 4.06. To (J), or if so permitted are not so applied in accordance with subsections (1) or (2) of this Section (J) within sixty (60) days following receipt of such Compensation Payments, then, if the aggregate amount of such Compensation Payments not so otherwise applied exceeds $500,000, the Borrower shall be obligated, to the extent required hereunder, to prepay the principal amount of the Loan, in an amount that application equals in the aggregate of Loss Proceeds such Compensation Payments not so otherwise applied (or approved to be so applied); provided, however, that if the aggregate amount of such Compensation Payments not so otherwise applied shall not exceed $500,000 following such sixty (60) day period, then such amounts shall be transferred to an account approved by OPIC and pledged to OPIC to OPIC’s satisfaction; (4) Notwithstanding subsections (1), (2) and (3) above, if an Event of Default shall have occurred and be continuing, OPIC shall apply all Compensation Payments as a prepayment of the Loan in accordance with Section 2.06 and any other permitted payee of such Compensation Payments shall apply all such amounts as a prepayment of the Loan pursuant to this Section 4.06 2.07. In addition to and not in limitation of Section 6.12, the Borrower shall, and shall require cause IL to: (a) cause the withdrawal Project to be operated in compliance with the World Bank Guidelines, the OPIC Environmental Requirements and transfer applicable law; (b) at least ninety (90) days prior to Mechanical Completion (as defined in the Construction Contract, “Mechanical Completion”) submit to OPIC an acceptable Occupational Health and Safety Plan (the “OHSP”) consistent with international best practices, including, but not limited to, safety measures, training, fire safety, and public health safety. (c) at least ninety (90) days prior to Mechanical Completion, submit to OPIC an acceptable Site location plan showing the exact location of funds the Site relative to its surroundings as well as the extent of earth moving necessary for the Project. This plan shall be drawn to a legible scale and certified by a surveyor acceptable to OPIC; (d) at least ninety (90) days prior to the Mechanical Completion, submit to OPIC an acceptable Project layout showing the locations of all key apparatus including, but not limited to, tanks, sumps, jetties, wharf, ponds and major piping. The layout shall be drawn to a legible scale and certified by a surveyor acceptable to OPIC; (e) at least ninety (90) days prior to Mechanical Completion, submit to OPIC an acceptable waste disposal plan outlining the final disposal of all solid waste generated on the Site during construction and daily operations; (f) at least ninety (90) days prior to the Mechanical Completion, submit to OPIC an acceptable air emission data for the Project and power generators that shall include, but not be limited to, dimensions, flowrates, velocities, sulfur dioxide, and nitrogen dioxide emissions; (g) at least ninety (90) days prior to Mechanical Completion, submit to OPIC an acceptable wharf and jetty design and location. This plan shall show, without limitation, the location and design of the wharf(s) and jetties, any and all impacts to the environment (both land and sea), and any dredging that was necessary for the selected locations; (h) at least ninety (90) days prior to Mechanical Completion, submit to OPIC an acceptable hazardous waste disposal plan outlining the final disposal of all oily and hazardous waste generated on the Site. This plan shall include, but not be limited to, any proposed bioremediation techniques, disposal of slop material and waste holding area; (i) at least ninety (90) days prior to Mechanical Completion, submit to OPIC an acceptable Spill Prevention Control and Countermeasure plan (the “SPCC”) consistent with international best practices. The SPCC shall provide details on, without limitation, secondary containment measures at the fuel storage sites (and any testing done on the constructed tanks to ensure their integrity), actions planned to prevent human exposure (including the proposed tiered response plan), safety from fires, the Loss Proceeds Account contamination of surface water and groundwater in the event of spills, tank ruptures, or other Collateral Accountsuch incidents, Borrower information on truck and Lender oil tanker loading and offloading, bunding material and dimensions, method and material of construction of oil/water separators, tank sizes and material of construction and the amount and type of sorbent material stored on the Site; (j) at least ninety (90) days prior to Mechanical Completion, submit to OPIC an acceptable Environmental Management and Monitoring Plan (the “EMMP”) consistent with international best practices and including, but not limited to, applicable regulatory standards and guidelines, organizational responsibilities and management, socio-economic impacts and Site background information; (k) prior to the Project’s third year of operation, submit to OPIC an acceptable independent assessment of the current status of the Project’s compliance with applicable environmental requirements. This audit shall direct Depository Bank be performed by an independent engineer acceptable to make OPIC who has the knowledge to evaluate the roject’s environmental compliance policies, practices and controls; (l) on each anniversary of the date of the Loan Agreement, submit to OPIC an acceptable annual self-monitoring report. Each such withdrawal report shall include, without limitation, regular testing results for any emissions standard, effluent standards, noise, reports of material non-compliance with relevant environmental guidelines and requirements and remedial actions required to meet relevant environmental guidelines and requirements; and (m) within twenty-four (24) hours of its occurrence, submit to OPIC an acceptable written notice of any accident impacting the environment or transfer pursuant to an Executed Withdrawal/Transfer Certificate, or resulting in the alternative loss of life. Overseas Private Investment Corporation 1000 Xxx Xxxx Xxxxxx, X.X. Xxxxxxxxxx, X.X. 00000 Xxxxxx Xxxxxx of America Attention: Vice President for Finance with a copy to Treasurer Dear Sir or Madam: Reference is made to the Loan Agreement between E.P. InterOil, Ltd. (particularly in the case “Company”) and Overseas Private Investment Corporation (“OPIC”) dated as of withdrawals for capital expenditures)June 12, pursuant to a written direction of Lender(a 2001 (the “Loss Proceeds InstructionLoan Agreement”). Lender shallExcept as otherwise provided, capitalized terms used herein shall have the meanings set forth in the Loan Agreement. Pursuant to Section 2.01(b) of the Loan Agreement, notice is hereby given that the undersigned requests Disbursement of the Loan as soon as reasonably practicablefollows: Amount of Disbursement: $[ ] Closing Date: Not less than ten (10) Business Days from the date OPIC receives this Disbursement Request. Repayment Schedule for this Disbursement: [ ] 1 $ [ ] Please indicate your agreement with this repayment schedule by returning to us by fax an executed version of the attached schedule. The proceeds of the Disbursement are needed for purposes of the Project to meet the following expenses (which will be described in greater detail and documented in the Officer Certificate to be delivered pursuant to Section 5.03): 1. [ ] 2. [ ] $ [ ] of the proceeds of this Disbursement will be held in [specify account]. It is anticipated that these funds will be needed for the following purposes at the following times: [ ] As of the Closing Date, provide a copy each of any such Loss Proceeds Instruction to Borrower.the conditions set forth in [Articles 4 and 5] [Article 5] will be satisfied. Very truly yours,

Loss Proceeds. Borrower shall deposit or, pursuant to the sole loss payee endorsement, shall cause the insurer to deposit into the All Loss Proceeds Account all amounts and proceeds (including instruments) received from any first party insurance policy required to shall be maintained by Borrower under the Loan Agreement or that Borrower otherwise maintains (“Insurance Proceeds”)applied as provided in this Section 5.15. Borrower shall deposit, or shall cause the insurers per the sole loss payee clause to deposit, into the All Loss Proceeds Account all amounts shall be paid by the relevant insurers, reinsurers and proceeds (including instruments) (other than Insurance Proceeds) received in respect of any Event of Loss (“Event of Loss Proceeds”Governmental Authorities, and together with Insurance Proceedsas applicable, “Loss Proceeds”). Unless applied directly to a mandatory prepayment in accordance with Sections 4.06(c) or 4.06(d), any Insurance Proceeds received by Lender directly (as loss payee or additional insured)and, if paid to a Borrower, such Loss Proceeds shall be received in trust and for the benefit of Lender segregated from other funds of such Borrower, and shall be forthwith paid over to Lender in the same form as received (with any Event of necessary endorsement). Lender shall apply all such Loss Proceeds received directly by Lender, shall be deposited by Lender into the Loss Proceeds Account to be applied in accordance with the provisions of this Section 4.06. To 5.15. (a) Upon the occurrence of any Casualty Event with respect to which Loss Proceeds are payable in respect of a single loss in an amount not in excess of $100,000,250,000, Lender will disburse such Loss Proceeds, to the extent that application of Lender actually receives such Loss Proceeds pursuant Proceeds, to this Section 4.06 Borrower upon written request by Borrowers and Borrowers shall require the withdrawal and transfer of funds from the Loss Proceeds Account or other Collateral Account, Borrower and Lender shall direct Depository Bank to make such withdrawal or transfer pursuant to an Executed Withdrawal/Transfer Certificateapply, or in the alternative (particularly in the case of withdrawals for capital expenditures)cause to be applied, pursuant to a written direction of Lender(a “Loss Proceeds Instruction”). Lender shall, as soon as reasonably practicable, provide a copy of any such Loss Proceeds Instruction to Borrowerthe payment of the costs of repair or restoration of the portion of the Funded Project lost or damaged; provided that any Loss Proceeds not applied within 180 days of disbursement by Lender to Borrowers shall be applied as a prepayment in accordance with Section 5.15(c). (b) Upon the occurrence of any Casualty Event with respect to which Loss Proceeds are payable in respect of a single loss in an amount in excess of $100,000,250,000, disbursement of funds by Lender to Borrowers shall be permitted if, and only if, Lender shall have determined (in its reasonable discretion) that: (i) repair or replacement of the relevant portion of the Funded Project is economically feasible; and (ii) no Event of Default shall have occurred and be continuing at the time of disbursement. (c) All Loss Proceeds not otherwise applied in accordance with clauses (a) or (b) of this Section 5.15, including, without limitation, due to the absence of required approval by Lender, 4297870.2 shall be applied by Lender to the prepayment of Loans in accordance with Section 2.8(c) (and without any prepayment fee being charged).

Loss Proceeds. Borrower shall deposit or, pursuant to the sole loss payee endorsement, shall cause the insurer to deposit into the All Loss Proceeds Account all amounts and proceeds (including instruments) received from any first party insurance policy required to shall be maintained by Borrower under the Loan Agreement or that Borrower otherwise maintains (“Insurance Proceeds”)applied as provided in this Section 5.15. Borrower shall deposit, or shall cause the insurers per the sole loss payee clause to deposit, into the All Loss Proceeds Account all amounts shall be paid by the relevant insurers, reinsurers and proceeds (including instruments) (other than Insurance Proceeds) received in respect of any Event of Loss (“Event of Loss Proceeds”Governmental Authorities, and together with Insurance Proceedsas applicable, “Loss Proceeds”). Unless applied directly to a mandatory prepayment in accordance with Sections 4.06(c) or 4.06(d), any Insurance Proceeds received by Lender directly (as loss payee or additional insured)and, if paid to a Borrower, such Loss Proceeds shall be received in trust and for the benefit of Lender segregated from other funds of such Borrower, and shall be forthwith paid over to Lender in the same form as received (with any Event of necessary endorsement). Lender shall apply all such Loss Proceeds received directly by Lender, shall be deposited by Lender into the Loss Proceeds Account to be applied in accordance with the provisions of this Section 4.06. To 5.15. (a) Upon the occurrence of any Casualty Event with respect to which Loss Proceeds are payable in respect of a single loss in an amount not in excess of $250,000, Lender will disburse such Loss Proceeds, to the extent that application of Lender actually receives such Loss Proceeds pursuant Proceeds, to this Section 4.06 Borrower upon written request by Borrowers and Borrowers shall require the withdrawal and transfer of funds from the Loss Proceeds Account or other Collateral Account, Borrower and Lender shall direct Depository Bank to make such withdrawal or transfer pursuant to an Executed Withdrawal/Transfer Certificateapply, or in the alternative (particularly in the case of withdrawals for capital expenditures)cause to be applied, pursuant to a written direction of Lender(a “Loss Proceeds Instruction”). Lender shall, as soon as reasonably practicable, provide a copy of any such Loss Proceeds Instruction to Borrowerthe payment of the costs of repair or restoration of the portion of the Funded Project lost or damaged; provided that any Loss Proceeds not applied within 180 days of disbursement by Lender to Borrowers shall be applied as a prepayment in accordance with Section 5.15(c). (b) Upon the occurrence of any Casualty Event with respect to which Loss Proceeds are payable in respect of a single loss in an amount in excess of $250,000, disbursement of funds by Lender to Borrowers shall be permitted if, and only if, Lender shall have determined (in its reasonable discretion) that: (i) repair or replacement of the relevant portion of the Funded Project is economically feasible; and (ii) no Event of Default shall have occurred and be continuing at the time of disbursement. (c) All Loss Proceeds not otherwise applied in accordance with clauses (a) or (b) of this Section 5.15, including, without limitation, due to the absence of required approval by Lender, shall be applied by Lender to the prepayment of Loans in accordance with Section 2.8(c) (and without any prepayment fee being charged).